<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CARLISLE COMPANIES INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
CARLISLE COMPANIES INCORPORATED
250 South Clinton Street, Suite 201
Syracuse, New York 13202-1258
(315) 474-2500
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of Shareholders of Carlisle Companies Incorporated (the
"Company") will be held at the offices of the Company, 250 South Clinton Street,
Suite 201, Syracuse, New York on Friday, December 20, 1996, at 10:00 A.M. for
the following purposes:
1. To act upon a proposal to amend the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
25,000,000 to 50,000,000 to effect a two-for-one split of the Company's issued
shares of common stock;
2. To transact any other business properly brought before the meeting.
The two-for-one stock split is subject to the adoption by the shareholders
of the proposed amendment to the Company's Restated Certificate of
Incorporation.
Only shareholders of record at the close of business on November 11, 1996
will be entitled to vote whether or not they have transferred their stock since
that date.
SHAREHOLDERS ARE URGED TO FILL IN, SIGN, DATE AND MAIL
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE.
By Order of the Board of Directors
STEVEN J. FORD
Secretary
Syracuse, New York
November 18, 1996
<PAGE>
PROXY STATEMENT
GENERAL
The enclosed Proxy is solicited by the Board of Directors. The cost of proxy
solicitation will be borne by the Company. In addition to the solicitation of
proxies by use of the mails, officers and regular employees of the Company may
devote part of their time to solicitation by facsimile, telephone or personal
calls. Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to
beneficial owners and for reimbursement of their out-of-pocket and clerical
expenses incurred in connection therewith. Proxies may be revoked at any time
prior to voting. See "Voting by Proxy and Confirmation of Beneficial Ownership"
beginning on page 5.
The mailing address of the principal executive offices of the Company is
Carlisle Companies Incorporated, 250 South Clinton Street, Suite 201, Syracuse,
New York 13202-1258. The Company intends to mail this Proxy Statement and the
enclosed Proxy to shareholders on or about November 18, 1996.
VOTING SECURITIES
At the close of business on September 30, 1996, the Company had outstanding
15,102,883 shares of common stock (the "Common Stock") of which 15,099,287
shares are entitled to vote. The remaining 3,596 shares are not entitled to vote
until the holders of Carlisle Corporation common stock certificates exchange
their certificates for certificates issued by the Company. The exchange is
governed by an Agreement of Merger, dated March 7, 1986, which was approved by
shareholders of Carlisle Corporation and became effective on May 30, 1986.
Shares of the Company's Common Stock issued pursuant to the exchange before the
November 11, 1996 record date will be entitled to vote at the Special Meeting.
The Company's Restated Certificate of Incorporation provides that each
person who received his or her Common Stock in connection with the Merger is
entitled to five votes per share. Persons acquiring shares of the Company after
May 30, 1986 (the effective date of the Merger) are entitled to one vote per
share until the shares have been beneficially owned (as defined in the Restated
Certificate of Incorporation) for a continuous period of four years. The actual
voting power of each holder of Common Stock will be based on shareholder records
at the time of the Special Meeting. See "Voting by Proxy and Confirmation of
Beneficial Ownership" beginning on page 5. In addition to the shares outstanding
on September 30, 1996, holders of shares issued from the treasury, other than
for the exercise of stock options, before the close of business on November 11,
1996 (the record date for determining shareholders entitled to vote at the
Special Meeting) will be entitled to five votes per share unless the Board of
Directors determines otherwise at the time of authorizing such issuance.
SECURITY OWNERSHIP
BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of September 30, 1996 by
(i) each person or entity known to the Company to beneficially own 5% or more of
the outstanding shares of Common Stock; (ii) each of the Company's directors;
(iii) the Company's Chief Executive Officer, and each of the four remaining most
highly paid executive officers who were serving as executive officers on
December 31, 1995; (iv) John S. Barsanti and James B. Pineau, each of whom
served as an executive officer of the Company during a portion of the 1995
fiscal year; and (v) all directors and executive offices of the Company as a
group. As defined in Securities and Exchange Commission Rule 13d-3, "beneficial
ownership" means essentially that a person has or
<PAGE>
shares voting or investment decision power over shares. It does not necessarily
mean that the person enjoys any economic benefit from those shares.
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES PERCENTAGE
- -------------------------------------------------------------------- ---------- ---------------
<S> <C> <C> <C>
Fidelity Management and Research Center 1,174,700 (a) 7.78
FMR Corp.
82 Devonshire Street
Boston, MA 02109
Fleming Capital Management, Inc. 807,900 (a) 5.35
320 Park Avenue
New York, NY 10022
Ms. Magalen O. Bryant 840,944 (b)(c) 5.57
c/o Carlisle Companies Incorporated
250 S. Clinton St., Ste. 201
Syracuse, NY 13202
Mr. George L. Ohrstrom, Jr. 1,112,617 (b)(c)(f)(j) 7.37
c/o Carlisle Companies Incorporated
250 S. Clinton St., Ste. 201
Syracuse, NY 13202
Donald G. Calder 8,648 (d) .06
Paul J. Choquette, Jr. 1,625 less than .01
Henry J. Forrest 2,074 less than .01
Dennis J. Hall 166,780 (h)(i) 1.09
Peter L.A. Jamieson 250 less than .01
Dr. Peter F. Krogh 495 less than .01
Stephen P. Munn 580,946 (e)(f)(h)(i) 3.79
Eriberto R. Scocimara 5,226 (g) .03
Scott C. Selbach 36,346 (h)(i) .24
John S. Barsanti 26,443 (h)(i) .17
James B. Pineau 27,262 (h)(i) .18
John W. Altmeyer 30,869 (h)(i) .20
Steven J. Ford 8,172 (i) .05
Directors and current executive officers as a group 2,121,915 (h)(i) 18.84
(17 persons)
</TABLE>
- ------------------------
(a) The shares are held in various fiduciary capacities. The shareholder has
shared voting and dispositive powers with respect to all shares. The number
of shares are based on the institution's Schedule 13F filing for the period
ended June 30, 1996.
(b) Includes 285,696 shares (1.89%) held by a trust for the benefit of Mrs.
Bryant's children as to which Mrs. Bryant and Mr. Ohrstrom are co-trustees.
Each disclaims beneficial ownership of these shares.
(c) Includes 201,600 shares (1.33%) held by the Ohrstrom Foundation, of which
Mrs. Bryant and Mr. Ohrstrom are co-trustees. Each disclaims beneficial
ownership of these shares.
(d) Includes 1,000 shares held by Mr. Calder's wife and 800 shares held by Mr.
Calder's wife as custodian for the benefit of their two children. Mr. Calder
disclaims beneficial ownership of these shares.
(e) Includes 2,600 shares held by Mr. Munn's wife. Mr. Munn disclaims beneficial
ownership of these shares.
(f) Includes 245,696 shares (1.62%) held by a trust for the benefit of Mr.
Ohrstrom's children as to which Mr. Ohrstrom and Mr. Munn are co-trustees.
Each disclaims beneficial ownership of these shares.
2
<PAGE>
(g) Includes 1,000 shares held by Mr. Scocimara's wife. Mr. Scocimara disclaims
beneficial ownership of these shares.
(h) Includes shares allocated to the accounts of the following named officers
participating in the Company's Employee Incentive Savings Plan; Mr. Munn,
1,876 shares; Mr. Hall, 1,780 shares; Mr. Selbach, 1,574 shares; Mr.
Altmeyer, 1,202 shares; Mr. Barsanti, 826 shares; Mr. Pineau, 1,495 shares.
Each participant in the Plan has the right to direct the voting of shares
allocated to his account. Shares are held by the trustee of the Employee
Incentive Savings Plan in a commingled trust fund with beneficial interest
allocated to each participant's account.
(i) Includes shares which the following named officers and other executive
officers have the right to acquire within 60 days of September 30, 1996
through the exercise of stock options issued by the Company; Mr. Munn,
220,167 shares; Mr. Hall, 135,000 shares; Mr. Selbach, 24,333 shares; Mr.
Barsanti, 23,917 shares; Mr. Pineau, 22,667 shares; Mr. Altmeyer, 19,667
shares; Mr. Ford, 7,667 shares; and other executive officers, 5,833 shares.
Shares issued from the treasury of the Company pursuant to the exercise of
stock options have one vote per share until the stock issued upon exercise
of the options has been held for a continuous period of four years.
(j) Includes 4,400 shares (less than .01%) held by various trusts for the
benefit of Mr. Ohrstrom's children as to which Mr. Ohrstrom is a co-trustee.
Mr. Ohrstrom disclaims beneficial ownership of these shares.
PROPOSAL
APPROVAL OF AMENDMENT TO COMPANY'S RESTATED CERTIFICATE
OF INCORPORATION TO EFFECT TWO-FOR-ONE STOCK SPLIT
On October 4, 1996, the Board of Directors approved a two-for-one stock
split (the "Split") of the Company's Common Stock, as well as an amendment to
the Company's Restated Certificate of Incorporation to increase the authorized
Common Stock of the Company from 25,000,000 shares to 50,000,000 shares (the
"Amendment"). Par value would remain at $1.00 per share of Common Stock.
The Board of Directors believes that the Split will broaden the market for
the Common Stock and result in a more widespread ownership and greater interest
in the Company. The Split is subject to the adoption of the Amendment which
requires the affirmative vote of a majority of the shares of Common Stock issued
and outstanding.
INCREASE IN AUTHORIZED COMMON STOCK
An increase in the number of authorized shares of Common Stock is necessary
to permit the Split, which will result in more shares being outstanding than are
currently authorized. The Split will also entail a two-for-one adjustment in the
number of shares of Common Stock that are held in the Company's treasury or are
subject to issuance upon exercise of outstanding options or reserved for
issuance under future grants under the Company's existing stock option and
incentive plans.
Although the Amendment will increase the total number of authorized shares
of Common Stock by an amount greater than that necessary to effect the Split and
cover outstanding and future option grants, the existing relative proportion of
issued to unissued shares will be preserved. This will ensure that the Company
continues to have additional shares available for future issuance from time to
time as approved by the Board of Directors for any proper corporate purpose,
including acquisitions of other businesses and issuances under stock option and
other employee incentive programs, in each case subject to applicable laws and
stock exchange regulations.
3
<PAGE>
PURPOSES AND EFFECTS OF THE PROPOSED SPLIT
If the Amendment is adopted at the Special Meeting, the Secretary of the
Company will file a Certificate of Amendment with the Secretary of State of the
State of Delaware on or about December 20, 1996. On January 2, 1997 (the "Split
Record Date"), each share of Common Stock, $1.00 par value, previously issued
(including shares held in treasury) will be split into two shares of Common
Stock, $1.00 par value, without any action being required by the holder of the
stock.
Based on the number of shares of Common Stock issued as of September 30,
1996, the number of issued shares of Common Stock (including shares held in
treasury) will be doubled from 19,665,312 to 39,330,624, and the number of
authorized but unissued shares of Common Stock would be doubled from 5,334,688
shares to 10,669,376 shares.
The Split and maintenance of par value at $1.00 per share will increase the
Common Stock account by $19,665,312, which amount will be charged against
Additional Paid-In Capital and Retained Earnings.
The Split will be accomplished by leaving in the hands of the shareholders
their existing certificates which will continue to represent the same number of
shares, par value $1.00 per share, and by mailing to the holders of such
certificates new certificates representing one additional share of Common Stock,
par value $1.00 per share, for each share held of record on the Split Record
Date. It is anticipated that certificates for the additional shares will be
mailed to the stockholders on or about January 15, 1997. ACCORDINGLY, EXISTING
CERTIFICATES REPRESENTING SHARES OF COMMON STOCK SHOULD BE RETRAINED BY EACH
SHAREHOLDER AND SHOULD NOT BE DESTROYED OR RETURNED TO THE COMPANY.
The additional shares issuable upon the effectiveness of the Split will be
fully paid and nonassessable, and will not carry preemptive rights. No change
will result in the relative rights or interests of the shareholders by virtue of
the Split. The newly authorized shares of Common Stock, $1.00 par value, will be
similar in all respects to the presently authorized shares of Common Stock.
The Company plans to apply for listing of the newly issued shares on the New
York Stock Exchange.
The Company has been advised by its Tax Department that under present
federal income tax laws the Split, if made as proposed, will not result in
taxable income to the recipients. The cost or other tax basis for each share
held at the close of business on the Split Record Date will be apportioned
equally between the existing shares and the additional shares issued pursuant to
the Split; and the tax holding period for the additional shares will be the same
as the tax holding period for the existing shares.
If shareholders dispose of their shares of Common Stock after the Split,
they may pay higher brokerage commissions on the same relative interest in the
Company, because that interest will be represented by a greater number of
shares.
In accordance with the terms of the Company's various stock option and
incentive plans, appropriate adjustments will be made in the number of shares of
Common Stock reserved for issuance pursuant to such plans and the exercise price
of outstanding option grants. From the Split Record Date, shares reserved for
issuance pursuant to outstanding options or awards granted under such plans will
be doubled and the exercise price per share will be divided by two.
The Split will also have the effect of adjusting the outstanding Rights
granted to the holders of Common Stock under the terms of the Company's Rights
Agreement, adopted on February 8, 1989 (the "Rights Agreement"). The Rights
become exercisable in certain events involving the acquisition of twenty percent
(20%) or more of the Company's Common Stock by any person or group in a
transaction not approved by the Company's Board of Directors. Upon occurrence of
such an event, each Right, unless redeemed by the Board of Directors, entitles
its holder to purchase for $420 an amount of Common Stock of the Company, or in
certain circumstances stock of the acquiror, having a market value of twice the
4
<PAGE>
purchase price. The Rights, which are not currently exercisable, are not
represented by separate certificates but trade automatically with the Common
Stock. On the Split Record Date, each Right will become one half a right, with
each post-Split share of Common Stock thereafter bearing an associated one half
of a Right. The Split will also result in an adjustment of certain rights
incident to the Company's Preferred Stock, which has been reserved for issuance
under certain circumstances described in the Rights Agreement, as provided in
the Certificate of Designation with respect to the Preferred Stock.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
The affirmative vote of a majority of the shares of Common Stock issued and
outstanding on November 11, 1996 will be required to approve the Amendment. The
effect of an abstention is the same as that of a vote against the proposal. If
the Amendment is approved by the shareholders, the Amendment will become
effective upon filing a Certificate of Amendment to the Company's Restated
Certificate of Incorporation with the Delaware Secretary of State. If the
Amendment is authorized, paragraph A of Article Fourth of the Company's Restated
Certificate of Incorporation will be amended to read as follows:
"Fourth: A. The total number of shares of stock which the Corporation
shall have authority to issue is Fifty-Five Million (55,000,000) shares,
divided into two (2) classes as follows:
(i) Fifty Million (50,000,000) shares, each to be of the par value of
One Dollar ($1.00), and to be designated as Common Stock; and,
(ii) Five Million (5,000,000) shares, each to be of the par value of One
Dollar ($1.00), and to be designated as Preferred Stock."
If the Amendment is not so approved, the Company's authorized capital stock
will not change.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION.
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP
To assure that your shares will be represented at the Special Meeting,
please complete, sign, and return the enclosed Proxy in the envelope provided
for that purpose whether or not you expect to attend. Shares represented by a
valid Proxy will be voted as specified.
Any shareholder may revoke a proxy by a later-dated proxy or by giving
notice of revocation to the Company in writing (addressed to the Company at 250
South Clinton Street, Suite 201, Syracuse, New York 13202-1258 Attention:
Secretary) or by attending the Special Meeting and voting in person.
The number of votes that each shareholder will be entitled to cast at the
Special Meeting will depend on when the shares were acquired and whether or not
there has been a change in beneficial ownership since the date of acquisition.
Shareholders whose shares of Common Stock are held by brokers or banks or in
nominee name are requested to confirm to the Company how many of the shares they
own as of November 11, 1996 were beneficially owned before November 11, 1992,
entitling such shareholder to five votes per share, and how many were acquired
after November 10, 1992, entitling such shareholder to one vote per share. If no
confirmation of beneficial ownership is received from a shareholder at least
three (3) business days prior to the Special Meeting, it will be deemed by the
Company that beneficial ownership of all shares was effected after November 10,
1992, and the shareholder will be entitled to one vote for each share. If a
shareholder provides incorrect information, he may provide correct information
at any time at least three (3) business days prior to the voting of his or her
shares at the Special Meeting.
5
<PAGE>
Proxy cards are being furnished to shareholders of record on November 11,
1996 whose shares of Common Stock on the records of the Company show the
following:
(i) that such shareholder had beneficial ownership of such shares before
November 11, 1992, and there has been no change since that date, thus
entitling such shareholder to five votes for each share; or
(ii) that beneficial ownership of such shares was effected after
November 10, 1992, thus entitling such shareholder to one vote for each
share; or
(iii) that the dates on which beneficial ownership of such shares was
effected are such that such shareholder is entitled to five votes for some
shares and one vote for other shares.
Printed on the Proxy Card for each individual shareholder of record is the
number of shares of Common Stock for which he or she is entitled to cast five
votes each and/or one vote each, as the case may be, as shown on the records of
the Company.
Shareholders of record are urged to review the number of shares shown on
their Proxy Cards in the five-vote and one-vote categories. If the number of
shares shown in a voting category is believed to be incorrect, the shareholder
should notify the Company in writing of that fact and either enclose the notice
along with the Proxy Card in the postage-paid, return envelope, or mail the
notice directly to the Company at the address indicated above. The shareholder
should identify the shares improperly classified for voting purposes and provide
information as to the date beneficial ownership was acquired. Any notification
of improper classification of votes must be made at least three (3) business
days prior to the Special Meeting or the shareholder will be entitled at the
Special Meeting to the number of votes indicated on the records of the Company.
In certain cases record ownership may change but beneficial ownership for
voting purposes does not change. The Restated Certificate of Incorporation of
the Company states the exceptions where beneficial ownership is deemed not to
have changed upon the transfer of shares of Common Stock. Shareholders should
consult the pertinent provision of the Restated Certificate of Incorporation
attached as Annex A for those exceptions.
By resolution duly adopted by the Board of Directors of the Company pursuant
to subparagraph B(v) of Article Fourth of the Restated Certificate of
Incorporation, the following procedures have been adopted for use in determining
the number of votes to which a shareholder is entitled.
(i) The Company may accept the written and signed statement of a
shareholder to the effect that no change in beneficial ownership has
occurred during the four years immediately preceding the date on which a
determination is made of the shareholders of the Company who are entitled to
vote or take any other action. Such statement may be abbreviated to state
only the number of shares as to which such shareholder is entitled to
exercise five votes or one vote.
(ii) In the event the Vice President and Treasurer of the Company, in
his or her sole discretion, taking into account the standards set forth in
the Company's Restated Certificate of Incorporation, deems any such
statement to be inadequate or for any reason deems it in the best interest
of the Company to require further evidence of the absence of change of
beneficial ownership during the four-year period preceding the record date,
he or she may require such additional evidence and, until it is provided in
form and substance satisfactory to him or her, a change in beneficial
ownership during such period shall be deemed to have taken place.
(iii) Information supplementing that contemplated by paragraph (i) and
additional evidence contemplated by paragraph (ii) may be provided by a
shareholder at any time but must be furnished at least three (3) business
days prior to any meeting of shareholders at which such shares are to be
voted for any change to be effective at such meeting.
6
<PAGE>
VOTING PROCEDURES
The presence, in person or by proxy, of the owners of a majority of the
votes entitled to be cast is necessary for a quorum at the Special Meeting.
All proxies will be voted, if no contrary instruction is indicated on the
proxy, for the Amendment.
All shares of Common Stock in the Company's Employee Incentive Savings Plan
that have been allocated to the account of a participant for which the Trustee
receives voting instructions will be voted in accordance with those
instructions. All Common Stock that has been allocated to the account of a
participant for which the Trustee has not received voting instructions, and any
shares which have not been allocated to account of a participant, will be voted
by the Trustee in the same proportion as the shares for which the Trustee has
received voting instructions from participants.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be or is intended to be presented
at the Special Meeting. Should any further business come before the Special
Meeting or any adjourned meeting, it is the intention of the proxies named in
the enclosed Proxy to vote according to their best judgment.
By Order of the Board of
Directors
Steven J. Ford,
Secretary
Dated: November 18, 1996
7
<PAGE>
ANNEX A
SUBPARAGRAPH B OF ARTICLE FOURTH OF THE RESTATED CERTIFICATE
OF INCORPORATION OF CARLISLE COMPANIES INCORPORATED
(I) EACH OUTSTANDING SHARE OF COMMON STOCK SHALL ENTITLE THE HOLDER THEREOF
TO FIVE (5) VOTES ON EACH MATTER PROPERLY SUBMITTED TO THE SHAREHOLDERS OF THE
CORPORATION FOR THEIR VOTE, WAIVER, RELEASE OR OTHER ACTION: EXCEPT THAT NO
HOLDER OF OUTSTANDING SHARES OF COMMON STOCK SHALL BE ENTITLED TO EXERCISE MORE
THAN ONE (1) VOTE ON ANY SUCH MATTER IN RESPECT OF ANY SHARE OF COMMON STOCK
WITH RESPECT TO WHICH THERE HAS BEEN A CHANGE IN BENEFICIAL OWNERSHIP DURING THE
FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE
OF THE SHAREHOLDERS OF THE CORPORATION WHO ARE ENTITLED TO VOTE OR TO TAKE ANY
OTHER ACTION.
(II) A CHANGE IN BENEFICIAL OWNERSHIP OF ANY OUTSTANDING SHARE OF COMMON
STOCK SHALL BE DEEMED TO HAVE OCCURRED WHENEVER A CHANGE OCCURS IN ANY PERSON OR
PERSONS WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, AGREEMENT,
ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE HAS OR SHARES ANY OF THE
FOLLOWING:
(A) VOTING POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO VOTE
OR TO DIRECT THE VOTING POWER OF SUCH SHARE OF COMMON STOCK.
(B) INVESTMENT POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO
DIRECT THE SALE OR OTHER DISPOSITION OF SUCH SHARE OF COMMON STOCK.
(C) THE RIGHT TO RECEIVE OR TO RETAIN THE PROCEEDS OF ANY SALE OR OTHER
DISPOSITION OF SUCH SHARE OF COMMON STOCK.
(D) THE RIGHT TO RECEIVE OR TO RETAIN ANY DISTRIBUTIONS, INCLUDING,
WITHOUT LIMITATION, CASH DIVIDENDS, IN RESPECT OF SUCH SHARE OF COMMON
STOCK.
(III) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SECTION (II) OF THIS
SUBPARAGRAPH B, THE FOLLOWING EVENTS OR CONDITIONS SHALL BE DEEMED TO INVOLVE A
CHANGE IN BENEFICIAL OWNERSHIP OF A SHARE OF COMMON STOCK.
(A) IN THE ABSENCE OF PROOF TO THE CONTRARY PROVIDED IN ACCORDANCE WITH
THE PROCEDURES SET FORTH IN SECTION (V) OF THIS SUBPARAGRAPH B, A CHANGE IN
BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER AN
OUTSTANDING SHARE OF COMMON STOCK IS TRANSFERRED OF RECORD INTO THE NAME OF
ANY OTHER PERSON.
(B) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD
IN THE NAME OF A CORPORATION, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP,
VOTING TRUSTEE, BANK, TRUST COMPANY, BROKER, NOMINEE OR CLEARING AGENCY, IF
IT HAS NOT BEEN ESTABLISHED PURSUANT TO THE PROCEDURES SET FORTH IN SECTION
(V) OF THIS SUBPARAGRAPH B THAT THERE HAS BEEN NO CHANGE IN THE PERSON OR
PERSONS WHO OR THAT DIRECT THE EXERCISE OF THE RIGHTS REFERRED TO IN CLAUSES
(II) (A) THROUGH (II) (D), INCLUSIVE, OF THIS SUBPARAGRAPH B WITH RESPECT TO
SUCH OUTSTANDING SHARE OF COMMON STOCK DURING THE PERIOD OF FOUR (4) YEARS
IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE
SHAREHOLDERS OF
8
<PAGE>
THE CORPORATION ENTITLED TO VOTE OR TO TAKE ANY OTHER ACTION (OR SINCE MAY
30, 1986 FOR ANY PERIOD ENDING ON OR BEFORE MAY 30, 1990), THEN A CHANGE IN
BENEFICIAL OWNERSHIP OF SUCH SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE
OCCURRED DURING SUCH PERIOD.
(C) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD
IN THE NAME OF ANY PERSON AS A TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN UNDER
THE UNIFORM GIFTS TO MINORS ACT AS IN EFFECT IN ANY JURISDICTION, A CHANGE
IN BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER THERE IS A
CHANGE IN THE BENEFICIARY OF SUCH TRUST, THE PRINCIPAL OF SUCH AGENT, THE
WARD OF SUCH GUARDIAN, THE MINOR FOR WHOM SUCH CUSTODIAN IS ACTING OR IN
SUCH TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN.
(D) IN THE CASE OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED
BY A PERSON OR GROUP OF PERSONS WHO, AFTER ACQUIRING, DIRECTLY OR
INDIRECTLY, THE BENEFICIAL OWNERSHIP OF FIVE PERCENT (5%) OF THE OUTSTANDING
SHARES OF COMMON STOCK, FAILS TO NOTIFY THE CORPORATION OF SUCH OWNERSHIP
WITHIN TEN (10) DAYS AFTER SUCH ACQUISITION, A CHANGE IN BENEFICIAL
OWNERSHIP OF SUCH SHARES OF COMMON STOCK SHALL BE DEEMED TO OCCUR ON EACH
DAY WHILE SUCH FAILURE CONTINUES.
(IV) NOTWITHSTANDING ANY OTHER PROVISION IN THIS SUBPARAGRAPH B TO THE
CONTRARY, NO CHANGE IN BENEFICIAL OWNERSHIP OF AN OUTSTANDING SHARE OF COMMON
STOCK SHALL BE DEEMED TO HAVE OCCURRED SOLELY AS A RESULT OF:
(A) ANY EVENT THAT OCCURRED PRIOR TO MAY 30, 1986 OR PURSUANT TO THE
TERMS OF ANY CONTRACT (OTHER THAN A CONTRACT FOR THE PURCHASE AND SALE OF
SHARES OF COMMON STOCK CONTEMPLATING PROMPT SETTLEMENT), INCLUDING CONTRACTS
PROVIDING FOR OPTIONS, RIGHTS OF FIRST REFUSAL, AND SIMILAR ARRANGEMENTS, IN
EXISTENCE ON MAY 30, 1986 AND TO WHICH ANY HOLDER OF SHARES OF COMMON STOCK
IS A PARTY; PROVIDED, HOWEVER, THAT ANY EXERCISE BY AN OFFICER OR EMPLOYEE
OF THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION OF AN OPTION TO
PURCHASE COMMON STOCK AFTER MAY 30, 1986 SHALL, NOTWITHSTANDING THE
FOREGOING AND CLAUSE (IV) (F) HEREOF, BE DEEMED A CHANGE IN BENEFICIAL
OWNERSHIP IRRESPECTIVE OF WHEN THAT OPTION WAS GRANTED TO SAID OFFICER OR
EMPLOYEE.
(B) ANY TRANSFER OF ANY INTEREST IN AN OUTSTANDING SHARE OF COMMON STOCK
PURSUANT TO A BEQUEST OR INHERITANCE, BY OPERATION OF LAW UPON THE DEATH OF
ANY INDIVIDUAL, OR BY ANY OTHER TRANSFER WITHOUT VALUABLE CONSIDERATION,
INCLUDING, WITHOUT LIMITATION, A GIFT THAT IS MADE IN GOOD FAITH AND NOT FOR
THE PURPOSE OF CIRCUMVENTING THE PROVISION OF THIS ARTICLE FOURTH.
(C) ANY CHANGES IN THE BENEFICIARY OF ANY TRUST, OR ANY DISTRIBUTION OF
AN OUTSTANDING SHARE OF COMMON STOCK FROM TRUST, BY REASON OF THE BIRTH,
DEATH, MARRIAGE OR DIVORCE OF ANY NATURAL PERSON, THE ADOPTION OF ANY
NATURAL PERSON PRIOR TO AGE EIGHTEEN (18) OR THE PASSAGE OF A GIVEN PERIOD
OF TIME OR THE ATTAINMENT BY ANY NATURAL PERSON OF A SPECIFIC AGE, OR THE
CREATION OR TERMINATION OF ANY GUARDIANSHIP OR CUSTODIAL ARRANGEMENT.
9
<PAGE>
(D) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN
WITH RESPECT TO AN OUTSTANDING SHARE OF COMMON STOCK IF NEITHER SUCH
SUCCESSOR HAS NOR ITS PREDECESSOR HAD THE POWER TO VOTE OR TO DISPOSE OF
SUCH SHARE OF COMMON STOCK WITHOUT FURTHER INSTRUCTIONS FROM OTHERS.
(E) ANY CHANGE IN THE PERSON TO WHOM DIVIDENDS OR OTHER DISTRIBUTIONS IN
RESPECT OF AN OUTSTANDING SHARE OF COMMON STOCK ARE TO BE PAID PURSUANT TO
THE ISSUANCE OR MODIFICATION OF A REVOCABLE DIVIDEND PAYMENT ORDER.
(F) ANY ISSUANCE OF A SHARE OF COMMON STOCK BY THE CORPORATION OR ANY
TRANSFER BY THE CORPORATION OF A SHARE OF COMMON STOCK HELD IN TREASURY,
UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS AT THE TIME OF
AUTHORIZING SUCH ISSUANCE OR TRANSFER.
(G) ANY GIVING OF A PROXY IN CONNECTION WITH A SOLICITATION OF PROXIES
SUBJECT TO THE PROVISIONS OF SECTION 14 OF THE SECURITIES EXCHANGE ACT OF
1934 AND THE RULES AND REGULATIONS THEREUNDER PROMULGATED.
(H) ANY TRANSFER, WHETHER OR NOT WITH CONSIDERATION, AMONG INDIVIDUALS
RELATED OR FORMERLY RELATED BY BLOOD, MARRIAGE OR ADOPTION ("RELATIVES") OR
BETWEEN A RELATIVE AND ANY PERSON (AS DEFINED IN ARTICLE SEVENTH) CONTROLLED
BY ONE OR MORE RELATIVES WHERE THE PRINCIPAL PURPOSE FOR THE TRANSFER IS TO
FURTHER THE ESTATE TAX PLANNING OBJECTIVES OF THE TRANSFEROR OR OF RELATIVES
OF THE TRANSFEROR.
(I) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE DEATH OF
THE PREDECESSOR TRUSTEE (WHICH PREDECESSOR TRUSTEE SHALL HAVE BEEN A NATURAL
PERSON).
(J) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE WHO OR WHICH WAS SPECIFICALLY
NAMED IN A TRUST INSTRUMENT PRIOR TO MAY 30, 1986.
(K) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE
RESIGNATION, REMOVAL OR FAILURE TO QUALIFY OF A PREDECESSOR TRUSTEE OR AS A
RESULT OF MANDATORY RETIREMENT PURSUANT TO THE EXPRESS TERMS OF A TRUST
INSTRUMENT: PROVIDED, THAT LESS THAN FIFTY PERCENT (50%) OF THE TRUSTEES
ADMINISTERING ANY SINGLE TRUST WILL HAVE CHANGED (INCLUDING IN SUCH
PERCENTAGE THE APPOINTMENT OF THE SUCCESSOR TRUSTEE) DURING THE FOUR (4)
YEAR PERIOD PRECEDING THE APPOINTMENT OF SUCH SUCCESSOR TRUSTEE.
(V) FOR PURPOSES OF THIS SUBPARAGRAPH B, ALL DETERMINATIONS CONCERNING
CHANGE IN BENEFICIAL OWNERSHIP, OR THE ABSENCE OF ANY SUCH CHANGE, SHALL BE MADE
BY THE BOARD OF DIRECTORS OF THE CORPORATION OR, AT ANY TIME WHEN THE
CORPORATION EMPLOYS A TRANSFER AGENT WITH RESPECT TO THE SHARES OF COMMON STOCK,
AT THE CORPORATION'S REQUEST, BY SUCH TRANSFER AGENT ON THE CORPORATION'S
BEHALF. WRITTEN PROCEDURES DESIGNED TO FACILITATE SUCH DETERMINATION SHALL BE
ESTABLISHED AND MAY BE AMENDED FROM TIME TO TIME, BY THE BOARD OF DIRECTORS.
SUCH PROCEDURES SHALL PROVIDE, AMONG OTHER THINGS, THE MANNER OF PROOF OF FACTS
THAT WILL BE ACCEPTED AND THE FREQUENCY WITH WHICH SUCH PROOF MAY BE REQUIRED TO
BE RENEWED. THE CORPORATION AND ANY TRANSFER AGENT SHALL BE ENTITLED TO RELY ON
ANY AND ALL INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF THE OUTSTANDING
10
<PAGE>
SHARES OF COMMON STOCK COMING TO THEIR ATTENTION FROM ANY SOURCE AND IN ANY
MANNER REASONABLY DEEMED BY THEM TO BE RELIABLE, BUT NEITHER THE CORPORATION NOR
ANY TRANSFER AGENT SHALL BE CHARGED WITH ANY OTHER KNOWLEDGE CONCERNING THE
BENEFICIAL OWNERSHIP OF OUTSTANDING SHARES OF COMMON STOCK.
(VI) IN THE EVENT OF ANY STOCK SPLIT OR STOCK DIVIDEND WITH RESPECT TO THE
OUTSTANDING SHARES OF COMMON STOCK, EACH SHARE OF COMMON STOCK ACQUIRED BY
REASON OF SUCH SPLIT OR DIVIDEND SHALL BE DEEMED TO HAVE BEEN BENEFICIALLY OWNED
BY THE SAME PERSON FROM THE SAME DATE AS THAT ON WHICH BENEFICIAL OWNERSHIP OF
THE OUTSTANDING SHARE OR SHARES OF COMMON STOCK, WITH RESPECT TO WHICH SUCH
SHARE OF COMMON STOCK WAS DISTRIBUTED, WAS ACQUIRED.
(VII) EACH OUTSTANDING SHARE OF COMMON STOCK, WHETHER AT ANY PARTICULAR TIME
THE HOLDER THEREOF IS ENTITLED TO EXERCISE FIVE (5) VOTES OR ONE (1) VOTE, SHALL
BE IDENTICAL TO ALL OTHER SHARES OF COMMON STOCK IN ALL RESPECTS, AND TOGETHER
THE OUTSTANDING SHARES OF COMMON STOCK SHALL CONSTITUTE A SINGLE CLASS OF SHARES
OF THE CORPORATION.
11
<PAGE>
White
PROXY PROXY
CARLISLE COMPANIES INCORPORATED
Proxy Solicited By The Board Of Directors
For A Special Meeting of Shareholders - December 20, 1996
Stephen P. Munn and Dennis J. Hall, or any of them, each with the power of
substitution and revocation, are hereby authorized to represent the undersigned,
with all powers which the undersigned would possess if personally present, to
vote the Common Stock of the undersigned at a special meeting of shareholders of
CARLISLE COMPANIES INCORPORATED to be held at the Company's principal office,
250 South Clinton Street, Suite 201, Syracuse, New York, at 10:00 A.M. on
Friday, December 20, 1996, and at any postponements or adjournments of that
meeting, as set forth below, and in their discretion upon any other business
that may properly come before the meeting.
__ Check here for address change.
New Address:
______________________________
______________________________
______________________________
(Continued and to be signed on reverse side.)
<PAGE>
Carlisle Companies Incorporated
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the proposed amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
25,000,000 shares to 50,000,000 shares.
1. To amend the Company's Restated
Certificate of Incorporation to FOR AGAINST ABSTAIN
increase the number of authorized
shares of common stock from / / / / / /
25,000,000 shares to
50,000,000 shares.
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Dated: ___________________________, 1996
Signature(s) ___________________________
________________________________________
Please vote, sign, date and return this proxy card promptly using the enclosed
envelope.
<PAGE>
Yellow
PROXY PROXY
CARLISLE COMPANIES INCORPORATED
Proxy Solicited by the Board of Directors
For A Special Meeting of Shareholders - December 20, 1996
Stephen P. Munn and Dennis J. Hall, or any of them, each with the power of
substitution and revocation, are hereby authorized to represent the undersigned,
with all powers which the undersigned would possess if personally present, to
vote the Common Stock of the undersigned at a special meeting of shareholders of
CARLISLE COMPANIES INCORPORATED to be held at the Company's principal office,
250 South Clinton Street, Suite 201, Syracuse, New York, at 10:00 A.M. on
Friday, December 20, 1996, and at any postponements or adjournments of that
meeting, as set forth below, and in their discretion upon any other business
that may properly come before the meeting.
__ Check here for address change.
New Address:
______________________________
______________________________
______________________________
(Continued and to be signed on reverse side.)
<PAGE>
Carlisle Companies Incorporated
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the proposed amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
25,000,000 shares to 50,000,000 shares.
1. To amend the Company's Restated FOR AGAINST ABSTAIN
Certificate of Incorporation to
increase the number of authorized / / / / / /
shares of common stock from
25,000,000 shares to
50,000,000 shares.
VOTING CONFIRMATION
Please provide the number of shares beneficially owned for each category
as of November 11, 1996.
_____ shares beneficially owned BEFORE November 11, 1992 entitled to five
votes each.
_____ shares beneficially owned AFTER November 10, 1992 entitled to one
vote each.
Please sign exactly as your name appears. If acting as attorney,
executor, trustee, or in representative capacity, sign name and
indicate title.
Dated: ___________________________, 1996
Signature(s) ________________________________________________________
Please vote, sign, date and return this proxy card promptly using the
enclosed envelope.
<PAGE>
TIME-PHASED VOTING INSTRUCTIONS
CARLISLE COMPANIES INCORPORATED
Voting Procedures - Beneficial Owners
Common Stock of Carlisle Companies Incorporated
TO ALL BANKS, BROKERS AND NOMINEES:
Carlisle Companies Incorporated ("Carlisle") shareholders who were holders
of record on November 11, 1996 and who acquired Carlisle Common Stock before
November 11, 1992, will be entitled to cast five votes per share at the Special
Meeting to be held on December 20, 1996. Those holders of record who acquired
their shares after November 10, 1992 are, with certain exceptions, entitled to
cast one vote per share on the Common Stock they own.
To enable Carlisle to tabulate the voting by beneficial owners of Common
Stock held in your name, a special proxy has been devised for use in tabulating
the number of shares entitled to five votes each and one vote each. On this
card, the beneficial owner must confirm the numbers of five-vote shares and one-
vote shares, respectively, he or she is entitled to vote, and by the same
signature, gives instructions as to the voting of those shares. ALL
UNINSTRUCTED SHARES WILL BE VOTED UNDER THE 10-DAY RULE. ALL SHARES WHERE
BENEFICIAL OWNERSHIP IS NOT CONFIRMED, WHETHER INSTRUCTED OR NOT, WILL BE
LISTED AS ONE-VOTE SHARES. THIS IS NOT TO BE REGARDED AS A NON-ROUTINE VOTE
MERELY BECAUSE OF THE NATURE OF THE VOTING RIGHTS OF THE COMMON STOCK. The
confirmation of beneficial ownership is as follows:
VOTING CONFIRMATION
Please provide the number of shares beneficially owned for each category as of
November 11, 1996.
_____ shares beneficially owned BEFORE November 11, 1992 entitled to five
votes each.
_____ shares beneficially owned and acquired AFTER November 10, 1992
entitled to one vote each.
If no confirmation is provided, it will be deemed that beneficial ownership
of all shares voted will be entitled to one vote each.
YOU DO NOT HAVE TO TABULATE VOTES. Only record the number of shares shown
on the "Voting Confirmation" Section of the Proxy Card. If no shares are
reported on the Proxy Card, record the shares for tabulation purposes as
having been acquired AFTER November 10, 1992.
IF YOU ARE A BROKER, DO NOT CONFIRM SHARES. Only the beneficial owner
confirms shares in each voting category shown on the Proxy Card.
IF YOU ARE A BANK, YOU MAY WISH TO FOLLOW YOUR USUAL PROCEDURES AND FURNISH
THE PROXY CARD TO THE BENEFICIAL OWNER. The beneficial owner will vote his
beneficial ownership including the completion of the information required by the
"Voting Confirmation." The beneficial owner may return the Proxy Card either to
you or to Carlisle Companies Incorporated c/o Harris Trust and Savings Bank,
P.O. Box A-3800, Chicago, Illinois 60690-9608.
November 18, 1996
<PAGE>
Unless otherwise specified below, this Proxy will be voted FOR the proposed
amendment to the Company's Restated Certificated of Incorporation to increase
the number of authorized shares of common stock from 25,000,000 shares to
50,000,000 shares.
CARLISLE COMPANIES INCORPORATED
THIS PROXY FOR A SPECIAL MEETING OF STOCKHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At a Special Meeting of Stockholders of Carlisle Companies Incorporated to
be held on Friday, December 20, 1996, at 10:00 A.M. at the offices of the
Company, 250 South Clinton Street; Suite 201, Syracuse, New York and all
adjournments thereof, Stephen P. Munn and Dennis J. Hall, and each of them, are
authorized to represent me and vote my shares on the following:
ITEM
1. To amend the Company's Restated Certificate of Incorporation to
increase the number of authorized shares of common stock from
25,000,000 shares to 50,000,000 shares.
2. Any other matter properly brought before this meeting.
(INSTRUCTION: In the table below indicate the number of shares voted FOR,
AGAINST or ABSTAIN as to the proposal)
SHARES BENEFICIALLY OWNED
BEFORE NOVEMBER 11,
1992. (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
----------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
1. To amend the Company's
Restated Certificate of Incorporation
to increase the number of authorized
shares of common stock from
25,000,000 shares to 50,000,000 shares. _______ _______ _______
SHARES BENEFICIALLY OWNED AND
ACQUIRED AFTER NOVEMBER 10, 1992
(POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
----------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
1. To amend the Company's
Restated Certificate of Incorporation
to increase the number of authorized
shares of common stock from
25,000,000 shares to 50,000,000 shares. _______ _______ _______
POST ONLY RECORD POSITION:
DO NOT TABULATE VOTES
DATED _____________________, 1996
_________________________________
_________________________________
"ADDRESS LABEL" SIGNATURE OF STOCKHOLDER
PLEASE SIGN YOUR NAME AS IT APPEARS
ON THE PROXY. IN CASE OF MULTIPLE
OR JOINT OWNERSHIP, ALL SHOULD
SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, GIVE FULL TITLE AS SUCH.
