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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 Under Rule 14a-12
EXIDE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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PROXY STATEMENT FOR THE
EXIDE CORPORATION
2000 ANNUAL MEETING OF STOCKHOLDERS
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Exide Corporation
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645 Penn Street
Reading, Pennsylvania 19601
July 11, 2000
Fellow Stockholders:
It is my pleasure to invite you to Exide Corporation's 2000 Annual Meeting
of Stockholders.
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Date: August 10, 2000
Time: 10:00 a.m.
Place: Lincoln Plaza Hotel
100 North Fifth Street
Reading, Pennsylvania 19601
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At our Annual Meeting, you will have the opportunity to vote to:
. Elect our directors; and
. Ratify the appointment of PricewaterhouseCoopers LLP as Exide's
independent certified public accountants for the fiscal year ending
March 31, 2001.
In addition to the formal items of business, we will review the major
developments of fiscal 2000 and answer any questions that you may have about
Exide or its activities. We will also transact any other business that properly
comes before the meeting or any adjournment or postponement thereof.
This letter is your notice of the Annual Meeting and is being sent to
stockholders of record as of the close of business on July 7, 2000, who are the
only holders entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.
It is important that your shares be represented at the meeting. Please sign,
date and return the enclosed proxy card in the enclosed envelope, even if you
plan to attend the meeting. If you do attend the meeting, you may personally
vote, which will revoke your signed proxy. You may also revoke your proxy at
any time before the meeting by following the instructions in the proxy
statement.
We look forward to seeing you at the meeting.
By order of the Board of Directors,
John R. Van Zile
Secretary
<PAGE>
PROXY STATEMENT FOR THE
EXIDE CORPORATION
2000 ANNUAL MEETING OF STOCKHOLDERS
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
About this Proxy Statement
We have sent you this proxy statement and the enclosed proxy card because
our Board of Directors is soliciting your proxy to vote at the 2000 Annual
Meeting of Stockholders. This proxy statement summarizes the information,
which you will need in order to make an educated vote at the Annual Meeting.
However, you need not attend the Annual Meeting in order to vote your shares.
You may instead simply complete, sign and return the enclosed proxy card to
register your vote.
We sent this proxy statement and the enclosed proxy card on July 11, 2000
to all stockholders who owned shares of our common stock at the close of
business on July 7, 2000, who are the only stockholders entitled to vote at
the Annual Meeting. For ten days prior to the Annual Meeting, a list of our
stockholders will be open for examination at our headquarters by any
stockholder for any reason relating to the meeting. As of the record date,
there were 21,499,795 shares of our common stock outstanding.
Number of Votes
Each share of our common stock entitles you to one vote on each proposal at
the Annual Meeting. The enclosed proxy card indicates the number of shares of
our common stock that you own.
The Quorum Requirement
At the Annual Meeting, inspectors of election will determine whether there
is a quorum present. A quorum is required to conduct any business at the
meeting. For a quorum to be present, the holders of a majority of the
outstanding shares of common stock must be present in person or by proxy. If
you mark your proxy card "withhold" or "abstain," or if your proxy is held in
street name by your broker and it is not voted on all proposals, your proxy
will nonetheless be counted as present for purposes of determining a quorum.
Voting By Proxy
Whether or not you plan to attend the Annual Meeting, please complete, sign
and date, and return the enclosed proxy card in the envelope provided.
Returning the proxy card will not affect your right to attend the Annual
Meeting and vote.
If you fill out your proxy card properly and return it in time to vote,
your proxy will vote your shares as you have directed. If you sign the proxy
card but do not make any specific indications of how you wish to vote, your
proxy will vote your shares:
. "FOR" the election of the director nominees; and
. "FOR" ratifying the appointment of PricewaterhouseCoopers LLP as
Exide's independent certified public accountants for the fiscal year
ending March 31, 2001.
If any other matter is presented at the Annual Meeting, your proxy will
vote in accordance with his best judgement. We know of no matters to be
addressed at the Annual Meeting beyond those described in this proxy
statement.
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Revoking Your Proxy
If you give a proxy, you may revoke it at any time before it is exercised.
You may revoke your proxy in the following ways:
. You may send in another proxy card with a later date.
. You may notify our Corporate Secretary in writing before the Annual
Meeting.
. You may attend the Annual Meeting and vote in person.
Voting In Person
If you plan to attend the Annual Meeting and vote in person, we will give
you a ballot when you arrive. However, if your shares are held in the name of
your broker, bank, or other nominee, you must bring an account statement or
letter from the nominee indicating that you were the beneficial owner of the
shares on July 7, 2000, the record date for voting.
Approving the Proposals
Proposal I: Electing Directors
At the Annual Meeting, the director nominees receiving a plurality of the
votes cast in person or by proxy will be elected. If you are present and do
not vote, or if you send in your proxy marked "withheld," your vote will have
no impact on the election of those directors as to whom you have withheld
votes.
Proposal II: Ratifying the Appointment of PricewaterhouseCoopers LLP as
Exide's Independent Certified Public Accountants for the
Fiscal Year Ending March 31, 2001
In order to be approved, all other matters to be voted on, including
ratifying the appointment of independent accountants, require the affirmative
vote of a majority of the shares entitled to vote at the meeting, cast either
in person or by proxy. Abstentions may be specified on the proposal to ratify
the appointment of the independent auditors. If you attend the meeting but do
not vote, or if you send in your proxy marked "abstain," your abstention will
have no impact on the ratification of the appointment of the independent
accountants.
The Effect of Broker Non-Votes
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 Exide and ratification of the appointment of the independent auditors.
The Cost of Soliciting Proxies
Exide will pay all of the costs of soliciting these proxies, including the
cost of mailing the proxy solicitation material. In addition, our directors
and employees may also solicit proxies in person, by telephone or by other
electronic means of communication. Exide will not compensate these directors
and employees additionally for this solicitation, but Exide may reimburse them
for any out-of-pocket expenses, which they incur in the process of soliciting
the proxies. We will arrange for brokers and other custodians, nominees and
fiduciaries to forward the solicitation materials to their principals, and
Exide will reimburse them for any out-of-pocket expenses, which they
reasonably incur in the process of forwarding the materials.
PROPOSALS
The Board of Directors is soliciting your vote with respect to both of the
following proposals. We do not expect any other matters to come before the
meeting; however, if another matter is voted upon, your proxy will vote your
shares in accordance with his best judgment. The Board of Directors recommends
that you vote "FOR" both of the following proposals:
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I. 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. 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
---- --- ------------------------------------------------------------
<S> <C> <C>
Robert A. Lutz.......... 68 Chairman and Chief Executive Officer of Exide since December
1998 and a member of the Office of the Chairman since May
2000. Mr. Lutz also served as President of Exide Corporation
from December 1998 through May 2000. Mr. Lutz retired in
July 1998 as Vice Chairman of Chrysler. Previously, Mr. Lutz
was Chrysler's President and Chief Operating Officer
responsible for its car and truck operations worldwide. Mr.
Lutz became President of Chrysler in January 1991. Prior to
joining Chrysler, Mr. Lutz held senior executive and
operating positions with Ford, GM and BMW. Mr. Lutz is also
a director of Northrop Grumman Corporation, ASCOM, a Swiss
telecommunications and electronics company, Silicon Graphics
Incorporated and Kepner-Tregoe.
Francois J. Castaing.... 55 Director of Exide since March 1999. Mr. Castaing is
President of Castaing & Associates, an automotive industry
consulting firm. Mr. Castaing began consulting shortly after
his 1997 retirement from Chrysler where he served since 1987
in several executive positions, including Vice President of
Vehicle Engineering and Executive Vice President.
Lynne V. Cheney......... 58 Director of Exide since February 2000. Ms. Cheney has been a
Senior Fellow at the American Enterprise Institute for
Public Policy Research since 1993. From 1986 until 1993 Ms.
Cheney was Chairman of the National Endowment for the
Humanities. Ms. Cheney is also a director of the Lockheed
Martin Corporation, Reader's Digest Association, Inc.,
American Express/IDS Mutual Fund Group, and Union Pacific
Resources Group, Inc.
John A. James........... 58 Director of Exide since March 1999. Mr. James is Chairman of
the Board and Chief Executive Officer of The O-J Group, a
group of transportation-related companies which he co-
founded in 1971. Mr. James is also a director of the
Hartford Development Foundation and a member of the National
Association of Black Automotive Suppliers.
Jody G. Miller.......... 42 Director of Exide since December 1999. Ms. Miller is a
Venture Partner with Maveron, LLC, a Seattle-based venture
capital firm, which she joined in February 2000. Before
joining Maveron, from 1995 until January 1999, Ms. Miller
served in several senior executive positions with Americast,
a digital video and interactive services partnership between
Ameritech, BellSouth, GTE, SNET and the Walt Disney Company.
While at Americast, Ms. Miller served as Acting President
and Chief Operating Officer, Executive Vice President and
Senior Vice President for Operations. Ms. Miller also served
in the White House as special assistant to the President
from 1993 to 1995, where she was involved with matters as
diverse as healthcare, welfare reform and NAFTA.
</TABLE>
3
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<TABLE>
<S> <C> <C>
Heinz C. Prechter....... 58 Director of Exide since March 1999. Mr. Prechter is Chairman
of Prechter Holdings, a holding company he founded in 1965
that owns various manufacturing companies, one of which is a
supplier of the automobile industry. Mr. Prechter is also
the Founding Chairman and Director of ASC, Inc., an
automotive sunroof company. Mr. Prechter is also a director
of Budd Company and Comerica Incorporated.
John E. Robson.......... 70 Director of Exide since March 1999. Mr. Robson is a Senior
Advisor with Robertson Stephens, an investment-banking firm
he joined in 1993. From 1989 to 1993, Mr. Robson served as
Deputy Secretary of the United States Treasury. Mr. Robson
also served previously as President and CEO of GD Searle, a
global pharmaceutical company, and as Dean of Emory
University's School of Business Administration. Mr. Robson
is also a director of ProLogis Trust, a global provider of
distribution services and facilities, Pharmacia Corporation
and Northrop Grumman Corporation.
</TABLE>
Committees of the Board of Directors
Compensation Committee
The Compensation Committee is responsible for reviewing and approving
executive remuneration, supervising the administration of Exide's compensation
plans, and ensuring the link between executive compensation and both the
performance of the organization and the creation of stockholder value. The
Compensation Committee met six times during fiscal 2000. Mr. Prechter serves
as Chairman and Mr. Castaing and Ms. Miller are members.
Audit Committee
The Audit Committee is responsible for reviewing the accounting and
financial controls and recommending to the board which independent certified
public accountant should be selected to conduct the annual audit. The Audit
Committee met six times during fiscal 2000. Mr. Robson serves as Chairman and
Ms. Miller and Mr. Prechter are members. A copy of the Audit Committee's
charter, adopted May 15, 2000, is attached to this proxy statement as Annex A.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending
nominees for the board, evaluating director performance, recommending board
committees and membership, and reviewing corporate governance policies. The
Nominating and Governance Committee will consider for nomination individuals
whose names are sent to the Committee (in care of the Secretary of Exide
Corporation) by stockholders in accordance with the provisions in Exide's
bylaws. The Nominating and Governance Committee met three times during fiscal
2000. Mr. James serves as Chairman and Ms. Cheney and Mr. Robson are members.
Technology Committee
The Technology Committee is responsible for reviewing new energy storage,
generation and utilization technologies and how they affect the forward
outlook for Exide's strategic business planning. The Technology Committee is
also responsible for reviewing technology trends of the trade as new customer
demands for applications in current and untapped markets emerge. The
Technology Committee met three times during fiscal 2000. Mr. Castaing serves
as Chairman and Messrs. James and Prechter are members.
The Board of Directors held nine meetings during fiscal 2000. Each director
attended at least 75% of the meetings of the Board of Directors and any
committee on which he or she served.
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Director Compensation
Directors who are not officers or employees of Exide receive a quarterly
retainer fee of $8,000, plus $2,000 for each non-telephonic board meeting they
attend. Committee members receive $1,200 for one or more committee meetings in
a single day. However, if the total meeting time in a single day exceeds six
hours, committee members receive $2,000 for the day. Committee chairpersons
receive $2,500 per quarter and $1,300 for one or more committee meetings in a
single day. However, if the total meeting time in a single day exceeds six
hours, committee chairpersons receive $2,000 for the day. Directors are also
reimbursed their expenses for attending each meeting of the board or any
committee. Our 1996 Non-Employee Director Stock Plan requires that at least
50% of such fees be paid in common stock. However, the amount paid in our
common stock may increase if the director so desires. In addition, under the
1996 plan each non-employee director receives 500 shares of common stock at
each annual meeting at which he or she is elected.
Stock Ownership
The following table shows, as of July 3, 2000, information regarding
beneficial ownership of common stock by Exide's directors and executive
officers, certain former officers and by each person and entity that
beneficially owns more than five percent of the common stock. Except as
indicated in the notes to the 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 Exide.
<TABLE>
<CAPTION>
Number of Shares
Beneficially
Owned(1)
-----------------
Beneficial Owner Number Percent
---------------- --------- -------
<S> <C> <C>
Robert A. Lutz (2)...... 684,750 3.2%
Craig H. Muhlhauser (3). 0 *
Kevin R. Morano (4)..... 10,000 *
Jack J. Sosiak (5)...... 67,710 *
John R. Van Zile (6).... 24,200 *
Francois J. Castaing.... 9,709 *
Lynne V. Cheney......... 3,000 *
John A. James........... 5,812 *
Jody G. Miller.......... 1,230 *
Heinz C. Prechter....... 5,407 *
John E. Robson (7)...... 9,983 *
All executive officers
and directors as a
group (14 persons)..... 925,001 4.3%
James M. Diasio (8)..... 80,000 *
Alan C. Johnson......... 0 *
State of Wisconsin
Investment Board (9)... 4,210,000 19.6%
David L. Babson and
Company Incorporated
(10)................... 2,458,504 11.4%
Janus Capital
Corporation (11)....... 2,162,285 10.1%
Loomis, Sayles & Co.,
L.P. (12).............. 1,969,525 9.2%
Dimensional Fund
Advisors (13).......... 1,475,380 6.9%
</TABLE>
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*Less than 1%.
(1) Based on 21,499,795 shares outstanding as of July 3, 2000.
(2) Represents shares owned in trust, beneficially owned by Mr. Lutz's
spouse, and 600,000 currently exercisable options to purchase common
stock. Mr. Lutz also holds options to purchase 1,200,000 shares of common
stock that are not currently exercisable.
(3) Mr. Muhlhauser holds options to purchase 300,000 shares of common stock
that are not currently exercisable.
(4) Mr. Morano also holds options to purchase 150,000 shares of common stock
that are not currently exercisable.
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(5) Includes currently exercisable options to purchase 16,400 shares of
common stock. Mr. Sosiak also holds options to purchase 115,600 shares of
common stock that are not currently exercisable.
(6) Includes currently exercisable options to purchase 3,200 shares of common
stock. Mr. Van Zile also holds options to purchase 106,800 shares of
common stock that are not currently exercisable.
(7) Includes 5,400 shares held by a living trust for the benefit of Mr.
Robson and his spouse.
(8) Represents currently exercisable options to purchase common stock.
(9) Based solely on a Schedule 13G filed on February 10, 2000. State of
Wisconsin Investment Board's address is P.O. Box 7842, Madison, Wisconsin
53707.
(10) Based solely on a Schedule 13G filed on February 1, 2000. David L.
Babson's address is One Memorial Drive, Cambridge, Massachusetts 02142-
1300.
(11) Based solely on a Schedule 13G filed on February 14, 2000. Janus
Capital's address is 100 Fillmore Street, Denver, Colorado 80206-4923.
(12) Based solely on a Schedule 13G filed on February 2, 2000. Loomis, Sayles'
address is One Financial Center, Boston, Massachusetts 02111.
(13) Based solely on a Schedule 13G filed on February 4, 2000. Dimensional
Fund Advisors' address is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA
90401.
This table shows information for the fiscal years 2000, 1999 and 1998
concerning compensation for Exide's chief executive officer, our other most
highly compensated executive officers and two former executive officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Awards
Annual Compensation Securities
----------------------------------------- Underlying All Other
Name and Principal Fiscal Bonus Other Annual Options Compensation
Position Year Salary ($) ($) (1) Compensation($) (#) ($) (2)
------------------ ------ ---------- ------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Lutz.......... 2000 900,000 -- -- -- 21,470
Chairman and Chief 1999 300,000 -- -- 1,800,000 3,360
Executive Officer 1998 -- -- -- -- --
Craig H. Muhlhauser..... 2000 -- -- -- -- --
President and Chief 1999 -- -- -- -- --
Operating Officer 1998 -- -- -- -- --
Kevin R. Morano......... 2000 -- -- -- -- --
Executive Vice 1999 -- -- -- -- --
President 1998 -- -- -- -- --
and Chief Financial
Officer
Jack J. Sosiak.......... 2000 220,000 -- -- 100,000 9,310
Executive Vice 1999 220,000 -- -- -- 9,569
President 1998 220,000 110,000 -- 10,000 9,352
Human Resources
John R. Van Zile........ 2000 190,417 -- -- 100,000 8,878
Vice President, General 1999 160,000 30,000 -- -- 6,583
Counsel and Secretary 1998 157,500 25,000 21,907(3) 10,000 6,574
James M. Diasio......... 2000 300,000 -- -- 170,000(4) 7,044
Former Executive Vice 1999 135,758 -- -- 20,000 3,201
President and Former 1998 62,500 -- -- 6,000(5) 149
Chief
Financial Officer
Alan C. Johnson......... 2000 248,864 125,000 -- 200,000(6) 9,444
Former President and 1999 -- -- -- -- --
Former Chief Operating 1998 -- -- -- -- --
Officer
</TABLE>
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(1) Bonus amounts shown are those accrued for and paid in or after the end of
the fiscal year listed.
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(2) Includes for calendar 1999 accrued contributions for the Exide Salaried
Retirement and 401(k) Plan and payments for life insurance as follows:
<TABLE>
<CAPTION>
Retirement Plan Life Insurance
Payments Payments
--------------- --------------
<S> <C> <C>
Mr. Lutz...................................... $6,400 $15,070
Mr. Sosiak.................................... $5,455 $ 3,855
Mr. Van Zile.................................. $8,579 $ 299
Mr. Diasio.................................... $6,400 $ 644
Mr. Johnson................................... $8,800 $ 644
</TABLE>
(3) Includes relocation expenses of $18,886.
(4) Options covering 110,000 shares were forfeited upon Mr. Diasio's
resignation.
(5) Forfeited upon Mr. Diasio's resignation.
(6) Forfeited upon Mr. Johnson's resignation.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End (#) at FY-End ($)
Acquired on Value ------------------------- -------------------------
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert A. Lutz.......... -- -- 600,000/1,200,000 --/--
Craig H. Muhlhauser..... -- -- --/-- --/--
Kevin R. Morano......... -- -- --/-- --/--
Jack J. Sosiak.......... -- -- 16,400/115,600 --/--
John R. Van Zile........ -- -- 3,200/106,800 --/--
James M. Diasio......... -- -- 54,000/136,000 --/--
Alan C. Johnson......... -- -- 0/200,000 --/--
</TABLE>
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Number of % of Rates of
Securities Total Options Stock Price Appreciation
Underlying Granted Exercise or for Option Term ($)
Options to Employees Base Price Expiration ------------------------
Name Granted (#) in Fiscal Year ($/Sh.) Date 0% 5% 10%
---- ----------- -------------- ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert A. Lutz.......... -- -- -- -- -- -- --
Craig H. Muhlhauser..... -- -- -- -- -- -- --
Kevin R. Morano......... -- -- -- -- -- -- --
Jack J. Sosiak.......... 100,000 * 11.375 8/11/09 -- 715,368 1,812,882
John R. Van Zile........ 100,000 * 11.375 8/11/09 -- 715,368 1,812,882
James M. Diasio (1)..... 120,000 * 11.375 8/11/09 -- 858,441 2,175,458
Alan C. Johnson (2)..... 200,000 * 11.00 8/23/09 -- 830,141 2,103,740
</TABLE>
--------
*Less than 1%
(1) Options covering 60,000 shares were forfeited upon Mr. Diasio's
resignation.
(2) Forfeited upon Mr. Johnson's resignation.
1993 Long-Term Incentive Plan
Exide has a long-term incentive plan which it adopted in 1993. The plan
permits the Compensation Committee to grant awards to key employees in the
form of incentive stock options, nonqualified stock options, restricted shares
of common stock or units valued on the basis of long-term performance of
Exide. Stock appreciation rights may be granted with options or alone. All of
the awards to date have been nonqualified stock options, none of which were
accompanied by stock appreciation rights. All awards vest ratably over periods
ranging from four to five years, with
7
<PAGE>
the maximum term of the awards ranging from five years and three months to ten
years. The maximum aggregate number of shares of common stock with respect to
which awards may be granted is 700,000 shares. No single employee may receive
an award of more than 150,000 shares in any one fiscal year. Currently
outstanding awards under the plan are 218,000 restricted shares and 482,000
stock options. No further grants will be made under this plan.
1997 Stock Option Plan
Exide has a stock option plan which it adopted in 1997. The plan permits
grants of stock options to key employees covering up to 2,000,000 shares of
common stock. No single employee may receive an award of options covering more
than 1,000,000 shares. The board granted 2,000,000 stock options under the
plan in 1997, of which 1,355,500 remain outstanding. No further grants will be
made under this plan. The exercise price for each option is $16.625, the fair
market value on the date of grant. The options are subject to vesting
provisions based on stock price levels and time of service and expire on June
1, 2007.
1999 Stock Incentive Plan
Exide has a stock incentive plan which it adopted in 1999. The plan permits
grants of restricted stock awards, non-qualified stock options and incentive
stock options to employees, directors, consultants and advisors. Incentive
stock options may be granted only to employees of Exide. All of the awards to
date have been non-qualified stock options granted at an exercise price of not
less than 100% of the fair market value of Exide common stock on the date of
grant. Grants may be subject to vesting for additional time in service to
Exide or the attainment of performance goals. The maximum aggregate number of
shares of common stock with respect to which awards may be granted is
2,300,000 shares. No more than 200,000 shares may be available for award as
restricted stock. No more than 500,000 shares may be granted to any individual
in a calendar year. Currently outstanding awards under the plan are 1,706,667
non-qualified stock options.
Retirement Plans
Exide Corporation sponsors the Exide Salaried Retirement and 401(k) Plan
for all U.S. salaried employees. This IRS-qualified retirement plan has a
voluntary and an involuntary component. For the voluntary component,
participants who have completed 90 days of employment may contribute from 1%
to 12% of their compensation on a pre-tax basis to the 401(k) portion of the
plan. Effective January 1, 2000, Exide contributes 50% of the first 6% of the
employee's pre-tax deferrals to the 401(k) portion of the plan. For the
involuntary component, Exide automatically contributes 4% of total
compensation annually for each eligible salaried employee who is active on the
last day of the calendar year. All Exide contributions to the plan vest over a
five-year period. Employees are always 100% vested in their own contributions.
1999 Annual Incentive Plan
In 1999, Exide adopted a formal plan for the payment of annual cash
incentives. The 1999 Annual Incentive Plan provides a specific structure for
determining the measures and levels of performance required to provide cash
incentives to executives and select senior managers. The specific performance
measures are set annually based upon that year's business plan and the overall
Exide strategy. The 1999 Annual Incentive Plan requires that the performance
measures be related to financial performance. All awards made under the 1999
Annual Incentive Plan are contingent upon obtaining set financial results
measured on a worldwide basis. In addition, actual payouts to individual
participants are dependent upon performance goals that vary among groups of
participants. Performance for executives is measured exclusively on worldwide
results of Exide. Non-executive managers are measured on a blend of worldwide
and divisional results.
For fiscal 2000, the performance goals selected focus on immediate
financial improvement. Awards for all participants in the 1999 Annual
Incentive Plan are contingent upon attaining a set level of profit before tax.
Individual participants' payouts are determined based upon some or all of the
following measures: earnings per share, return on invested capital, cash flow,
inventory turnover, receivables, profit before tax, quality and expense
management. In addition, individual awards may be increased or decreased based
upon individual achievement of set operational goals or at the discretion of
executive management and the Compensation Committee.
8
<PAGE>
Targets under the 1999 Annual Incentive Plan range from 7% to 100% of base
salary. Actual payouts can vary from 0% to 150% of target. These targets are
generally expected to produce total annual cash compensation for a specific
job at the median of the market place. Mr. Lutz's target is 100% of salary. He
is subject to the same overall performance measure of profit before tax as all
other participants. His individual performance measures are earnings per
share, return on invested capital, cash flow and profit before tax, all
measured on a worldwide basis. For fiscal 2000, the Compensation Committee
recommended, and the Board of Directors approved, awards of 50% of target for
eligible participants in our European business units who achieved their
performance goals. Neither Mr. Lutz, nor our North American or corporate
executives received awards in fiscal 2000.
Executive Employment Agreement
In connection with his joining Exide, Mr. Lutz entered into an employment
agreement with us. Under his employment agreement, he is paid a salary of at
least $900,000 per year and may receive a bonus of up to 150% of his salary as
determined by our board. In addition, Mr. Lutz received a stock option grant
covering 1.8 million shares of our common stock that vests equally over a
three-year period. The term of the agreement is through December 1, 2003 and
it may be terminated by Mr. Lutz at any time or by Exide for cause. Mr. Lutz
has agreed not to compete with us for one year after the termination of his
employment.
Severance Agreement
Effective June 2000 Exide entered into a separation agreement with James
Diasio, Exide's former Executive Vice President and Chief Financial Officer.
Under the agreement, Mr. Diasio agreed to provide limited consulting services
to Exide through June 2003 and to assist us in litigation when we deem it
necessary. Through June 2002, we agreed to pay him $300,000 annually, to
continue his and his dependents' medical and dental coverage, and to provide
him with the use of a company car.
Compensation Committee Report on Executive Compensation
Under SEC rules, this Compensation Committee report is not deemed to be
incorporated by reference by any general statement incorporating this proxy
statement by reference into any filings with the SEC.
Exide has recently engaged an outside global executive compensation
consulting firm to review all elements of compensation against its new
business strategy, current circumstances, external market conditions and
competitive standards. The review has been completed for all executives and
senior managers in North America and Europe. Planned revisions to our
compensation structure include adjustments to base salaries, annual and long-
term incentives. The primary objectives of the compensation plans are:
. to attract and retain an executive and senior management team capable of
improving Exide's short and long-term financial performance through
development and execution of a strategy that creates stockholder value;
. to reward key individuals for improvements in financial problem areas
including operational performance and profit generation; and
. to motivate long-term improvement in Exide's financial results.
Base Salaries
The base salaries of the Company's executive officers are reviewed annually
and evaluated with those of similarly situated manufacturing companies. Our
executives' salaries have generally been commensurate with those of other
executives in comparable positions in such companies.
9
<PAGE>
Annual Cash Incentives
In July 1999, our board of directors adopted a new annual cash incentive
plan, which applies to our Chief Executive Officer, his direct reports and
other senior managers in North America and Europe. The annual incentive plan's
immediate objectives are focused on providing a market competitive-based
instrument that effectively motivates key contributors towards quickly
improving overall corporate performance. The annual incentive plan is
primarily a formula-driven plan based on financial performance that includes
measures such as revenue, profits, expense management and improvements to
balance sheet management. The incentive compensation of executives and various
levels of senior managers are based on corporate, unit and individual
performance measures, as appropriate. Target incentive levels have been
established based on market competitive data, reporting relationships, and
functional responsibility in the organization and are designed to be
challenging yet attainable. For fiscal 2000, the Compensation Committee
recommended, and the Board of Directors approved, awards of 50% of target for
eligible participants in our European business units who achieved their
performance goals. Neither Mr. Lutz, nor our North American or corporate
executives received awards in fiscal 2000. See "--1999 Annual Incentive Plan."
Long-Term Incentives
Long-term incentives are primarily made through the use of stock options
granted under Exide's various stock plans. Grants have been made on the basis
of individual contribution and performance. The exercise price of previously
granted stock options has never been less than the fair market value of the
underlying stock at the time of grant. Option holders benefit from the grant
when the value of the underlying share rises above the exercise price and the
stock option is exercised. The gain equals the positive difference in value
between the exercise price and the fair market value of the share at the time
of exercise. Stock options are widely viewed as inducements to recipients to
increase stock price. The stock options granted are generally subject to
vesting requirements.
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 stockholder 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 stockholder value of the
Company.
Deductibility of Award Payments
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), sets a $1 million limit on deductions for the compensation of each
executive officer. Such provision permits certain performance-based
compensation to be excluded from this limit. However, the Compensation
Committee has concluded that committing the Company to comply with the
conditions for such exclusion in all cases 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
all awards granted under the Company's plans comply with such conditions.
Compensation Committee
Heinz C. Prechter, Chairman
Francois J. Castaing
Jody G. Miller
10
<PAGE>
Performance Graph
Under SEC rules, this performance graph is not deemed to be incorporated by
reference by any general statement incorporating this proxy statement by
reference into any filings with the SEC.
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 Federal-
Mogul Corporation and Standard Motor Products, Inc., which companies are
automobile parts manufacturers (the "Peer Group"), from March 31, 1995 through
March 31, 2000. The graph does not reflect the common stock of Echlin Inc.,
which had been included in the Peer Group in previous years, because Echlin
common stock is no longer publicly traded. The graph assumes that $100 was
invested on March 31, 1995 and that dividends were reinvested.
Comparison of Cumulative Total Return Among Company, S&P 500 Index and Peer
Group From March 31, 1995 to March 31, 2000
[Performance graph appears here]
<TABLE>
<CAPTION>
March 31,
-----------------------------------------------
1995 1996 1997 1998 1999 2000
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Exide Corporation.............. $100.00 $ 63.73 $ 44.80 $ 46.51 $ 30.70 $ 32.84
Peer Group..................... $100.00 $ 98.65 $121.22 $251.04 $210.31 $ 93.29
Standard & Poor's Composite
Index......................... $100.00 $132.11 $158.30 $234.27 $277.52 $327.32
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
Due to a clerical error made by professional investment advisors to Mr.
Castaing, one untimely Section 16 filing covering two transactions was made on
his behalf during fiscal 2000.
11
<PAGE>
II. RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors proposes that the stockholders ratify the
appointment by the Audit Committee of PricewaterhouseCoopers LLP to serve as
the Company's independent certified public accountants for the 2001 fiscal
year.
On July 10, 2000, Exide's Audit Committee recommended, and its Board
approved, the engagement of PricewaterhouseCoopers LLP ("PWC") as its
independent auditors for the fiscal year ending March 31, 2001 to replace the
firm of Arthur Andersen LLP ("AA") who were dismissed as auditors of Exide
effective the same day.
The reports of AA on Exide's consolidated financial statements for the
fiscal years ended March 31, 2000 and 1999 did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
In connection with its audits for the two most recent fiscal years and
through July 10, 2000, there have been no disagreements with AA on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of AA, would have caused AA to make reference to the subject
matter of the disagreements in connection with its report on the financial
statements for those years. During the two most recent fiscal years and
through July 10, 2000, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
During the two most recent fiscal years and through July 10, 2000, Exide
has not consulted PWC regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed; or the
type of audit opinion that might be rendered on Exide's financial statements,
and in no case was a written report provided to Exide nor was oral advice
provided that PWC concluded was an important factor considered by Exide in
reaching a decision as to an accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (as described in Regulation S-K Item 304(a)(1)(v)).
The Board of Directors anticipates that representatives of PWC 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 PricewaterhouseCoopers LLP as the Company's independent
certified public accountants for the 2001 fiscal year.
12
<PAGE>
STOCKHOLDER PROPOSALS AND OTHER INFORMATION
Management has no reason to believe that any other business will be
presented at the Annual Meeting, but if any other business is presented, votes
pursuant to the proxy will be cast thereon in accordance with the discretion
of the persons named in the accompanying proxy card.
Stockholder proposals to be presented at the 2001 Annual Meeting must be
received by the Company on or before March 13, 2001, for inclusion in the
proxy statement relating to that meeting. Proposals should be sent to the
attention of the Secretary of Exide. In addition, stockholders desiring to
introduce a director nomination or other item of business at our 2001 Annual
Meeting must deliver a written notice to the Secretary of Exide by May 30,
2001, and must otherwise comply with the requirements of Exide's by-laws.
WHERE CAN I GET MORE INFORMATION?
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms.
Reports, proxy statements and other information concerning Exide can also
be inspected and copied at the offices of the New York Stock Exchange at 20
Broad Street, New York, New York 10005.
Enclosed with this proxy statement is a copy of our Annual Report for the
2000 fiscal year. If you would like copies of any other recently filed
documents, please direct your request to our Director of Investor Relations,
Exide Corporation, 645 Penn Street, Reading, Pennsylvania 19601-4205, 1-610-
378-0500. Our website is http://www.exideworld.com.
13
<PAGE>
ANNEX A
Exide Corporation
AUDIT COMMITTEE CHARTER
I. Purpose
The primary purpose of the audit committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its statutory and fiduciary
oversight responsibilities by reviewing:
. The financial reports and other financial information provided by the
company to any governmental body or the public; the company's system of
internal controls regarding finance, accounting, legal compliance and
ethics; and the company's auditing, accounting and financial reporting
processes generally.
. The company's financial structure and condition; and the company's
financial strategy and policies.
II. Composition
The Committee shall be comprised of at least three directors, all of whom
have no relationship to the company that may interfere with the exercise of
their independence from management and the company. Each member of the
Committee shall be financially literate, as such qualification is interpreted
by the Board in its business judgment, or must become financially literate
within a reasonable period of time after appointment to the Committee. At
least one member of the Committee shall have accounting or related financial
management expertise, as the Board interprets such qualification in its
business judgment.
III. Meetings
The Committee shall meet at least four times annually, and call special
meetings as required. The Committee shall meet at least annually with
management, the Vice President of Internal Audit and the outside auditors
in separate executive sessions to discuss any matters that the Committee or
these persons believe should be discussed privately. In addition, the
Committee shall annually and, if necessary, quarterly, discuss with the
outside auditors the auditors' judgment about the quality of the company's
accounting principles as applied in its financial reporting.
IV. Audit Responsibilities
To fulfill its audit responsibilities, the Committee shall:
Documents/Reports Review
. Review and reassess the adequacy of the Committee charter at least
annually.
. Review the company's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered
by the outside auditors.
. Review with management and the outside auditors the Form 10-Q prior to
its filing or prior to the release of earnings.
. Review the regular internal reports to management prepared by the
Internal Audit department, management's response, and the Internal Audit
department charter.
Outside Auditors
. The outside auditors are ultimately accountable to the Board and the
Committee. The Board and the Committee have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
outside auditors (or to nominate the outside auditors to be proposed for
shareholder approval in any proxy statement).
A-1
<PAGE>
. Approve the outside auditors' scope, fees and other compensation.
. Ensure that the outside auditors submit on a periodic basis to the
Committee a formal written statement delineating all relationships
between the auditors and the company. Actively engage in a dialogue with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the outside auditors. Recommend that the
Board take appropriate action in response to the outside auditors'
independence.
. Periodically consult with the outside auditors out of the presence of
management about internal controls, the internal audit department and
the fullness and accuracy of the company's financial statements.
Financial Reporting Processes
. Review with the outside auditors the results of the annual audit, any
difficulties or disputes with management encountered during the audit,
and the opinion that the auditors propose to render in connection with
the company's financial statements.
. Review with management and the outside auditors the Form 10-Q prior to
its filing or prior to the release of earnings.
. In consultation with the outside and internal auditors, review the
integrity of the company's financial reporting processes.
. Inquire about the existence, substance and appropriateness of any
accounting issues, estimates and judgments made by management that had a
material impact on the financial statements.
. Review significant regulatory changes and accounting or reporting
developments to assess the appropriateness, as well as the
acceptability, of responses of management thereto and the impact on the
financial statements.
. Review any significant disagreements among management and the outside
auditors or the Internal Audit department.
Internal Audit Department
. Ensure direct and unrestricted access by the Vice President, Internal
Audit to the Committee and management.
. Review and appraise the activities, organizational structure, resources
and independence of the Internal Audit department. Concur in the
appointment, replacement, reassignment or dismissal of the Vice
President, Internal Audit.
. Periodically consult with the Vice President, Internal Audit to review
the company's internal controls and such other matters as the Committee
may deem appropriate.
Ethical and Legal Compliance
. Review periodically the Code of Ethics and Business Conduct and
management's actions to enforce the Code.
. Review, with the company's counsel, any legal matter that may have a
material impact on the company's financial statements, and legal
compliance matters including corporate securities trading policies.
A-2
<PAGE>
V. Finance Responsibilities
To fulfill its finance responsibilities, the Committee shall:
Documents/Reports Review
. Review reports by internal and external examiners, and management's
responses, on items within the scope of the finance responsibilities of
the Committee.
Financial Structure, Condition, Strategies and Policies
. Review and monitor the company's financial structure, condition and
strategies to ensure compatibility with the company's requirements for
growth and sound operation.
. Review the company's dividend policy.
. Review the company's financial risk management policies, including
hedges and derivatives.
. Review the company's capital budget.
. Review the company's policies related to debt ratio, coverage, cash flow
and credit rating.
. Monitor the company's relationship with its lenders and its compliance
with financing agreements, including debt covenants.
. Review the company's pension, retirement and employee stock purchase
programs. Monitor and receive periodic reports from any committee or
other fiduciaries appointed with respect to such programs.
. Consult with management on acquisitions, divestitures, capital
expenditure requests and other major financial transactions. Review
management recommendations on all forms of major financing, including
the issuance of securities, corporate borrowings and investments.
Other
. Conduct or authorize investigations with respect to matters having to do
with the company's business and affairs. The Committee may retain
independent counsel, auditors, or others to assist in such
investigations.
. Perform any other activities consistent with the Committee charter, the
company's certificate of incorporation and by-laws, and governing law,
as the Committee or the Board deems necessary or appropriate.
Adopted May 15, 2000
A-3
<PAGE>
--------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN
& DATE IT ABOVE
--------------------------------------------------------------------------------
EXIDE CORPORATION
PROXY
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 10, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Robert A. Lutz, Craig H.
Muhlhauser and John R. Van Zile, and each or any of them, proxies of the
undersigned, with full power of substitution, to vote all of the shares of Exide
Corporation, a Delaware corporation (the "Company") which the undersigned may be
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
at the Lincoln Plaza Hotel, 100 North Fifth Street, Reading, Pennsylvania 19601
on August 10, 2000 at 10:00 a.m. (local time) or at any adjournment or
postponement thereof, as shown on the voting side of this card.
See Reverse Side
(Continued and to be signed on the reverse side.)
--------------------------------------------------------------------------------
<PAGE>
--------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN
& DATE IT ABOVE
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
EXIDE CORPORATION
August 10, 2000
[X] Please mark your votes as in this example.
This proxy will be voted as specified. If a choice is not specified, this proxy
will be voted FOR the nominee directors and FOR Proposal 2.
1. Election of All Nominees for Director Listed Hereon.
Nominees: Robert A. Lutz
Francois J. Castaing
Lynne V. Cheney
John A. James
Jody G. Miller
Heinz C. Prechter
John E. Robson
WITHHELD
FOR AUTHORITY
all nominees to vote for
(except as indicated) all nominees
[ ] [ ]
For all nominees listed hereon, except vote withheld for the following
nominee(s):
-----------------------------------------
2. Ratify the appointment of PricewaterhouseCoopers LLP as the independent
accountants of the Company for the 2001 fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment or
postponement thereof.
------------------------- --------------------------- Dated: ________, 2000
(Signature) (Signature If Held Jointly)
NOTE: This Proxy Card should be dated, signed by the stockholder exactly as the
stockholder's name appears hereon and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate.
Please sign exactly as name(s) appear hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
