<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. 2)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Confidential, for Use of the
[_] Preliminary Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
EXIDE CORPORATION
(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):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(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.
[X] 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.
<PAGE>
EXIDE CORPORATION
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Bloomfield Hills, Michigan
August 1, 1995
To the Stockholders:
The Annual Meeting of Stockholders of Exide Corporation will be held on
August 23, 1995, at 10:00 a.m. at the Inn at Reading, 1040 North Park Road,
Wyomissing, Pennsylvania, for the following purposes:
1. To elect the Company's Board of Directors;
2. To approve the Company's fiscal 1996 bonus plan;
3. To ratify the appointment of Arthur Andersen LLP as independent auditors
for the Company for the current fiscal year; and
4. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Only stockholders at the close of business on July 7, 1995 will be entitled
to vote at the meeting or any adjournment or postponement thereof.
By order of the Board of Directors
Bernard F. Stewart
Secretary
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
YOUR VOTE IS IMPORTANT.
<PAGE>
EXIDE CORPORATION
1400 NORTH WOODWARD AVENUE
BLOOMFIELD HILLS, MICHIGAN 48304
----------------
PROXY STATEMENT
----------------
August 1, 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Exide Corporation (the "Company") to be
used at the Annual Meeting of Stockholders of the Company on August 23, 1995,
to be held at the Inn at Reading, 1040 North Park Road, Wyomissing,
Pennsylvania. This Proxy Statement and accompanying form of proxy are being
mailed to stockholders beginning on or about August 1, 1995. The Company's
Annual Report to stockholders for fiscal year ended March 31, 1995, is
enclosed.
Only stockholders of record at the close of business on July 7, 1995 will be
entitled to vote at the meeting. As of such date, there were 19,991,810 shares
of Common Stock issued and outstanding. Each share of Common Stock entitles the
holder to one vote.
The enclosed proxy, if properly signed and returned, will be voted in
accordance with its terms. Any proxy returned without specification as to any
matter will be voted as to each proposal in accordance with the recommendation
of the Board of Directors. You may revoke your proxy at any time before the
vote is taken by delivering to the Secretary of the Company written revocation
or a proxy bearing a later date, or by attending and voting in person at the
Annual Meeting.
The cost of solicitation of proxies will be borne by the Company. In addition
to solicitation of proxies by use of the mail, proxies may be solicited by
directors, officers and regularly engaged employees of the Company. Brokers,
nominees and other similar record holders will be requested to forward
solicitation material and will be reimbursed by the Company upon request for
their out-of-pocket expenses.
Votes cast by proxy or in person at the meeting will be tabulated by the
election inspectors appointed for the meeting and the inspectors will determine
whether a quorum is present. The directors to be elected at the meeting will be
elected by a plurality of the votes cast by the stockholders present in person
or by proxy and entitled to vote. Votes may be cast for or withheld from each
nominee. Votes that are withheld will have no effect on the outcome of the
election because directors will be elected by a plurality of votes cast.
Abstentions may be specified on all proposals submitted to a stockholder vote
other than the election of directors. Abstentions will be counted as present
for purposes of determining the existence of a quorum regarding the other
proposals. Approval of the Company's fiscal 1996 bonus plan and ratification of
the appointment of the independent auditors require the approval of a majority
of the shares of Common Stock present in person or by proxy and entitled to
vote. Thus, abstentions on these proposals will have the effect of a vote
against such proposals.
If a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter, and, thus, will not be counted in determining whether that matter
receives a majority of the shares of Common Stock present and entitled to vote
at the meeting.
<PAGE>
1. ELECTION OF DIRECTORS
The directors to be elected at this meeting will serve until the next annual
meeting or until their successors are elected. Each of the nominees for
election as a director has agreed to serve if elected. All of the nominees are
presently directors of the Company. In the event that any nominee should become
unavailable for election, the Board of Directors may designate a substitute
nominee, in which event the shares represented by proxies at the meeting will
be voted for such substitute nominee unless an instruction to the contrary is
indicated on the proxy card. Nominees receiving a plurality of votes of shares
of Common Stock present in person or by proxy at the meeting will be elected as
directors.
The following table sets forth as of June 30, 1995, with respect to each
nominee, his name, age, principal occupation, the year in which he first became
a director of the Company and directorships in other corporations.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AGE AND DIRECTORSHIPS
---- --- --------------------
<C> <C> <S>
Arthur M. Hawkins 52 President, Chief Executive Officer and Director of the
Company since 1985 and Chairman since October 1989.
Mr. Hawkins is also a director of Yuasa-Exide, Inc.
which is 13.5% owned by the Company. Prior to joining
Exide in June 1985, Mr. Hawkins was Group Executive
of ITT's worldwide automotive operations. He has
spent twenty years in the automotive industry
including six years with Tenneco Automotive as a
Senior Vice President of their Automotive Division,
General Manager of Walker Manufacturing Company and
Operations Vice President of Monroe Automotive
Equipment Company. Prior to joining Tenneco
Automotive, he held various managerial and executive
positions with Chrysler Corporation, including
assignments to Latin America, Mexico, Australia,
Europe and North America.
Douglas N. Pearson 52 Executive Vice President, President--North American
Operations of the Company primarily responsible for
its automotive business since June 1985 and a
director since March 1988. Prior to joining Exide,
Mr. Pearson was Vice President of Sales and Marketing
for Monroe Automotive Equipment Company, a division
of Tenneco Automotive. Mr. Pearson spent fifteen
years with Tenneco Automotive and held various
managerial and executive positions within their
Automotive Division including Regional Sales Manager,
Vice President of National Account Sales and Vice
President of Corporate Planning, Development and Far
East Operations.
William J. Rankin 57 Executive Vice President of the Company primarily
responsible for operations since June 1987 and a
director since July 1993. Mr. Rankin's prior
experience was with Monroe Automotive Equipment
Company where he served as Vice President of
Manufacturing as well as Vice President of Product
Engineering.
Earl Dolive 77 Director of the Company since October 1993. Prior to
his retirement, Mr. Dolive had been employed by
Genuine Parts Company since 1937. At Genuine Parts
Company, Mr. Dolive served in various capacities,
including Executive Vice President and Chief
Operating Officer, Chief Financial Officer and
Treasurer.
Timothy O. Fisher 45 Director of the Company since April 1993. Mr. Fisher
has been employed by The Hillman Company ("Hillman")
(diversified investments and operations) in various
capacities since 1972. He has been a Vice President
of Hillman since 1986 and also serves as a director
of several private companies.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AGE AND DIRECTORSHIPS
---- --- --------------------
<C> <C> <S>
Robert H. Irwin 67 Director of the Company since July 1990. Mr. Irwin is
currently retired and serves various companies in a
consulting capacity. Prior to his retirement, Mr.
Irwin held the office of President of The Batesville
Casket Company, a subsidiary of Hillenbrand
Industries, for seven years. Mr. Irwin's career also
includes 30 years at Chrysler Corporation in a
variety of engineering and managerial positions. Mr.
Irwin is also a director of Le Roy Industries, Inc.
(a manufacturer of automotive parts).
Arthur R. Taylor 66 Director of the Company since October 1993. Prior to
his retirement, Mr. Taylor gained 35 years of
financial and manufacturing experience in a variety
of positions, including Director--Corporate Studies
and Director--Finance & Operations of Chrysler
Corporation and Canadian Representative for the
Vertol Division of The Boeing Company.
Lawrence M. Wagner 55 Director of the Company since August 1989. In December
1993, Mr. Wagner became President and Chief Operating
Officer of Hillman. Prior to that time, he served in
various other capacities with Hillman, including
Executive Vice President and Chief Operating Officer,
Chief Financial Officer and Treasurer.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES; COMPENSATION OF DIRECTORS
The Board of Directors held seven meetings during fiscal 1995. Each director
attended at least 75% of the meetings of the Board of Directors and any
committee on which he served.
The Board of Directors has a Compensation Committee and an Audit Committee.
The present members of the Compensation Committee are Mr. Irwin (Chairman), Mr.
Dolive, Mr. Fisher and Mr. Taylor. The responsibilities of the Compensation
Committee include reviewing and approving executive remuneration and
supervising the administration of the Company's employee benefit plans. The
Compensation Committee met four times during fiscal 1995. The present members
of the Audit Committee are Mr. Wagner (Chairman), Mr. Dolive and Mr. Taylor.
The responsibilities of the Audit Committee include recommending to the Board
of Directors the independent certified public accountants to be selected to
conduct the Company's annual audit and reviewing the accounting and financial
controls used by the Company. The Audit Committee met four times during fiscal
1995.
Directors who are not officers or employees of the Company receive a
quarterly retainer fee of $7,000 plus reimbursement of expenses for attending
each meeting of the Board of Directors or any committee thereof.
3
<PAGE>
STOCK OWNERSHIP
The following table sets forth, as of June 30, 1995, certain information
regarding beneficial ownership of Common Stock by the Company's directors and
executive officers and by each person and entity that, to the best knowledge of
the Company, beneficially owned more than five percent of the Common Stock.
Except as indicated in the notes to the following table, the holders listed
below have sole voting power and investment power over the shares beneficially
held by them. Except as otherwise indicated, the address of each person listed
below is the address of the Company.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
SHARES OF
NAME OF BENEFICIAL OWNER (A) CLASS
------------------------ --------- -------
<S> <C> <C>
Arthur M. Hawkins....................................... 2,415,942 12.1%
Douglas N. Pearson...................................... 604,475 3.0%
William J. Rankin....................................... 113,245 *
Alan E. Gauthier........................................ 32,620 *
George J. Tinker........................................ 20,000 *
Earl Dolive............................................. 2,500 *
Timothy O. Fisher....................................... 1,000 *
Robert H. Irwin......................................... 7,000 *
Arthur R. Taylor........................................ -- --
Lawrence M. Wagner...................................... 1,000 *
All directors and executive
officers of the Company as a
group (10 persons)..................................... 3,197,782 16.0%
Wilmington Securities, Inc. (b)......................... 1,890,884 9.5%
824 Market Street, Suite 900
Wilmington, DE 19801
Janus Capital Corporation (c)........................... 1,492,730 7.5%
100 Fillmore Street, Suite 300
Denver, CO 80206
</TABLE>
--------
* Less than 1%.
(a) The following numbers of the shares shown as beneficially owned are subject
to vesting requirements: Mr. Hawkins--240,406; Mr. Pearson--61,840; Mr.
Rankin--30,920; Mr. Gauthier--30,920; Mr. Tinker--20,000; all directors and
executive officers as a group--364,086. See "Executive Compensation--Stock
Award Plan." Mr. Hawkins' shares include 5,000 shares owned by his children
as to which he disclaims beneficial ownership and Mr. Gauthier's shares
include 700 shares held by his wife and children as to which he disclaims
beneficial ownership.
(b) This holder is an indirect wholly-owned subsidiary of Hillman, which is
controlled by a trust for the benefit of Henry L. Hillman. The trustees of
such trust, Mr. Hillman, C.G. Grefenstette and Elsie H. Hillman, share
voting and investment power over the stock of Hillman. Mr. Wagner, who is
both a director and an officer of Hillman, and Mr. Fisher, who is an
officer of Hillman, disclaim beneficial ownership of the securities of the
Company owned by this holder.
(c) According to the Schedule 13G filed by this holder, it is an investment
advisor with shared voting power and investment power over these shares.
SECTION 16(A) COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers, directors and greater than 10% stockholders to file certain
reports with respect to beneficial ownership of the Company's equity
securities. Mr. Irwin was late on one occasion in filing his Statement of
Changes in Beneficial Ownership on Form 4 in fiscal 1995. In addition, Mr.
Irwin filed an amended Form 3 to reflect an increased number of shares
beneficially owned by Mr. Irwin, which had been inadvertently omitted from Mr.
Irwin's Form 3 filed in connection with the Company's initial public offering.
4
<PAGE>
EXECUTIVE COMPENSATION
The table below shows information concerning compensation for the Company's
executive officers in office on March 31, 1995 for each of the last three
fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
----------------- ------------
RESTRICTED
ALL OTHER STOCK
FISCAL COMPENSA- AWARD(S)
YEAR SALARY BONUS(1) TION(2) ($)(3)
------ -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Arthur M. Hawkins................ 1995 $662,500 $349,900 $16,462 -0-
President and Chief Executive 1994 550,000 550,000 9,160 -0-
Officer 1993 512,500 625,000 8,697 -0-
Douglas N. Pearson............... 1995 $331,250 $174,900 $22,496 -0-
Executive Vice President, 1994 275,000 275,000 20,166 -0-
President-- 1993 256,250 337,400 15,389 -0-
North American Operations
Alan E. Gauthier................. 1995 $206,200 $ 84,000 $22,806 -0-
Executive Vice President and 1994 155,400 129,720 20,529 -0-
Chief Financial Officer(3) 1993 137,700 129,600 13,502 -0-
George J. Tinker................. 1995 $199,946 $140,040 $12,835 $64,500
Vice President and Chairman 1994 -0- -0- -0- -0-
Euro Exide Corporation, 1993 -0- -0- -0- -0-
Limited
William J. Rankin................ 1995 $170,260 $ 72,000 $21,493 -0-
Executive Vice President--Group 1994 150,250 120,000 19,071 -0-
Operations 1993 144,130 120,400 12,237 -0-
</TABLE>
--------
(1) Bonus amounts shown are those accrued for and paid in or after the end of
the fiscal year listed.
(2) Includes accrued contributions for the Exide Salaried Retirement and 401(k)
Plan for fiscal 1995, as follows: Mr. Hawkins, $7,950; Mr. Pearson, $8,250;
Mr. Gauthier, $8,250; and Mr. Rankin, $8,250. Also includes contributions
to an executive long-term Disability Plan for fiscal 1995 as follows: Mr.
Pearson, $6,987; Mr. Gauthier, $7,858; and Mr. Rankin, $5,141.
(3) The number and value (at March 31, 1995) of the aggregate restricted stock
holdings of each of the named executive officers at March 31, 1995 was as
follows: Mr. Hawkins, 240,406 ($8,834,921); Mr. Pearson, 61,840
($2,272,620); Mr. Gauthier, 30,920 ($1,136,310); Mr. Tinker, 20,000
($735,000); and Mr. Rankin, 30,920 ($1,136,310). The shares of restricted
stock held by Messrs. Hawkins, Pearson, Gauthier and Rankin will vest on
the fifth anniversary of the original grant date (April 1993). Twenty
percent of the shares of restricted stock held by Mr. Tinker will vest on
each anniversary of the grant date (December 1994). Each of the named
executive officers is entitled to dividends paid on such restricted stock
holdings.
(4) Mr. Gauthier was appointed Executive Vice President and Chief Financial
Officer in October 1993. Prior to that time, he served as Vice President-
Finance.
5
<PAGE>
The table below shows information concerning the grant of long-term incentive
compensation awards to the Company's executive officers in the last fiscal
year.
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 1995
<TABLE>
<CAPTION>
PERIOD FROM
GRANT UNTIL
NUMBER OF FULL
NAME SHARES VESTING
---- --------- -----------
<S> <C> <C>
Arthur M. Hawkins.................................. -0- --
Douglas N. Person.................................. -0- --
Alan E. Gauthier................................... -0- --
George J. Tinker................................... 20,000 5 years(1)
Restricted Stock Grants
William J. Rankin.................................. -0- --
</TABLE>
--------
(1) Such grant was made under the Exide Corporation 1993 Long Term Incentive
Plan and was effective December 1, 1994. 4,000 shares of such restricted
stock will vest on each anniversary of the grant so long as Mr. Tinker
remains employed by the Company or any of its subsidiaries.
Stock Award Plan
The Company established an incentive stock plan effective April 1993. Under
this plan, the Company granted 811,662 shares of Common Stock to a broad group
of management employees. At the time of the grants, the Board of Directors
believed that the value of the shares was $2.26. The agreements relating to the
grants require the holders thereof to pay $2.25 per share to the Company prior
to receiving the shares. The shares vest in full at the fifth anniversary of
the original grant date and have certain restrictions related to sale and
transferability, as well as requirements of continued employment with the
Company. The following grants were made to the persons named in the Summary
Compensation Table set forth above: Mr. Hawkins--240,406 shares; Mr. Pearson--
61,840 shares; Mr. Rankin--30,920 shares; and Mr. Gauthier--30,920 shares.
Executive Employment Agreements
The Company entered into employment agreements with Mr. Hawkins in June 1985,
Mr. Pearson in June 1985 and Mr. Rankin in June 1987. Each year, the Board of
Directors has authorized amendments to such employment agreements to provide
that the base salaries set by the Compensation Committee for such year are the
minimum salaries under such employment agreements. Such agreements currently
provide for annual base salaries of not less than $900,000, $450,000 and
$230,000, respectively, with the opportunity to earn bonuses under certain
circumstances. These agreements do not contain a stated termination date, but
may be terminated by either party on notice to the other. If the Company
terminates an agreement without cause, the Company will provide severance pay
equal to one year's salary at the rate in effect at the time of termination.
These agreements also prohibit each executive from engaging in certain
competitive activities for two years after termination.
----------------
The following Compensation Committee Report on Executive Compensation and
Performance Graph shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934,
notwithstanding any general statement incorporating this Proxy Statement into
any such filing, except to the extent the Company specifically incorporates
such information by reference in such a filing.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation program for its executive officers is designed to
enable it to attract and retain highly qualified personnel and to motivate them
to achieve corporate performance objectives so as to enhance stockholder value.
6
<PAGE>
The principal elements of the senior executives' compensation consist of base
salary, incentive cash bonuses and long-term stock awards.
Prior to the Company's initial public offering in October 1993, executive
compensation decisions were generally made by the full Board of Directors,
rather than the Compensation Committee. Now that the Company's shares are
publicly traded, the Compensation Committee expects to have a larger role in
this area, although it will continue to consider, as the full Board has in the
past, the recommendations of the Chief Executive Officer with respect to the
compensation of the other executive officers.
In determining base salaries for fiscal 1995 and prior years, the Board and
the Committee based their decisions on subjective and informal policies and
considered various factors, including, most importantly, the executive's level
of responsibility and individual performance and also the profitability of the
Company and the understanding of the Board members involved, from their
personal business experience, of the general levels of salaries being paid to
senior executives in other industrial corporations. In setting fiscal 1996 base
salaries and in anticipation of the Company's expansion into the European
battery market, the Compensation Committee reviewed the senior executives'
compensation programs and recommended to the Board of Directors compensation
levels benchmarked to companies of similar size. Such companies did not include
the companies included in the Peer Group (as defined below). Accordingly, for
fiscal 1996 salaries, less importance was given to the factors referred to
above and instead the benchmarking results were given the greatest weight. The
Compensation Committee attempted to adjust salaries for this fiscal year to
approximately the mid-point of the range of salaries of senior executives with
similar duties at the other companies. As a result, in October 1994, the
Compensation Committee recommended, and the Board of Directors approved, an
increase in the base salaries of its senior executives. Such increase was
instituted in two steps--October 1994 and April 1995. For additional
information on the increased annual base salaries, see "Executive
Compensation--Executive Employment Agreements" above.
Annual cash bonuses represent a large portion of the total cash compensation
of the Company's executive officers and serve as an incentive to achieve
corporate goals for earnings before interest and taxes. As the figures in the
Summary Compensation Table demonstrate, the Compensation Committee believed
that, because the Company's most highly compensated officers more significantly
affect the Company's results of operations than other officers, a larger
portion of their compensation should be in the form of a cash bonus. In setting
fiscal 1995 bonuses the Compensation Committee established certain target
levels based on earnings before interest and taxes, as the Compensation
Committee had done in the preceding fiscal year (except that the required level
of earnings before interest and taxes was higher in fiscal 1995). The Company
achieved certain, but not all, of the target levels set by the Compensation
Committee in fiscal 1995, primarily due to the unusually warm winter.
Therefore, the amounts received by the named executive officers were
approximately 40% less than the amounts which could have been earned by such
officers had the highest target levels been achieved. In May 1995, the
Compensation Committee established, and the Board of Directors ratified, the
bonus plan described in "Approval of the Fiscal 1996 Bonus Plan" below. The
Compensation Committee considered the Company's cost reduction goals for fiscal
1996 in setting the goals in the bonus plan.
In anticipation of the Company's initial public offering and in order to
better align the interests of its executives with those of its stockholders,
during fiscal 1994 the Board created the plan described above under "Stock
Award Plan," pursuant to which shares were sold subject to vesting and other
restrictions, and a Long Term Incentive Plan (the "LTIP") which authorizes
grants by the Compensation Committee of stock options, restricted shares of
stock and units valued based on the Company's long-term performance. As a
result of the growing importance of the Company's European business, the
Compensation Committee granted 20,000 shares of restricted stock to Mr. Tinker
under the LTIP in fiscal 1995. See "Executive Compensation--Long-Term Incentive
Awards in Fiscal 1995." The grant to Mr. Tinker was made by the Compensation
Committee in order to give Mr. Tinker a stock incentive like the other named
executive officers and the amount was determined by comparing his
responsibilities to the other named executive officers.
The compensation for the Chief Executive Officer for fiscal 1996 was
determined in the manner described above and no particular quantitative
measures were used in determining his compensation except as so described.
7
<PAGE>
Section 162(m) of the Internal Revenue Code sets a $1 million limit on
deductions for the compensation of each executive officer. Certain performance-
based compensation is excluded from this limit. The Compensation Committee
intends to structure the LTIP awards and recommend any necessary changes to the
LTIP so as to bring compensation provided under it within such exclusion. In
addition, by virtue of the proposal described in "Approval of the Fiscal 1996
Bonus Plan" below, the Compensation Committee has structured the Company's
annual bonus plan so as to bring compensation under such plan within the
Section 162(m) exclusion.
COMPENSATION COMMITTEE
Robert H. Irwin, Chairman
Earl Dolive
Timothy O. Fisher
Arthur R. Taylor
8
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total returns of (i) the
Company's Common Stock, (ii) the Standard & Poor's 500 Composite Stock Index
("S&P 500") and (iii) the average of the common stock prices of Echlin Inc.,
Federal-Mogul Corporation, Standard Motor Products, Inc. and Stant Corp.,
automobile parts manufacturers (the "Peer Group"), from October 29, 1993
through March 31, 1995. The graph assumes that $100 was invested on October 29,
1993 in each (using the closing price of the Company's Common Stock on such
date of $26.875 per share following its initial public offering at $20.00 per
share) and that dividends were reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG COMPANY, S&P 500 INDEX AND PEER GROUP
FROM OCTOBER 29, 1993 TO MARCH 31, 1995
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION>
Measurement Period S&P
(Fiscal Year Covered) EXIDE 500 INDEX PEER GROUP
------------------- ------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-
10/29/93 $100.00 $100.00 $100.00
FQE 03/31/94 $137.76 $ 96.45 $ 94.81
FQE 06/30/94 $171.34 $ 96.85 $ 97.11
FQE 09/30/94 $176.54 $101.59 $ 91.03
FQE 12/31/94 $209.68 $101.57 $ 89.41
FQE 03/31/95 $137.05 $111.46 $103.04
</TABLE>
9
<PAGE>
2. APPROVAL OF THE FISCAL 1996 BONUS PLAN
In May 1995, the Compensation Committee established, subject to stockholder
approval, performance goals under the fiscal 1996 bonus plan for the six most
highly compensated officers of the Company. The business criteria on which the
performance goals are based is earnings before interest and taxes as calculated
in accordance with generally accepted accounting principles using audited
financial information. The maximum amount of compensation that any employee
could be paid under this bonus plan is $1,350,000.
The affirmative vote of a majority of the votes cast by the holders of the
shares of Common Stock represented in person or by proxy at the meeting is
required for approval of the fiscal 1996 bonus plan. Approval of this bonus
plan is required for all amounts awarded under the plan to qualify as
compensation deductible by the Company under Section 162(m) of the Internal
Revenue Code.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE FISCAL 1996
BONUS PLAN AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors proposes that the stockholders ratify the appointment
by the Audit Committee of Arthur Andersen LLP to serve as the Company's
independent auditors for the 1996 fiscal year. The Board of Directors
anticipates that representatives of Arthur Andersen LLP will be present at the
meeting to respond to the appropriate questions, and they will have an
opportunity, if they desire, to make a statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT AUDITORS AND YOUR PROXY
WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
OTHER INFORMATION
The Management has no reason to believe that any other business will be
presented at the Annual Meeting, but if any other business shall be presented,
votes pursuant to the proxy will be cast thereon in accordance with the
discretion of the persons named in the accompanying proxy.
Stockholder proposals to be presented at the 1996 Annual Meeting must be
received by the Company on or before March 29, 1996, for inclusion in the proxy
statement relating to that meeting. Proposals should be sent to the attention
of the Secretary of the Company. In addition, the Company's By-laws contain
certain requirements with respect to the submission of proposals and the
nomination of directors at any stockholder meeting.
The Company will furnish, without charge, to each person whose proxy is being
solicited, upon request of such person, one copy of the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1995, as filed with the
Securities and Exchange Commission. Requests for copies of such report should
be directed to the attention of the Corporate Secretary, Exide Corporation, 645
Penn Street, Reading, Pennsylvania 19601-4205.
10
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
EXIDE CORPORATION
The undersigned hereby appoints Alan E. Gauthier and Bernard F. Stewart
attorneys and proxies, each with power to act without the other and with power
of substitution, and hereby authorizes them to represent and vote, as designated
on the other side, all the shares of stock of Exide Corporation standing in the
name of the undersigned with all powers which the undersigned would possess if
present at the Annual Meeting of Stockholders of the Company to be held
August 23, 1995 or any adjournments thereof.
(Continued, and to be marked, dated and signed, on the other side)
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FOLD AND DETACH HERE
Annual Meeting of
Stockholders
Exide Corporation
August 23, 1995
10:00 a.m.
The Inn at Reading
1040 Park Road
Wyomissing, PA 19610
<PAGE>
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 PROPOSALS 1, 2 AND 3.
I plan to attend
the meeting
[_]
1. ELECTION OF DIRECTORS
NOMINEES: Arthur M. Hawkins, Douglas N. Pearson, William J. Rankin, Earl
Dolive, Timothy O. Fisher, Robert H. Irwin, Arthur R. Taylor and Lawrence M.
Wagner
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
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FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed to the right
[_] [_]
2. Approval of the Company's fiscal 1996 bonus plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Ratification of the appointment of Arthur Andersen LLP as the Company's
independent public accountants.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. In their discretion upon such other business as may properly come before the
meeting.
Please sign exactly as name appears hereon. 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: , 1995
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(Signature)
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(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
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FOLD AND DETACH HERE
Admission Ticket
----------------
Annual Meeting of
Stockholders
Exide Corporation
August 23, 1995
10:00 a.m.
The Inn at Reading
1040 Park Road
Wyomissing, PA 19610
Agenda
. Election of Directors
. Approval of the Company's Fiscal 1996 Bonus Plan
. Ratification of Auditors
