<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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 Section 240.14a-11(c) or Section 240.14a-12
DONNELLY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DONNELLY CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 18, 1996
LOGO
DONNELLY CORPORATION
HOLLAND, MICHIGAN
<PAGE>
DONNELLY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of Donnelly Corporation will be held at
the Holiday Inn, 650 East 24th Street, Holland, Michigan, on Friday, October
18, 1996, at 9:15 A.M., local time, to elect ten (10) directors, as set forth
in the Proxy Statement, and to transact such other business as may properly
come before the meeting or at any adjournment thereof.
Shareholders of record at the close of business September 2, 1996, will be
entitled to vote at the meeting or any adjournment thereof.
Whether or not you expect to be present in person at this meeting, you are
urged to sign the enclosed Proxy and return it promptly in the enclosed
envelope. If you do attend the meeting and wish to vote in person, you may do
so even though you have submitted a Proxy.
Dated: September 10, 1996
Holland, Michigan
Maryam Komejan, Corporate Secretary
<PAGE>
Dated: September 10, 1996
DONNELLY CORPORATION
414 EAST FORTIETH STREET
HOLLAND, MICHIGAN 49423
----------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 18, 1996
----------------
SOLICITATION OF PROXIES FOR ANNUAL MEETING
This Proxy Statement is furnished to the Shareholders of Donnelly
Corporation in connection with the solicitation by the Board of Directors of
proxies to be used at the Annual Meeting of Shareholders which will be held at
the Holiday Inn, 650 East 24th Street, Holland, Michigan, October 18, 1996, at
9:15 A.M., local time. The Annual Meeting is being held to elect ten (10)
directors and to transact such other business as may properly come before the
meeting or any adjournment thereof.
If a proxy in the form distributed by the Company's Board of Directors is
properly executed and returned to the Company, the shares represented by the
proxy will be voted at the Annual Meeting of Shareholders and at any
adjournment of that meeting. Where shareholders specify a choice, the proxy
will be voted as specified. If no choice is specified, the shares represented
by the proxy will be voted FOR the nominees named by the Board of Directors as
set forth in this Proxy Statement.
A proxy may be revoked prior to its exercise by delivering a written notice
of revocation to the secretary of the Company, executing and delivering a
proxy of later date, or attending the meeting and voting in person. Attendance
at the meeting does not automatically act to revoke a proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On September 2, 1996, the record date for determination of shareholders
entitled to vote at the Annual Meeting, there were outstanding 4,261,178
shares of Class A Common Stock of the Company, each having one vote per share
and 3,575,959 shares of Class B Common Stock each having ten (10) votes per
share. The shares of Class B Common Stock are limited in their transferability
but are convertible on a share for share basis into Class A Common Stock.
Holders of shares of Class A Common Stock, as a class, are entitled to elect
one-quarter (rounded up) of the directors to be elected at each meeting held
for the election of directors. Holders of Class B Common Stock elect, as a
class, the directors not elected by the shares of Class A Common Stock.
Holders of shares of Class B Common Stock have cumulative voting rights in the
election of directors. See "Nominees for Election as Directors." Shares cannot
be voted unless the shareholder is present at the meeting or is represented by
proxy.
<PAGE>
The following table sets forth as of September 2, 1996, information
concerning persons known to management who may be deemed to be beneficial
owners of more than 5% of either class of the Company's common stock.
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF EACH COMMON
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS OF STOCK EQUITY
- -----------------------------------------------------------------------------------
CLASS A CLASS B CLASS A CLASS B
----------- ----------- ------- -------
<S> <C> <C> <C> <C> <C>
NBD Bank, N.A........... 315,296(1) 502,310(1) 7.4 14.0 10.4%
200 Ottawa Avenue
Grand Rapids, Michigan
49503
Putnam Investments,
Inc.................... 321,450(2) -- 7.5 -- 4.1
One Post Office Square
Boston, Massachusetts
02109
Anne H. Copps........... 38,188(3) 196,476(3) * 5.5 3.0
414 East Fortieth Street
Holland, Michigan 49423
Bernard P. Donnelly,
Jr..................... 266(4) 425,970(4) * 11.9 5.4
414 East Fortieth Street
Holland, Michigan 49423
Virginia N. Donnelly.... 266(4) 425,970(4) * 11.9 5.4
414 East Fortieth Street
Holland, Michigan 49423
Katherine S. Donnelly... 179,930(5) 251,903(5) 4.2 7.0 5.5
414 East Fortieth Street
Holland, Michigan 49423
Jane H. Krahmer......... 93,625(6) 289,883(6) 2.2 8.1 4.9
414 East Fortieth Street
Holland, Michigan 49423
Gerald T. McNeive....... 47,082(7) 267,165(7) 1.0(9) 7.5 4.0(9)
414 East Fortieth Street
Holland, Michigan 49423
Louise H. McNeive....... 47,082(7) 267,165(7) 1.0(9) 7.5 4.0(9)
414 East Fortieth Street
Holland, Michigan 49423
Marie Josephte
Martineau.............. 13,741 215,810 * 6.0 2.9
414 East Fortieth Street
Holland, Michigan 49423
Fernande M. Pruden...... 178,248(8) 239,469(8) 3.8(9) 6.7 5.3(9)
414 East Fortieth Street
Holland, Michigan 49423
Rudolph B. Pruden....... 178,248(8) 239,469(8) 3.8(9) 6.7 5.3(9)
414 East Fortieth Street
Holland, Michigan 49423
- -----------------------------------------------------------------------------------
</TABLE>
* Denotes ownership of less than one percent.
For purposes of the following notes, shares of Class A Common Stock are
referred to as "A Shares" and shares of Class B Common Stock are referred to
as "B Shares."
(1) Includes (i) 62,187 B Shares held by NBD Bank, N.A., (the "Bank") as co-
trustee of the Robert M. Leonard Trust, 35,000 B Shares as co-trustee of
the B.P. Donnelly Descendants Trust, 94,062 B Shares as
2
<PAGE>
co-trustee of the John Donnelly Residual Trust and 311,061 B Shares held in
two trusts for which the Bank serves as sole trustee, (ii) 305,659 A Shares
held by Trussal & Co. acting as a nominee of the Bank as follows: 2,000
shares in the Robert M. Leonard Trust, 14,285 shares in the B.P. Donnelly
Descendants Trust and 67,187 shares in the John Donnelly Residual Trust,
for all of which trusts the Bank serves as co-trustee and 222,187 shares
held in two trusts for which the Bank serves as sole trustee and (iii)
9,637 A Shares held by the Bank as trustee, co-trustee, custodian, or agent
of other trusts.
(2) In a Schedule 13G dated January 26, 1994 and delivered to the Company,
Putnam Investments, Inc. ("Putnam") disclosed on behalf of its investment
management subsidiaries that they had acquired beneficial ownership of
321,450 A Shares. Putnam has the sole power to dispose of all of such
shares, and shared power to vote 105,650 of such shares.
(3) Includes 38,188 A Shares and 196,476 B Shares owned by a trust of which
Anne H. Copps is trustee.
(4) Includes 266 A Shares and 425,970 B Shares owned by two trusts of which
Bernard P. Donnelly, Jr. and Virginia N. Donnelly (husband and wife) are
co-trustees.
(5) Includes 67,187 A Shares and 94,062 B Shares held in the John Donnelly
Residual Trust for which Katherine S. Donnelly is a co-trustee.
(6) Includes 9,775 A Shares and 13,125 B Shares owned by Mrs. Krahmer's
husband, C. Alan Krahmer, as to which she disclaims beneficial ownership.
(7) Includes (i) 28,396 A Shares and 243,104 B Shares owned by Louise H.
McNeive, (ii) stock options exercisable within 60 days for 1,500 A Shares,
7,812 A Shares and 10,937 B Shares owned by her husband, Gerald T.
McNeive, a director of the Company and (iii) 9,374 A Shares and 13,124 B
Shares as to which Louise H. McNeive is custodian for her children, and as
to which Gerald T. McNeive disclaims beneficial ownership.
(8) Includes (i) 164,154 A Shares and 226,038 B Shares owned by Fernande
Pruden and her retirement plans and (ii) stock options exercisable within
60 days for 1,500 A Shares, 12,594 A Shares and 13,431 B Shares owned by
Rudolph Pruden and his retirement plans. Rudolph Pruden is Fernande
Pruden's husband and a director of the Company. Fernande Pruden and
Rudolph Pruden each disclaim beneficial ownership of the other's shares.
(9) Calculated based on the number of shares outstanding plus 407,025 shares
with respect to which officers and directors have the right to acquire
beneficial ownership under stock options exercisable within 60 days.
Five of the Company's directors, B. Patrick Donnelly, III, Joan E. Donnelly,
Leonard, McNeive and Pruden are all descendants of, or are married to
descendants of, Bernard P. Donnelly, Sr., the Company's founder, and each
represents one of five family groups of such descendants (the "Donnelly
Family"). John F. Donnelly, Jr., a Senior Vice President of the Company, is
also a descendant of Bernard P. Donnelly and is the brother of Ms. Donnelly.
Each of four family groups has the ability to elect at least one director if
they act together and cumulate the votes of the Class B Common Stock. The
Company does not know of a family group taking such action. Members of the
Donnelly Family own approximately 99% of the Class B Common Stock and
approximately 31% of the Class A Common Stock of the Company. These
shareholders therefore possess approximately 92% of the voting power of the
Company and approximately 31% of the voting power of the Class A Common Stock.
Members of the Donnelly Family may transfer shares of Class B Common Stock
among themselves, enabling them to retain voting control of the Company for an
extended period. Given the voting control of the Donnelly Family, the Donnelly
Family could, if all or part of the family took a united position in response
to attempts to acquire control of the Company through tender offers or proxy
contests, effectively block any such attempts. There is no assurance that any
united action would be taken.
3
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
The Company's Board of Directors is currently composed of ten members. All
nominees, except John A. Borden, are currently directors of the Company and are
up for re-election at the Annual Meeting, each to serve until the 1997 annual
meeting of shareholders or until his or her successor is elected or his or her
earlier resignation or removal. Mr. Glenn M. Walters, a director since 1982, is
retiring from the Board and will not stand for re-election. Mr. Borden has been
nominated by the directors to fill the vacancy created by the retirement of Mr.
Walters. The additional information on Mr. Borden is included on the following
pages of the proxy statement.
Three of the directors will be elected exclusively by the holders of the
Class A Common Stock voting as a class, and the other seven directors will be
elected by the holders of the Class B Common Stock voting as a class. Holders
of shares of Class B Common Stock have cumulative voting rights in the election
of directors. Cumulative voting rights of the Class B Common Stock entitle the
holders thereof to spread their votes equally among all nominees for which they
are entitled to vote or to cumulate those votes for one or any number of the
nominees for which they are entitled to vote. If a holder of Class B Common
Stock does not indicate on the proxy card that he or she desires to cumulate
votes, the proxies will spread the votes equally among all nominees. The Board
of Directors has nominated the persons set forth below for election to the
Company's Board of Directors at the annual meeting.
Holders of Class A Common Stock should complete the accompanying WHITE PROXY
and holders of Class B Common Stock should complete the accompanying YELLOW
PROXY (and carefully review the instructions accompanying the yellow proxy
regarding cumulative voting). Unless otherwise directed by a shareholder's
proxy, it is intended that the votes cast upon exercise of proxies in the form
accompanying this statement will be in favor of electing as directors for the
ensuing year the nominees set forth below, all of whom are presently serving as
directors.
A plurality of the votes cast at the meeting is required to elect the
nominees as directors of the Company. As such, the three individuals who
receive the greatest number of votes cast by the holders of the Class A Common
Stock, voting as a class, will be elected as directors and the seven
individuals who receive the greatest number of votes cast by the holders of
Class B Common Stock, voting as a class, will be elected as directors. Shares
not voted at the meeting, whether by abstention, broker non-vote, or otherwise,
will not be treated as votes cast at the meeting. Votes cast at the meeting and
submitted by proxy will be tabulated by the Company's transfer agent. If any
nominee becomes unavailable for election due to circumstances not now known,
the accompanying proxy will be voted for such other person to become a director
as the Board of Directors so elects. The Board of Directors recommends a vote
FOR the election of all persons nominated by the Board.
4
<PAGE>
The content of the following table is based upon information as of September
2, 1996, furnished to the Company by the nominees.
<TABLE>
<CAPTION>
YEAR FIRST AMOUNT AND NATURE PERCENT OF
BECAME OF BENEFICIAL PERCENT OF EACH COMMON
NAME AGE A DIRECTOR OWNERSHIP CLASS OF STOCK EQUITY (2)
- ----------------------------------------------------------------------------------------------
CLASS A (1) CLASS B CLASS A (2) CLASS B
----------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
NOMINEES FOR ELECTION BY
HOLDERS OF CLASS A COMMON
STOCK
John A. Borden.......... 62 -- -- -- % -- % -- %
R. Eugene Goodson,
Ph.D(a,f,g)............ 61 1993 2,000 -- * -- *
Donald R. Uhlmann,
Ph.D(f,g).............. 59 1978 12,750 -- * -- *
NOMINEES FOR ELECTION BY
HOLDERS OF CLASS B COMMON
STOCK
J. Dwane Baumgardner,
Ph.D................... 56 1982 92,461 -- 2.0 -- 1.2
Arnold F.
Brookstone(a,b,d,e).... 66 1976 20,500 -- * -- *
B. Patrick Donnelly,
III(b,c,d,e)........... 51 1980 45,047(3) 105,731(3) 1.0 3.0 1.9
Joan E.
Donnelly(b,c,d,e)...... 48 1987 104,799(4) 146,068(4) 2.2 4.1 3.2
Thomas E.
Leonard(a,c,d,f,g)..... 66 1967 8,500(5) 127,459(5) * 3.6 1.7
Gerald T.
McNeive(c,d,f,g)....... 54 1980 47,082(6) 267,165(6) 1.0 7.5 4.0
Rudolph B.
Pruden(b,c,d,e)........ 66 1984 178,248(7) 239,469(7) 3.8 6.7 5.3
</TABLE>
- -------------------------------------------------------------------------------
* Denotes ownership of less than one percent.
(a) Member Audit Committee
(b) Member Compensation Committee
(c) Member Stock Option Committee
(d) Member Finance Committee
(e) Member Human Resource Committee
(f) Member Strategic Plan Committee
(g) Member Technology Committee
For purposes of the following notes, shares of Class A Common Stock are
referred to as "A Shares" and shares of Class B Common Stock are referred to
as "B Shares."
(1) Includes the following number of shares with respect to which the
Directors have the right to acquire beneficial ownership under stock
options exercisable in 60 days: Dr. Uhlmann--12,750; Dr. Baumgardner--
72,250; Mr. Brookstone--14,000; Dr. Goodson, Ms. Donnelly and Messrs.
Donnelly, Leonard, McNeive, Pruden--1,500 shares.
(2) Calculated based on the number of shares outstanding plus 407,025 shares
with respect to which officers and directors have the right to acquire
beneficial ownership under stock options exercisable within 60 days.
(3) Includes (i) 4,200 A Shares owned jointly with Mr. Donnelly's wife,
Jacqueline K. Donnelly, (ii) 1,125 A Shares and 1,875 B Shares owned by
Jacqueline K. Donnelly, (iii) 3,762 A Shares and 86 B Shares owned by Mr.
Donnelly as custodian for his children, (iv) 5,037 A Shares and 7,052 B
Shares held in trust for the benefit of a niece, for which Mr. Donnelly is
a co-trustee and (v) 14,285 A Shares and 35,000 B Shares held in trust for
the benefit of Mr. Donnelly and his brothers and sisters, for which Mr.
Donnelly is a co-trustee.
(4) Includes (i) 943 A Shares and 1,321 B Shares owned by Joan E. Donnelly's
husband, David K. Taylor as to which Ms. Donnelly disclaims beneficial
ownership, (ii) 1,562 A Shares and 2,186 B Shares held by Ms. Donnelly as
custodian for her children and (iii) 76,250 A Shares and 106,750 B Shares
held in trust as to which Ms. Donnelly is the trustee.
5
<PAGE>
(5) Includes (i) 2,000 A Shares and 62,187 B Shares held by the Robert M.
Leonard Trust, for which Mr. Leonard is a co-trustee and (ii) 9,272 B
Shares owned by Mr. Leonard's wife, Ann N. Leonard, as to which Mr.
Leonard disclaims beneficial ownership.
(6) See Note 7 under the caption "Voting Securities and Principal Holders
Thereof."
(7) See Note 8 under the caption "Voting Securities and Principal Holders
Thereof."
Mr. Borden has been a consultant with FTD (Florist Transworld Delivery
Association), a worldwide communications and financial services organization,
since January 1996. From 1988 until his retirement in December 1995, he was
Executive Vice President and Chief Executive Officer of that company.
Dr. Goodson has been Chairman of the Board of Directors and Chief Executive
Officer of Oshkosh Truck Corporation, a manufacturer of specialized trucks and
transport equipment, since 1990.
Dr. Uhlmann has been a Professor of Engineering and Chairman of the
Department of Material Science and Engineering at the University of Arizona
since 1986.
Dr. Baumgardner joined the Company in 1969 and has been Chief Executive
Officer since 1982, Chairman of the Board since 1986, and President from 1994
through July 1996. Dr. Baumgardner is a director of SL Industries, Inc.
Mr. Brookstone served as Executive Vice President and Chief Financial and
Planning Officer of Stone Container Corporation, an international pulp and
paper company, until his retirement on January 31, 1996. Mr. Brookstone serves
on a number of Boards of Directors including MFRI, Inc.; Stone-Consolidated,
Inc.; Venepal, SACA; and Florida Coast Paper Company, LLC. He is a trustee of
the Rembrandt Family of Mutual and Money Market Funds and is also a director
of several privately held companies.
Mr. B. Patrick Donnelly, III, has been Plant Manager of Ran Enterprises, an
automotive parts supplier, since November 1995. From October 1993 through June
1995 he was Production Manager of Technical Auto Parts Inc., an automotive
parts supplier; from July through December 1992 he was Vice President of
Donnelly-Cooper Industries, Inc., a company engaged in production powder
coating of manufactured components; from 1989 through 1992 he was President of
that company. Donnelly-Cooper Industries, Inc., which emerged from Chapter 11
proceedings in July, 1992, is not affiliated with the Company. Mr. Donnelly is
a director of Ottawa Financial Corporation.
Ms. Donnelly has been Executive Director of Tohono Chul Park, a non-profit
desert preserve and museum, since May 1995. From 1984 to 1995, she was a
shareholder and Vice President of Tizzard, Knuttinen, Donnelly & Wright, P.C.,
certified public accountants.
Mr. Leonard has been President of Henry C. Grebe & Co., Inc. and Grebe Yacht
Sales, Inc., since 1972. The companies are currently engaged in land
development.
Mr. McNeive was appointed Senior Vice President of Finance and Chief
Financial Officer for Laclede Gas Co., a natural gas distributor, in September
1995. From 1994 through 1995 he was Vice President--Associate General Counsel,
from September 1992 through 1993 he was Assistant Vice President--Associate
General Counsel, and from 1986 through 1992 he was associate general counsel
of that company.
Mr. Pruden retired in January 1995 from the National Oceanic and Atmospheric
Administration (NOAA), an agency of the United States Department of Commerce.
His last position, which he held since 1985, was as chief of the audits and
internal control branch in the office of the controller.
Certain of the directors are related to each other. See "Voting Securities
and Principal Holders Thereof."
6
<PAGE>
The Board of Directors, which had eight meetings in the last fiscal year, has
several committees including standing Audit, Compensation and Stock Option
Committees. The responsibilities of the Audit Committee, which met four times
during the last fiscal year, include making recommendations on the choice of
independent public accountants, reviewing financial statements and meeting with
such accountants, internal auditors and management. The Compensation
Committee's responsibilities include making recommendations to the Board with
respect to executive compensation and fringe benefits. The Compensation
Committee met five times during the last fiscal year. A separate Stock Option
Committee makes final determinations with respect to the award of stock
options. The Stock Option Committee met two times in the last fiscal year. The
Company has no nominating committee. All directors attended at least three-
fourths of the aggregate number of meetings of the Board and Board committees
which they were eligible to attend.
COMPENSATION OF DIRECTORS
Retirement Plan for Outside Directors. The Board of Directors of the Company
adopted a retirement plan for directors of the Company who are not employees of
the Company (the "Retirement Plan for Outside Directors"). This plan provides
directors who are not employees of the Company ("outside directors") with a
retirement benefit based on their years of service as a director of the Company
and their annual directors fees at the time of their retirement from the Board
of Directors. The retirement benefits begin after an outside director retires
from the Board or reaches age 70, whichever date is later, and continues for a
period equal to his or her length of service on the Board or 20 years,
whichever period is shorter. The annual benefits under the plan are equal to
the annual directors' fees at the time of the outside director's retirement and
are payable in quarterly installments.
The retirement plan for outside directors is not a qualified plan under the
Internal Revenue Code and is not funded. Payments under the plan will be made
from the general assets of the Company.
Director Compensation. The directors of the Company, other than salaried
employees of the Company, receive an annual fee of $15,000, $1,000 per meeting
of the Board of Directors and $800 per meeting of committees thereof which they
attend. Chairs of committees receive an additional $400 per committee meeting
they attend. All directors are reimbursed for out-of-pocket expenses incurred
in attending such meetings. Directors who are employees of the Company are not
compensated for their service on the Board.
COMPENSATION OF EXECUTIVE OFFICERS
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
comprised in fiscal 1996 of B. Patrick Donnelly, III, Arnold F. Brookstone,
Joan E. Donnelly, Rudolph B. Pruden, and Glenn M. Walters, is responsible for
the establishment of the level and manner of compensation of the Company's five
executive officers ("Executive Officers"). The Committee adheres to the
compensation policies and practices of the Company utilized in establishing the
compensation of all employees. This is reflective of the Company's long time
commitment to the participative management process and the resulting emphasis
on the collective efforts and achievements of all employees of the Company.
Compensation Philosophy. The Company's and the Committee's approach to
compensation is to further the Company's goal of empowering its employees,
working individually and as a team, to achieve personal and collective goals.
The Company's compensation policies are intended to reward the achievement of
annual and long-term goals, both personal and corporate, as well as to
encourage future excellent performance.
Compensation Policies and Programs. For fiscal year 1996, the Company's
compensation programs consisted of cash compensation (including salary and
bonus), stock and stock based performance unit plans, and defined benefit
retirement plans. Each year the Company utilizes external wage surveys to
determine the total
7
<PAGE>
compensation levels of employees performing similar roles with organizations of
similar size and like function. These pay ranges are then used to establish a
base level of compensation and amounts that may be paid under performance
standards. The composite performance standards are comprised of financial
performance standards as well as non-financial goals. Financial performance
standards measure levels of return on assets, improvements in earnings per
share and pre-tax income. The performance of Dr. Baumgardner, Ms. Komejan and
Mr. Jellison was measured against company-wide standards, while the performance
of certain other executive officers was measured by specific business
performance as well as company-wide standards. The Committee combines these
standards of performance with the achievement of nonfinancial goals to compile
a composite performance rating for the past year. This overall rating is then
used to establish the salary for the next year as well as annual incentive
payments for the prior year's performance. The salaries of the Company's
executive officers, including the chief executive officer, for fiscal 1996 were
therefore based, in large part, on the performance of the Company during fiscal
1995.
The Company also rewards performance under the Donnelly Scanlon Plan. Under
this Plan most employees of the Company, including the executive officers, have
the opportunity to earn a monthly bonus based on profits as a financial
incentive. All participating employees receive a bonus relative to their
respective salary or base pay. During the last fiscal year, bonuses earned
under the Donnelly Scanlon Plan amounted to approximately 3% of base pay for
all employees.
The Company believes stock options and stock ownership contribute to the
aligning of employee's interests with those of shareholders. The Company's 1987
Stock Option Plan encourages stock ownership by employees by authorizing the
grant of stock options to certain employees of the Company. In addition to
stock options for certain key executives, the Company also utilizes
"performance unit" grants, the value of which is directly tied to stock price
appreciation. In determining the size of individual option and performance unit
grants, the Committee evaluates each employee's job responsibilities,
competitive market practices, as well as the anticipated potential that
individual has in contributing to the success of the Company. The Company also
encourages stock ownership through participation in the Company's Employees'
Stock Purchase Plan. This plan, available to most employees of the Company,
permits employees to purchase shares of the Company's common stock at a
discount (up to 10%) from the market price of such shares.
The Committee continues to review the limitations on the deductibility for
certain compensation paid to executive officers whose annual compensation
exceeds $1,000,000, as imposed by (S) 162(m) of the Internal Revenue Code. To
date, no officer has exceeded that level.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
DONNELLY CORPORATION
B. Patrick Donnelly, III Arnold F. Brookstone
Joan E. Donnelly Rudolph B. Pruden
Glenn M. Walters
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid by
the Company to its Chief Executive Officer and each of the Company's four most
highly compensated executive officers (collectively referred to as the "Named
Executives") for services rendered to the Company during fiscal 1996, 1995 and
1994.
Summary Compensation Table
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (1) AWARDS
----------------------- ------------
STOCK ALL OTHER
NAME AND PRINCIPAL SALARY(2) BONUS(3) OPTIONS COMPENSATION(4)
POSITION YEAR ($) ($) (#) ($)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Dwane Baumgardner,
Ph.D...................... 1996 375,003 12,599 12,500 4,114
Chairman of the Board, 1995 394,416 169,022 10,000 2,765
Chief Executive
Officer and President 1994 447,905 8,242 9,500 2,711
John F. Donnelly, Jr.,.... 1996 220,002 11,091 8,000 713
Senior Vice President 1995 231,410 89,835 6,250 713
1994 240,073 72,421 5,750 793
James A. Knister,......... 1996 180,003 41,147 2,000 1,976
Senior Vice President 1995 187,702 78,472 4,000 1,976
1994 220,257 4,066 5,000 2,416
Maryam Komejan,........... 1996 164,958 27,069 4,000 486
Senior Vice President and
Corporate Secretary 1995 125,542 31,274 2,500 404
1994 108,103 2,001 1,500 348
William R. Jellison,...... 1996 150,010 17,640 4,000 351
Vice President and
Treasurer 1995 150,657 36,798 3,500 351
1994 129,710 2,399 2,500 303
</TABLE>
- -------------------------------------------------------------------------------
(1) An Executive Compensation Program was implemented in fiscal 1995. This
Program impacted both the timing and amount of base salary and incentive
bonus payments for fiscal 1995 and 1996.
(2) Includes cash compensation plus compensation deferred during the fiscal
years ended in the respective years under the Company's 401(k) Savings
Plan.
(3) Represents amounts paid under the Donnelly Scanlon Bonus and earned under
the Executive Compensation Plan.
(4) Represents payments by the Company of premiums for term life insurance for
the benefit of each named executive officer.
9
<PAGE>
Option Grants in Last Fiscal Year. Shown below is information on grants of
stock options pursuant to the Company's 1987 Stock Option Plan (the "Option
Plan") during the 1996 fiscal year to the Named Executives. Under the Option
Plan key employees and certain non-employee directors may be granted options to
purchase the Company's Class A Common Stock. 812,500 shares of Class A Common
Stock were reserved for issuance pursuant to the Option Plan.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
PRICE
NUMBER % OF TOTAL APPRECIATION
OF SHARES OPTIONS FOR OPTION TERM
UNDERLYING GRANTED TO EXERCISE (3)
OPTIONS EMPLOYEES IN PRICE -----------------
NAME GRANTED(1) FISCAL YEAR (2) DATE 5% 10%
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Dwane Baumgardner.... 12,500 17% $15.875 8-19-05 $124,796 $316,258
John F. Donnelly, Jr.... 8,000 11% $15.875 8-19-05 79,870 202,405
James A. Knister........ 2,000 3% $15.875 8-19-05 19,967 50,601
Maryam Komejan.......... 4,000 5% $15.875 8-19-05 39,935 101,203
William R. Jellison..... 4,000 5% $15.875 8-19-05 39,935 101,203
- -----------------------------------------------------------------------------------
</TABLE>
(1) Options become exercisable one year after date of grant.
(2) The exercise price equals the closing market price of the Company's Class A
Common Stock on the date of grant. The exercise price may be paid in cash
and/or in shares of the Company's Class A Common Stock.
(3) These amounts are based on assumed rates of appreciation only. Actual
gains, if any, on stock option exercises will be dependent on overall
market conditions and on the future performance of the Company's Class A
Common Stock. There can be no assurance that the amounts reflected in this
table will be realized.
Fiscal Year-End Options Values. Shown below is information with respect to
unexercised options to purchase shares of the Company's Class A Common Stock
granted under the Option Plan to the Named Executives and held by them at June
29, 1996. None of the Named Executives exercised any stock options during
fiscal 1996.
<TABLE>
<CAPTION>
NO. OF SHARES SUBJECT TO VALUE OF UNEXERCISED
UNEXERCISED OPTIONS HELD IN-THE-MONEY OPTIONS AT
AT JUNE 29, 1996 JUNE 29, 1996(1)
------------------------- -------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Dwane Baumgardner........ 59,750 12,500 $188,250 $1,563
John F. Donnelly, Jr........ 30,750 8,000 81,400 1,000
James A. Knister............ 32,875 2,000 113,700 250
Maryam Komejan.............. 5,625 4,000 3,375 500
William R. Jellison......... 10,375 4,000 10,250 500
- --------------------------------------------------------------------------------
</TABLE>
(1) The value of unexercised options reflects the increase in market value of
the Company Class A Common Stock from the date of grant through June 29,
1996 (when the closing price of the Company's Class A Common Stock was
$16.00 per share.) Value actually realized upon exercise by the Named
Executives will depend on the value of the Company's Class A Common Stock
at the time of exercise.
10
<PAGE>
Long-Term Incentive Plans--Awards in Last Fiscal Year. Set forth below is
information on the award of benefits under the Company's Executive
Compensation Plan during fiscal 1996.
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE OR OTHER
SHARES, UNITS PERIOD UNIT
NAME OR OTHER RIGHTS (1) MATURATION OR PAYOUT
- --------------------------------------------------------------------------------
<S> <C> <C>
J. Dwane Baumgardner................... 12,500 5 years
John F. Donnelly....................... -- N/A
James A. Knister....................... -- N/A
Maryam Komejan......................... -- N/A
William R. Jellison.................... -- N/A
</TABLE>
- -------------------------------------------------------------------------------
(1) Each unit entitles the recipient to a cash payment equal to the five-year
cumulative appreciation in the price of the Company's Class A Common
Stock. Payment is due within four months after the expiration of the five
year performance period.
Pension Plan Table. The following table shows the estimated annual benefits
payable upon normal retirement to persons in specified compensation and years
of service classifications under the Company's defined benefit plan and the
Company's Supplemental Retirement Plan (the "Supplemental Plan"). The
Supplemental Plan provides additional benefits only to those employees whose
projected retirement benefits under the Company's defined benefit plan are
restricted by the Internal Revenue Code (the "Code"). The Code limits
compensation that may be considered for qualified pension plan purposes and
also limits annual benefits that may be paid under qualified plans. The
Supplemental Plan is designed to provide participants with benefits, on a
nonqualified basis, so that their total retirement benefits under the
Company's pension plan and the Supplemental Plan will be equal to the benefits
they would have received under the Company's pension plan if the limitations
of the Code did not apply.
<TABLE>
<CAPTION>
BENEFITS BASED UPON YEARS OF
SERVICE AT NORMAL RETIREMENT AGE
(2)(3)
FINAL AVERAGE ----------------------------------
ANNUAL 10
COMPENSATION (1) YEARS 20 YEARS 30 YEARS 35 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$120,000.................................. $16,000 $ 31,000 $ 47,000 $ 55,000
160,000.................................. 22,000 44,000 66,000 77,000
200,000.................................. 28,000 56,000 84,000 98,000
240,000.................................. 34,000 69,000 103,000 120,000
280,000.................................. 40,000 81,000 121,000 142,000
320,000.................................. 47,000 93,000 140,000 163,000
360,000.................................. 53,000 106,000 159,000 185,000
400,000.................................. 59,000 118,000 177,000 207,000
440,000.................................. 65,000 131,000 196,000 228,000
</TABLE>
- -------------------------------------------------------------------------------
(1) The final average annual compensation is determined under the defined
benefit plan and the Supplemental Plan by the average of the five highest
consecutive years of annual compensation (including salary and bonus
payments as referenced in the Summary Compensation Table) during the last
ten years of employment, subject to a maximum of $150,000 for 1996, for
computing benefits under the Company's defined benefit plan.
(2) The Named Executives have credited years of service under the defined
benefit plan and the Supplemental Plan as follows: J. Dwane Baumgardner--
27 years; John F. Donnelly, Jr.--19 years; James A. Knister--28 years;
Maryam Komejan--17 years; William R. Jellison--16 years.
(3) Amounts in excess of $120,000, as limited by Section 415 of the Code,
would be paid pursuant to the Supplemental Plan. Benefits shown in the
table are computed as a straight life annuity beginning at age 63 and are
not subject to any deduction for social security benefits or other offset
amounts.
11
<PAGE>
The Company provides group health and life insurance benefits and
supplemental unemployment benefits to its regular employees, including
executive officers. The Company also maintains a salary savings plan in which
all regular employees of the Company are eligible to participate but to which
the Company does not contribute.
Security Ownership of Management. The following table shows, as of September
2, 1996, the number of shares beneficially owned by each of the Named
Executives identified in the executive compensation tables of this proxy
statement and by all Directors and Executive Officers as a group. Except as
described in notes following the table, the following persons have sole voting
and dispositive power as to all of their respective shares.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT OF
OF BENEFICIAL PERCENT OF EACH COMMON
NAME OWNERSHIP CLASS OF STOCK EQUITY (2)
- --------------------------------------------------------------------------------
CLASS A CLASS B CLASS A (1) CLASS B
------- ------- ----------- -------
<S> <C> <C> <C> <C> <C>
J. Dwane Baumgardner...... 92,461 -- 2.0% -- % 1.2%
John F. Donnelly, Jr...... 65,802(2) 47,446(2) 1.4 1.3 1.4
James A. Knister.......... 38,987(3) 5,407(3) * * *
Maryam Komejan............ 12,860 -- * -- *
William R. Jellison....... 25,512(4) -- * -- *
All Executive Officers and
Directors
as a Group (18 persons).. 676,754 931,693 14.5 26.0 20.5
</TABLE>
- --------------------------------------------------------------------------------
* Denotes ownership of less than one percent.
(1) Calculated based on the number of shares outstanding plus 407,025 shares
with respect to which officers and directors have the right to acquire
beneficial ownership under stock options exercisable within 60 days.
(2) Includes (i) 781 A Shares and 1,093 B Shares owned by his wife, Banba
Donnelly, as to which Mr. Donnelly disclaims beneficial ownership, (ii)
1,562 A Shares and 1,093 B Shares owned by Mr. Donnelly as custodian for
his children and (iii) 5,037 A Shares and 7,052 B Shares held in trust for
the benefit of a niece, for which Mr. Donnelly is a co-trustee.
(3) Includes 4,112 A Shares and 5,407 B Shares owned jointly with Mr. Knister's
wife, Nancy Knister.
(4) Includes (i) 8,137 A Shares owned jointly with Mr. Jellison's wife, Joanne
Jellison, (ii) 2,500 A Shares owned jointly with Mr. Jellison's mother,
Lorraine Jellison, and (iii) 500 A Shares held in trust as to which Mr.
Jellison is the trustee.
12
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Stock with the cumulative total return of the
S&P 500 Total Return Index and the Dow Jones Automobile Parts Index for the
period commencing June 30, 1991 and ending June 30, 1996. The graph assumes
the investment of $100 on June 30, 1991 in the Company's Common Stock, the S&P
500 Total Return Index and the Dow Jones Automobile Auto Parts Index with
dividends reinvested.
COMPARISON OF FIVE YEAR TOTAL RETURNS
AMONG THE DONNELLY CORPORATION, S&P 500 TOTAL RETURN
INDEX & DOW JONES AUTOMOBILE PARTS INDEX
YEAR ENDING JUNE 30,
LOGO
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996
----------------------------------------------------------------------------
Donnelly Corporation 100 208 221 178 186 190
S&P 500 Total Return Index 100 113 129 130 164 206
Dow Jones Automobile Parts Index 100 154 194 182 209 243
</TABLE>
CERTAIN TRANSACTIONS
Pursuant to a 1972 agreement (the "1972 Agreement") between the Company and
five principal shareholders, the Company agreed to purchase, upon the death of
any of those shareholders, an amount of the Company's 7 1/2% preferred stock,
$10 par value per share, equal to the lesser of $200,000 or the total estate
tax and cost of administration of the shareholder's estate. The purchase price
for the 7 1/2% preferred stock is $10 per share, its par value. The 1972
Agreement remains in effect with one shareholder, Bernard P. Donnelly, Jr.,
who owns 40,000 shares of the 7 1/2% preferred stock and who also owns more
than 5% of the common equity of the Company. See "Voting Securities and
Principal Holders Thereof."
The holders of the Company's Class B Common Stock also own shares of
Donnelly Export Corporation, a shareholder Domestic International Sales
Corporation under the Internal Revenue Code which has been designed to reduce
the income tax liability of the Company. The shares of Donnelly Export
Corporation are owned entirely by the holders of the Class B Common Stock of
the Company. The holders of Class B Common Stock hold, for each 35 such
shares, four shares of common stock of Donnelly Export Corporation. Donnelly
Export Corporation does not provide the holders of Class B Common Stock any
financial advantage over holders of the Class A Common Stock. The shareholders
of Donnelly Export Corporation are not entitled to vote on issues voted upon
by the Company's shareholders.
13
<PAGE>
RELATIONS WITH INDEPENDENT PUBLIC ACCOUNTANTS
The combined consolidated financial statements of the Company have been
examined by BDO Seidman, LLP, independent certified public accountants. A
representative of BDO Seidman is expected to be present at the annual meeting
with the opportunity to make a statement, if desired, and will be available to
respond to appropriate questions. It is anticipated that the Company's Audit
Committee will select the Company's auditors before the end of this calendar
year.
SHAREHOLDER PROPOSALS--1997 ANNUAL MEETING
Any proposal of a shareholder intended to be presented for action at the next
annual meeting of the Company must be received by the Company at 414 East
Fortieth Street, Holland, Michigan 49423-5368, not later than May 14, 1997, if
the shareholder wishes the proposal to be included in the Company's proxy
materials for that meeting.
AVAILABILITY OF 10-K ANNUAL REPORT
The annual report on Form 10-K to the Securities and Exchange Commission will
be provided free to shareholders upon written request. Write Ms. Maryam
Komejan, Senior Vice President and Corporate Secretary, Donnelly Corporation,
414 East Fortieth Street, Holland, Michigan 49423-5368.
MISCELLANEOUS
The management is not aware of any other matter to be presented for action at
the meeting. However, if any such other matter is properly presented for
action, it is the intention of the persons named in the accompanying forms of
proxy to vote thereon in accordance with their best judgment.
The cost of soliciting proxies in the accompanying forms will be borne by the
Company. In addition to solicitation by mail, proxies may be solicited in
person, or by telephone or telegraph, by some regular employees of the Company.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
September 10, 1996.
J. Dwane Baumgardner
CHAIRMAN OF THE BOARD
14
<PAGE>
- -------------------------------------------------------------------------------
An annual report to shareholders for the year ended June 29, 1996 containing
certified financial statements is being mailed to the shareholders with these
materials.
- -------------------------------------------------------------------------------
<PAGE>
DONNELLY CORPORATION
414 EAST FORTIETH STREET, HOLLAND, MICHIGAN 49423-5368
PROXY--CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Dwane Baumgardner and Maryam Komejan as
Proxies, each with the power to appoint their substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Class A
Common Stock of Donnelly Corporation held of record by the undersigned on
September 2, 1996, at the annual meeting of shareholders to be held October 18,
1996, and at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1.
(Continued and to be signed and dated on the Reverse Side.)
DONNELLY CORPORATION
P.O. BOX 11041
NEW YORK, N.Y. 10203-0041
1. Directors to be elected by holders of Class A Common Stock
FOR ALL NOMINEES LISTED BELOW
WITHHOLD AUTHORITY TO VOTE
EXCEPTIONS
for all nominees listed below
X X X
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE MARK
THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST BELOW.)
John A. Borden, R. Eugene Goodson, Donald R. Uhlmann
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
CHANGE OF ADDRESS AND
X
OR COMMENTS MARK HERE
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: __________________________________________________________________ , 1996
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Signature if held jointly
VOTES MUST BE INDICATED
X
(X) IN BLACK OR BLUE INK.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
INSTRUCTIONS FOR VOTING OF CLASS B COMMON STOCK
Holders of the Class B Common Stock of Donnelly Corporation have 10 votes
per share and also have the right to cumulate their votes in the election of
directors to be elected by that class. At the 1996 Annual Meeting, the Class B
Common Stock will elect 7 directors. The right to cumulate votes means that
holders of Class B Common Stock, instead of spreading their votes equally
among all 7 nominees, may cast all of their votes for 1 nominee or otherwise
cast the votes on a disproportionate basis among the nominees.
A holder's total number of votes is equal to the number of shares of Class B
Common Stock held times 10 times 7. For example, if a holder owns 500 shares,
his or her total number of votes in the election of directors will be 35,000.
These votes may be distributed among the nominees however the holder desires.
For example, again assuming 35,000 votes (based upon ownership of 500 shares),
a holder may cast all 35,000 votes for one nominee, cast the votes in some
other combination disproportionately among the nominees or cast a blanket vote
for all nominees (in which case each nominee would get 5,000 votes).
The enclosed yellow proxy explains what a holder must do in order to
cumulate votes and also what a holder must do to simply vote for all the
nominees or to withhold authority for all the nominees. The proxy permits a
holder to either vote without cumulating votes or to cumulate votes.
<PAGE>
DONNELLY CORPORATION
414 EAST FORTIETH STREET, HOLLAND, MICHIGAN 49423-5368
PROXY--CLASS B COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Dwane Baumgardner and Maryam Komejan as
Proxies, each with the power to appoint their substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Class B
Common Stock of Donnelly Corporation held of record by the undersigned on
September 2, 1996, at the annual meeting of shareholders to be held October 18,
1996, and at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1.
(Continued and to be signed and dated on the Reverse Side.)
DONNELLY CORPORATION
P.O. BOX 11041
NEW YORK, N.Y. 10203-0041
1. Directors to be elected by holders of Class B Common Stock
Holders of Class B Common Stock have 10 votes per share and have the right
to cumulate their votes in the election of directors to be elected by that
class. (See enclosed instructions.) PLEASE VOTE EITHER IN SUBSECTION A OR
SUBSECTION B, BUT NOT BOTH.
A. NON-CUMULATIVE VOTING
If desired, a holder may vote for or against all nominees by checking one of
the boxes below.
FOR ALL NOMINEES LISTED BELOW
WITHHOLD AUTHORITY TO VOTE
EXCEPTIONS
for all nominees listed below
X X X
(INSTRUCTION: IF NOT CUMULATING YOUR VOTES, TO WITHHOLD AUTHORITY TO VOTE
FOR A NOMINEE, STRIKE THAT NOMINEE'S NAME FROM THE LIST BELOW.)
J. Baumgardner, A. Brookstone, B. P. Donnelly, J. Donnelly, T. Leonard, G.
McNeive, R. Pruden
B. CUMULATIVE VOTING (DO NOT VOTE HERE IF YOU HAVE CHANGE OF ADDRESS
ALREADY VOTED IN SUBSECTION A.) AND
X
To cumulate votes, write in the number of votes you OR COMMENTS MARK
wish to cast for a nominee opposite his or her name. HERE
J. Baumgardner B.P. Donnelly T. Leonard R. Pruden
A. Brookstone J. Donnelly G. McNeive
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: __________________________________________________________________ , 1996
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Signature if held jointly
VOTES MUST BE INDICATED
X
(X) IN BLACK OR BLUE INK.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
