<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 Section240.14a-11(c) or
Section240.14a-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:
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(4) Date Filed:
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<PAGE>
[LOGO]
CARLISLE COMPANIES INCORPORATED
250 SOUTH CLINTON STREET, SUITE 201
SYRACUSE, NEW YORK 13202-1258
(315) 474-2500
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
The 1999 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 Tuesday, April 20, 1999, at 12:00 Noon
for the following purposes:
1. To elect three (3) Directors;
2. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common
stock ("Shares" or "Common Shares") from 50,000,000 to 100,000,000;
3. To transact any other business properly brought before the meeting.
Only shareholders of record at the close of business on February 24, 1999
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 9, 1999
<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 15.
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 1998 Annual Report, on or about March 9, 1999.
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 1998 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
VOTING SECURITIES
At the close of business on December 31, 1998, the Company had 30,178,457
Shares outstanding of which 30,171,829 Shares are entitled to vote. The
remaining 6,628 Shares are not entitled to vote until the holders of Carlisle
Corporation common stock certificates exchange their certificates for Shares
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 issued pursuant to the exchange before
the February 24, 1999 record date will be entitled to vote at the Annual
Meeting.
The Company's Restated Certificate of Incorporation provides that each
person who received Shares in connection with the Merger is entitled to five
votes per share. Persons acquiring Shares 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. The actual
voting power of each holder of Shares 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 15. 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, 1999 (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, 1999 with
respect to any person who is known to the Company to be the beneficial owner of
more than five percent (5%) of the Company's Common Shares, the only class of
voting securities. As defined in Securities and Exchange Commission Rule 13d-3,
"beneficial ownership" means essentially that a person has or shares voting or
investment
<PAGE>
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>
Robert Fleming, Inc............................................................. 1,713,082 5.68
320 Park Avenue - 11th Floor
New York, NY 10022
Ms. Magalen O. Bryant........................................................... 1,598,373(a)(b) 5.30
c/o Carlisle Companies Incorporated
250 S. Clinton St., Ste. 201
Syracuse, NY 13202
Mr. George L. Ohrstrom, Jr...................................................... 1,652,803(b)(e)(i) 5.47
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, 1999, as reported
to the Company by the persons and members of the group listed, as to the number
and the percentage of Common Shares beneficially owned by: (i) each Director,
nominee and executive officer named in the Summary Compensation Table on page 8;
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 PERCENTAGE
- -------------------------------------------------------------------------------- ---------------- ---------------
<S> <C> <C>
Magalen O. Bryant............................................................... 1,598,373(a)(b) 5.30
Donald G. Calder................................................................ 20,533(c) .07
Paul J. Choquette, Jr........................................................... 4,635(j) .02
Henry J. Forrest................................................................ 5,833 .02
Dennis J. Hall.................................................................. 456,100(g)(h) 1.49
Peter L.A. Jamieson............................................................. 1,748 less than .01
Peter F. Krogh.................................................................. 1,575 less than .01
Stephen P. Munn................................................................. 991,917(d)(e)(g)(h) 3.23
G. FitzGerald Ohrstrom.......................................................... 404,062(b)(e)(k) 1.34
Eriberto R. Scocimara........................................................... 12,984(f) .04
Robin W. Sternbergh............................................................. 62 less than .01
Scott C. Selbach................................................................ 105,758(g)(h) .35
Robert J. Ryan, Jr.............................................................. 48,130(g)(h) .16
Steven J. Ford.................................................................. 48,605(g)(h) .16
14 Directors and current executive officers as a group.......................... 3,297,155(g)(h) 10.63
</TABLE>
- ------------------------
(a) Includes 567,392 Shares (1.88%) held by a trust for the benefit of Mrs.
Bryant's children as which Mrs. Bryant is a trustee. Ms. Bryant disclaims
beneficial ownership of these Shares.
(b) Includes 403,200 Shares (1.34%) held by the Ohrstrom Foundation, of which
Mrs. Bryant, Mr. George L. Ohrstrom, Jr. and Mr. G. FitzGerald Ohrstrom are
co-directors. Each disclaims beneficial ownership of these Shares.
2
<PAGE>
(c) Includes 2,000 Shares held by Mr. Calder's wife, 2,600 Shares held by Mr.
Calder's wife as custodian for the benefit of their two children and 2,000
Shares held by Mr. Calder's adult child living at home. Mr. Calder disclaims
beneficial ownership of these Shares.
(d) Includes 5,200 Shares held by Mr. Munn's wife. Mr. Munn disclaims beneficial
ownership of these Shares.
(e) Includes 491,392 Shares (1.62%) held by a trust as to which Mr. George L.
Ohrstrom, Jr. and Mr. Munn are co-trustees. Each disclaims beneficial
ownership of these Shares.
(f) Includes 2,000 Shares held by Mr. Scocimara's wife. Mr. Scocimara disclaims
beneficial ownership of these Shares.
(g) Includes Shares allocated to the accounts of the following named officers
participating in the Company's Employee Incentive Savings Plan; Mr. Munn,
4,149 Shares; Mr. Hall, 3,950 Shares; Mr. Selbach, 3,532 Shares; Mr. Ryan,
330 Shares; and Mr. Ford, 381 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.
(h) Includes Shares which the following named officers have the right to acquire
within sixty (60) days through the exercise of stock options issued by the
Company; Mr. Munn, 266,700 Shares; Mr. Hall, 393,350 Shares; Mr. Selbach,
80,670 Shares; Mr. Ryan, 44,000 Shares; and Mr. Ford, 46,670 Shares. Shares
issued from the treasury of the Company pursuant to the exercise of stock
options have one vote per share until the Shares issued upon exercise of the
options has been held for a continuous period of four years.
(i) Includes 8,800 Shares (less than .01%) held by various trusts as to which
Mr. George L. Ohrstrom, Jr. is a co-trustee. Mr. George L. Ohrstrom, Jr.
disclaims beneficial ownership of these Shares.
(j) Includes 700 Shares held by Mr. Choquette's wife. Mr. Choquette disclaims
beneficial ownership of these Shares.
(k) Includes 400 Shares (less than .01%) held by various trusts as to which Mr.
G. FitzGerald Ohrstrom is a co-trustee. Mr. G. FitzGerald Ohrstrom disclaims
beneficial ownership of these Shares.
3
<PAGE>
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 three (3) Directors are to be elected. The Directors
will be elected to serve for a three-year term until the 2002 Annual Meeting and
until their successors are elected and qualified. Directors will be elected by a
plurality of the votes cast. Only votes cast for a nominee will be counted,
except that the accompanying Proxy will be voted for the three nominees in the
absence of instructions to the contrary. Abstentions, broker non-votes, and
instruction on the accompanying Proxy to withhold authority to vote for one or
more of the nominees will result in the respective nominees receiving fewer
votes. 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 15.) 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 or the number of Directors will be reduced.
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>
POSITION WITH COMPANY,
PRINCIPAL OCCUPATION, AND PERIOD OF SERVICE
NAME AGE OTHER DIRECTORSHIPS AS DIRECTOR (a)
- ------------------------------------ --- ------------------------------------------------ -------------------
<S> <C> <C> <C>
Henry J. Forrest.................... 65 Past Director, President and Chief Operating August, 1993
Officer of Inter-City Products Corporation, a to date
manufacturer of air conditioning products.
Chairman of Audit Committee and Member of
Compensation Committee of the Company.
Peter L.A. Jamieson................. 60 Past Director of Robert Fleming Holdings January, 1996
Limited, a United Kingdom investment banking to date
firm. Member of Audit and Pension and Benefits
Committees of the Company
Peter F. Krogh...................... 62 Dean Emeritus and Distinguished Professor, May, 1995
School of Foreign Service, Georgetown to date
University. Trustee, Winthrop Focus Funds-Wood,
Struthers and Winthrop Management Co. Chairman
of Pension and Benefits Committee and Member of
Audit Committee of the Company.
</TABLE>
4
<PAGE>
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>
POSITION WITH COMPANY,
PRINCIPAL OCCUPATION, AND PERIOD OF SERVICE
NAME AGE OTHER DIRECTORSHIPS AS DIRECTOR (a)
- ------------------------------------ --- ------------------------------------------------ -------------------
<S> <C> <C> <C>
Magalen O. Bryant (b)............... 70 Investor in various corporations. Director of April, 1978
Dover Corporation and O'Sullivan Corporation. to date
Member of the Compensation and Executive
Committees of the Company.
Donald G. Calder.................... 61 President of G.L. Ohrstrom & Co., Inc., a December, 1984
private investment firm. Chairman of the Board to date
and Chief Executive Officer of Harrow
Industries, Inc. Director of Central Securities
Corporation, Roper Industries, Inc., and
Brown-Forman Corporation. Member of Executive
and Audit Committees of the Company.
Paul J. Choquette, Jr............... 60 Chairman of the Board and Chief Executive April, 1991
Officer of Gilbane Building Company and Chairman to date
of Gilbane Properties, Inc., real estate
development and management companies. Director
of Fleet Financial Group, Inc. and Eastern
Utilities Associates. Member of Executive and
Pension and Benefits Committees of the Company.
Dennis J. Hall...................... 57 Vice Chairman and Chief Operating Officer since February, 1995
March, 1999, President, from February, 1995 to to date
March, 1999, and Executive Vice President,
Treasurer and Chief Financial Officer, from
August, 1989 to February 1995, of the Company.
Stephen P. Munn..................... 56 Chief Executive Officer, since September, 1988, 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.
Chairman of Executive Committee of the Company.
G. FitzGerald Ohrstrom.............. 45 Vice Chairman of G.L. Ohrstrom & Co., Inc., a May, 1998
private investment firm. Director of Harrow to date
Industries, Inc. Member of Audit and Pension and
Benefits Committees of the Company.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH COMPANY,
PRINCIPAL OCCUPATION, AND PERIOD OF SERVICE
NAME AGE OTHER DIRECTORSHIPS AS DIRECTOR (a)
- ------------------------------------ --- ------------------------------------------------ -------------------
<S> <C> <C> <C>
Eriberto R. Scocimara............... 63 President, Chief Executive Office and Director July, 1970
of Hungarian-American Enterprise Fund. Director to date
of Quaker Fabric Corporation, Roper Industries,
Inc., Harrow Industries, Inc. and Euronet
Services, Inc. Chairman of Compensation
Committee and Member of Executive Committee of
the Company.
Robin W. Sternbergh................. 52 Past General Manager of Distribution of May, 1998
International Business Machines, a computer to date
manufacturer and provider of information
technology services. Member of Audit and Pension
and Benefits Committees of the Company.
</TABLE>
- ------------------------
(a) Information reported includes service as a Director of Carlisle Corporation,
the Company's predecessor.
(b) Mrs. Bryant is Mr. G. FitzGerald Ohrstrom's aunt.
B. MEETINGS OF THE BOARD AND CERTAIN COMMITTEES; REMUNERATION OF DIRECTORS
During 1998, the Board of Directors of the Company held five (5) meetings.
The annual fee paid to each Director who is not a member of management is
$20,000. Each non-management 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 with a
market value equal to that amount. In addition, the non-management Directors
receive an attendance fee for each Board meeting attended. The fee was increased
from $750 to $1,500 in August, 1998. As a result, the non-management Directors
received $750 for the February and May meetings and $1,500 for the August,
November and December meetings.
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 1998, the
Executive Committee did not meet. Each member of the Executive Committee (other
than Mr. Munn, the Company's Chief Executive Officer and the Chairman of the
Committee) receives an annual fee of $15,000.
The functions of the Audit Committee consist of annually recommending to the
Board of Directors the appointment of independent auditors; reviewing with the
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 1998,
the Audit Committee held three (3) meetings. Each member of the Audit Committee
receives an annual fee of $1,000. The Chairman of the Committee receives an
additional annual fee of $5,000.
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 1998, the Compensation Committee met once. Each
member of the Compensation Committee receives an annual fee of $1,000. The
Chairman of the Committee receives an additional annual fee of $3,000.
The Pension and Benefits Committee monitors the performance of the Company's
pension and benefits programs and implements changes recommended by the Board.
During 1998, the Pension and
6
<PAGE>
Benefits Committee met twice. Each member of the Pension and Benefits Committee
receives an annual fee of $1,000. The Chairman of the Committee receives an
additional annual fee of $3,000.
In addition, each non-management member of a Committee receives an
attendance fee for each meeting attended. The attendance fee was increased from
$300 to $400 in August 1998. As a result, the following attendance fees were
paid in 1998: (i) Executive Committee--none, (ii) Audit Committee--$300 for the
February meeting and $400 for the August and December meetings, (iii)
Compensation Committee--$300 for the February meeting, and (iv) Pension and
Benefits Committee--$300 for the May meeting and $400 for the November meeting.
Occasionally Directors are asked to serve on special committees and are
typically paid $400 for each meeting attended or $1,000 for a visit to a plant
site which may require an overnight stay.
For 1998, all Directors attended at least seventy-five percent (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 Directors (cash and stock) in
effect on the date of retirement. The Program payments continue for the number
of years equal to the 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.
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
percent (10%) 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 solely 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 1998.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
A. SUMMARY COMPENSATION TABLE
The following table discloses compensation received during the three fiscal
years ended December 31, 1996-1998 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 1998:
<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.......................... 1998 $ 700,000 $ 1,000,000 100,000 $ 6,400
Chairman and Chief Executive Officer 1997 600,000 600,000 100,000 6,333
1996 540,000 500,000 100,000 6,000
Dennis J. Hall........................... 1998 $ 380,000 $ 265,000 50,000 $ 6,400
President 1997 348,000 245,000 30,000 6,333
1996 331,000 232,000 60,000 6,000
Scott C. Selbach(4)...................... 1998 $ 186,000 $ 130,000 10,000 $ 6,400
Vice President, Corporate Development 1997 177,000 123,000 8,000 265,947(5)
1996 168,300 110,000 16,000 84,855(6)
Robert J. Ryan, Jr....................... 1998 $ 155,000 $ 108,000 12,000 $ 6,400
Vice President, Treasurer and Chief 1997 142,000 100,000 12,000 6,333
Financial Officer 1996 140,000 95,000 24,000 0
Steven J. Ford........................... 1998 $ 160,000 $ 112,000 10,000 $ 6,400
Vice President, Secretary and General 1997 147,000 103,000 9,000 6,333
Counsel 1996 140,000 98,000 16,000 1,400
</TABLE>
- ------------------------
(1) Includes amounts earned in fiscal year.
(2) For the executive officers other than Mr. Selbach, includes only vested and
non-vested contributions by the Company to the Company 401(k) plan.
(3) Common Shares of the Company. Amounts shown for 1996 reflect adjustments for
the two-for-one stock split on January 15, 1997.
(4) Mr. Selbach was appointed Vice President, Corporate Development on July 15,
1997.
(5) Includes $6,333 for vested contribution by the Company to the Company 401(k)
plan and non-reoccurring payments and reimbursements totaling $259,614
attributable to overseas assignment and relocation.
(6) Includes $6,000 for vested contribution by the Company to the Company 401(k)
plan, and a payment of $78,855 for cost of living adjustment attributable to
overseas assignment.
8
<PAGE>
B. STOCK OPTION GRANTS IN 1998
The following table discloses information on stock option grants in fiscal
1998 to the named executive officers and the potential stock price appreciation
to all shareholders and all optionees and restricted share recipients assuming
the rates of appreciation set forth below.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO PRE-TAX(2)
OPTIONS EMPLOYEES IN EXERCISE GRANT DATE
GRANTED FISCAL PRICE EXPIRATION PRESENT
NAME (#) YEAR ($/SH) DATE(1) VALUE(3)
- ------------------------------------------------------- ----------- --------------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Stephen P. Munn........................................ 100,000 41.8 $ 46.5625 2/3/08 $ 1,308,000
Dennis J. Hall......................................... 50,000 20.9 46.5625 2/3/08 654,000
Scott C. Selbach....................................... 10,000 4.2 46.5625 2/3/08 130,800
Robert J. Ryan, Jr..................................... 12,000 5.0 46.5625 2/3/08 156,960
Steven J. Ford......................................... 10,000 4.2 46.5625 2/3/08 130,800
</TABLE>
- ------------------------
(1) Options are exercisable, 33.3% on 2/4/98; an additional 33.3% on 2/4/99 and
the balance on 2/4/00 and thereafter, cumulatively, through the expiration
date. In addition, the options are immediately exercisable upon a Change in
Control (as defined on page 10).
(2) Prior to applicable federal, state and other taxes.
(3) The Black-Scholes model used to calculate the hypothetical values at date of
grant considers the following factors to estimate the options present value:
the stock's historic volatility calculated using the quarterly market price
of the Shares since March 1990, the expected life of the option, risk-free
interest rates and the Shares expected dividend yield. The assumptions used
in the model for this valuation were: Share price volatility 25.6%; expected
life 7 years; risk-free interest of 5.5%; and an expected dividend yield of
1.2%. This resulted in a discounted per Share value of $16.35 (35% of the
option price). The Black-Scholes model assumes that an option is not
cancelable and that it can be sold at any time for cash. Since those
assumptions are not applicable here, the Company has reduced the above grant
date present values by 20%.
C. AGGREGATED OPTION EXERCISES IN 1998 AND YEAR END VALUES
The following table discloses information on stock option exercises in
fiscal 1998 by the named executive officers and the value of each officers'
unexercised stock options on December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES PRE-TAX(1) VALUE OF
SHARES PRE-TAX(1) UNDERLYING UNEXERCISED UNEXERCISED,
ACQUIRED ON VALUE OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
NAME EXERCISE(#) REALIZED($)(2) YEAR END (#) FISCAL YEAR ENDS($)(3)
- ----------------------- ----------- ----------- ------------------------ -----------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Stephen P. Munn........ 220,000 $7,362,200 199,966 100,034 $5,386,748 $2,213,252
Dennis J. Hall......... 0 0 350,074 43,350 13,121,331 959,119
Scott C. Selbach....... 0 0 74,666 9,334 2,551,425 206,515
Robert J. Ryan, Jr..... 0 0 36,000 12,000 1,027,500 265,500
Steven J. Ford......... 0 0 40,330 9,670 1,194,426 213,949
</TABLE>
- ------------------------
(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 the Shares on the date of exercise.
(3) Total value of options is calculated by subtracting the exercise price from
$51.6250 (the closing price of the Shares on December 31, 1998).
9
<PAGE>
D. PENSION PLAN
The pension plans of the Company and its subsidiaries provide defined
benefits including a cash balance formula whereby participants accumulate a cash
balance benefit based upon a percentage of compensation allocation made annually
to the participants' cash balance accounts. The allocation percentage ranges
from 2% to 7% and is determined on the basis of each participant's years of
service. The cash balance account is further credited with interest annually.
The interest credit is based on the One Year Treasury Constant Maturities as
published in the Federal Reserve Statistical Release over the one year period
ending on the December 31st immediately preceding the applicable plan year. The
interest rate for the plan year ending December 31, 1998 was 6.53%. Compensation
covered by the pension plan of the Company and its subsidiaries includes total
cash remuneration in the form of salaries and bonuses, including amounts
deferred under Sections 401(k) and 125 of the Internal Revenue Code of 1986, as
amended.
The annual annuity benefit payable starting at normal retirement age (age 65
with five years of service) as accrued through December 31, 1998 under the
pension plans of the Company and its subsidiaries for the executives named in
the Summary Compensation table were as follows: Mr. Munn, $139,632; Mr. Hall,
$68,970; Mr. Selbach, $26,886; Mr. Ryan, $2,906; and Mr. Ford, $8,277.
As of December 31, 1998, the full years of credited service under the plans
for each of the following individuals were as follows: Mr. Munn, 9 years; Mr.
Hall, 8 years; Mr. Ryan, 2 years; Mr. Selbach, 8 years; and Mr. Ford, 2 years.
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.
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. Messrs. Munn, Hall, Ryan, Selbach, and Ford are each a party
to such an agreement.
10
<PAGE>
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>
1993 $100.00 $100.00 $100.00
1994 $110.73 $101.31 $98.19
1995 $126.42 $139.27 $126.11
1996 $193.11 $171.17 $147.34
1997 $276.78 $228.17 $182.13
1998 $338.71 $292.78 $177.62
</TABLE>
The following table shows how a $100 investment in Carlisle has grown over
the five-year period ending December 31, 1998 as compared to a $100 investment
in the S&P 500 Composite Index and the Russell 2000 Index. The table assumes
reinvestment of all dividends.
<TABLE>
<CAPTION>
RUSSELL
DATE CARLISLE S&P 500 2000
- --------- --------- --------- -----------
<S> <C> <C> <C>
1993..... $ 100.00 $ 100.00 $ 100.00
1994..... 110.73 101.31 98.19
1995..... 126.42 139.27 126.11
1996..... 193.11 171.17 147.34
1997..... 276.78 228.17 182.13
1998..... 338.71 292.78 177.62
</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.
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.
11
<PAGE>
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 benefited 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 1998 (including bonus compensation paid in 1999), 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 1998 Annual
Report to Shareholders. The Compensation Committee found, as reflected in the
financial statements of the Company for the year ending December 31, 1998, that
the Company performed favorably in 1998 against prior year sales (up 20%),
earnings before interest and taxes (up 21%), net earnings per share (up 21%) and
stock price (up 21%). The Company also performed favorably against its critical
success factors as outlined in the 1998 Annual Report to Shareholders. Of
course, industry standards and global economic conditions also influenced
executive compensation decisions by the Committee.
12
<PAGE>
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 to shareholders approximated 21.7% for calendar year 1998
and 27.0% average annual return for the five-year period ending on December 31,
1998. In addition, the total market value of the Company increased over $287
million in calendar year 1998. Quarterly dividends increased over 14%, enabling
the Company to pass on a portion of the Company's earnings to shareholders.
CARLISLE COMPANIES INCORPORATED
COMPENSATION COMMITTEE
Eriberto R. Scocimara, Chairman
Magalen O. Bryant
Henry J. Forrest
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<PAGE>
PROPOSAL TO AMEND RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors believes that it is in the Company's best interest to
approve a proposal to amend the Company's Restated Certificate of Incorporation
(the "Certificate") to increase the number of Shares the Company is authorized
to issue from 50,000,000 to 100,000,000 (the "Amendment"). The Board has
unanimously adopted resolutions approving the Amendment and directing that the
Amendment be submitted to the shareholders for their approval at the Annual
Meeting.
PROPOSAL
As of December 31, 1998, approximately 39,330,000 of the Company's
50,000,000 currently authorized Shares were issued and outstanding, leaving the
Company with only 10,670,000 of authorized but unissued Shares.
In January, 1997, the Company effected a two-for-one stock split following a
significant increase in the market price for the Shares. The current number of
authorized but unissued Shares is not sufficient to enable the Company to
complete another two-for-one stock split. Although the Company cannot guarantee
its stock price will continue to rise or that the Board will declare a stock
split at any specific price, or at all, the Board believes that the increase in
the number of authorized Shares will provide the Company with the flexibility
necessary to maintain a reasonable stock price through future stock splits
(effected in the form of a stock dividend) without the expense of a special
shareholder meeting or having to wait until the next annual meeting.
Over the years, the Company has made a number of acquisitions resulting in
the addition of new products, technologies and manufacturing capabilities
enabling the Company to expand its product offerings and extend its selling
efforts into new markets. The Company expects to acquire additional companies
for these and other business reasons. From time to time, the Company may pay for
the acquisition with its Shares. The Board believes that the proposed increase
in the number of authorized Shares is desirable to maintain the Company's
flexibility in choosing how to pay for acquisitions and other corporate actions
such as equity offerings to raise capital and adoption of additional benefit
plans. The Board will determine the terms of any such issuance of additional
Shares.
If this proposal is approved, all or any of the authorized Shares may be
issued without further action by the shareholders (unless such approval is
required by applicable law or regulatory authorities) and without first offering
the Shares to the shareholders for subscription. The issuance of Shares
otherwise than on a pro rata basis to all shareholders would reduce the
proportionate interest in the Company of each shareholder.
The Board has not proposed the increase in the authorized number of Shares
with the intention of using the additional Shares for anti-takeover purposes,
although the Company could theoretically use the additional Shares to make it
more difficult or to discourage an attempt to acquire control of the Company.
The Company does not have any current plans, agreements or understandings
for stock issuances which, in the aggregate, would involve the use of a number
of Shares that exceeds the amount currently authorized but unissued.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
The affirmative vote of a majority of the Shares issued and outstanding on
February 24, 1999 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
14
<PAGE>
Delaware Secretary of State. If the Amendment is approved, 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 the authority to issue is One Hundred and Five Million
(105,000,000), divided into two (2) classes as follows:
(i) One Hundred Million shares (100,000,000), each to be of the par
value of One Dollar ($1.00) and to be designated as common stock; and,
(ii) Five Million shares (5,000,000), each to be 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.
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,
1999. 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 2000 ANNUAL MEETING
If a shareholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy Statement for the 2000 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 10, 1999. All proposals must conform to the rules and regulations of
the Securities and Exchange Commission ("SEC"). The SEC recently amended Rule
14a-4, which governs the use by the Company of discretionary voting authority
with respect to other shareholder proposals. SEC Rule 14a-4(c)(1) provides that,
if the proponent of a shareholder proposal fails to notify the Company at least
forty-five (45) days prior to the month and day of mailing the prior year's
proxy statement, the proxies of the Company's management would be permitted to
use their discretionary authority at the Company's next annual meeting of
shareholders if the proposal were raised at the meeting without any discussion
of the matter in the proxy statement. For purposes of the Company's 2000 Annual
Meeting of Shareholders, the deadline is January 24, 2000.
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP
To ensure 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.
15
<PAGE>
Shareholders whose Shares 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, 1999 were beneficially owned before February 24, 1995, entitling
such shareholder to five votes per share, and how many were acquired after
February 23, 1995, 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,
1995, 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,
1999 whose Shares on the records of the Company show the following:
(i) that such shareholder had beneficial ownership of such Shares before
February 24, 1995, 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, 1995, 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 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 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. 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, 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
16
<PAGE>
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.
All Shares 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 Shares
that have 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 9, 1999
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<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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<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
20
<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.
21
<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 February 24, 1999 and who acquired Carlisle Common Stock
before February 24, 1995, will be entitled to cast five votes per share at the
Annual Meeting to be held on April 20, 1999. Those holders of record who
acquired their shares after February 23, 1995 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, 1999.
shares beneficially owned BEFORE February 24, 1995 entitled to
five votes each.
-----
shares beneficially owned and acquired AFTER February 23, 1995
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, 1995.
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 9, 1999
<PAGE>
Unless otherwise specified below, this Proxy will be voted FOR the
election as Directors of the nominees listed below and FOR the proposed
amendment to the Company's Restated Certificate of Incorporation to increase the
number of shares of common stock authorized for issuance.
CARLISLE COMPANIES INCORPORATED
THIS PROXY FOR THE 1999 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 Tuesday, April 20, 1999, 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 three (3) Directors. The nominees are:
Henry J. Forrest, Peter L.A. Jamieson and Peter F. Krogh
2. To amend the Company's Restated Certificate of Incorporation
to increase the number of shares of common stock authorized
for issuance from 50,000,000 shares to 100,000,000 shares.
3. 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 and the proposal to amend the
Company's Restated Certificate of Incorporation)
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED BEFORE FEBRUARY 24,
1995. (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
---------------------------------------------
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. DIRECTORS
HENRY J. FORREST ..............................
------- ------- -------
PETER L.A. JAMIESON ..............................
------- ------- -------
PETER F. KROGH ..............................
------- ------- -------
FOR AGAINST ABSTAIN
2. TO AMEND THE COMPANY'S RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE FROM
50,000,000 SHARES TO 100,000,000 SHARES.
------- ------- -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED AND ACQUIRED
AFTER FEBRUARY 23, 1995 (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
-----------------------------------------------
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. DIRECTORS
HENRY J. FORREST ..............................
------- ------- -------
PETER L.A. JAMIESON ..............................
------- ------- -------
PETER F. KROGH ..............................
------- ------- -------
FOR AGAINST ABSTAIN
2. TO AMEND THE COMPANY'S RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE FROM
50,000,000 SHARES TO 100,000,000 SHARES.
------- ------- -------
</TABLE>
POST ONLY RECORD POSITION:
DATED _________________________, 1999
------------------------------------------
------------------------------------------
------------------------------------------
SIGNATURE OF BANK, BROKER OR NOMINEE
<PAGE>
PROXY PROXY
CARLISLE COMPANIES INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 20, 1999
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 SHARES 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
TUESDAY, APRIL 20, 1999, 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 and FOR the proposed amendment to
the Company's Restated Certificate of Incorporation to increase the number of
shares of common stock authorized for issuance.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of Directors - FOR ALL
Nominees: Henry J. Forrest, FOR WITHHOLD (Except those whose names are written on the line provided
Peter L.A. Jamieson and All All below)
Peter F. Krogh
|_| |_| |_|
-----------------------------------------------------
2. To amend the Company's FOR AGAINST ABSTAIN
Restated Certificate of |_| |_| |_|
Incorporation to increase
the number of shares of VOTING CONFIRMATION
common stock authorized for
issuance from 50,000,000 Please provide the number of shares
shares to 100,000,000 shares. beneficially owned for each category as
of February 24, 1999.
_____shares beneficially owned BEFORE
February 24, 1995 entitled to five votes
each.
_____shares beneficially owned AFTER
February 23, 1995 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:___________________________, 1999
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 20, 1999
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 shares 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 Tuesday, April 20, 1999, 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 and FOR the proposed amendment to
the Company's Restated Certificate of Incorporation to increase the number of
shares of common stock authorized for issuance.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of Directors - FOR ALL
Nominees: Henry J. Forrest, FOR WITHHOLD (Except those whose names are written on the line provided
Peter L.A. Jamieson and All All below)
Peter F. Krogh
|_| |_| |_|
-----------------------------------------------------
2. To amend the Company's FOR AGAINST ABSTAIN
Restated Certificate of |_| |_| |_|
Incorporation to increase
the number of shares of
common stock authorized for
issuance from 50,000,000 Please sign exactly as your name appears.
shares to 100,000,000 shares. If acting as attorney, executor, trustee,
or in representative capacity, sign name
and indicate title.
Dated:___________________________, 1999
Signature(s)
---------------------------
----------------------------------------
Please vote, sign, date and return this
proxy card promptly using the enclosed
envelope.
</TABLE>
