LANDAUER, INC.
2 SCIENCE ROAD, GLENWOOD, ILLINOIS 60425-1586
TELEPHONE (708) 755-7000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the annual meeting of the stockholders of
Landauer, Inc., a Delaware corporation, will be held at the DuPage Club,
1901 Meyers Road, Oakbrook Terrace, Illinois, at 4:00 p.m., local time, on
Wednesday, February 3, 1999 for the following purposes:
1. To elect three directors to hold office for a term of three years
each.
2. To vote on the proposal to approve the selection of Arthur Andersen
LLP as the auditors of the Company for the fiscal year ending
September 30, 1999.
3. To approve an amendment and restatement of the Landauer, Inc. 1996
Equity Plan to increase the number of shares issuable thereunder
from 210,000 shares to 410,000 shares.
4. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on December 10,
1998 are entitled to notice of and to vote at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. THEREFORE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE YOUR
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND VOTE IN PERSON,
YOUR PROXY WILL NOT BE USED.
JAMES M. O'CONNELL
Vice President, Treasurer, Secretary
and Chief Financial Officer
December 31, 1998
PROXY STATEMENT
APPROXIMATE DATE OF MAILING: DECEMBER 31, 1998
INFORMATION CONCERNING THE PROXY SOLICITATION
The enclosed proxy is solicited by and on behalf of the Board of
Directors of Landauer, Inc. (the "Company") for use at the annual meeting
of stockholders of the Company to be held on Wednesday, February 3, 1999 at
4:00 p.m., local time, at the DuPage Club, 1901 South Meyers Road, Oakbrook
Terrace, Illinois, or any adjournments or postponements thereof. It is
subject to revocation at any time prior to the exercise thereof by giving
written notice to the Secretary of the Company, by submission of a later
dated proxy or by voting in person at the meeting. The costs of
solicitation, including the preparation, assembly and mailing of proxy
statements, notices and proxies, will be paid by the Company. Such
solicitation will be made by mail and, in addition, may be made by the
officers and employees of the Company personally or by telephone or
telegram. Forms of proxies and proxy material may also be distributed, at
the expense of the Company, through brokers, custodians and other similar
parties to the beneficial owners of the Common Stock. The Company has
retained American Stock Transfer Company, 40 Wall Street, New York, New
York.
On December 10, 1998, the Company had outstanding 8,609,299 shares of
Common Stock, $.10 par value, which is its only class of voting stock, held
of record by approximately 600 holders. Only stockholders of record at the
close of business on December 10, 1998 will be entitled to receive notice
of and to vote at the meeting. With respect to all matters which will come
before the meeting, each stockholder may cast one vote for each share
registered in his name on the record date. A stockholder may, with regard
to the election of directors (i) vote for the election of all named
director nominees, (ii) withhold authority to vote for all named director
nominees or (iii) vote for the election of all named director nominees
other than any nominee with respect to whom the stockholder withholds
authority to vote by so indicating in the appropriate space on the proxy.
A stockholder may, with respect to the proposal to approve the selection of
Arthur Andersen LLP as auditors or the proposal to approve the amendment
and restatement of the 1996 Equity Plan (i) vote FOR such proposal, (ii)
vote AGAINST such proposal or (iii) ABSTAIN from voting on such proposal.
The shares represented by every proxy received w
