<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:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BORG-WARNER SECURITY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BORG-WARNER SECURITY CORPORATION
- --------------------------------------------------------------------------------
(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), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[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.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
BORG-WARNER SECURITY CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Chicago, Illinois
March , 1995
To the Stockholders:
The Annual Meeting of Stockholders of Borg-Warner Security Corporation will be
held on Tuesday, April 25, 1995, at 10:00 a.m. at the Company's headquarters
located at 200 South Michigan Avenue, Chicago, Illinois, for the following
purposes:
1.To elect the Class III Directors to serve for the next three years;
2.To ratify the designation of Deloitte & Touche LLP as independent
auditors for the Company for 1995; and
3.To consider a stockholder proposal to separate the offices of chairman
and chief executive.
4.To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Only holders of shares of Common Stock at the close of business on March 14,
1995 will be entitled to vote at the meeting or any adjournment or
postponement thereof.
Admission to the meeting will be by ticket only. If you are a stockholder
whose shares are held through an intermediary such as a bank or broker and you
plan to attend, please request a ticket by writing to the Office of the
Secretary, Borg-Warner Security Corporation, 200 South Michigan Avenue,
Chicago, Illinois 60604. Evidence of your ownership as of the record date for
the meeting, which you can obtain from your bank, broker or other
intermediary, must accompany your letter. Such evidence may include account
statements, letters or affidavits from your bank, broker or intermediary or
other reasonably appropriate evidence of ownership. If you are a stockholder
of record and plan to attend, please check the appropriate box on the proxy
card or request a ticket by writing to the Office of the Secretary and an
admission ticket will be mailed to you. Stockholders will be admitted if they
bring reasonably appropriate evidence of ownership with them on the day of the
meeting. Attendance by stockholders that are organizations will be limited to
one representative at the meeting.
By order of the Board of Directors
Edwin L. Lewis, III
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>
BORG-WARNER SECURITY CORPORATION
200 SOUTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60604
----------------
PROXY STATEMENT
----------------
March , 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Borg-Warner Security Corporation (the
"Company") to be used at the Annual Meeting of Stockholders of the Company to
be held at 10:00 a.m. on April 25, 1995 at the Company's headquarters, 200
South Michigan Avenue, Chicago, Illinois. This Proxy Statement and accompanying
form of proxy are being mailed to stockholders beginning on or about March ,
1995. The Company's Annual Report for the year ended December 31, 1994 is
enclosed.
Only stockholders of record at the close of business on March 14, 1995 will
be entitled to vote at the meeting. As of such date, there were 21,793,425
shares of Common Stock issued and outstanding. Each share of Common Stock
entitles the holder to one vote. Holders of the Company's Series I Non-Voting
Common Stock are not entitled to notice of, or to vote at, the Annual Meeting.
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 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 will determine whether a
quorum is present. Unless otherwise indicated herein, the election inspectors
will treat abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum but as unvoted for purposes of
determining the approval of any matter submitted to the stockholders for a
vote. 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.
1. ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes. Three
nominees (the "Class III directors") are to be elected at this meeting to serve
for a term of three years and until their successors are elected and qualified.
Three other directors (the "Class I directors") have terms expiring at the 1996
Annual Meeting of Stockholders and three other directors (the "Class II
directors") have terms expiring at the 1997
<PAGE>
Annual Meeting of Stockholders. Each of the nominees for election as a Class
III director is presently a director of the Company and 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. A
plurality of votes of shares of Common Stock present in person or by proxy at
the meeting is required to elect a director.
The following table sets forth as of March 14, 1995, with respect to each
nominee and each director continuing to serve, 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
CLASS III DIRECTORS AGE AND DIRECTORSHIPS
------------------- --- --------------------
<C> <C> <S>
J. Joe Adorjan 56 President of Emerson Electric Co., a
1993 manufacturer of electronic, electrical and
other products, since 1992. Mr. Adorjan was
Chairman and Chief Executive Officer of Esco
Electronics Corporation from 1990 to 1992 and
Vice Chairman of Emerson Electric Co. from 1988
to 1990. Mr. Adorjan is also a director of
Allendale Mutual Insurance Co., Emerson
Electric Co. and Esco Electronics Corporation.
James J. Burke, Jr. 43 Managing Partner and director of First Capital
1987 Partners, Inc. ("FCP"), an investment firm,
since July 1994 and director of Merrill Lynch
Capital Partners, Inc. ("MLCP"), an investment
firm, since 1988. Mr. Burke was Managing
Partner of MLCP from 1993 to 1994 and was
President and Chief Executive Officer of MLCP
from 1987 to 1993. Mr. Burke is also a director
of Amstar Corporation, Ann Taylor Stores
Corporation, Pathmark Stores, Inc., Supermarket
General Holding Corporation, United Artists
Theatre Circuit, Inc., Wherehouse
Entertainment, Inc. and World Color Press, Inc.
Albert J. Fitzgibbons, III 49 Partner and director of FCP since July 1994 and
1987 director of MLCP since 1988. Mr. Fitzgibbons
was a Partner of MLCP from 1993 to 1994 and was
Executive Vice President of MLCP from 1988 to
1993. Mr. Fitzgibbons is also a director of
Amstar Corporation, Borg-Warner Automotive,
Inc., Eckerd Corporation and United Artists
Theatre Circuit, Inc.
CLASS I DIRECTORS
-----------------
Donald C. Trauscht 61 Chairman of the Board (since December 1992),
1987 Chief Executive Officer and President (since
January 1992). Mr. Trauscht was Chief Operating
Officer and President from September 1991 to
January 1992; Chief Operating Officer and Vice
President from 1990 to 1991; Vice President--
Finance and Strategy from 1987 to 1990. Mr.
Trauscht is also a director of Baker Hughes
Incorporated, Blue Bird Corporation, Borg-
Warner Automotive, Inc., Esco Electronics
Corporation and Thiokol Corporation.
Robert A. McCabe 60 President of Pilot Capital Corporation, an
1993 investment firm, since 1987. Mr. McCabe is also
a director of Church & Dwight Co., Inc.,
Morrison-Knudsen Corporation, Thermo Electron
Corp. and Thermo Instrument Systems Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
CLASS I DIRECTORS AGE AND DIRECTORSHIPS
----------------- --- --------------------
<C> <C> <S>
Alexis P. Michas 37 Partner and director of FCP since July 1994 and
1987 director of MLCP since 1989. Mr. Michas was Senior
Vice President of MLCP from 1989 to 1993, a Managing
Director in the Investment Banking Division of
Merrill Lynch & Co., Inc. ("ML&Co.") from 1991 to
1994, and a Director in the Investment Banking
Division of ML&Co. from 1990 to 1991. Mr. Michas is
also a director of Amstar Corporation, Blue Bird
Corporation, Borg-Warner Automotive, Inc., Eckerd
Corporation, Pathmark Stores, Inc. and Supermarkets
General Holding Corporation.
CLASS II DIRECTORS
------------------
Neal F. Farrell 60 Executive Vice President since January 1992. Mr.
1992 Farrell was Vice President, Chief Financial Officer
and General Counsel from 1990 to January 1992 and
Vice President and General Counsel from 1987 to
1990. Mr. Farrell is also a director of Calumet
Steel Company.
Dale W. Lang 62 Chairman of Lang Communications, Inc., a magazine
1993 publishing company, since 1984.
H. Norman Schwarzkopf 60 Author and lecturer since 1991. Mr. Schwarzkopf was
1993 a general in the United States Army until his
retirement in 1991. He was Commander in Chief,
United States Central Command, and Commander of
Operations for Desert Shield and Desert Storm. Mr.
Schwarzkopf is also a director of Kuhlman Corp.,
Pentzer Corporation and Washington Water Power
Company.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held four meetings during 1994. Each director attended
at least 75% of the meetings of the Board of Directors and any committee on
which they served, except for J.J. Adorjan and H.N. Schwarzkopf.
The Board of Directors has an Executive Committee, a Compensation Committee,
a Finance and Audit Committee and a Nominating Committee. The present members
of the Executive Committee are D.C. Trauscht (Chairman), N.F. Farrell and A.P.
Michas. The Executive Committee is authorized to exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Company, except as limited by Delaware law. The Executive
Committee did not meet in 1994.
The present members of the Compensation Committee are R.A. McCabe (Chairman),
A.J. Fitzgibbons, III, A.P. Michas and H.N. Schwarzkopf. The responsibilities
of the Compensation Committee include reviewing and approving executive
appointments and remuneration and supervising the administration of the
Company's employee benefit plans. The Compensation Committee met three times
during 1994.
The present members of the Finance and Audit Committee are J.J. Adorjan
(Chairman), J.J. Burke, Jr., D.W. Lang and A.P. Michas. The responsibilities of
the Finance and Audit Committee include recommending to the Board of Directors
the independent certified public accountants to be selected to conduct the
annual audit of the books and accounts of the Company; reviewing the proposed
scope of such
3
<PAGE>
audit and approving the audit fees to be paid; and reviewing the adequacy and
effectiveness of the internal auditing, accounting and financial controls of
the Company with the independent certified public accountants and the Company's
financial and accounting staff. The Finance and Audit Committee met four times
during 1994.
The present members of the Nominating Committee are H.N. Schwarzkopf
(Chairman), J.J. Burke, Jr. and A.J. Fitzgibbons, III. The responsibilities of
the Nominating Committee include evaluating and recommending to the Board of
Directors prospective nominees for the Board of Directors. The Nominating
Committee will consider any person proposed by a stockholder for membership on
the Board of Directors. Proposals should be sent to the Nominating Committee,
in care of the Office of the Secretary. The Nominating Committee met once in
1994.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its subsidiaries or
affiliates of ML&Co. receive an annual retainer of $18,000 for service on the
Board of Directors and $1,000 for each Board meeting attended. Committee
members also receive $500 ($750, if chairman of the committee) for each
committee meeting attended.
In addition, under the present terms of the Borg-Warner Security Corporation
1993 Stock Incentive Plan, each director of the Company who is not otherwise an
employee of MLCP or of the Company or any of its subsidiaries received options
to purchase 10,000 shares of Common Stock having an exercise price per share
equal to the fair market value of the Common Stock on November 16, 1993. Any
such person who initially becomes a director after November 16, 1993 shall
automatically receive options to purchase 10,000 shares of Common Stock having
an exercise price equal to the fair market value of the Common Stock as of the
date such person becomes a director. All such options expire ten years after
the date of grant and become exercisable in equal installments on each of the
first five anniversary dates of the date of grant, if on such date the optionee
is still a director of the Company.
The Company has entered into a consulting agreement with Mr. Schwarzkopf
pursuant to which he has agreed to provide consulting and advisory services to
the Company and its subsidiaries with respect to the development of an overall
strategy for the operations of the Company and its subsidiaries and the
management, training, motivation and utilization of its physical security
personnel. The Company agreed to pay Mr. Schwarzkopf a consulting fee of $5,000
per month. The consulting agreement expires August 31, 1996 and may be
terminated by either party for any reason at any time after August 31, 1994.
4
<PAGE>
STOCK OWNERSHIP
The following table sets forth as of March 14, 1995 certain information
regarding beneficial ownership of Common Stock by all entities that, to the
best knowledge of the Company, beneficially owned more than five percent of the
Common Stock.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL NUMBER OF PERCENT OF
OWNER SHARES CLASS
------------------ ---------- ----------
<S> <C> <C>
Merrill Lynch KECALP L.P. 1986........................ 40,000 *
Merrill Lynch KECALP L.P. 1987........................ 200,000 *
Merchant Banking L.P. No. 1........................... 500,000 2.3%
ML Venture Partners II, L.P........................... 500,000 2.3%
Merrill Lynch Capital Appreciation Partnership No.
VIII, L.P............................................ 6,628,615 30.4%
ML Offshore LBO Partnership No. VIII.................. 168,524 *
ML Employees LBO Partnership No. I, L.P............... 164,779 *
ML IBK Positions, Inc................................. 1,998,082 9.2%
---------- ----
Total ML Entities................................. 10,200,000 46.8%
========== ====
Wellington Management Company(a)...................... 1,386,200 6.4%
</TABLE>
- --------
*Represents less than one percent.
(a) Pursuant to a Schedule 13G dated February 3, 1995, Wellington Management
Company indicated that it had shared voting power with respect to 566,000
shares and shared dispositive power with respect to 1,386,200 shares.
The address of each of the ML Entities is c/o Merrill Lynch & Co., Inc.,
World Financial Center, New York, New York 10281. The address of Wellington
Management Company is 75 State Street, Boston, Massachusetts 02109.
5
<PAGE>
The following table sets forth as of March 14, 1995 certain information
regarding beneficial ownership of Common Stock by the Company's directors and
executive officers named in the Summary Compensation Table and by all directors
and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES(A) CLASS
------------------------ --------- ----------
<S> <C> <C>
Donald C. Trauscht..................................... 187,947 *
Neal F. Farrell........................................ 125,089 *
John D. O'Brien........................................ 125,089 *
Timothy M. Wood........................................ 54,861 *
J. Joe Adorjan......................................... 3,500 *
James J. Burke, Jr. (b)................................ 0 *
Albert J. Fitzgibbons, III (b)......................... 0 *
Dale W. Lang........................................... 2,500 *
Robert A. McCabe....................................... 4,500 *
Alexis P. Michas (b)................................... 0 *
H. Norman Schwarzkopf.................................. 2,000 *
All directors and executive officers of the Company (12
persons) (b).......................................... 508,986 2.3%
</TABLE>
- --------
* Represents less than one percent.
(a) Includes the following number of shares issuable upon the exercise of
options within the next 60 days: 87,947 for Mr. Trauscht; 62,589 for Mr.
Farrell; 62,589 for Mr. O'Brien; 24,861 for Mr. Wood; 2,500 for each of
Messrs. Adorjan, Lang and McCabe; 2,000 for Mr. Schwarzkopf; and 250,986
for all directors and officers of the Company.
(b) Messrs. Burke, Fitzgibbons and Michas are directors of MLCP, which manages
Merrill Lynch Capital Appreciation Partnership No. VIII, L.P. and ML
Offshore LBO Partnership No. VIII. Such persons may be deemed to
beneficially own the 6,797,139 shares of Common Stock held by such
partnerships. MLCP is part of a group that beneficially owns 10,200,000
shares of Common Stock. Beneficial ownership of such shares by such
individuals is expressly disclaimed.
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. Based on information provided to the Company by each director and
executive officer, the Company believes all reports required to be filed in
1994 were timely filed.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, for the years ending December 31, 1992, 1993 and
1994, the cash compensation paid by the Company and its subsidiaries, as well
as certain other compensation paid or accrued for those years, to the Company's
Chief Executive Officer and the other persons who were serving as executive
officers at December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION(A) AWARDS
----------------- ------------
SECURITIES
NAME AND PRINCIPAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(B)
------------------ ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Donald C. Trauscht...... 1994 $650,000 $ 0 100,000 $110,414
Chairman of the Board 1993 650,000 359,375 0 156,882
Chief Executive Officer 1992 650,000 300,000 0 153,698
and President
Neal F. Farrell......... 1994 400,000 0 40,000 68,066
Executive Vice 1993 400,000 236,719 0 96,492
President 1992 400,000 210,000 0 97,598
John D. O'Brien......... 1994 325,000 0 30,000 50,963
Senior Vice President 1993 325,000 179,297 0 71,077
1992 325,000 160,000 0 72,122
Timothy M. Wood......... 1994 275,000 0 30,000 35,359
Vice President, Finance 1993 275,000 154,297 0 50,290
1992 275,000 135,000 0 50,525
</TABLE>
- --------
(a) Excludes certain non-cash benefits that are deemed compensation for federal
income tax purposes. These non-cash benefits are provided by the Company to
its executive officers and include group term life insurance, automobiles,
use of corporate aircraft and executive financial counseling. The net cost
to the Company of such benefits during the years presented did not exceed
the lesser of $50,000 or 10 percent of the total of annual salary and bonus
for each named executive officer.
(b) Represents amounts contributed by the Company on behalf of the named
executive officers during the years presented pursuant to the provisions of
the Borg-Warner Retirement Savings Plan (the "RSP") and credits made
pursuant to the Borg-Warner Retirement Savings Excess Plan (the "RSP Excess
Plan"). In 1994 amounts contributed pursuant to the RSP were: $21,417 for
Mr. Trauscht; $20,399 for Mr. Farrell; $15,281 for Mr. O'Brien; and $16,470
for Mr. Wood. In 1994 amounts credited pursuant to the RSP Excess Plan
were: $88,997 for Mr. Trauscht; $47,667 for Mr. Farrell; $35,682 for Mr.
O'Brien; and $18,889 for Mr. Wood.
7
<PAGE>
STOCK OPTIONS
The following table sets forth information with respect to the named
executive officers concerning the grant of stock options during 1994.
INDIVIDUAL GRANTS (A)
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK
PERCENT OF PRICE
TOTAL OPTIONS APPRECIATION FOR
NUMBER OF GRANTED TO EXERCISE OPTION TERM(B)
SECURITIES UNDERLYING EMPLOYEES PRICE EXPIRATION -------------------
NAME OPTIONS GRANTED(#) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- --------------------- -------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Donald C. Trauscht...... 100,000 18.2 15.9375 4/26/04 1,004,063 2,534,063
Neal F. Farrell......... 40,000 7.3 15.9375 4/26/04 401,625 1,013,625
John D. O'Brien......... 30,000 5.5 15.9375 4/26/04 301,219 760,219
Timothy M. Wood......... 30,000 5.5 15.9375 4/26/04 301,219 760,219
</TABLE>
- --------
(a) Options granted under the 1993 Stock Incentive Plan. All options were
granted at the fair market value of a share of Common Stock on the date of
grant. Options become exercisable in equal installments on the second and
third anniversaries of the grant date. In the event of a change in control,
all options become fully exercisable.
(b) The dollar amounts indicated in these columns result from calculations
assuming 5% and 10% growth rates as required by the rules of the Securities
and Exchange Commission and are not intended to forecast possible future
appreciation, if any, of the Company's stock price. The actual future value
of the options will depend on the market value of the Common Stock. The
Company did not use an alternative formula for a grant date valuation as it
is not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.
The following table sets forth information with respect to unexercised
options held by the named executive officers at the end of 1994. No such
executive officer exercised any options during 1994.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS AT VALUE OF UNEXERCISED IN-THE-
YEAR END MONEY OPTIONS AT YEAR END(B)
---------------------------------- -------------------------------
NAME EXERCISABLE(#) UNEXERCISABLE(A)(#) EXERCISABLE($) UNEXERCISABLE($)
---- -------------- ------------------- -------------- ----------------
<S> <C> <C> <C> <C>
Donald C. Trauscht...... 85,307 105,360 405,208 25,460
Neal F. Farrell......... 60,815 43,601 288,871 17,105
John D. O'Brien......... 60,815 33,601 288,871 17,105
Timothy M. Wood......... 23,756 32,244 112,841 10,659
</TABLE>
- --------
(a) Represents shares that could not be acquired by the named executive as of
December 31, 1994, and that become exercisable upon the satisfaction of
certain periods of employment.
(b) Represents the difference between the exercise price and the share price of
Common Stock at December 31, 1994. An option is in-the-money if the share
price of Common Stock exceeds the exercise price.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Messrs. Trauscht, Farrell, O'Brien
and Wood (the "Employment Agreements"). The Employment Agreements provide,
among other things, for lump sum payments to be made to the executive if there
is a termination of employment by the executive for "good
8
<PAGE>
reason" (which includes, among other things, termination of employment within a
30 day period following the first anniversary of a "change of control") or by
the Company other than for death, "disability," "retirement" or "cause" (as
such terms are defined in the Employment Agreements). Among other benefits, the
Employment Agreements provide for a lump sum payment in an amount equal to up
to two times the sum of (i) the executive's annual salary at the time of
termination, and (ii) the amount of his most recent annual bonus award, if any.
The Employment Agreements do not specify any fixed date at which such
agreements expire. Each of the executives have agreed not to compete with the
Company and not to disclose confidential information pertaining to the Company
for a period of three years after termination of employment.
The Employment Agreements also provide that the Company shall provide a
terminated executive with life, medical, dental, health, accident and
disability insurance coverage substantially similar to the coverage prior to
termination for up to two years after termination (reduced by any comparable
benefit received from another employer during this period) and to pay the
executive up to two times the value of the annual Company contributions that
would have been made to the RSP and the amounts that would have been credited
to the RSP Excess Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, the Compensation Committee of the Board of Directors included
Messrs. Fitzgibbons and Michas, each of whom was formerly an officer of the
Company and is currently a director of MLCP, which is part of a group that
beneficially owns approximately 47% of the outstanding Common Stock. Affiliates
of such group have provided investment banking services to the Company from
time to time since the acquisition by the Company of its predecessor in 1987,
for which the Company has paid fees. During 1994, such affiliates did not
receive any investment banking fees from the Company. Such affiliates may
provide investment banking and other services to the Company in the future if
retained by the Company or its Board of Directors. Pursuant to a Registration
Rights Agreement entered into by certain current stockholders with the Company
in 1987 and a Registration Rights Agreement entered into by certain current
stockholders with BW-Automotive in connection with the Spin-Off, Merrill Lynch,
Pierce, Fenner & Smith has the right to act as the underwriter with respect to
public offerings requested pursuant to such agreements.
----------------
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings by reference, including this Proxy Statement, in whole or in part, the
following Compensation Committee Report on Executive Compensation and
Performance Graph shall not be incorporated by reference into any such filings.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed of directors
who are not employees of the Company. The committee is responsible for setting
and administering the policies that govern base salary, annual bonus and stock
ownership programs for the executive officers of the Company.
Overall Policy
The Company's executive compensation program is designed to link executive
compensation to corporate performance and returns to stockholders. To this end,
the Company has developed an overall compensation
9
<PAGE>
strategy and specific compensation plans that tie executive compensation to the
Company's success in meeting specified performance goals.
The following compensation policies are intended to facilitate the
achievement of the Company's business strategies:
. Emphasize variable, at-risk compensation that is based on meeting
specified Company performance goals.
. Encourage a personal equity ownership to align executives' interests with
those of its stockholders.
. Enhance the Company's ability to attract, retain, and encourage the
development of exceptionally knowledgeable and experienced executives.
. Target compensation levels at rates that reflect market practices to
maintain a stable, successful management team.
The key elements of the Company's executive compensation program consist of
base salary, annual bonus and stock incentives. The committee reviews the
Company's executive compensation program annually. The review includes a
comparison of total compensation (including base salary, annual and long-term
incentives) to competitive market data obtained from two nationally recognized
compensation surveys. The survey group includes companies of similar size and
complexity from both the service sector and general industry. The survey group
includes some of the companies in the Dow Jones Industrial & Commercial
Services Index.
The committee determines the compensation of the Company's executive
officers, reviews the policies established for the next level of key management
(approximately 65), and evaluates and recommends all compensation plans that
use stock as an award vehicle. This process is designed to ensure congruity
throughout the management compensation program. In reviewing the individual
performance of the executives whose compensation is detailed in this proxy
statement (other than Mr. Trauscht), the committee takes into account the views
of Mr. Trauscht.
Base Salary
The committee targets base salaries to be at or slightly above competitive
median levels provided to executives with similar responsibilities at
comparable companies. However, base salary levels for Mr. Trauscht and the
named executive officers are governed by individual employment agreements
entered into in connection with the 1987 leveraged acquisition of the Company.
Initial salary levels and subsequent adjustments were determined by a committee
that consisted solely of individuals that were affiliated with Merrill Lynch &
Co., which through various affiliates currently controls approximately 47
percent of the voting power of the Company.
Mr. Trauscht's base salary approximates the 60th percentile of base pay
levels provided to chief executive officers of comparable companies as reported
in published executive compensation survey reports. The committee determined
that the base salaries of Mr. Trauscht and the named executive officers were
generally consistent with the Company's strategy and did not recommend base
salary increases. The persons named in the Summary Compensation Table were the
only executive officers of the Company at year end.
Annual Bonus
The Company's executive officers are eligible for an annual cash bonus.
Eligible executives are assigned threshold, target and maximum bonus levels
expressed as a percentage of the base salary. The assigned
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percentages are based on the Company's past practice and bonus opportunities at
comparable companies. For 1994, Mr. Trauscht's bonus opportunity approximated
50% of base salary at the target level and 75% of the maximum level.
The committee establishes performance objectives based on the Company's
earnings per share. If the threshold level of earnings is not met, no bonus is
paid. In 1994, the Company did not meet the threshold level of performance and
no executive officer received a bonus.
Although annual bonuses depend primarily on the achievement of established
performance objectives, the committee may adjust bonus awards based on other
financial or non-financial actions that the committee believes will benefit
long-term stockholder value.
Stock Incentive Plan
The Company uses stock incentives to align the executives' interests with
those of the stockholders and motivate the executives to continue the long-term
focus required for the Company's future success. The Company's long-term
performance ultimately determines compensation from stock options, since stock
option value is entirely dependent on long-term appreciation of the Company's
stock price. Individual executive stock awards are based on level of position,
individual contribution, current base salary and annual bonus opportunity and
size and timing of previous stock awards. The committee also reviews an
analysis of median competitive data provided in published executive
compensation survey reports.
During 1994, the committee awarded options to each of the Company's executive
officers, including an option award of 100,000 shares to Mr. Trauscht. This
award was the first option award to executive officers since 1988 and is
consistent with the committee's objective to align the executive's interest
with that of the stockholders.
Robert A. McCabe, Chairman
Albert J. Fitzgibbons, III
Alexis P. Michas
H. Norman Schwarzkopf
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PERFORMANCE GRAPH
The graph below compares the percentage change in cumulative total
stockholder return on the Company's Common Stock with (i) the cumulative total
return of the Standard and Poor's MidCap 400 and (ii) the Dow Jones Industrial
& Commercial Services Index. The total return for each of the components
assumes that $100 was invested on January 20, 1993, the date that the Company's
Common Stock started trading on the New York Stock Exchange, and the
reinvestment of dividends as they were paid. The S&P MidCap 400 tracks the
aggregate price performance of equity securities of 400 companies selected in
the market capitalization range of $300 million to $4 billion. The DJ Index
tracks the price performance of equity securities of companies that provide
services to other commercial enterprises.
LOGO
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------------------
1/20/93 6/30/93 12/31/93 6/30/94 12/31/94
------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Borg Warner Sec Corp............... 100 103 103 56 49
S & P MIDCAP 400................... 100 106 114 106 110
D J IND & COMM SRVC-GENL........... 100 99 104 98 101
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INDEBTEDNESS
Certain members of management incurred indebtedness to the Company in 1987 in
respect of money borrowed to purchase shares of Common Stock. The indebtedness
is evidenced by recourse notes bearing interest at the federal statutory rate
in effect for the month in which such recourse borrowing occurred (generally
6.22%), and secured by a pledge of the Common Stock purchased by such person.
The notes must
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<PAGE>
be repaid from the net proceeds of any sale of such shares by such person and
all principal of, and accrued and unpaid interest on, the notes is due and
payable ten years after date of issuance. Of such indebtedness, approximately
$1 million was outstanding at December 31, 1994. The indebtedness of the
executive officers of the Company whose above described indebtedness exceeded
$60,000 during 1994, is as follows (excluding interest, which is payable in
cash annually):
<TABLE>
<CAPTION>
MAXIMUM
INDEBTEDNESS
INCURRED
------------
<S> <C>
Neal F. Farrell............................................... $199,800
John D. O'Brien............................................... 187,313
Donald C. Trauscht............................................ 500,000
Timothy M. Wood............................................... 89,910
</TABLE>
AGREEMENTS WITH BW-AUTOMOTIVE
As part of the recapitalization of the Company that included the Company's
initial public offering, the Company distributed all of the outstanding common
stock of Borg-Warner Automotive, Inc. ("BW-Automotive") to the Company's
stockholders of record as of January 22, 1993 (the "Spin-Off"). The group that
currently controls approximately 47% of the voting power of the Company is also
the controlling stockholder of BW-Automotive. In connection with the Spin-Off,
the Company and BW-Automotive entered into a Distribution and Indemnity
Agreement, a Service Agreement, a Tax Sharing Agreement, a Benefits Agreement
and a Trademark and Trade Name License Agreement. The terms of such agreements,
as well as the Spin-Off itself, were approved by the Board of Directors of the
Company.
The Distribution and Indemnity Agreement provides for, among other things,
the principal corporate transactions required to effect the Spin-Off and
certain other agreements governing the relationship between the Company and BW-
Automotive with respect to or in consequence of the Spin-Off. Subject to
certain exceptions, such agreement provides for certain cross-indemnities
designed principally to place financial responsibility for the liabilities of
BW-Automotive and its subsidiaries with BW-Automotive and financial
responsibility for the liabilities of the Company and its other subsidiaries
with the Company.
The Service Agreement provides that BW-Automotive will sublease from the
Company office space at the Company's corporate headquarters in Chicago until
May 31, 1999 (or, if earlier, the expiration or termination of the Company's
current lease), with the amounts payable under such sublease to be equal to 50%
of the rent and common overhead expenses payable by the Company related to its
lease of the premises. In 1994, such amounts paid by the Company aggregated
approximately $2 million.
During 1994, the Company performed services relating to human resources,
employee benefit plans, risk management and corporate communications for BW-
Automotive and was paid 50% of the Company's costs and expenses incurred in
maintaining the staff required to perform such services. For a 5-year period
ending August 31, 1998, the Company has agreed to perform for BW-Automotive
such services relating to government affairs and relations with the
legislative, regulatory and executive branches of the federal government as BW-
Automotive may request. For such services, BW-Automotive will pay the Company
40% of the Company's costs and expenses incurred in maintaining the staff
required to perform such services. The agreement may be terminated by either
party at any time on or after September 1, 1995.
BW-Automotive was included in the consolidated federal income tax returns of
the Company through December 31, 1992. The Tax Sharing Agreement provides that
BW-Automotive must pay to the Company
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the amount of any U.S. federal income tax benefit realized with respect to any
U.S. federal income tax losses from periods before 1993. The Tax Sharing
Agreement provides that any loss, deduction or credit of BW-Automotive arising
after 1992 that is available as a carryback to periods before 1993 may only be
carried back with the Company's consent and will be for BW-Automotive's
benefit.
The Tax Sharing Agreement provides that all tax returns, other than the
Company's 1992 consolidated federal income tax returns, are to be filed by the
company which filed the corresponding return for the most recent tax period.
Each of the Company and BW-Automotive shall pay the other party the amounts of
taxes attributable to its income in a return filed by the other party, other
than the Company's 1992 consolidated federal income tax return. In addition,
the Company shall pay BW-Automotive the portion of BW-Automotive's 1993
consolidated federal income tax liability (and BW-Automotive shall pay the
Company the amount of BW-Automotive's 1993 consolidated federal net operating
loss) attributable to the 1993 pre-Spin-Off period.
Since BW-Automotive's liability for deferred taxes caused by temporary
differences was less than the amount of the deferred tax liability recorded on
the balance sheet on the date of the Spin-Off, BW-Automotive paid the Company
the difference. Since the alternative minimum tax carryover allocated to BW-
Automotive was less than the amount recorded on such balance sheet, the Company
paid BW-Automotive the difference.
Generally, the Tax Sharing Agreement provides that if any audit adjustment
results in a Tax Benefit (as defined in the Tax Sharing Agreement) to BW-
Automotive, BW-Automotive must pay to the Company the amount of such Tax
Benefit and if any audit adjustment results in a Tax Detriment (as defined in
the Tax Sharing Agreement) to BW-Automotive, the Company must pay to BW-
Automotive the amount of such Tax Detriment.
BW-Automotive has agreed to indemnify the Company (but not its stockholders)
against any liability resulting from any transaction after the date of the
Spin-Off involving the stock or assets, or any combination thereof, of BW-
Automotive or any of its subsidiaries which causes the Spin-Off to fail to
qualify as tax-free under Code Section 355.
BW-Automotive has agreed that for a three-year period following the date of
the Spin-Off, it will not (a) cease to be engaged in the active conduct of a
trade or business within the meaning of the Code, (b) except in certain limited
circumstances, redeem shares of BW-Automotive stock, or (c) liquidate or merge
with another corporation, unless an opinion is obtained from counsel to BW-
Automotive to the effect that such transaction would not adversely affect the
federal income tax consequences of the Spin-Off to the Company, BW-Automotive
or the Company's stockholders.
The Benefits Agreement provides for, among other things, the allocation of
assets and liabilities and other matters relating to their employee benefit
arrangements following the Spin-Off. Subject to certain exceptions, such
agreement provides for certain cross-indemnities designed principally to place
financial responsibility for liabilities arising under the employee benefit
plans of BW-Automotive with BW-Automotive with respect to BW-Automotive
employees and financial responsibility for liabilities arising under employee
benefit plans of the Company with the Company with respect to Company
employees.
During 1994 the Company assigned to BW-Automotive certain trademarks and
trade names used in BW-Automotive's business that were previously licensed to
BW-Automotive. In consideration for such assignment and the assignment of a
third party license agreement relating to the use of such marks in the
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<PAGE>
automotive business, BW-Automotive paid $10 million to the Company. BW-
Automotive also agreed to pay an additional $7.5 million upon the occurrence of
certain events, including a change in control of BW-Automotive.
EMERSON ENVIRONMENTAL MATTERS
Morse Industrial. In 1982, Emerson Electric Co. ("Emerson"), the President of
which is Mr. Adorjan, a director of the Company, purchased substantially all of
the assets of the Morse Industrial North America operations of the Company's
predecessor ("Old Borg-Warner"), including facilities in Ithaca, New York,
Denver, Colorado and Aurora, Illinois. Subsequent to the sale, groundwater
contamination was discovered on the Ithaca site.
In 1988, Emerson agreed with the New York Department of Environmental
Conservation to investigate, perform a feasibility study and design and
implement a remedial program for the Ithaca site (the "Ithaca Remediation"). In
1990, to settle lawsuits filed by Emerson against Old Borg-Warner and the
Company, Emerson and the Company agreed that with respect to the Ithaca
Remediation (1) the Company will pay the first $11 million of all costs and
expenses, (2) Emerson will pay the next $5.5 million of costs and expenses, and
(3) the Company and Emerson shall share equally in the payment of any remaining
costs and expenses. The Company provided a letter of credit in the amount of
$11 million to secure its obligations for the Ithaca Remediation. A remedial
investigation is currently ongoing at the Ithaca site. During 1994, the Company
paid approximately $190,000 in connection with the Ithaca Remediation.
Concerning the Denver and Aurora sites, the Company and Emerson agreed to
share equally in any and all costs and expenses incurred in response to all
environmental problems arising out of hazardous substances on or emanating from
those sites. Remediation of soil and groundwater contamination is currently
ongoing at these two sites. During 1994, the Company paid approximately $61,000
in connection with such sites.
The Company also agreed to indemnify Emerson for toxic tort liabilities
attributable to (1) Old Borg-Warner's use and operation of the manufacturing
facility on the Ithaca site, (2) the release of trichloroethylene from or in
the vicinity of the Ithaca site and (3) the release of polychlorinated
biphenyls on, from or in the vicinity of the scrap conveyer loading area on the
Ithaca site and liabilities under Superfund or otherwise with respect to
hazardous wastes generated or used during Old Borg-Warner's ownership or use of
the Ithaca, Denver and Aurora sites and transported from those sites to off-
site disposal sites.
Emerson agreed to indemnify Old Borg-Warner and the Company for (1) toxic
tort liabilities attributable to Emerson's use and operation of the
manufacturing facility on the Ithaca site and (2) liabilities under Superfund
or otherwise with respect to hazardous wastes transported by Emerson after
December 31, 1982 from the Ithaca, Denver or Aurora sites to off-site disposal
sites, provided that such hazardous wastes were not the result of any release
that occurred during Old Borg-Warner's ownership of the Ithaca, Denver and
Aurora sites.
Santa Ana. In 1973, Emerson purchased Old Borg-Warner's facility in Santa
Ana, California. In 1989, Emerson sold the facility to an unrelated third
party. At the time of the 1989 sale, Emerson discovered soil and groundwater
contamination in and around the facility. Emerson and the United States and
California environmental agencies are determining the appropriate remedial
procedure at the site.
The Company and Emerson agree that both companies contributed to the
contamination at the site. The companies are currently negotiating an
understanding with respect to their respective share of any
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<PAGE>
liability for remediation of the site. The Company expects that it will
conclude negotiations with Emerson during 1995 and that the Company will pay a
portion of the costs that Emerson has expended to date and a portion of the
future costs associated with the remediation. The Company cannot estimate at
this time the ultimate cost of the remediation because of uncertainties
regarding the level of remediation and choice of technologies to be used, the
Company's share of liability for such remediation and the time period over
which remediation may occur.
2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors proposes that the stockholders approve the selection
by the Finance and Audit Committee of Deloitte & Touche LLP to serve as the
Company's independent auditors for the 1995 fiscal year. The Board of Directors
anticipates that representatives of Deloitte & Touche 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 APPOINTMENT OF DELOITTE &
TOUCHE LLP AS THE INDEPENDENT AUDITORS. YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.
STOCKHOLDER PROPOSAL
The Company has been informed that a stockholder intends to present the
following resolution for consideration at the meeting:
RESOLVED: That the Chairman of the Board of Directors must be an
independent director who does not also hold the position of Chief Executive
Officer.
The Company notes that the proponent of such resolution is the International
Brotherhood of Teamsters, which has won elections to represent employees of the
Company's Pony Express Courier unit in certain locations. The union has
indicated that it owns 100 shares of Common Stock.
The Board of Directors of the Company believes that the proposal is not in
the best interests of the Company or its stockholders. Under the present
structure, the Company benefits from having one person serve as chairman and
chief executive because the Board is able to interact directly with the person
among them most attuned to the Company's day-to-day issues and management's
vision for the Company's future. The chief executive oversees all areas of the
Company, and his or her participation on the board is useful to both the other
directors and the chief executive.
The Board believes that its independence is not compromised by having a
single person serve as chairman and chief executive. The functions of the board
are carried out at the full board and board committee level. Each of the
directors is a full and equal participant in the major strategic and policy
decisions of the Company. A principal role of the chairman is to propose the
general agenda for board meetings from among the many issues facing the Company
on a day-to-day basis. The agenda provides a framework for discussion, but does
not limit consideration of other matters by the Board.
Stockholders should be aware that the Compensation Committee of the Board
consists of four directors who are not employees of the Company, including two
persons who are affiliated with the Company's largest stockholder. The
Compensation Committee, as detailed in its report appearing elsewhere in this
proxy statement, reviews and evaluates the performance of all executive
officers of the Company, including the chief executive.
16
<PAGE>
The Board believes that while under certain circumstances it may be
appropriate for separate individuals to serve as chairman and chief executive,
it would be detrimental to the Company to impose the rigid requirement of an
independent chairman at all times irrespective of the Company's particular
circumstances. The Board believes that the Company has benefitted from the full
attention, consistent direction and decisiveness of a single individual serving
as both chairman and chief executive officer, subject to oversight by the
Company's board as a whole. The strict mandate of the proposal would eliminate
the organizational flexibility necessary to respond to changes in the Company's
circumstances, an ability the Board believes is necessary to meet the many
challenges ahead.
If presented at the meeting, the proposal must receive affirmative votes from
a majority of the votes cast by stockholders entitled to vote thereon. The
Company will count abstentions as part of the total number of votes cast and
will count broker non-votes as not voting for purposes of determining the
number of votes cast with respect to the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE PROPOSAL TO SEPARATE THE
OFFICES OF CHAIRMAN AND CHIEF EXECUTIVE. YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.
OTHER INFORMATION
Stockholder proposals to be presented at the 1996 Annual Meeting must be
received by the Company on or before November 22, 1995 for inclusion in the
proxy statement relating to that meeting. Proposals should be sent to the
attention of the Corporate Secretary. In addition, the Company's Bylaws 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 year ended December 31, 1994, as filed with the Securities
and Exchange Commission. Requests for copies of such report should be directed
to the Corporate Secretary, 200 South Michigan Avenue, Chicago, Illinois 60604.
Borg-Warner Security Corporation
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<PAGE>
BORG-WARNER SECURITY CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS APRIL 25, 1995
The Annual Meeting of Stockholders of Borg-Warner Security Corporation will be
held on Tuesday, April 25, 1995 at 10:00 a.m. at the Company's headquarters
located at 200 South Michigan Avenue, Chicago, Illinois, for the purposes
described on the reverse side.
Only stockholders at the close of business on March 14, 1995 will be entitled
to vote at the meeting or any adjournment or postponement thereof.
The Proxy is Solicited on Behalf of the Board of Directors. The undersigned
hereby appoints Neal F. Farrell, Donald C. Trauscht and Edwin L. Lewis III as
Proxies, each with the power to appoint his substitute, to represent and to
vote, as designated on the reverse side, all the shares of Common Stock of
Borg-Warner Security Corporation held of record by the undersigned on March 14,
1995 at the annual meeting of stockholders to be held on April 25, 1995 or any
adjournment thereof.
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.
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES WITHHOLD AUTHORITY (to EXCEPTIONS* (as indicated
LISTED BELOW vote for all nominees below) to the contrary below)
[_] [_] [_]
Class III Directors to serve for the next three years: J. Joe Adorjan, James J.
Burke, Jr., Albert J. Fitzgibbons, III
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the
"Exceptions" box and write that nominee's name on space provided below.)
"Exceptions__________________________________________________________
2. To ratify the appointment of Deloitte & Touche LLP as independent auditors
for the Company for 1995.
FOR [_] AGAINST [_] ABSTAIN [_]
3. Stockholder proposal to separate the offices of chairman and chief executive.
FOR [_] AGAINST [_] ABSTAIN [_]
4. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
This proxy when duly executed will be voted in the manner directed herein. If no
direction is made, this proxy will be voted for Proposals 1 and 2 and against
Proposal 3.
PROXY DEPARTMENT Address Change Admission Ticket
NEW YORK, N.Y. and/or Comments to the Annual Meeting
10209-017 Mark Here [_] Mark Here [_]
Please sign exactly as your 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 an authorized officer. If a
partnership, please sign in partnership name by authorized
person.
Dated: _______________________________________
______________________________________________
Signature
______________________________________________
Signature, if held jointly
Votes must be indicated (X) in Black or Blue ink. [X]
