<PAGE>
[LOGO]
CARLISLE COMPANIES INCORPORATED
250 SOUTH CLINTON STREET, SUITE 201
SYRACUSE, NEW YORK 13202-1258
(315) 474-2500
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
The 1997 Annual 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 Monday, April 21, 1997, at 12 noon for
the following purposes:
1. To elect four (4) Directors;
2. To transact any other business properly brought before the meeting.
Only shareholders of record at the close of business on February 24, 1997
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
March 7, 1997
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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 13.
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, together with the 1996 Annual Report, on or about March 7, 1997.
Upon written request mailed to the attention of the Secretary of the Company, at
the address set forth above, the Company will provide without charge a copy of
its 1996 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
VOTING SECURITIES
On January 15, 1997, the Company completed a two-for-one split of the Common
Stock (the "Stock Split"). Immediately following the Stock Split, the Company
had outstanding 30,351,324 shares of Common Stock of which 30,344,352 shares are
entitled to vote. The remaining 6,972 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 February 24,
1997 record date will be entitled to vote at the Annual 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. Following
continuous ownership for a period of four years, the shares are entitled to five
votes per share. Each additional share received in connection with the Stock
Split is entitled to the same number of votes as the underlying share. The
actual voting power of each holder of Common Stock will be based on shareholder
records at the time of the Annual Meeting. See "Voting by Proxy and Confirmation
of Beneficial Ownership" beginning on page 13. In addition, holders of shares
issued from the treasury, other than for the exercise of stock options, before
the close of business on February 24, 1997 (the record date for determining
shareholders entitled to vote at the Annual 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
A. BENEFICIAL OWNERS
The following table provides certain information as of January 31, 1997 with
respect to any person who is known to the Company to be the beneficial owner of
more than five percent of the Company's Common Stock, the only class of the
Company's voting securities. As defined in Securities and Exchange Commission
Rule 13d-3, "beneficial ownership" means essentially that a person has or shares
voting or
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investment decision power over shares. It does not necessarily mean that the
person enjoys any economic benefit from those shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE
- ------------------------------------------------------------ ---------------------------- -----------
<S> <C> <C>
FMR Corp.................................................. 2,383,600(a) 7.85
82 Devonshire Street
Boston, MA 02109
Ms. Magalen O. Bryant..................................... 1,677,888(b)(c) 5.53
c/o Carlisle Companies Incorporated
250 S. Clinton St., Ste. 201
Syracuse, NY 13202
Mr. George L. Ohrstrom, Jr................................ 2,219,834(b)(c)(f)(j) 7.31
c/o Carlisle Companies Incorporated
250 S. Clinton St., Ste. 201
Syracuse, NY 13202
</TABLE>
B. NOMINEES, DIRECTORS AND OFFICERS
The following table provides information as of January 31, 1997, as reported
to the Company by the persons and members of the group listed, as to the number
of shares and the percentage of the Company's Common Stock beneficially owned
by: (i) each Director, nominee and executive officer named in the Summary
Compensation Table on page 7; and (ii) all Directors, nominees and current
executive officers of the Company as a group.
<TABLE>
<CAPTION>
NAME OF DIRECTOR/EXECUTIVE OR
NUMBER OF PERSONS IN GROUP NUMBER OF SHARES(K) PERCENTAGE
- ------------------------------------------------------------ ----------------------------- ---------------
<S> <C> <C>
Magalen O. Bryant........................................... 1,677,888(b)(c) 5.53
Donald G. Calder............................................ 17,296(d) .06
Paul J. Choquette, Jr....................................... 3,250 less than .01
Henry J. Forrest............................................ 4,148 less than .01
Dennis J. Hall.............................................. 373,170(h)(i) 1.22
Peter L.A. Jamieson......................................... 500 less than .01
Peter F. Krogh.............................................. 990 less than .01
Stephen P. Munn............................................. 1,208,236(e)(f)(h)(i) 3.95
George L. Ohrstrom, Jr...................................... 2,219,834(b)(c)(f)(j) 7.31
Eriberto R. Scocimara....................................... 10,460(g) .03
Robert J. Ryan, Jr.......................................... 16,600(i) .05
John W. Altmeyer............................................ 72,078(h)(i) .24
Steven J. Ford.............................................. 21,726(h)(i) .07
14 Directors and current executive officers as a group...... 4,170,828(h)(i) 13.35
</TABLE>
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(a) The shares are held in various fiduciary capacities. The shareholder has
shared voting and dispositive powers with respect to all shares.
(b) Includes 567,392 shares (1.87%) 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 403,200 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.
2
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(d) Includes 2,000 shares held by Mr. Calder's wife and 1,600 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 5,200 shares held by Mr. Munn's wife. Mr. Munn disclaims beneficial
ownership of these shares.
(f) Includes 491,392 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.
(g) Includes 2,000 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,
3,762 shares; Mr. Hall, 3,570 shares; Mr. Altmeyer, 2,410 shares; and Mr.
Ford, 48 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 through the exercise of
stock options issued by the Company; Mr. Munn, 486,668 shares; Mr. Hall,
310,000 shares; Mr. Ryan, 16,000 shares; Mr. Altmeyer, 49,668 shares; Mr.
Ford, 20,668 shares; and other executive officers, 6,132 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 8,800 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.
(k) The amounts shown reflect the Stock Split.
BOARD OF DIRECTORS
A. ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for a classified Board
of Directors under which the Board is divided into three classes of Directors,
each class as nearly equal in number as possible.
At the Annual Meeting four (4) Directors are to be elected. The Directors
will be elected to serve for a three-year term until the 2000 Annual Meeting and
until their successors are elected and qualified. Proxies received by the Board
of Directors containing no instructions to the contrary will be voted for the
four nominees listed below. For voting purposes, proxies requiring confirmation
of the date of beneficial ownership received by the Board of Directors with such
confirmation not completed so as to show which shares beneficially owned by the
shareholder are entitled to five votes for each share will be voted with one
vote for each share. (See "Voting by Proxy and Confirmation of Beneficial
Ownership" beginning on page 13.) In the event any nominee is unable to serve
(an event management does not anticipate), the Proxy will be voted for a
substitute nominee selected by the Board of Directors.
3
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NOMINEES FOR ELECTION
The following table sets forth certain information relating to each nominee,
as furnished to the Company by the nominee. Except as otherwise indicated, each
nominee has had the same principal occupation or employment during the past five
years.
<TABLE>
<CAPTION>
PERIOD OF
POSITIONS WITH COMPANY, PRINCIPAL OCCUPATION, SERVICE AS
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR (A)
- ------------------------------ --- ------------------------------------------------------ -------------------
<S> <C> <C> <C>
Magalen O. Bryant (b)......... 68 Investor in various corporations. Director of Dover April, 1978
Corporation and O'Sullivan Corporation. Member of the to date
Compensation and Pension & Benefits Committees of the
Company.
Paul J. Choquette, Jr......... 58 President of Gilbane Building Company. Chairman of April, 1991
Gilbane Properties, Inc., a real estate development to date
and management company. Director of Fleet Financial
Group, Inc. and Eastern Utilities Associates. Member
of Executive and Pension & Benefits Committees of the
Company.
Stephen P. Munn............... 54 Chief Executive Officer, since September, 1988, and September, 1988
Chairman of the Board, since January, 1994, and to date
President from September, 1988 to February, 1995, of
the Company. Director of O'Sullivan Corporation and
various mutual funds managed by Prudential Mutual
Funds Management, Inc. Member of Executive Committee
of the Company.
George L. Ohrstrom, Jr. (b)... 69 Member of firm of G. L. Ohrstrom & Co., a private April, 1963
investment firm. Director of Roper Industries, Inc. to date
and Harrow Industries, Inc. Chairman of Executive and
Compensation Committees of the Company.
</TABLE>
4
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DIRECTORS WITH UNEXPIRED TERMS
The following table sets forth certain information relating to each Director
whose term has not expired, as furnished to the Company by the Director. Except
as otherwise indicated, each Director has had the same principal occupation or
employment during the past five years.
<TABLE>
<CAPTION>
POSITIONS WITH COMPANY, PRINCIPAL OCCUPATION, PERIOD OF SERVICE
NAME AGE AND OTHER DIRECTORSHIPS AS DIRECTOR (A)
- ------------------------------ --- ------------------------------------------------------ -------------------
<S> <C> <C> <C>
Henry J. Forrest.............. 63 Past Director, President and Chief Operating Officer August, 1993
of Inter-City Products Corporation, a manufacturer of to date
air conditioning products. Chairman of Audit Committee
of the Company.
Peter L.A. Jamieson........... 58 Deputy Chairman of Robert Fleming Holdings Limited, a January, 1996
United Kingdom investment banking firm. Deputy to date
Chairman of Robert Fleming & Co. Limited. Director of
Jardine Fleming Group Limited, Scottish Amicable Life
Assurance Society, Kleinwort Overseas Investment Trust
and Jardine Strategic Holdings Ltd. Member of Audit
and Pension & Benefits Committees of the Company.
Peter F. Krogh................ 60 Dean Emeritus and Distinguished Professor, School of May, 1995
Foreign Service, Georgetown University. Trustee, to date
Winthrop Focus Funds-Wood, Struthers and Winthrop.
Member of Audit and Pension & Benefits Committees of
the Company.
Donald G. Calder.............. 59 Member of firm of G. L. Ohrstrom & Co., a private December, 1984
investment firm. Director of Central Securities to date
Corporation, Roper Industries, Inc., Harrow
Industries, Inc. and Brown-Forman Corporation. Member
of Executive and Audit Committees of the Company.
Dennis J. Hall................ 55 President, since February, 1995, and Executive Vice February, 1995
President, Treasurer and Chief Financial Officer, from to date
August, 1989 to February 1995, of the Company.
Eriberto R. Scocimara......... 61 President and Director of Hungarian-American July, 1970
Enterprise Fund. President, 1991-1992, LCS-- America, to date
Inc. Director of Quaker Fabric Corporation, Roper
Industries, Inc., Harrow Industries, Inc. and Euronet
Services, Inc. Member of Executive and Compensation
Committees and Chairman of Pension & Benefits
Committee of the Company.
</TABLE>
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(a) Information reported includes service as a director of Carlisle Corporation,
the Company's predecessor.
(b) Mrs. Bryant and Mr. Ohrstrom are related to one another as sister and
brother.
5
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B. MEETINGS OF THE BOARD AND CERTAIN COMMITTEES; REMUNERATION OF DIRECTORS
During 1996, the Board of Directors of the Company held seven meetings. The
annual fee paid to each Director who is not a member of management is $20,000.
Each such Director may elect to receive the entire annual fee in cash or
one-half of the fee in cash and the other half in shares of Common Stock of the
Company with a market value equal to that amount. The fee paid to such Directors
for each Board meeting attended is $750.
The Board has standing Executive, Audit, Compensation and Pension and
Benefits Committees.
The Executive Committee has the authority to exercise all powers of the
Board of Directors between regularly scheduled Board meetings. During 1996, the
Executive Committee met two times. Each member of the Executive Committee (other
than Mr. Munn, the Company's Chief Executive Officer) receives an annual fee of
$15,000; the Chairman of the Committee receives an additional fee of $8,000. In
addition, each such member receives $300 for each meeting attended.
The functions of the Audit Committee consist of annually recommending to the
Board of Directors the appointment of independent auditors; reviewing with such
auditors the plan and results of the auditing engagement; reviewing the scope
and results of the Company's procedures for internal auditing; and reviewing the
adequacy of the Company's system of internal accounting controls. During 1996,
the Audit Committee held four meetings. Members of the Audit Committee each
receive $300 for each meeting attended; the Chairman of the Committee receives
an additional fee of $5,000 and each member of the Committee receives an annual
fee of $1,000.
The Compensation Committee administers the Company's incentive programs and
decides upon annual salary adjustments and discretionary bonuses for various
employees of the Company. During 1996, the Compensation Committee met once.
Members of the Compensation Committee each receive $300 for each meeting
attended; the Chairman of the Committee receives an additional fee of $3,000 and
each member of the Committee receives an annual fee of $1,000.
The Pension and Benefits Committee monitors the performance of the Company's
pension and benefits programs and implements changes recommended by the Board.
During 1996, the Pension and Benefits Committee met twice. Members of the
Pension and Benefits Committee each receive $300 for each meeting attended and
the Chairman of the Committee receives an additional fee of $3,000 and each
member of the Committee receives an annual fee of $1,000.
Occasionally Directors are asked to serve on special committees and are
typically paid $300 for each meeting attended or $1,000 for a visit to a plant
site which may require an overnight stay.
For 1996, all Directors attended at least 75% of the aggregate of (i) the
total number of Board of Directors meetings which he or she was eligible to
attend and (ii) all meetings of committees of the Board on which the director
served.
Each Director who is not a member of management is a participant in a
Director Retirement Program. Each such Director who has attained five years of
service on the Board as a non-employee from the date of his or her election to
the Board is eligible to receive retirement benefits under the Program. Upon
retirement from the Board, each eligible Director will receive monthly payments
equal to 1/12 (one-twelfth) the annual fee paid to each Director (cash and
stock) in effect on the date of retirement. The Program payments continue for
the number of years equal to each Director's years of service on the Board; or
until the death of the Director, whichever occurs first. In the event a retired
Director receiving payments dies before receiving his or her full benefit; the
Director's surviving spouse will receive the remaining benefits until the
spouse's death or the benefit is completed, whichever occurs first. As of
December 31, 1996, Mr. E. Douglas Kenna, Mrs. Allen Ohrstrom (surviving spouse
of Mr. Ricard R. Ohrstrom), Mr. Erskine H. White, Jr. and Mr. David G. Thomas
were eligible to receive benefits under the Program.
6
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C. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and Directors, and persons who beneficially own more than ten
(10%) percent of the Company's equity securities, to file reports of security
ownership and changes in such ownership with the Securities and Exchange
Commission (the "SEC"). Executive officers, Directors and greater than
ten-percent beneficial owners also are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based upon a
review of copies of such forms and written representations from its executive
officers and Directors, the Company believes that all Section 16(a) filing
requirements were complied with on a timely basis during and for 1996, except
that a Form 4 was filed after its due date reporting an open market purchase of
250 shares of common stock by Mr. Jamieson.
COMPENSATION OF EXECUTIVE OFFICERS
A. SUMMARY COMPENSATION TABLE
The following table discloses compensation received during the three fiscal
years ended December 31, 1994-1996 by Mr. Munn, the Company's Chief Executive
Officer, and by each of the four remaining most highly paid executive officers
who were serving as executive officers at the end of 1996:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION(1) -------------
SECURITIES
NAME AND ---------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(3) COMPENSATION($)(2)
- ---------------------------------------------- --------- ---------- ---------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
Stephen P. Munn............................... 1996 $ 540,000 $ 500,000 100,000 $ 6,000
Chairman and 1995 525,000 400,000 120,000 6,000
Chief Executive Officer 1994 490,000 375,000 100,000 6,000
Dennis J. Hall................................ 1996 $ 331,000 $ 232,000 60,000 $ 6,000
President 1995 315,000 226,000 60,000 6,000
1994 300,000 215,000 50,000 6,000
Robert J.Ryan,Jr.(4).......................... 1996 $ 140,000 $ 95,000 24,000 $ 0
Vice President, Treasurer and
Chief Financial Officer
John W. Altmeyer.............................. 1996 $ 137,500 $ 97,000 16,000 $ 6,000
Vice President, Corporate Development 1995 118,167 75,000 15,000 6,000
1994 100,000 56,160 10,000 6,000
Steven J. Ford(5)............................. 1996 $ 140,000 $ 98,000 16,000 $ 1,400
Vice President, Secretary and 1995 61,875 45,000 15,000 0
General Counsel
</TABLE>
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(1) Includes amounts earned in fiscal year.
(2) Contribution to the Company 401(k) plan.
(3) Common Stock of the Company. Amounts shown reflect the Stock Split.
(4) Mr. Ryan was hired as Vice President, Treasurer and Chief Financial Officer
in January 1996.
(5) Mr. Ford was hired as Vice President, Secretary, and General Counsel in July
1995.
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B. STOCK OPTION GRANTS IN 1996
The following table discloses information on stock option grants in fiscal
1996 to the named executive officers and the potential stock price appreciation
to all shareholders and all optionees and restricted share recipients assuming
the rates of appreciation set forth below.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL PRE-TAX(2)
SECURITIES OPTIONS REALIZABLE VALUE AT ASSUMED
UNDERLYING GRANTED TO ANNUAL RATES OF STOCK PRICE
OPTIONS EMPLOYEES EXERCISE APPRECIATION FOR OPTION TERM
GRANTED IN FISCAL PRICE EXPIRATION ------------------------------
NAME (#)(4) YEAR ($/SH)(4) DATE(1) 5% 10%
- ----------------------------------------- ----------- ------------- --------- ----------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stephen P. Munn.......................... 100,000 25.3 $ 19.875 2/6/06 $ 1,252,125 $ 3,160,125
Dennis J. Hall........................... 60,000 15.2 19.875 2/6/06 751,275 1,896,075
Robert J. Ryan, Jr. ..................... 24,000 6.1 19.875 2/6/06 300,510 758,430
John W. Altmeyer......................... 16,000 4.0 19.875 2/6/06 200,340 505,620
Steven J. Ford........................... 16,000 4.0 19.875 2/6/06 200,340 505,620
All Optionees and Restricted Share
Recipients as a Group(3)............... 5,556,668 14,023,971
All Shareholders as a Group(3)........... 380,036,516 959,139,778
</TABLE>
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(1) Options are exercisable, 33.3% on 2/7/96; 33.3% on 2/7/97 and the balance on
2/7/98 and thereafter, cumulatively, through the expiration date. In
addition, the options are immediately exercisable upon a Change in Control.
(2) Prior to applicable federal, state and other taxes.
(3) Under the Company's Executive Incentive Program, certain employees of the
Company's operating divisions and subsidiaries who are not named in the
Summary Compensation Table are eligible to receive stock options and shares
of restricted stock of the Company. Separate rows are added to the table for
recipients of all equity based Company compensation as a group and for all
shareholders as a group to illustrate the potential stock price appreciation
to all shareholders.
(4) Amounts shown reflect the Stock Split.
C. AGGREGATED OPTION EXERCISES IN 1996 AND YEAR END VALUES
The following table discloses information on stock option exercises in
fiscal 1996 by the named executive officers and the value of each officers'
unexercised stock options on December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES PRE-TAX(1) VALUE OF
PRE-TAX(1) UNDERLYING UNEXERCISED UNEXERCISED,
SHARES ACQUIRED VALUE OPTIONS AT FISCAL YEAR END IN-THE-MONEY OPTIONS AT
NAME ON EXERCISE(#) REALIZED($)(2) (#)(4) FISCAL YEAR ENDS($)(3)
- ------------------------------ --------------- ------------- -------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
Stephen P. Munn............... 33,500 $ 907,615 413,334 106,666 $ 6,267,640 $ 1,209,060
Dennis J. Hall................ 0 0 270,000 60,000 4,582,840 673,700
Robert J.Ryan,Jr.............. 0 0 8,000 16,000 103,480 206,960
John W. Altmeyer.............. 3,000 69,375 39,334 15,666 586,048 175,335
Steven J. Ford................ 0 0 15,334 15,666 161,590 163,785
</TABLE>
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(1) Prior to applicable federal, state and other taxes.
(2) Value realized is calculated by subtracting the exercise price from the fair
market value of Company stock on the date of exercise.
8
<PAGE>
(3) Total value of options is calculated by subtracting the exercise price from
the fair market value of Company stock of $30.25 (closing price as of
December 31, 1996 adjusted to reflect the Stock Split).
(4) Amounts shown reflect the Stock Split.
D. PENSION PLAN TABLE
The following table discloses estimated annual benefits payable upon
retirement with respect to the retirement plans for employees of the Company and
its subsidiaries.
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 150,000 $ 30,648 $ 40,864 $ 51,080 $ 61,295 $ 71,511
200,000 41,898 55,864 69,830 83,795 97,761
250,000 53,148 70,864 88,580 106,295 124,011
300,000 64,398 85,864 107,330 128,795 150,261
350,000 75,648 100,864 126,080 151,295 176,511
400,000 86,898 115,864 144,830 173,795 202,761
450,000 98,148 130,864 163,580 196,295 229,011
500,000 109,398 145,864 182,330 218,795 255,261
550,000 120,648 160,864 201,080 241,295 281,511
600,000 131,898 175,864 219,830 263,795 307,761
650,000 143,148 190,864 238,580 286,295 334,011
700,000 154,398 205,864 257,330 308,795 360,261
750,000 165,648 220,864 276,080 331,295 386,511
800,000 176,898 235,864 294,830 353,795 412,761
850,000 188,148 250,864 313,580 376,295 439,011
900,000 199,398 265,864 332,330 398,795 465,261
950,000 210,648 280,864 351,080 421,295 491,511
1,000,000 221,898 295,864 369,830 443,795 517,761
1,050,000 233,148 310,864 388,580 466,295 544,011
1,100,000 244,398 325,864 407,330 488,795 570,261
1,150,000 255,648 340,864 426,080 511,295 596,511
1,200,000 266,898 355,864 444,830 533,795 622,761
</TABLE>
Compensation covered by the pension plan of the Company and its subsidiaries
includes total cash remuneration in the form of salaries and bonuses (shown in
the Annual Compensation columns of the Summary Compensation Table). Benefits are
computed as a percentage of final average earnings, subject to reductions for
Social Security amounts.
As of December 31, 1996, the full years of credited service under the plans
for each of the following individuals were as follows: Mr. Munn, 7 years; Mr.
Hall, 6 years; Mr. Ryan, 0 years; Mr. Altmeyer, 6 years; and Mr. Ford, 1 year.
E. COMPENSATORY ARRANGEMENTS AND RELATED TRANSACTIONS
The Company has outstanding agreements with certain executive employees of
the Company selected by the Board of Directors, which agreements provide that
the individuals will not, in the event of the commencement of steps to effect a
Change of Control (defined generally as an acquisition of 20% or more of the
outstanding voting shares or a change in a majority of the Board of Directors),
voluntarily leave the employ of the Company until a third person has terminated
his or its efforts to effect a Change of Control or until a Change of Control
has occurred.
9
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In the event of a termination of the individual's employment within three
(3) years of a Change in Control, the executive is entitled to three years'
compensation, including bonus, retirement benefits equal to the benefits he
would have received had he completed three additional years of employment,
continuation of all life, accident, health, savings, and other fringe benefits
for three years, and relocation assistance.
At any time prior to a Change of Control, the Board of Directors of the
Company may amend, modify or terminate any such agreement. The Board of
Directors may also, at any time, terminate an agreement with respect to any
executive employee who is affiliated with any group seeking or accomplishing a
Change of Control. Mr. Munn, Mr. Hall, Mr. Ryan, Mr. Altmeyer, and Mr. Ford are
each a party to such an agreement.
F. PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
returns, assuming reinvestment of dividends, for the Company, the S&P 500
Composite Index and the Russell 2000 Index.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CARLISLE S&P 500 RUSSELL 2000
<S> <C> <C> <C>
1991 100 100 100
1992 117.72 107.73 118.42
1993 172.96 118.49 140.79
1994 191.52 120.04 138.23
1995 218.67 165.02 177.55
1996 334.01 202.82 207.44
</TABLE>
G. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The policies of the Compensation Committee of the Board of Directors of the
Company are highly performance-related and are intended to motivate and reward
individual performance that contributes to the attainment of the operational,
financial and strategic goals set by management to build shareholder value.
10
<PAGE>
Executive officers of the Company receive an annual base salary and are
eligible for grants of stock options and performance-based cash bonuses. The
Compensation Committee evaluates subjective individual and objective Company
performance criteria in determining the size of the various components of
compensation. However, no pre-established compensation targets are set nor are
any specific objective performance criteria or pre-established weights thereof
assigned to any component to the exclusion of others.
Base salaries are normally adjusted annually, based upon general industry
changes in salary levels, individual and Company performance and levels of
duties and responsibilities.
Annual cash bonuses awarded to executive officers are based on a percentage
of each officer's base salary. The percentage of base salary for each officer is
determined each year by the Compensation Committee based on an unweighted
subjective evaluation of individual performances as reported to the Compensation
Committee by the Chief Executive Officer, an objective review of Company
performance criteria, such as sales, operating earnings, net earnings per share
and stock price, acquisitions, strategic accomplishments and other factors as
the Compensation Committee deems appropriate.
Amounts paid as annual cash bonuses to the Chief Executive Officer and the
four remaining highest compensated officers of the Company are included as
compensation under Section 162(m) of the Internal Revenue Code for purposes of
determining the extent to which a tax deduction will be disallowed to the
Company for annual compensation paid to any such person in excess of $1,000,000.
In order to exclude annual cash bonuses from the calculation of the $1,000,000
limitation, such amounts must be paid solely on account of the attainment of one
or more performance goals that precludes the exercise of discretion by the
Compensation Committee. The Compensation Committee believes that its policy of
evaluating subjective individual performances in awarding annual cash bonuses is
important to attracting, retaining and motivating key personnel of the Company
and has determined that such discretion should be maintained in order to serve
the best interests of the Company.
Stock options are generally awarded annually under a provision of the
Company's Executive Incentive Plan which gives the Compensation Committee
discretion to award stock options to executive employees. Under amendments to
the stock option plan approved by the shareholders, compensation paid in the
form of nonqualified stock options will constitute "performance-based
compensation" under Section 162(m) of the Internal Revenue Code. In addition to
preserving the Company's income tax deduction for compensation paid in the form
of nonqualified stock options, the amendments enhance the performance-related
policies of the Compensation Committee by assuring that compensation
attributable to the exercise of stock options is paid solely on account of the
attainment of a specified performance goal, namely, appreciation in value of the
Company's stock. The amendments also function to reward executive officers only
to the extent that the Company's shareholders have benefitted from share
appreciation. Under the amendments, stock options will generally be granted with
an option price equal to the fair market value of the Company's stock on the
date of grant. Additionally, in order to provide an objective formula for
determining the maximum amount of compensation an executive officer may receive
on the exercise of stock options, no participant may receive options to acquire
more than one hundred thousand (100,000) option shares in any one fiscal year
period. While the number of stock options awarded to any executive officer by
the Compensation Committee is not determined by a pre-established plan formula,
the Compensation Committee reviews individual and Company performance criteria
and other factors it deems appropriate in awarding stock options.
With respect to compensation earned by the executive officers of the Company
in 1996 (including bonus compensation paid in 1997), the Compensation Committee
reviewed and measured each executive's individual contributions to the progress
made by the Company toward accomplishing its financial and strategic goals,
including the Company's performance against prior year financial figures and
ratios and the enumerated critical success factors outlined in the 1996 Annual
Report to Shareholders. The Compensation Committee found, as reflected in the
financial statements of the Company for the year ending
11
<PAGE>
December 31, 1996, that the Company performed favorably in 1996 against prior
year sales (up 24%), operating earnings (up 26%), net earnings per share (up
28%) and stock price (up 49.84%). The Company also performed favorably against
its critical success factors as outlined in the 1996 Annual Report to
Shareholders. Of course, industry standards and global economic conditions also
influenced executive compensation decisions by the Committee.
Compensation paid to Mr. Stephen P. Munn, the Company's Chief Executive
Officer, was assessed on both qualitative and quantitative performance based
measures consistent with the policies set forth above. While the Committee
included in Mr. Munn's performance measurement a comparative review of Company
financial figures and ratios, which, as discussed above, it found favorable,
principal among all criteria considered by the Committee in establishing Mr.
Munn's compensation was the continued significant enhancement in shareholder
value. Total return in shareholder value approximated 52.7 percent for calendar
year 1996 and exceeded 234 percent for the five-year period ending on December
31, 1996. In addition, the total market value of the Company's stock increased
over $299 million in calendar year 1996. Quarterly dividends increased over 10.7
percent, enabling the Company to pass on a portion of the Company's earnings to
shareholders.
CARLISLE COMPANIES INCORPORATED
COMPENSATION COMMITTEE
George L. Ohrstrom, Jr., Chairman
Magalen O. Bryant
Eriberto R. Scocimara
12
<PAGE>
SELECTION OF AUDITORS
Arthur Andersen LLP has served as independent auditors of the Company since
March, 1994 and has been recommended by the Audit Committee to audit the
accounts of the Company and its subsidiaries for the year ending December 31,
1997. One or more representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting and will be given an opportunity to make a
statement, if they so desire, and to respond to appropriate questions of
shareholders in attendance.
SHAREHOLDER PROPOSALS FOR PRESENTATION
AT THE 1998 ANNUAL MEETING
If a shareholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy Statement for the 1998 Annual Meeting,
the proposal must be sent by Certified Mail-Return Receipt Requested and must be
received at the executive offices of the Company, 250 South Clinton Street,
Suite 201, Syracuse, New York 13202-1258, Attn: Secretary, no later than
November 11, 1997. All proposals must conform to the rules and regulations of
the Securities and Exchange Commission.
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP
To assure that your shares will be represented at the Annual 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 Annual Meeting and voting in person.
The number of votes that each shareholder will be entitled to cast at the
Annual 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,
with respect to each of such holder's shares.
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 February 24, 1997 were beneficially owned before February 24, 1993,
entitling such shareholder to five votes per share, and how many were acquired
after February 23, 1993, 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 Annual Meeting, it will be deemed by the
Company that beneficial ownership of all shares was effected after February 23,
1993, 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 Annual Meeting.
Proxy Cards are being furnished to shareholders of record on February 24,
1997 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
February 24, 1993, 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
February 23, 1993, 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
13
<PAGE>
be, as shown on the records of the Company. Each additional share received in
connection with the Stock Split is entitled to the same number of votes as the
underlying share.
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 Annual Meeting or the shareholder will be entitled at the
Annual 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 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.
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 Annual Meeting.
Directors are elected by a plurality of the votes of the shares present in
person or represented by proxy at the Annual Meeting and entitled to vote.
Election of Directors shall be by ballot whenever requested by a majority of
the persons entitled to vote and present at the Annual Meeting, but unless so
requested, may be held in any way approved at the Annual Meeting.
All proxies will be voted, if no contrary instruction is indicated on the
proxy, for the election as Directors of the persons nominated by the Board of
Directors of the Company.
14
<PAGE>
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 Annual Meeting. Should any further business come before the Annual
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: March 7, 1997
15
<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
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<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.
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(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
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<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.
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<PAGE>
PROXY PROXY
CARLISLE COMPANIES INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 21, 1997
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 THE ANNUAL 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 12:00 NOON ON
MONDAY, APRIL 21, 1997, 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 -
This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named.
<TABLE>
<S> <C> <C> <C>
1. Election of Directors - FOR WITHHOLD FOR ALL
Nominees: Magalen O. Bryant, ALL ALL (Except those whose names are written on the line provided below)
Paul J. Choquette, Jr., Stephen P.
Munn and George L. Ohrstrom, Jr. O O O _______________________________________
VOTING CONFIRMATION
Please provide the number of shares
beneficially owned for each category as
of February 24, 1997.
_____ shares beneficially owned BEFORE
February 24, 1993 entitled to five votes
each.
_____ shares beneficially owned AFTER
February 23, 1993 entitled to one vote
each.
If no confirmation is provided, all
shares will be 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: ___________________________, 1997
Signature(s) ___________________________
________________________________________
Please vote, sign, date and return this
proxy card promptly using the enclosed
envelope.
</TABLE>
<PAGE>
PROXY PROXY
CARLISLE COMPANIES INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 21, 1997
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 THE ANNUAL 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 12:00 NOON ON
MONDAY, APRIL 21, 1997, 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 -
This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named.
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1. Election of Directors - FOR WITHHOLD FOR ALL
Nominees: Magalen O. Bryant, ALL ALL (Except those whose names are written on the line provided below)
Paul J. Choquette, Jr., Stephen
P. Munn, George L. Ohrstrom, Jr. O O O _____________________________
Please sign exactly as
your name appears. If
acting as attorney,
executor, trustee, or in
representative capacity,
sign name and indicate
title.
Dated: _________________, 1997
Signature(s) _________________
______________________________
Please vote, sign, date and
return this proxy card
promptly using the enclosed
envelope.
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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 February 24, 1997 and who acquired Carlisle Common Stock before
February 24, 1993, will be entitled to cast five votes per share at the Annual
Meeting to be held on April 21, 1997. Those holders of record who acquired
their shares after February 23, 1993 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
February 24, 1997.
_____ shares beneficially owned BEFORE February 24, 1993 entitled
to five votes each.
_____ shares beneficially owned and acquired AFTER February 23,
1993 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 February 23, 1993.
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.
March 7, 1997
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Unless otherwise specified below, this Proxy will be voted FOR the election
as Directors of the nominees listed below.
CARLISLE COMPANIES INCORPORATED
THIS PROXY FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of Carlisle Companies Incorporated to
be held on Monday, April 21, 1997, at 12:00 Noon 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. The election of four (4) Directors. The nominees are:
Magalen O. Bryant, Paul J. Choquette, Jr., Stephen P. Munn, and George
L. Ohrstrom, Jr.
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 each nominee for Director)
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<CAPTION>
SHARES BENEFICIALLY OWNED BEFORE FEBRUARY 24,
1993. (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
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1. DIRECTORS
MAGALEN O. BRYANT ................................... _______ _______ _______
PAUL J. CHOQUETTE, JR. .............................. _______ _______ _______
STEPHEN P. MUNN ................................... _______ _______ _______
GEORGE L. OHRSTROM, JR. .............................. _______ _______ _______
<CAPTION>
SHARES BENEFICIALLY OWNED AND ACQUIRED
AFTER FEBRUARY 23, 1993 (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
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1. DIRECTORS
MAGALEN O. BRYANT ................................... _______ _______ _______
PAUL J. CHOQUETTE, JR. .............................. _______ _______ _______
STEPHEN P. MUNN ................................... _______ _______ _______
GEORGE L. OHRSTROM, JR. .............................. _______ _______ _______
<CAPTION>
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POST ONLY RECORD POSITION:
DO NOT TABULATE VOTES
DATED _______________________________, 1997
___________________________________________
___________________________________________
"ADDRESS LABEL" SIGNATURE OF SHAREHOLDER
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.
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