<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 (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):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[_] 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.
Notes:
<PAGE>
EXIDE CORPORATION
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Bloomfield Hills, Michigan
July 16, 1998
To our Stockholders:
The Annual Meeting of Stockholders of Exide Corporation will be held on
August 12, 1998, at 10:00 a.m. at the Company's facility at 413 East Berg
Road, Salina, Kansas, for the following purposes:
1. To elect the Company's Board of Directors;
2. To ratify the appointment of Arthur Andersen LLP as independent auditors
for the Company for the current fiscal year; and
3. 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, 1998 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
----------------
July 16, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Exide Corporation (the "Company" or
"Exide") to be used at the Annual Meeting of Stockholders of the Company on
August 12, 1998, to be held at the Company's facility at 413 East Berg Road,
Salina, Kansas. This Proxy Statement and accompanying form of proxy are being
mailed to stockholders beginning on or about July 16, 1998. The Company's
Annual Report to stockholders for fiscal year ended March 31, 1998 is
enclosed.
Only stockholders of record at the close of business on July 7, 1998 will be
entitled to vote at the meeting. As of such date, there were 21,345,492 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 of shares of Common Stock present in person or by proxy at the meeting.
Abstentions may be specified on the proposal to ratify the appointment of
the independent auditors. Abstentions will be counted as present for purposes
of determining the existence of a quorum regarding such proposal. Ratification
of the appointment of the independent auditors requires the approval of a
majority of the shares of Common Stock present in person or by proxy and
entitled to vote.
Under the rules of the New York Stock Exchange, brokers who hold shares in
street name have the authority to vote on certain routine matters on which
they have not received voting instructions from beneficial owners.
Consequently, brokers holding shares of Common Stock in street name who do not
receive voting instructions are entitled to vote on the election of directors
of the Company and ratification of the appointment of the independent
auditors.
<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 certain information with respect to each
nominee.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
---- --- ----------------------------------------------------
<C> <C> <S>
Arthur M. Hawkins 55 President, Chief Executive Officer and Director of
the Company since 1985 and Chairman since October
1989. Mr. Hawkins is also a director of Yuasa, 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 54 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.
Robert H. Irwin 70 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).
Thomas J. Reilly, Jr. 58 Director of the Company since 1996. Until 1996, Mr.
Reilly was a partner with Arthur Andersen LLP which
he joined in 1965. Mr. Reilly is also a director of
Richards Apex, Inc. (a chemical manufacturing
company) and R.W. Sauder, Inc. (an egg processing
and marketing company).
Arthur R. Taylor 69 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.
James T. Watson 62 Director of the Company since 1997. Mr. Watson spent
32 years, until 1995, with Chrysler Corporation in
various management positions, including Director--
International Procurement. He is currently serving
as a director of North American procurement for
Porsche AG.
</TABLE>
2
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES; COMPENSATION OF DIRECTORS
The Board of Directors held nine meetings during fiscal 1998. 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. Watson and Mr. Reilly. 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 three times during fiscal 1998. The present
members of the Audit Committee are Mr. Taylor (Chairman), Mr. Irwin, Mr.
Watson, Mr. Dolive and Mr. Reilly. 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 1998. The Company does not have a
nominating committee.
Directors who are not officers or employees of the Company receive a
quarterly retainer fee of $7,000, plus $2,500 per quarter for committee chairs
plus reimbursement of expenses for attending each meeting of the Board of
Directors or any committee thereof. Pursuant to the 1996 Non-Employee Director
Stock Plan, as amended, at least 50% of such fees are paid in Common Stock,
subject to increase if the director so desires. In addition, under the Plan
each such director receives an award of 500 shares of Common Stock effective
as of the conclusion of each annual meeting at which he is elected. Each non-
employee director also received under the Plan in fiscal 1998, with
shareholder approval, a one-time grant of 2,442 shares of Common Stock,
subject to vesting at the rate of 20% per year at each annual meeting at which
he is re-elected, commencing with this year's meeting.
3
<PAGE>
STOCK OWNERSHIP
The following table sets forth, as of July 10, 1998, certain information
regarding beneficial ownership of Common Stock by the Company's directors and
the executive officers named in the Summary Compensation Table below and by
each person and entity that, to the knowledge of the Company based upon
filings with the Securities and Exchange Commission ("SEC"), 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....... 2,476,942(b) 11.5%
Douglas N. Pearson...... 540,675(b) 2.5%
William J. Rankin....... 113,245 *
Alan E. Gauthier........ 89,420(b) *
Earl Dolive............. 6,589 *
Robert H. Irwin......... 33,821 *
Thomas J. Reilly, Jr.... 4,589 *
Arthur R. Taylor........ 3,548 *
James T. Watson......... 5,237 *
All directors and
executive officers of
the Company
as a group (9 persons). 3,274,066 15.2%
State of Wisconsin
Investment Board....... 2,685,000 12.6%
P.O. Box 7842
Madison, WI 53707
Franklin Resources Inc.. 1,623,808 7.6%
777 Mariners Island
Blvd.
San Mateo, CA 94403
Loomis, Sayles &
Company, L.P........... 1,428,530 6.7%
One Financial Center
Boston, MA 02111
State Street Research &
Management Co.......... 1,190,000 5.6%
One Financial Center
Boston, MA 02111
Schneider Capital
Management, L.P........ 1,096,500 5.1%
460 E. Swedesford
Wayne, PA 19087
</TABLE>
- --------
* Less than 1%.
(a) 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) Includes shares issuable upon the exercise of presently exercisable stock
options as follows:
Mr. Hawkins -- 186,000
Mr. Pearson-- 26,600
Mr. Gauthier-- 40,600
4
<PAGE>
EXECUTIVE COMPENSATION
The table below shows information concerning compensation for the Company's
executive officers for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION LONG TERM COMPENSATION
----------------- --------------------------
RESTRICTED SECURITIES ALL OTHER
FISCAL STOCK AWARD(S) UNDERLYING COMPENSATION
YEAR SALARY BONUS(1) ($)(2) OPTIONS (#) (3)
------ -------- -------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Arthur M. Hawkins...... 1998 $900,000 -0- -0- 1,000,000 $15,119
President and Chief
Executive 1997 900,000 -0- -0- 130,000 13,060
Officer 1996 900,000 -0- -0- -0- 7,950
Douglas N. Pearson..... 1998 $450,000 -0- -0- 100,000 $11,665
Executive Vice
President, President 1997 450,000 -0- -0- 53,000 11,312
--North American
Operations 1996 450,000 -0- -0- -0- 15,887
Alan E. Gauthier....... 1998 $300,000 -0- -0- 60,000 $11,210
Executive Vice
President and 1997 300,000 -0- -0- 35,000 10,448
Chief Financial
Officer 1996 300,000 -0- -0- 40,000 16,019
William J. Rankin...... 1998 $230,000 -0- -0- -0- $15,085
Executive Vice
President-- 1997 230,000 -0- -0- -0- 16,411
Group Operations 1996 230,000 -0- -0- -0- 17,047
</TABLE>
- --------
(1) Bonus amounts shown are those accrued for and paid in or after the end of
the fiscal year listed.
(2) The number and value of the aggregate restricted stock holdings of each of
the named executive officers at March 31, 1998 was as follows: Mr.
Hawkins, 240,406 ($4,071,987); Mr. Pearson, 61,840 ($1,047,445); Mr.
Gauthier, 30,920 ($523,723); and Mr. Rankin, 30,920 ($523,723). The shares
of restricted stock held by Messrs. Hawkins, Pearson, Gauthier and Rankin
vested on April 28, 1998. Each of such named executive officers is
entitled to dividends paid on such restricted stock holdings.
(3) Includes for fiscal 1998 (a) accrued contributions for the Exide Salaried
Retirement and 401(k) Plan and (b) payments for term life insurance as
follows:
<TABLE>
<CAPTION>
(A) (B)
------ ------
<S> <C> <C>
Mr. Hawkins............................................... $8,373 $6,746
Mr. Pearson............................................... 8,494 3,171
Mr. Gauthier.............................................. 8,463 2,747
Mr. Rankin................................................ 7,838 9,247
</TABLE>
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------------------------------------- ---------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE OR
UNDERLYING TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME OPTIONS GRANTED (#) FISCAL YEAR (PER SHARE) DATE(1) 0% 5% ($)(2) 10% ($)(2)
---- ------------------- --------------- ----------- ---------- --- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Mr. Hawkins............. 1,000,000 50.6% $16.625 5/1/07 -0- $10,455,373 $26,495,968
Mr. Pearson............. 100,000 5.1 16.625 5/1/07 -0- 1,045,537 2,649,597
Mr. Gauthier............ 60,000 3.4 16.625 5/1/07 -0- 627,322 1,589,758
Mr. Rankin.............. -0- -0- -- -- N/A N/A N/A
</TABLE>
- --------
(1) Such options do not vest or become exercisable prior to May 1, 2007 unless
the market price of the Common Stock after the grant date increases. 40%
became vested in December 1997 when the price exceeded $30 per share.
Another 40% will become vested if the price reaches $50, and the last 20%
will become vested if it reaches $75. As to each portion which vests, such
options become exercisable 40% on vesting and 20% each on the first,
second and third anniversaries.
(2) The amounts shown in these two columns represent potential realizable
values using the options granted and the exercise prices. The assumed
rates of stock price appreciation are set by SEC rules and are not
intended to forecast the future appreciation of the Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS
ON END (#) AT FISCAL YEAR END ($)
EXERCISE VALUE ------------------------- -------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Hawkins............. -0- N/A 186,000 944,000 50,080 262,920
Mr. Pearson............. -0- N/A 26,600 126,400 5,008 26,292
Mr. Gauthier............ -0- N/A 32,600 102,400 3,004 15,775
Mr. Rankin.............. -0- N/A -0- -0- -0- -0-
</TABLE>
Executive Employment Agreements
The Company entered into employment agreements with Mr. Hawkins in June
1985, Mr. Pearson in June 1985. Mr. Rankin in June 1987. Such agreements
currently provide for annual base salaries of not less than $900,000, $450,000
and $230,000, respectively. These agreements do not contain a stated
termination date, but may be terminated by either party on notice to the
other. These agreements also prohibit each executive from engaging in certain
competitive activities for two years after termination.
6
<PAGE>
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 is designed to enable the Company to
attract and retain highly qualified personnel to serve as executive officers
and to motivate them to achieve corporate performance objectives which will
enhance shareholder value. The principle elements of the Company's
compensation for its executive officers are base salary, incentive cash
bonuses and long term stock awards.
The base salary of the Company's executive officers is reviewed annually and
evaluated with those of consumer product manufacturers of similar complexity
and dollar volume. The executive salaries are commensurate with those of other
executives in comparable positions and the salaries of the domestic executive
officers were last adjusted in April 1995.
Annual incentive cash bonuses have not been awarded to any of the Company's
domestic executive officers in the past three fiscal years. Bonuses for the
domestic executives are predicated on the entire Company's prior year
performance and the new year's planned results. Based on this data, the
Committee sets aggressive bonus targets, based on profit before interest and
taxes, requiring significant improvement over the prior year's actual
performance. The Company must achieve this improvement before the domestic
executive officers become eligible for annual cash incentive bonuses. These
incentive bonuses can represent a significant portion of the short term total
cash compensation of the Company's executive officers and consequently they
are incentivized to achieve or exceed short term established objectives.
The long term incentives provided executives take the form of stock options
which vest in increments over predetermined periods of time. The exercise
price of the options is the share value on the day of the option grant.
Executives can only benefit from such options when the market price of the
Company's shares increases significantly over the predetermined time period
allowing the executive to buy at the exercise price and sell at the then
current market price when the options vest.
The Compensation Committee is composed only of non-employee directors and is
committed to structuring executive long term compensation programs which will
significantly reward the executives if the long term shareholder value
increases as reflected by continuing share price improvement.
Incentive programs which are both ambitious and realistic encourage
participants to achieve the goals, but, if the tasks given to the executives
to realize the intended benefits are unrealistic, the program will be counter-
productive and will not encourage the participants to maximize their
capabilities to the benefit of the Company and its stockholders. Being
cognizant of this fact, the Compensation Committee has developed programs and
is committed to structuring long term executive compensation programs that are
intended to significantly improve the long term shareholder value of the
Company.
Section 162(m) of the Internal Revenue Code sets a $1 million limit on
deductions for the compensation of each executive officer. Such provision
permits some performance-based compensation to be excluded from this limit.
However, the Committee has concluded that compliance with the conditions for
such exclusion would unduly limit its ability to structure appropriate bonus
plans for the executive officers and determined, in light of the small
deduction which might be lost, not to attempt to make such plans comply with
such conditions.
COMPENSATION COMMITTEE
Robert H. Irwin, Chairman
Earl Dolive
Thomas J. Reilly, Jr.
James T. Watson
7
<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(R) 500 Composite Stock
Index ("S&P 500") and (iii) the average of the common stock prices of Echlin
Inc., Federal-Mogul Corporation and Standard Motor Products, Inc., which
companies are automobile parts manufacturers (the "Peer Group"), from October
29, 1993 through March 31, 1998. 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, 1998
LOGO
<TABLE>
EXIDE CORP PEER GROUP S&P 500
<S> <C> <C> <C>
10/29/93 100 100 100
3/31/94 137.76 94.85 96.45
3/31/95 137.05 105.02 111.46
3/31/96 87.34 101.54 147.25
3/31/97 61.39 104.37 176.44
3/31/98 63.74 180.34 261.12
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the knowledge of the Company, all directors and executive officers of the
Company timely filed all reports required of them under Section 16 of the
Securities Exchange Act of 1934.
8
<PAGE>
CERTAIN TRANSACTIONS
In July 1988, the Company entered into a net lease with a corporation whose
stockholders include Messrs. Hawkins, Pearson and Rankin. This corporation
owns approximately 70 acres of land in Michigan which the Company uses for
customer meetings and other business purposes. The lease, which was extended
in August, 1996, expires on July 1, 2002 and provides for rental payments of
$26,204 per quarter. The Company has the option, exercisable at any time
during the term of this lease and any extension thereto, to purchase the
leased property at its appraised market value.
2. 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 1999 fiscal year. The Board of Directors
anticipates that representatives of Arthur Andersen LLP will be present at the
meeting to respond to 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.
OTHER INFORMATION
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 1999 Annual Meeting must be
received by the Company on or before March 16, 1999, 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, 1998, 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.
9
<PAGE>
PROXY
Solicited by the Board of Directors
EXIDE CORPORATION
1400 North Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
The undersigned hereby appoints Bernard F. Stewart and Alan E. Gauthier,
and each of them, proxies, with power of substitution and revocation, to vote
the stock of Exide Corporation which the undersigned is entitled to vote, at the
Annual Meeting of Stockholders to be held on August 12, 1998 and at any
adjournment or postponement thereof, with all the powers the undersigned would
possess if present, with respect to the following:
(Continued and to be signed on the reverse side.)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
EXIDE CORPORATION
August 12, 1998
. Please Detach and Mail in the Envelope Provided .
- --------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
WITHHOLD
FOR AUTHORITY
all nominees to vote for
(except as indicated) all nominees
1. Election of [_] [_]
Directors:
(To withhold authority to vote for any nominee,
strike out that nominee's name.)
Nominees: Arthur M. Hawkins
Douglas N. Pearson
Robert H. Irwin
Thomas J. Reilly, Jr.
Arthur R. Taylor
James T. Watson
FOR AGAINST ABSTAIN
2. Ratification of the appointment of Arthur [_] [_] [_]
Andersen LLP as the Company's
independent public accountants.
3. In their discretion the proxies are authorized to vote upon any other
matter which may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED
AND FOR ITEM 2.
I plan to attend the meeting. [_]
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
<TABLE>
<S> <C> <C>
Dated:
- ------------------------------- ------------------------------------------ ____________, 1998
(SIGNATURE) (SIGNATURE IF HELD JOINTLY)
</TABLE>
NOTE: 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.
- --------------------------------------------------------------------------------
