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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:
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
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Beckman Coulter, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not 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:
----------------------------------------------------------------------
(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:
----------------------------------------------------------------------
[ ] 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[Beckman Coulter Logo]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
You are invited to attend the 1999 Beckman Coulter, Inc. Annual Meeting of
Stockholders:
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WHEN: 10:00 a.m. (local Pacific Time) on Thursday, April 8, 1999
WHERE: Corporate Headquarters, 4300 N. Harbor Blvd., Fullerton, CA
PURPOSE: - To elect a class of directors to serve until the
expiration of their term in 2002 and until their successors
are elected and qualified
- To conduct such other business as may properly come before
the meeting or any adjournment thereof
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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL THE DIRECTOR
NOMINEES.
IF YOU ARE A STOCKHOLDER OF RECORD AT THE CLOSE OF BUSINESS ON FEBRUARY 8,
1999, YOU MAY VOTE AT THE ANNUAL MEETING. YOUR BOARD OF DIRECTORS IS SOLICITING
YOUR PROXY TO ASSURE THAT A QUORUM IS PRESENT AND THAT YOUR SHARES ARE
REPRESENTED AND PROPERLY VOTED. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY/INSTRUCTION
CARD(S) IN THE ENVELOPE PROVIDED (NO EXTRA POSTAGE REQUIRED IF MAILED IN THE
U.S.). Proxies may be withdrawn at any time prior to use. If you plan to attend,
please be sure to mark the box provided on the card.
You may receive additional sets of these proxy materials depending on the
registration of your holdings or your authority to vote other shares. Please
also promptly sign and return cards received in those sets to assure that all
shares are represented.
Please see the attached Proxy Statement for information about the director
nominees and other matters.
By Order of the Board of Directors
/s/ WILLIAM H. MAY
William H. May
Vice President, General Counsel
and Secretary
March 8, 1999
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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Introduction................................................ 1
-- Voting Procedures................................ 1
Item 1 -- Election of Directors............................ 2
-- Director Nominees for Term Expiring in 2002...... 2
Additional Information about the Board of Directors......... 3
-- Continuing Directors............................. 3
-- Board and Committee Meetings..................... 5
-- Board Committees................................. 5
-- Compensation Committee Interlocks and Insider
Participation.................................... 6
-- Board Compensation and Benefits.................. 6
Security Ownership of Certain Beneficial Owners and
Management................................................ 7
-- By Directors and Executive Officers.............. 7
-- By Others........................................ 9
-- Section 16(a) Beneficial Ownership Reporting
Compliance....................................... 9
Executive Compensation...................................... 10
Organization and Compensation Committee Report on Executive
Compensation.............................................. 15
Performance Graph........................................... 18
Independent Public Accountants.............................. 18
Annual Report............................................... 19
Deadline for Stockholder Proposals.......................... 19
Other Business.............................................. 19
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Beckman Coulter Logo
BECKMAN COULTER, INC.
4300 N. HARBOR BLVD., BOX 3100
FULLERTON, CALIFORNIA 92834-3100
------------------------
PROXY STATEMENT
------------------------
INTRODUCTION
This Proxy Statement is sent to you in connection with the solicitation of
proxies by the Board of Directors of Beckman Coulter, Inc., a Delaware
Corporation, for use at the 1999 Annual Meeting of stockholders. The meeting
will be held at the Company's headquarters, 4300 North Harbor Boulevard,
Fullerton, California, at 10:00 a.m. (local Pacific Time) on Thursday, April 8,
1999, and any adjournment or postponement thereof. Copies of this Proxy
Statement and the accompanying proxy are being mailed to stockholders on or
about March 8, 1999.
The Company pays the cost of this solicitation, made on behalf of the Board
of Directors. In addition to solicitation by mail, officers and employees of the
Company may solicit proxies by telephone, by facsimile, or in person. The
Company has engaged the firm of D. F. King & Co., Inc., as proxy solicitors,
whose fee for such services is estimated to be $10,000 plus reimbursement of
out-of-pocket expenses. The Company will also reimburse brokers, nominees,
fiduciaries and other custodians for reasonable expenses incurred by them in
forwarding proxy materials to the beneficial owners of the stock.
VOTING PROCEDURES
Only holders of record of the Company's common stock at the close of
business on the record date, February 8, 1999, are entitled to vote at the
Annual Meeting. On the record date, there were outstanding for voting purposes
28,842,091 shares of common stock. Each stockholder shall have one vote per
share on all business of the Annual Meeting. The Company's Benefit Equity Trust,
established to assist the Company in meeting its stock-related obligations for
benefit programs, holds 192,041 of the shares outstanding for voting purposes.
These are voted by the trustee in the same proportion as instructions received
from employees recently participating in the Company's Employees' Stock Purchase
Plan.
The shares represented by properly executed proxies received in time for
the Annual Meeting will be voted. The proxy may be revoked by a stockholder at
any time prior to its use by filing written notice of such revocation with the
Secretary of the Company at the address shown above, by submitting a later dated
and properly executed proxy, or by voting in person at the Annual Meeting.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of the Company's common stock will constitute a quorum at the
Annual Meeting. Outstanding shares of common stock represented by a properly
signed and returned proxy will be treated as being present at the Annual Meeting
for purposes of determining a quorum, without regard to whether the proxy is
marked as casting a vote or abstaining therefrom, or withholding a vote for the
election of one or more nominees for director, or constituting a broker
non-vote.
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The accompanying proxy card provides space to vote for or to withhold
voting for any or all nominees for the Board of Directors. Directors are elected
by the affirmative vote of a majority of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on the subject
matter. Proxies marked as withholding a vote in connection with the election of
one or more nominees for director will not be counted as casting votes for such
nominees, although the shares covered by such proxies will be included in
determining the number of shares present at the meeting and entitled to vote on
the subject matter.
Under the rules of the New York Stock Exchange, Inc., brokers who hold
shares in street name for customers have the authority to vote on the election
of directors and certain other matters when they have not received instructions
from beneficial owners, but lack such authority on other matters. Proxies
subject to such broker non-votes would not be counted as casting votes for or
against any matter as to which authority was so withheld, and the shares covered
by such proxies would not be included in determining the number of shares
present at the meeting and entitled to vote on the subject matter in question.
For the proposal presented below, such brokers have authority to vote on the
election of directors.
The Company does not presently know of any other business that may properly
come before the stockholders for a vote at the Annual Meeting. As to any such
other matters, unless a greater or different vote were required by applicable
law, the certificate of incorporation or the by-laws, the affirmative vote of a
majority of the shares present in person or represented by proxy at the Annual
Meeting and entitled to vote on the subject matter would be required to approve
such matter, and abstentions and broker non-votes would be treated as described
above.
UNLESS YOU INDICATE OTHERWISE ON YOUR PROXY/INSTRUCTION CARD, THE PERSONS
NAMED AS YOUR PROXIES WILL VOTE FOR ALL OF THE NOMINEES FOR DIRECTOR. ALTHOUGH
THE COMPANY DOES NOT PRESENTLY KNOW OF ANY OTHER BUSINESS TO BE PRESENTED AT THE
MEETING, SHOULD ANY OTHER BUSINESS PROPERLY COME BEFORE THE MEETING, THE PERSONS
NAMED AS YOUR PROXIES THEN, TO THE EXTENT PERMITTED BY LAW, WILL HAVE DISCRETION
TO VOTE AND WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.
ITEM 1: ELECTION OF DIRECTORS
Four members of the Board are proposed to be elected for a term expiring at
the annual meeting of stockholders in the year 2002. The Board currently
consists of eleven persons and is divided into three classes, with the term of
office of one class expiring each year. All director nominees are currently
directors of the Company with terms expiring at this Annual Meeting.
Each of the nominees has consented to serve as director for the three-year
term. If any of them should decline or be unable to act as a director, the
persons named in the proxy will vote for such substitute nominee or nominees as
may be designated by the Board unless the Board reduces the number of directors
accordingly.
DIRECTOR NOMINEES FOR TERM EXPIRING IN 2002
HUGH K. COBLE DIRECTOR SINCE 1996
Mr. Coble, 64, is Vice Chairman Emeritus of the Board of Fluor Corporation,
a global engineering and construction company with an investment in low-sulfur
coal. He joined Fluor Corporation in 1966 where he held various executive
positions in marketing and operations with over ten years of international
assignments and retired in 1997 after thirty-one years of service. He is a
member of the American Institute of Chemical Engineers, the National Society of
Professional Engineers, the American Petroleum Institute, the World Affairs
Council of Orange County (California), and the World Business Advisory Council.
He also serves on the board of directors of Flowserve Corporation and ICO Global
Communications.
VAN B. HONEYCUTT DIRECTOR SINCE 1998
Mr. Honeycutt, 54, is Chairman, President and Chief Executive Officer of
Computer Sciences Corporation ("CSC"), a worldwide provider of management
consulting and information technology solutions and services. He joined CSC in
1975 and became Chairman of its board in March, 1997. He has held many
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posts with CSC and its subsidiaries, including most recently those of President
of CSC's Industry Services Group from 1987 to 1993, President and Chief
Operating Officer of CSC from 1993 to 1995, and President and Chief Executive
Officer from 1995 to the present. He also serves as Chairman of the President's
National Security Telecommunications Advisory Committee, which consists of no
more than thirty presidentially appointed industry leaders who provide
industry-based analyses and recommendations on a wide range of policy and
technical issues.
JOHN P. WAREHAM DIRECTOR SINCE 1993
Mr. Wareham, 57, is Chairman, President and Chief Executive Officer of
Beckman Coulter. He became Chairman in February 1999, Chief Executive Officer in
September 1998 and President in October 1993. He also served as the Company's
Chief Operating Officer from October 1993 to September 1998 and as Vice
President, Diagnostic Systems Group, from 1984 to 1993. Prior to 1984, he had
served as President of Norden Laboratories, Inc., a wholly owned subsidiary of
SmithKline Beckman Corporation engaged in developing, manufacturing and
marketing veterinary pharmaceuticals and vaccines, having first joined
SmithKline Corporation, a predecessor of SmithKline Beckman Corporation, in
1968. He is a director of the Health Industry Manufacturers Association.
BETTY WOODS DIRECTOR SINCE 1994
Ms. Woods, 60, is President and Chief Executive Officer of Premera Blue
Cross, formerly Blue Cross of Washington and Alaska, one of that area's largest
health care contractors. She has also served as Chief Executive Officer of
PREMERA, holding company of Premera Blue Cross, since 1994. She joined Premera
Blue Cross in 1976. She serves on the Board of Directors of Pacific Northwest
Bank, is Chair of the Snohomish County Economic Development Council, and is on
the Board of Trustees of Western Washington University.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NOMINEES. THE
PERSONS NAMED IN THE ACCOMPANYING PROXY INTEND TO VOTE THE SHARES REPRESENTED BY
THE PROXY FOR THE ELECTION OF THE DIRECTOR NOMINEES LISTED ABOVE, UNLESS
AUTHORITY TO VOTE FOR ONE OR MORE OF SUCH NOMINEES IS WITHHELD IN THE PROXY. THE
PROXIES CANNOT BE VOTED FOR A GREATER NUMBER OF PERSONS THAN THE NUMBER OF
NOMINEES NAMED. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF BECKMAN
COULTER COMMON STOCK PRESENT OR REPRESENTED AT THIS ANNUAL MEETING AND ENTITLED
TO VOTE ON THE SUBJECT MATTER IS REQUIRED FOR EACH NOMINEE TO BE ELECTED.
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
CONTINUING DIRECTORS
In addition to directors elected at this Annual Meeting, seven directors
continue in office with terms expiring in 2000 and 2001. Dennis Fill resigned
from the Board in January to pursue personal interests in retirement. The Board
elected Mr. Dollens to fill this position among the class of directors with
terms expiring in 2001. The Board appreciates the services that Mr. Fill has
provided to the Company since 1994. Also, Louis T. Rosso, Chairman, after
serving as a charter member of the Board since 1988, retired in February. The
Board, under its authority in the Company's By-laws, reduced the number of
directors to eleven and appointed Mr. Wareham to serve as Chairman. Mr. Rosso
had retired as Chief Executive Officer of Beckman Coulter in 1998. The Board
expresses its appreciation for Mr. Rosso's dedication and approximately 40 years
of service to the Company.
The following directors compose the remainder of the Board with terms
expiring as shown:
- - TERM EXPIRING IN 2001
CAROLYNE K. DAVIS, PH.D., 67, served as a national and international health
care advisor to Ernst & Young, certified public accountants, from 1985 to 1997,
and a consultant and advisor to the Board of Beverly Enterprises, Inc., operator
of nursing facilities, retirement and congregate living projects, pharmacies and
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home health care entities, from 1989 to 1997. She retired in May 1997, and is
now a part-time scholar in residence at the Sloan Health Management Program at
Cornell University, Ithaca, New York. Dr. Davis served as Administrator of the
Health Care Financing Administration of the U.S. Department of Health and Human
Services from 1981 to 1985. She is a member of the Institute of Medicine and the
National Academy of Science and a trustee for the University of Pennsylvania
Medical Center. She is a director of Merck & Co., Inc., The Prudential Insurance
Company of America, MiniMed, Inc., and Beverly Enterprises. Dr. Davis has been a
director of Beckman Coulter since 1989.
RONALD W. DOLLENS, 52, is President and Chief Executive Officer of Guidant
Corporation, a global leader in the medical device industry. Guidant Corporation
provides innovative, minimally invasive and cost-effective products and services
for the treatment of cardiovascular and vascular disease. Prior to the formation
of Guidant Corporation in December 1994, Mr. Dollens served as President of Eli
Lilly and Company's Medical Devices and Diagnostics Division. In 1985, Mr.
Dollens was named Senior Vice President, Sales, Marketing, and Product
Development for Advanced Cardiovascular Systems (ACS). In 1988, he became ACS'
President and Chief Executive Officer. Mr. Dollens serves on the Board, is
Chairman-Elect of the Health Industry Manufacturers Association (HIMA), and is
President of the Indiana Health Industry Forum. He also serves on the Board of
Eiteljorg Museum, the Indiana State Symphony Society Board, and the Board of St.
Vincent Hospital Foundation. He has been a director of Beckman Coulter since
January 1999.
CHARLES A. HAGGERTY, 57, joined Western Digital Corporation, a manufacturer
of hard disk drives, as its President and Chief Operations Officer in June 1992
and has served as its Chairman, President and Chief Executive Officer since July
1993. Prior thereto, he served IBM Corporation in various positions for 28
years, holding the posts of Vice President of IBM's Worldwide OEM Storage
Marketing from 1991 to May 1992 and of Vice President/General Manager, Low-End
Mass-Storage Products from 1989 to 1991. He is a member of the Board of Trustees
of the University of St. Thomas, St. Paul, Minnesota. Mr. Haggerty also serves
as a director of Pentair, Inc. and Sync Research, Inc. He has been a director of
Beckman Coulter since 1996.
WILLIAM N. KELLEY, M.D., 59, has served in his current role as Chief
Executive Officer of the University of Pennsylvania Medical Center and Health
System, Dean of the School of Medicine and Executive Vice President of the
University since 1989. He was the John G. Searle Professor and Chairman of the
Department of Internal Medicine and Professor of Biological Chemistry at the
University of Michigan in Ann Arbor from 1975 to 1989. He currently serves on
the Board of Directors of the Greater Philadelphia First Corporation, the Board
of Managers of the Wistar Institute, the Board of the Leonard Davis Institute of
Health Economics, the Board of Directors of the Philadelphia Orchestra
Association, and the Board of Trustees of Emory University. He is a member of
the Institute of Medicine and serves on the Institute of Medicine Council, as
well as the American Academy of Arts and Sciences, Association of American
Physicians, and the American Philosophical Society. Dr. Kelley is a director of
Merck & Co., Inc. He has been a director of Beckman Coulter since 1994.
- - TERM EXPIRING IN 2000
PETER B. DERVAN, PH.D., 53, has been a member of the faculty at the
California Institute of Technology since 1973 where he is currently Bren
Professor of Chemistry and Chairman of the Division of Chemistry and Chemical
Engineering. He serves on the Scientific Advisory Boards of Gilead Sciences,
Abbott Laboratories (Pharmaceutical Products Division), Pharmacyclics and
Prolinx Biochemistry. He is a member of the Scientific Advisory Board of the
Robert A. Welch Foundation. Dr. Dervan is a member of the National Academy of
Sciences, the American Academy of Arts and Sciences, and the Institute of
Medicine (NAS). Dr. Dervan has been a director of Beckman Coulter since 1997.
GAVIN S. HERBERT, 66, is Chairman Emeritus and a current director of
Allergan, Inc., a global provider of specialty therapeutic products. Mr.
Herbert, who helped found that company in 1950, had served as its Chairman from
1977 to 1995 and as its Chief Executive Officer from 1961 to 1991. He is Founder
and Chairman of Regenesis Bioremediation Products, formed in 1994. He was
President of SmithKline Beckman Corporation's Eye and Skin Care Products
Operations from 1981 to July 1989. Mr. Herbert is a trustee of the University of
Southern California and on the Board of Directors of Research to Prevent
Blindness, the
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Richard Nixon Library and Birthplace Foundation and Doheny Eye Institute. He has
been a director of Beckman Coulter since 1988.
C. RODERICK O'NEIL, 68, has been Chairman of O'Neil Associates, an
investment management consulting firm, since 1987. He was a partner in Greenspan
O'Neil Associates from 1984 to 1987 and Chairman of the Finance Committee of
Travelers Companies from 1977 to 1984. Mr. O'Neil is a director of Ambac
Financial Group, Inc., Ambac Assurance Corporation, Cadre Institutional
Investors Trust and Fort Dearborn Income Securities, Inc. He is a trustee of
Memorial Drive Trust, a member of the Fiduciary Committee of ASARCO and serves
on the Advisory Committee of Princeton-Montrose Partners. He also holds
leadership positions with various community and charitable organizations, such
as Riverfront Recapture, Inc., Connecticut Trust for Historic Preservation,
Bushnell Memorial Hall, and the Hartford Foundation for Public Giving, all of
Hartford, Connecticut. He has been a director of Beckman Coulter since 1994.
BOARD AND COMMITTEE MEETINGS
For 1998, the average aggregate Board and committee meeting attendance for
all current directors was approximately 95%, with each director attending at
least 89% of all meetings of the Board and any committees on which he or she
served. Board meetings totaled eight during 1998, and a total of eighteen
committee meetings also were held as follows: Finance Committee, five;
Organization and Compensation Committee, five; Audit Committee, five; and
Nominating and Corporate Governance Committee, three.
BOARD COMMITTEES
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COMMITTEE NAME/CURRENT MEMBERS COMMITTEE FUNCTION
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AUDIT COMMITTEE - Meets with the independent public accountants and internal
audit services staff to discuss the annual audit plan and
Current Members: the results of their audit examinations
Ms. Woods (Chair) - Meets with the Company's internal auditors to review the
Dr. Dervan audit services department's activities and to discuss the
Mr. Haggerty adequacy of the Company's accounting and control systems
Mr. Honeycutt - Considers issues raised by its members, the independent
public accountants, the internal audit staff, the legal
staff or management
- Recommends to the Board each year an accounting firm to
audit the consolidated financial statements of the Company
- -----------------------------
ORGANIZATION AND COMPENSATION - Reviews and approves major corporate organization
COMMITTEE structure, reviews performance of corporate officers and
establishes overall executive compensation policies and
Current Members: programs
Dr. Kelley (Chair) - Reviews and approves compensation elements such as base
Mr. Coble salary, bonus awards, stock option grants and other forms of
Mr. Honeycutt long-term incentives for corporate officers (no member of
Ms. Woods the committee may be a member of management or eligible
for compensation other than as a director or consultant)
- -----------------------------
FINANCE COMMITTEE - Reviews, approves, and makes recommendations to the Board
on corporate financial strategies and policies
Current Members: - Reviews the Company's financing and dividend plans,
Mr. O'Neil (Chair) financial methodologies, and guidelines for acquisitions and
Dr. Dervan other investments and, where appropriate, makes
Mr. Haggerty recommendations to the Board
Mr. Herbert
Mr. Dollens
- -----------------------------
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COMMITTEE NAME/CURRENT MEMBERS COMMITTEE FUNCTION
- ------------------------------ ------------------
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NOMINATING AND CORPORATE - Reviews Board compensation and stock ownership matters
GOVERNANCE COMMITTEE - Develops criteria to determine the qualifications and
appropriate tenure of directors
Current Members: - Reviews such qualifications and makes recommendations to
Dr. Davis (Chair) the Board regarding director nominees to fill vacancies
Mr. Coble - Considers stockholder recommendations for Board nominees,
Mr. Herbert which stockholders may submit by delivery to the Secretary
Mr. Kelley of the Company at its headquarters in Fullerton,
California, and it may take such action or no action with
regard to any such recommendations as it considers
appropriate
- Periodically reviews stockholder enhancement provisions in
the Company's certificate of incorporation, by-laws and
other corporate documents
- Considers social, ethical and environmental responsibility
and matters of significance in areas related to corporate
public affairs
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Company's Organization and Compensation Committee is a
current or former officer or employee of the Company. In addition, there are no
compensation committee interlocks between Beckman Coulter and other entities
involving Beckman Coulter executive officers and Beckman Coulter Board members
who serve as executive officers of such other entities.
BOARD COMPENSATION AND BENEFITS
Retainer and Fees. Non-employee directors receive retainers in quarterly
increments based on an annualized rate of $22,000 a year. Directors also receive
$1,000 for each Board and committee meeting attended. Chairpersons of standing
Board committees receive an additional $500 per committee meeting. An additional
business fee equal to $1,000 is paid for each day or significant portion of a
day spent on Company business. Directors are not paid an additional business fee
if receiving consulting fees from the Company. No directors currently receive
consulting fees from the Company. Directors who are also employees of the
Company, such as Mr. Wareham, receive no additional compensation for service on
the Board. While Mr. Rosso continued as officer and Chairman after retirement as
Chief Executive Officer, he received a retainer for certain transition services
as reported in the Summary Compensation Table under "Executive Compensation"
below. Upon retirement as Chairman in February 1999, Mr. Rosso will receive an
annual retainer of $60,000 for consulting services provided to Company
management in 1999 and the Company will for a limited time provide an office for
his use and miscellaneous support services.
Since 1995, non-employee directors have had the opportunity to defer all or
a portion of their fees under the Deferred Directors Fee Program until
termination of their status as directors. Beginning in 1998, the program allows
an additional deferred premium of up to 30% of the deferred compensation amount
depending on the percentage of deferral above 40% and up to 100% of annual
compensation. All amounts are treated as having been invested in the Company's
common stock and thus are valued according to fluctuations in the market price
of the common stock. Distributions will be made in cash only. Drs. Dervan and
Kelley and Messrs. Coble, Haggerty, O'Neil and Honeycutt participated in the
program during 1998. Note 4 to the table under "Ownership of Certain Beneficial
Owners and Management -- By Directors and Executive Officers" below includes the
economic equivalent number of shares of the Company's common stock as of
December 31, 1998 for each director who has elected to participate in this plan.
Options, Restricted Stock, and Matching Gift Program. Members of the Board
who have not been an employee of the Company or any of its subsidiaries for at
least one year prior to the date of grant automatically
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receive a non-qualified option to purchase 2,000 shares of the Company's common
stock (subject to adjustments occurring after the grant) on the date of each
annual meeting of stockholders, pursuant to the Company's 1998 Incentive
Compensation Plan. The option price for each option granted is the fair market
value on the date of grant. Options are generally exercisable six months from
the date of grant (subject to the individual serving as director for the
duration of that period) and expire ten years after the date of grant (subject
to earlier termination if the director ceases to serve as a director). Also
pursuant to this plan on the date of each annual meeting of stockholders,
non-employee directors receive an automatic grant of 100 shares of restricted
stock, with restrictions to lapse in approximate thirds on the three subsequent
annual meeting dates. Lapse of restrictions occurs earlier in the event of a
director's termination from service by reason of death, disability, or pursuant
to the Board's mandatory retirement policy. Non-preferential dividends are paid.
The restricted stock holdings of the non-employee directors at year end and
their total values (based upon the $54.25 closing price per share of common
stock on December 31, 1998) are as follows: Messrs. Coble, Haggerty, Herbert,
and O'Neil, Ms. Woods and Drs. Davis, Dervan and Kelley, 167 shares, $9,060
each, and Mr. Honeycutt, 100 shares, $5,425. The amount of shares pursuant to
outstanding options under this plan which are exercisable or which will become
exercisable within 60 days of March 8, 1999, are listed in note 1 to the table
shown under "Security Ownership of Certain Beneficial Owners and
Management -- By Directors and Executive Officers" below.
Non-employee directors may also participate in the Company's Matching Gifts
Program available generally to employees of the Company. Under this program, the
Company will match gifts to qualifying tax-exempt educational institutions up to
$5,000.00 annually.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the amount of shares of the Company's common
stock beneficially owned (as of February 1, 1999, unless otherwise indicated) by
current directors of the Company and the named executive officers reported in
the "Executive Compensation -- Summary Compensation Table" below, and all
directors and executive officers as a group. Percentage of ownership is
calculated using the number of outstanding shares as of February 8, 1999, the
Record Date, plus the number of shares the individual or group had the right to
acquire within 60 days as indicated in note 1 following the table.
<TABLE>
<CAPTION>
BECKMAN COULTER PERCENTAGE
BENEFICIAL COMMON OF
OWNER STOCK OWNERSHIP
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Directors:
J. P. Wareham........................... 264,785(1)(2)(4) *
H. K. Coble............................. 5,100(1)(2)(4) *
C. K. Davis............................. 7,727(1)(2) *
P. B. Dervan............................ 4,200(1)(2)(4) *
R. W. Dollens........................... 1,000(4) *
C. A. Haggerty.......................... 5,100(1)(2)(4) *
G. S. Herbert........................... 28,310(1)(2)(3) *
V. B. Honeycutt......................... 2,033(2)(4) *
W. N. Kelley............................ 7,100(1)(2)(4) *
C. R. O'Neil............................ 10,700(1)(2)(4) *
B. Woods................................ 6,600(1)(2) *
Other Named Executive Officers:
L. T. Rosso............................. 665,601(1)(2)(3) 2.26%
A. R. Ziegler........................... 96,476(1)(2)(4) *
D. K. Wilson............................ 115,271(1)(2)(3)(4) *
</TABLE>
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<TABLE>
<CAPTION>
BECKMAN COULTER PERCENTAGE
BENEFICIAL COMMON OF
OWNER STOCK OWNERSHIP
---------- --------------- ----------
<S> <C> <C>
W. H. May............................... 76,047(1)(2)(3)(4) *
All Directors and Officers as a group
(19 persons)............................ 1,464,796(1)(2)(3) 4.83%
</TABLE>
- ---------------
* Less than 1% of outstanding shares.
(1) Includes shares which directors and executive officers have, or will have
within 60 days, the current right to acquire upon exercise of options under
the Company's Stock Option Plan for Non-Employee Directors or the Company's
Incentive Compensation Plans for employees, as applicable: Mr. Herbert, Mr.
O'Neil and Dr. Kelley, 6,000 shares each; Messrs. Coble and Haggerty and Dr.
Davis, 4,000 shares each; Dr. Dervan, 3,000 shares; Ms. Woods, 2,000 shares;
Mr. Rosso, 545,000 shares; Mr. Wareham, 222,665 shares; Mr. Ziegler, 86,332
shares; Mr. Wilson, 84,766 shares; Mr. May, 61,999 shares; and all directors
and executive officers as a group, 1,172,756 shares.
(2) Includes shares held in trust for the benefit of the named executive
officers and employee directors under the Company's Savings Plan, as
follows: Mr. Rosso, 46,035 shares; Mr. Wareham, 1,685 shares; Mr. Ziegler,
1,033 shares; Mr. Wilson, 8,905 shares; and Mr. May, 7,768 shares; and all
executive officers as a group, 18,647 shares. Also included in the above
table are shares of restricted stock for which restrictions have not yet
lapsed, as follows: Messrs. Coble, Haggerty, Herbert, and O'Neil, Ms. Woods,
and Drs. Davis, Dervan and Kelley, 167 shares each; Mr. Honeycutt, 100
shares; Mr. Rosso, 7,500 shares; Mr. Wareham, 7,017 shares; Mr. Ziegler,
3,191 shares; Mr. Wilson, 2,455 shares; and all directors and executive
officers as a group, 26,147 shares.
(3) Includes shares of the Company's common stock held as trustee, co-trustee,
in spouse's name, in managed accounts or as custodian for children as
follows: Mr. Rosso, 47,703 shares; Mr. Herbert, 22,209 shares; Mr. Wilson,
100 shares; Mr. May, 115 shares; and other executive officers, 4,046 shares.
(4) In addition to the foregoing beneficial ownership amounts, the directors
shown below have elected to treat their cash compensation from annual
retainers and fees as though it has been invested in the Company's common
stock under the Deferred Directors Fee Program (see "Board Compensation and
Benefits" above). The officers shown below have elected to treat a portion
of their salaries and annual bonuses and to receive Company matching and
premium contributions as if invested in the Company's common stock under the
Company's Deferred Compensation and Restoration Plans. As of December 31,
1998, such amounts constitute the economic equivalent of common stock as
follows:
<TABLE>
<CAPTION>
ECONOMIC EQUIVALENT
NUMBER OF SHARES
-------------------
<S> <C>
H.K. Coble................................................. 2,424 shares
P.B. Dervan................................................ 1,630 shares
C.A. Haggerty.............................................. 2,561 shares
V.B. Honeycutt............................................. 600 shares
W.N. Kelley................................................ 2,984 shares
C.R. O'Neil................................................ 1,813 shares
J.P. Wareham............................................... 2,226 shares
A.R. Ziegler............................................... 110 shares
D.K. Wilson................................................ 1,581 shares
W.H. May................................................... 739 shares
</TABLE>
8
<PAGE> 12
BY OTHERS
Management of the Company knows of no person, except as set forth below,
who is the beneficial owner of more than 5% of the Company's issued and
outstanding common stock. The table shows information reported to the Company as
of February 16, 1999, with percentage of ownership calculated using the number
of outstanding shares for voting purposes on the record date.
<TABLE>
<CAPTION>
NAME OF SHARES OF COMMON STOCK PERCENT
BENEFICIAL OWNERS BENEFICIALLY OWNED OF CLASS
----------------- ---------------------- --------
<S> <C> <C>
Brinson Partners, Inc......................... 2,437,697(1) 8.45%
209 South Lasalle Street
Chicago, IL 60604-1295
Trimark Financial Corporation................. 2,244,400(2) 7.78%
One First Canadian Place
Suite 5600, P. O. Box 487
Toronto, Canada M5X 1E5
Morgan Stanley Dean Witter & Co............... 2,083,085(3) 7.22%
1585 Broadway
New York, NY 10036
Wellington Management Company, LLP............ 1,468,300(4) 5.09%
75 State Street
Boston, MA 02109
</TABLE>
- ---------------
(1) Based on the Schedule 13G/A filed with the Securities and Exchange
Commission February 11, 1999 by the named beneficial owner on behalf of
itself and related entities. Shared voting and dispositive powers were
reported as to all shares shown.
(2) Based on the Schedule 13G/A filed with the Securities and Exchange
Commission February 12, 1999 by the beneficial owner on behalf of itself and
related entities. Sole voting and dispositive powers are reported as to all
shares shown.
(3) Based on the Schedule 13G/A filed with the Securities and Exchange
Commission February 5, 1999 by the named beneficial owner on behalf of
itself and related entities. Morgan Stanley Dean Witter & Co. report that
accounts it manages on a discretionary basis have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of securities, and no such account holds more than 5%. Shared
dispositive power is reported as to all shares shown and shared voting power
is reported as to 1,838,407 (6.42% of outstanding shares) of such shares.
(4) Based on the Schedule 13G/A filed with the Securities and Exchange
Commission February 10, 1999 by the named beneficial owner reporting shared
dispositive power as to all shares shown and shared voting power as to
221,800 (.078% of outstanding shares) of such shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the directors
and officers of the Company and persons who own more than ten percent of a
registered class of the Company's equity securities ("Reporting Persons") to
file with the Securities and Exchange Commission and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of the
Company's common stock. In addition, under Section 16(a), trusts for which a
Reporting Person is a trustee and a beneficiary (or a member of his immediate
family is a beneficiary) may have a separate reporting obligation with regard to
holdings and transactions in common stock. Specific due dates for these reports
have been established, and the Company is required to disclose in this proxy
statement any failure to file by these dates during 1998. To the Company's
knowledge, all of these requirements were satisfied, except that Mr. Herbert
reported late the purchase of 275 shares for a grandchildren's trust over which
he serves as trustee.
9
<PAGE> 13
EXECUTIVE COMPENSATION
The following table sets forth information for the last three fiscal years,
as to the Chief Executive Officer and the four highest paid officers of the
Company in 1998:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------
AWARDS PAYOUTS
---------------------------- -------
ANNUAL SECURITIES
COMPENSATION(2) RESTRICTED UNDERLYING
-------------------- STOCK OPTIONS/ LTIP ALL OTHER
SALARY(3) BONUS(4) AWARD(S)(5) SARs(6) PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION(1) YEAR ($) ($) ($) (#) ($)(7) ($)(8)(9)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Louis T. Rosso 1998 455,006 612,500 -- 125,000 shares 411,094 124,800
Chairman of the Board 1997 554,379 392,000 -- 50,000 shares -- 4,800
(former) 1996 505,504 261,600 91,311 50,000 shares -- 4,500
- -------------------------------------------------------------------------------------------------------------------
John P. Wareham 1998 514,131 538,100 -- 85,000 shares 301,469 38,242
Chairman, President & 1997 390,000 264,200 -- 35,000 shares -- 4,800
Chief Executive Officer 1996 352,752 174,900 58,252 26,000 shares -- 4,500
- -------------------------------------------------------------------------------------------------------------------
Albert R. Ziegler 1998 251,984 118,100 -- 25,000 shares 137,031 10,675
Senior Vice President, 1997 222,870 89,700 -- 15,000 shares -- 4,800
Diagnostics Commercial 1996 210,112 75,800 26,527 8,500 shares -- 4,500
Operations
- -------------------------------------------------------------------------------------------------------------------
Dennis K. Wilson 1998 243,884 116,300 -- 17,000 shares 95,922 30,094
Vice President, Finance & 1997 226,107 93,200 -- 15,000 shares -- 4,800
Chief Financial Officer 1996 215,600 77,500 27,060 11,000 shares -- 4,500
- -------------------------------------------------------------------------------------------------------------------
William H. May 1998 221,810 105,900 -- 8,000 shares -- 13,458
Vice President, General 1997 202,220 91,500 -- 8,000 shares -- 4,800
Counsel & Secretary 1996 192,796 63,900 -- 6,500 shares 18,200 4,500
</TABLE>
(1) Mr. Rosso retired as employee and Chief Executive Officer on August 31,
1998, after which he continued to serve as the Company's Chairman. He has
retired as officer and Chairman, effective February 1999.
(2) The aggregate amount of other annual compensation for each named individual
did not equal or exceed the threshold for reporting herein (i.e., the lesser
of either $50,000 or 10% of the total of such individual's annual salary and
bonus) for each of the fiscal years reported and, therefore, is not shown.
(3) Amounts include salary reductions under the Company's Flexible Benefits Plan
and compensation deferred under the Savings and Investment Plan, pursuant,
respectively, to Sections 125 and 401(k) of the Internal Revenue Code of
1986, as amended, and salary and/or bonus amounts deferred, if any, in 1998
under the Company's Executive Deferred Compensation and Restoration Plans
(see notes 8 and 9 below for a description of these plans).
(4) Amounts include deferrals, if any, under the Company's Executive Deferred
Compensation and Restoration Plans. Amounts were contingent upon the
attainment of certain organizational and individual goals prescribed by the
Board's Organization and Compensation Committee.
(5) Restricted stock awards were made under the Incentive Compensation Plan of
1990 in lieu of a cash payment of awards earned in 1996 under the Two-Year
Cycle Economic Value Added Plan, a long-term incentive plan. Values were
calculated using the respective year-end closing price per share. Awards
under this now completed plan were based on total company performance in
maintaining and improving the efficiency of capital as measured by certain
financial objectives. When this plan ended in 1996, long-term incentives
were granted in 1997 under the Performance Vesting Stock Program (see note 7
below). Restricted stock holdings at 1998 year-end for the named individuals
include restricted stock awarded under the former long-term plan and awards
under the Performance Vesting Stock Program. The aggregate restricted stock
holdings and values (calculated by multiplying the number held by the year-
end per share closing price of $54.25 and not including any diminution
effect attributable to the restrictions on such stock) are as follows: Mr.
Rosso, 7,500 shares, $406,875; Mr. Wareham, 7,017 shares, $380,672; Mr.
Ziegler, 3,191 shares, $173,112; and Mr. Wilson, 2,455 shares, $133,184.
Non-preferential dividends are paid on the shares of restricted stock.
10
<PAGE> 14
(6) No Stock Appreciation Rights (SARs) have been granted, and none are
outstanding. These are non-qualified options for shares of the Company's
$0.10 par value common stock.
(7) For 1996, consists of cash payouts (for individuals not electing restricted
stock awards in lieu of cash) under the Company's then current long-term
incentive plan (see note 5 above). The Company's Performance Vesting Stock
Program was introduced in 1997 for selected key executives approved by the
Board's Organization and Compensation Committee under which contingent
grants of restricted stock were made at fair market value, with vesting of
shares conditioned on the attainment of an average targeted market price of
$50 per share for a thirty-day calendar period over a specified period not
to exceed three years. The targeted market price was achieved in 1998 and
shares vested as to 50% of the grant amount. The amounts shown for the four
individuals in 1998 are based on the market price of $54.8125 on the date
the restrictions lapsed. The remaining shares vest on the one-year
anniversary of the date the target price was achieved.
(8) Amounts include Company matching contributions to the Company's Savings Plan
(a defined contribution plan) wherein eligible employees of the Company and
certain subsidiaries may invest in various funds generally up to 15% of
their compensation through payroll deductions. The Company makes
contributions to the plan equal to 50% or 70%, depending upon investment of
Company matching contributions, of up to the first 5% of each employee's
contribution (subject to certain limitations). Savings Plan matching
contributions for 1998 were as follows: Messrs. Rosso, Wareham, Ziegler, and
May, $4,800, and Mr. Wilson, $5,474. The balance of the amount for Mr. Rosso
consists of a retainer for certain transition services after retirement as
Chief Executive Officer.
(9) Amounts also include the value of stock units (i.e., non-voting units of
measurement deemed for bookkeeping purposes to be equivalent to one share of
the Company's common stock) contributed in 1998 under the Company's
Executive Deferred Compensation and Restoration Plans as determined based on
the individual deferral elections under each plan. The number of Company
contribution stock units and their aggregate values (based on the market
value of a share of the Company's common stock on each date that
contributions were credited) are as follows: Mr. Wareham, 601 units,
$33,442; Mr. Ziegler, 109 units, $5,875; Mr. Wilson, 434 units, $24,619; and
Mr. May, 157 units, $8,658. Under the Deferred Compensation Plan,
participants may defer salary and/or bonus, up to certain limits annually,
into bookkeeping accounts in the form of cash, stock units, or a combination
of both. The Company contribution is made in stock units deemed to have an
aggregate value equal to 3.5% of the salary and bonus deferred. The Company
credits additional stock units (up to 30%) if the participant defers 35% or
more of his or her bonus in the form of stock units. Under the Restoration
Plan, deferrals which exceed Savings Plan allowable maximums (as limited by
tax rules applicable to the Savings Plan) are credited to a bookkeeping
account and Company matching contributions that could not be allocated under
the Savings Plan are credited in the form of stock units. Payments under
both of these deferral plans are made in cash, generally after termination
or retirement. Stock units are valued at the fair market value of a share of
stock at the time of payment. Dividend equivalents on stock units are
credited in the form of stock units as dividends are paid to stockholders in
general.
11
<PAGE> 15
FISCAL YEAR OPTION GRANTS
The following table sets forth the number of options granted and the
estimated grant date present value for the named executive officers during the
fiscal year ended December 31, 1998:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
- ------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARs
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARs EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#)(1) FISCAL YEAR ($/SH) DATE ($)(2)(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
L. Rosso 100,000 14.86% 41.5625 8/31/03 1,406,000(a)
25,000 3.72% 43.2188 8/31/03 367,500(b)
- ------------------------------------------------------------------------------------------------------------
J. Wareham 70,000 10.41% 41.5625 1/06/08 926,100(a)
15,000 2.23% 53.9688 9/29/08 275,400(c)
- ------------------------------------------------------------------------------------------------------------
A. Ziegler 25,000 3.72% 41.5625 1/06/08 330,750(a)
- ------------------------------------------------------------------------------------------------------------
D. Wilson 17,000 2.53% 41.5625 1/06/08 224,910(a)
- ------------------------------------------------------------------------------------------------------------
W. May 8,000 1.19% 41.5625 1/06/08 105,840(a)
</TABLE>
(1) No free-standing or tandem Stock Appreciation Rights (SARs) were granted in
1998. Non-qualified stock options were granted in 1998 pursuant to the
Company's 1990 and 1998 Incentive Compensation Plans at an option price
equal to the fair market value of the stock at the date of grant. The option
price may be paid by delivery of already owned shares, subject to certain
conditions. The number of options exercisable increases in 33% increments
after each successive anniversary of the date of grant. Options may become
exercisable sooner in the event of death, disability, or retirement
occurring after six months from the date of grant or in the event of a
change of control. The options have a term of ten years, subject to sooner
expiration in the event of termination of employment. Subject to plan
limits, outstanding options may be adjusted in the event of certain changes
affecting Company stock.
(2) Grant date present value estimates were made using a variation of the
Black-Scholes pricing model. The following factors and assumptions were
used:
<TABLE>
<CAPTION>
(a) (b) (c)
-------- -------- --------
<S> <C> <C> <C>
Option and market price (fair market value on
grant date)................................ 41.5625 43.2188 53.9688
Term of option............................... 10 years 10 years 10 years
Risk free rate of return..................... 5.66% 5.76% 4.84%
Dividend yield............................... 1.45% 1.45% 1.35%
Volatility................................... 17.11% 16.81% 20.54%
</TABLE>
Adjustments of 3% for each year of the three-year vesting period were made
to address the risk of forfeiture due to termination, except for Mr. Rosso's
grants which vested upon retirement.
(3) Although the Black-Scholes pricing model is widely used, the value of stock
options cannot be guaranteed because of the wide range of assumptions and
variations which may occur from time to time. No assumptions made in
connection with this table are intended to represent a forecast of possible
future appreciation of the Company's common stock, stockholder return, or
performance of the Company.
12
<PAGE> 16
OPTION EXERCISES AND YEAR-END OPTION VALUES
No free-standing or tandem Stock Appreciation Rights (SARs) have been
granted. The table below shows the number of exercisable and unexercisable
in-the-money stock options and their values at fiscal year-end. An option is
in-the-money if the fair market value of the underlying securities exceeds the
exercise price of the option.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARs IN-THE-MONEY OPTIONS/SARs
SHARES VALUE AT FY-END (#)(2) AT FY-END ($)(3)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
L. Rosso 24,160 1,008,680 545,000 0 12,985,655 0
- -----------------------------------------------------------------------------------------------------------
J. Wareham 16,070 670,923 178,827 117,173 5,264,895 1,354,385
- -----------------------------------------------------------------------------------------------------------
A. Ziegler 8,100 161,694 70,110 37,890 2,034,173 503,078
- -----------------------------------------------------------------------------------------------------------
D. Wilson 4,720 200,010 70,360 30,740 1,953,848 769,116
- -----------------------------------------------------------------------------------------------------------
W. May 0 0 54,457 15,543 1,594,087 209,663
</TABLE>
(1) Represents the difference between the exercise price and the fair market
value determined on the date of exercise. As a result of the exercises by
Messrs. Rosso, Wareham and Wilson each received the following number of
stock units under the Company's Stock Option Gain Deferral Program: Mr.
Rosso, 16,603; Mr. Wareham, 11,043; and Mr. Wilson, 3,292. The Company's
Stock Option Gain Deferral Program became effective in 1998 and assists
executives in meeting stock ownership guidelines. The program allows
participants to defer compensation that would otherwise have been realized
on exercise and to receive compensation in the form of Company common stock.
Upon meeting certain requirements, the executive receives stock units, the
number of which is determined by dividing the price of the common stock on
the date of exercise into the amount by which the option was "in the money."
The stock units are payable solely in common stock following a specified
date in the future and earn dividend equivalents in the form of stock units
in the same amounts as dividends are paid to stockholders in general.
(2) All options granted have a term of ten years, subject to earlier
termination. Options become exercisable in general over periods of three
years from dates of grant, with the exception of a 1994 grant of options
with a performance vesting feature (options may become exercisable sooner in
the event of death, disability, retirement or change in control as defined
in the Company's 1990 and 1998 Incentive Compensation Plans).
(3) Values were calculated by multiplying the closing market price of the
Company's common stock at December 31, 1998 ($54.25 per share) by the
respective number of shares relating to in-the-money options and subtracting
the option price, without any adjustment for any vesting or termination
contingencies or other variables.
TERMINATION AND MANAGEMENT CHANGE IN CONTROL AGREEMENTS
All senior management who are Vice Presidents or above of the Company,
including the named officers, have entered into agreements with the Company that
are effective if, within two years after the occurrence of a change in control
of the Company (as defined in the agreements), any of these individuals is
terminated without cause or has a material change to compensation or
responsibilities. Under these agreements, the Company will pay up to two times
and in some limited cases up to three times the individual's annual compensation
as specified in the agreements, as well as a limited continuance of certain
Company benefits.
13
<PAGE> 17
DEFINED BENEFIT PENSION PLANS
The Company's defined benefit qualified and non-qualified supplemental
pension plans provide pension benefits to employees, including officers of the
Company, based upon the average of the highest 60 consecutive months of eligible
compensation and years of eligible service. Eligible compensation includes basic
salary and bonuses earned during the year, including cash-based long-term
incentive plan payouts. Benefit amounts are offset generally by a portion of the
employee's Social Security Covered Compensation and, if applicable, amounts from
any other similar Company or subsidiary sponsored plan. If an employee elects a
form of payment providing a benefit for his or her beneficiary, the benefit
amount for the employee is reduced.
Normal retirement age generally is 65, but employees may continue
employment beyond age 65 and earn additional retirement benefits. Credited years
(rounded) of eligible normal retirement for Mr. Rosso is 40 years and for the
other named executive officers would be as follows: Mr. Wareham, 38 years; Mr.
Ziegler, 30 years; Mr. Wilson, 30 years; and Mr. May, 31 years.
The Company entered into agreements with Mr. Ziegler under the
non-qualified supplemental pension plan. The agreement with Mr. Ziegler provides
a benefit from the non-qualified plan equal to the amount (with offsets for a
certain Swiss retirement plan benefit and adjustments for differentials in Swiss
and United States social security systems) he would have received if all service
with SmithKline and SmithKline Beckman, the Company's former parent, had been
included in the Company's qualified plan benefit.
The following table illustrates the annual pension benefits, before any
offsets, calculated as a single life annuity, payable at normal retirement.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------------------------------------------------
REMUNERATION* 15 20 25 30 35 40
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000 102,000 136,000 170,000 204,000 238,000 248,000
- ---------------------------------------------------------------------------------------------------------------------------------
450,000 114,750 153,000 191,250 229,500 267,750 279,000
- ---------------------------------------------------------------------------------------------------------------------------------
500,000 127,500 170,000 212,500 255,000 297,500 310,000
- ---------------------------------------------------------------------------------------------------------------------------------
600,000 153,000 204,000 255,000 306,000 357,000 372,000
- ---------------------------------------------------------------------------------------------------------------------------------
700,000 178,000 238,000 297,500 357,000 416,500 434,000
- ---------------------------------------------------------------------------------------------------------------------------------
800,000 204,000 272,000 340,000 408,000 476,000 544,000
- ---------------------------------------------------------------------------------------------------------------------------------
900,000 229,500 306,000 382,500 459,000 535,500 612,000
- ---------------------------------------------------------------------------------------------------------------------------------
1,000,000 255,000 340,000 425,000 510,000 595,000 680,000
- ---------------------------------------------------------------------------------------------------------------------------------
1,100,000 280,500 374,000 467,500 561,000 654,500 748,000
- ---------------------------------------------------------------------------------------------------------------------------------
1,200,000 306,000 408,000 510,000 612,000 714,000 816,000
- ---------------------------------------------------------------------------------------------------------------------------------
1,300,000 331,500 442,000 552,500 663,000 773,500 884,000
</TABLE>
- ---------------
* The annual average of the highest sixty consecutive months of eligible
compensation.
14
<PAGE> 18
ORGANIZATION AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION(1)
The Organization and Compensation Committee is composed of non-employee,
independent members of the Board of Directors. Principal responsibilities
include the establishment of the Company's executive compensation philosophy,
approval and administration of compensation programs, and other matters relating
to the employment and succession of executive officers and senior management.
From time to time, the Committee uses the advisory services of independent
compensation and benefits consultants in meeting its responsibilities.
COMPENSATION PHILOSOPHY
The objectives of the Company's executive compensation program are to
provide total compensation that will attract and retain executive and management
talent, to motivate and focus each executive toward the achievement of the
Company's long-term strategic and short and long-term financial and operating
goals which in turn will maximize total shareholder value, and to recognize
individual contributions and results as well as Company performance. The
Company's compensation philosophy, reaffirmed in 1998 as part of its overall
review of executive compensation, is to drive results by maintaining a
substantial portion of total pay as "at risk compensation" in the form of annual
and long-term incentives. Total executive compensation is leveraged to achieve
the upper quartiles of executive pay for outstanding results tied to improving
the Company's performance and shareholder value, and delivers pay at the median
for industry average performance.
In order to achieve these objectives, the Committee annually reviews each
key element in the compensation program as well as the total program. These
elements consist of base salary, annual and long-term incentive opportunities.
- BASE SALARY midpoint for each executive position is established based on
the level of responsibility, value of the position to the Company, and
the competitive marketplace. The actual base salary for each executive
reflects that executive's skill, experience and performance. Executive
base salary is reviewed annually and base salary increases may be awarded
based on an evaluation of these factors. The Company targets base salary
at the median of general industry competitive practice.
- ANNUAL INCENTIVE COMPENSATION is directly tied to key financial and
non-financial metrics such as profitability, growth, debt management, and
achievement of strategic goals that relate to both short and long-term
Company performance to enhance shareholder value. In order for an
incentive award to be paid to any executive, the Company has certain key
measures that must be achieved. The Committee believes that when the
Company achieves above average performance against its industry
comparator group, the annual incentive award should reflect that
performance by providing awards above the median of general industry
competitive practice. In 1998, performance levels were established for
earnings per share, pre-tax margin, debt to EBITDA, sales, and individual
goals. Incentive payments reflecting results were made to executive
officers and other plan participants.
- LONG-TERM INCENTIVES are intended to closely align shareholder and
executive interests through the achievement of the Company's strategic
business plan. Long-term incentives are granted in the form of stock
options, restricted stock and other performance-based compensation under
the Incentive Compensation Plan of 1990 and the 1998 Incentive
Compensation Plan, which replaces the 1990 plan. Under these plans, the
Committee may award long-term cash incentives and stock options which
have terms not to exceed ten years and are granted at no less than the
fair market value of Beckman Coulter common stock on the date of grant.
The Committee generally targets its long-term incentive awards at
- ---------------
(1) THIS SECTION IS NOT "SOLICITING MATERIAL," IS NOT DEEMED FILED WITH THE SEC
AND IS NOT TO BE INCORPORATED BY REFERENCE IN ANY FILING OF THE COMPANY
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934,
WHETHER MADE BEFORE OR AFTER THE DATE HEREOF AND IRRESPECTIVE OF ANY
GENERAL INCORPORATION LANGUAGE IN ANY SUCH FILING.
15
<PAGE> 19
the median of the general industry competitive market, with the incentive
leverage to reach the upper quartile range for outstanding performance.
In the 1998 award cycle, executive officers received stock option grants
based on the general industry competitive market for their respective
positions. In addition, key executives responsible for leading the
successful integration of Beckman Coulter, including the Chief Executive
Officer and certain of the named executive officers were awarded
additional stock option grants.
In order to further align management and shareholder interests, the Company
adopted a stock ownership program in which all Vice Presidents and executive
officers are required to acquire and retain stock ownership levels in Company
common stock at least one times annual base salary. The Chief Executive Officer
is required to acquire and retain a multiple of at least four times base salary.
COMPETITIVE ASSESSMENT
The Committee conducts an annual review of the Company's executive total
compensation program under the guidance of its independent executive
compensation consultants. This process assesses the competitiveness of the
Company's total program and its key elements compared with a comparator group
used for compensation purposes. This group consists of a broad range of general
industry companies, a large number of which the Company competes for executive
talent. A number, but not all, of these companies are included in the line of
business index shown on the performance graph. Comparative data is unavailable
for many of the Company's direct competitors that are, generally, either
privately held foreign corporations or divisions of substantially larger
corporations.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The compensation of the Chief Executive Officer of the Company consists of
the same key elements of total compensation as other senior executives. Louis T.
Rosso, Chairman of the Board and Chief Executive Officer, served in this
capacity through August 31, 1998, when he retired as Chief Executive Officer.
John P. Wareham, President and Chief Operating Officer succeeded Mr. Rosso as
Chief Executive Officer upon Mr. Rosso's retirement from that position.
Mr. Rosso's base salary was increased to $700,000 in February 1998 based on
the Committee's evaluation of his performance in relation to the achievement of
the Company's financial and non-financial goals, his length of service as Chief
Executive Officer, and competitive chief executive officer compensation data.
Mr. Wareham's appointment to Chief Executive Officer, in addition to his role as
President and Chief Operating Officer, was accompanied by an increase to
$615,000.
Annual incentive awards for the Chief Executive Officer are based on
achievement of annual financial as well as strategic and individual performance
goals. Under Mr. Rosso's and Mr. Wareham's leadership during 1998, annual
financial goals were established to improve the operational efficiencies of the
integrated Company. Goals were achieved and/or exceeded for three of the four
financial metrics. With the addition of the Committee's evaluation of individual
performance against pre-established goals, Mr. Rosso's incentive award for 1998
was $612,500 and Mr. Wareham's incentive award for 1998 was $538,100. The 1998
annual incentive payment reflects the Committee's evaluation of Mr. Rosso and
Mr. Wareham's individual performance measures established by the Committee, and
the respective achievement level of financial metrics.
The 1998 long-term incentive award for Mr. Rosso was comprised of an annual
stock option grant, the value of which approximated the median of chief
executive officer option grant values as determined by the Committee's
independent executive compensation consultants; a special stock option
integration grant; and a one-time stock option grant to recognize Mr. Rosso's
success in furthering the strategic achievements of the Company. Mr. Wareham
received an annual stock option grant based on median competitive market data as
the President and Chief Operating Officer, and a special stock option
integration grant. In addition, Mr. Wareham received a special stock option
grant in September 1998 to recognize his appointment to Chief Executive Officer.
All grants for Mr. Rosso and Mr. Wareham were non-qualified stock options and
were granted at fair market value.
16
<PAGE> 20
OTHER MATTERS
The Committee adopted the Company's 1998 Incentive Compensation Plan, which
is intended to further align the interests of stockholders, employees and
non-employee directors by providing various long-term cash incentives and stock
based awards. The plan was approved by shareholders at the 1998 annual meeting.
The Committee also approved the establishment of the Company's Option Gain
Deferral Program, a tax-deferred vehicle that allows eligible officers and
managers to increase their stock ownership and linkage to the Company's success
by deferring taxable gains from the exercise of long-term incentive awards into
stock units payable in stock in future years.
Section 162 of the Internal Revenue Code generally limits to $1 million the
deductibility of compensation paid to certain executives, with some exceptions
for certain performance-based and other compensation. The Committee believes
that its primary objectives are to attract, retain and award executive talent in
a manner that is in the best interests of both the Company and its stockholders.
Accordingly, the Committee will consider the appropriate balance with tax
deductibility levels, but will not necessarily be limited by Section 162, as it
determines executive compensation strategy.
Mr. Dennis C. Fill participated in the compensation recommendations related
to executive officer base salary increases and stock option grants in 1998,
including those for Mr. Rosso and Mr. Wareham. Mr. Van B. Honeycutt, a member of
the committee as of January 1, 1999 replacing Mr. Fill, participated only in the
discussions related to annual incentive plan awards and individual performance
results for the 1998 Annual Incentive Plan award payments.
Organization and Compensation
Committee
William N. Kelley, Chair
Hugh K. Coble
Van B. Honeycutt
Betty Woods
17
<PAGE> 21
PERFORMANCE GRAPH(1)
The line graph below compares the cumulative total stockholder return on
Beckman Coulter's common stock (based on its market price and assuming
reinvestment of dividends) with the S&P 500 Composite Index and the S&P 500
Medical Products Index for the last five fiscal years.
Stock price performance shown on the graph is not necessarily indicative of
future price performance and in no way reflects the Company's forecast of future
financial performance.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
BECKMAN COULTER S&P 500 S&P MED. PROD.
--------------- ------- --------------
<S> <C> <C> <C>
12/93 100.00 100.00 100.00
12/94 103.00 101.00 119.00
12/95 133.00 139.00 200.00
12/96 146.00 171.00 230.00
12/97 155.00 229.00 287.00
12/98 212.00 294.00 413.00
</TABLE>
- ---------------
* Assumes $100 invested on December 31, 1993.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has appointed the Audit Committee, whose members and functions
are described under "Additional Information about the Board of
Directors -- Committees of the Board" above. Upon recommendation of the Audit
Committee, the Board has appointed the firm of KPMG LLP as the Company's
independent accountants for the current year. KPMG LLP has served as auditor of
the Company since it was selected in March 1990 to serve as the Company's
independent accountant for the year ended December 31, 1990.
Representatives of KPMG LLP are expected to be present at the Annual
Meeting, will have the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions.
- ---------------
(1) THIS SECTION IS NOT "SOLICITING MATERIAL," IS NOT DEEMED FILED WITH THE SEC
AND IS NOT TO BE INCORPORATED BY REFERENCE IN ANY FILING OF THE COMPANY
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934,
WHETHER MADE BEFORE OR AFTER THE DATE HEREOF AND IRRESPECTIVE OF ANY
GENERAL INCORPORATION LANGUAGE IN ANY SUCH FILING.
18
<PAGE> 22
ANNUAL REPORT
A copy of the 1998 Annual Report to stockholders which includes the
financial statements, but excludes Form 10-K exhibits, is being mailed to each
stockholder of record as of February 8, 1999, together with the proxy materials.
DEADLINE FOR STOCKHOLDER PROPOSALS
Any proposal of an eligible stockholder intended to be presented at the
Company's 2000 annual meeting must be received in writing by the Secretary of
the Company on or before November 9, 1999, if the proposal is to be considered
by the Board for inclusion in the Company's proxy materials for that meeting.
OTHER BUSINESS
PRESENTED BY MANAGEMENT
The Board does not intend to present any business at the Annual Meeting
other than as stated above. As of the date of this Proxy Statement, neither the
Board nor Management knows of any other matters to be brought before the
stockholders at this Annual Meeting. If any other matters properly come before
the meeting, action may be taken thereon pursuant to the proxies in the form
enclosed, which confer discretionary authority on the persons named therein or
their substitute with respect to such matters.
PRESENTED BY STOCKHOLDERS
The Company's By-Laws contain certain advance notice procedures which
stockholders must follow to submit proposals for consideration at future
stockholder meetings, including also the nomination of persons for election as
director. Such items of business must be submitted in writing to the Secretary
of the Company at the Company's headquarters (address shown on Page 1 of this
Proxy Statement) and must be received no later than 60 days prior to the
scheduled annual meeting date. Thus, unless the Company discloses a change in
the scheduling of the next annual meeting, April 6, 2000, stockholder proposals
for consideration at that meeting must be received by the Secretary of the
Company by February 6, 2000. If the scheduled meeting date is changed and the
Company does not provide at least 70 days' advance notice or public disclosure
of the change, then stockholders have until the close of business on the 10th
day after the date the Company gave notice or publicly disclosed the changed
date of the annual meeting in which to submit proposals. In addition, the notice
must meet all requirements contained in our By-Laws. Stockholders may contact
the Secretary of the Company at our company headquarters for a copy of the
relevant By-Law provisions regarding requirements for making stockholder
proposals and nominating director candidates.
By Order of the Board of Directors
/s/ WILLIAM H. MAY
WILLIAM H. MAY
Vice President, General Counsel and
Secretary
March 8, 1999
19
<PAGE> 23
BECKMAN COULTER, INC.
PROXY/VOTING INSTRUCTION CARD
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
BECKMAN COULTER, INC. HEADQUARTERS, FULLERTON, CALIFORNIA
THURSDAY, APRIL 8, 1999, 10:00 A.M.
The undersigned hereby authorizes and appoints Charles A. Haggerty and
Gavin S. Herbert and each of them, as true and lawful agents and proxies with
full power of substitution in each, to represent the undersigned as indicated on
the reverse side hereof and in their discretion on all matters as may come
before the 1999 Annual Meeting of Stockholders or any adjournments or
postponements thereof.
Nominees for Director for Term Expiring in 2002:
Hugh K. Coble, Van B. Honeycutt, John P. Wareham, Betty Woods
This card provides voting instructions, as applicable, to (1) the appointed
proxies for shares held of record by the undersigned (including shares, if any,
held under the Company's Dividend Reinvestment Plan and in First Chicago book
entry accounts for certain employee purchases) and (2) the Trustee for shares,
if any, held on behalf of the undersigned in the Company's Savings Plan.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE SHARES ON
YOUR BEHALF UNLESS YOU SIGN AND RETURN THIS CARD.
--------------
SEE REVERSE
SIDE
--------------
- --------------------------------------------------------------------------------
*FOLD AND DETACH HERE*
BECKMAN COULTER, INC.
CORPORATE HEADQUARTERS
4300 N. HARBOR BOULEVARD
FULLERTON, CA 92835
(714) 871-4849 o (562) 691-0841
[MAP]
Parking will be available at the corner of Harbor Blvd. and Lambert Road. To
enter the parking area continue north on Harbor Blvd., turn right on Lambert
Road and then immediately turn right into first parking entrance.
<PAGE> 24
<TABLE>
<S> <C>
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
- ---------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. Election of FOR WITHHELD
Directors [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s)
--------------------------
- ------------------------------------------------------------------------------------------------------------
Please check this box if you [ ]
plan to attend the Annual Meeting.
The signer hereby revokes all instructions here-
tofore given by the signer to vote at said meeting or
any adjournment thereof.
NOTE: Please date and sign exactly as name
appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
--------------------------------------------------------
--------------------------------------------------------
SIGNATURE(S) DATE
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*FOLD AND DETACH HERE*
Dear Stockholder:
The annual meeting of stockholders of Beckman Coulter, Inc. will be held on
Thursday, April 8, 1999, at 10:00 am. We urge you to promptly sign, date and
return the attached proxy card in the envelope provided.
If you plan to attend the meeting, please mark the box provided on the proxy
card above.
If shares are held on your behalf under the Beckman Coulter, Inc. Savings Plan,
the proxy card provides instructions to the plan's trustee who then votes the
shares. Your instructions must be received by April 5, 1999 in order to be
included in the tabulation for the trustee's vote; otherwise, the shares held
on your behalf under the plan will not be voted at the Annual Meeting.
The Company may send you more than one set of proxy materials if your holdings
are registered differently on the stock registration records. Please sign, date
and return all Proxy/Instruction Card enclosed in each of these sets.
The meeting is being held at Beckman Coulter's headquarters located at 4300 N.
Harbor Boulevard, Fullerton, California. On the reverse side of this letter is a
map of the area. Reserved parking will be in our northwest parking area located
at the corner of Harbor and Lambert. To enter the parking area continue north on
Harbor Blvd., turning right on Lambert Road and then immediately turn right into
the first parking entrance.
If you have any questions concerning the meeting, please contact Cynthia
Skoglund at (714) 773-8213.
<PAGE> 25
TRUSTEE VOTING INSTRUCTION CARD
BECKMAN COULTER, INC. ("BECKMAN COULTER") BENEFIT EQUITY TRUST
The Board of Directors of Beckman Coulter has solicited a proxy from
Mellon Bank, N.A., as Trustee for the Beckman Coulter Benefit Equity Trust, on
matters presented at the Beckman Coulter Annual Meeting of Stockholders, April
8, 1999, and any adjournments or postponements thereof. The undersigned directs
the Trustee, on the reverse side hereof, on the vote upon the nominees for
Director for the term expiring in 2002:
Hugh K. Coble, Van B. Honeycutt, John P. Wareham, Betty Woods
This card constitutes voting instructions to the Trustee only.
Completion of this card does not imply, create or bestow on the undersigned any
ownership or other rights to assets in the Beckman Coulter Benefit Equity
Trust. All shares of Beckman Coulter Common Stock held in the Trust on the
Record Date will be voted as directed in proportion to the number of responses
received by the Trustee.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO INSTRUCT THE
TRUSTEE TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
*FOLD AND DETACH HERE*
<PAGE> 26
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE INSTRUCTION CARD MUST BE PROPERLY EXECUTED IN ORDER FOR SHARES TO BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF PROPERLY EXECUTED, BUT NO
DIRECTION IS INDICATED, IT WILL BE COUNTED AS A VOTE FOR PROPOSAL 1.
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
________________________________________________________________________________
FOR WITHHELD
1. Election of [ ] [ ]
Directors
(see reverse)
For, except vote withheld from the following nominee(s)
_________________________________
________________________________________________________________________________
NOTE: Please date and sign your name exactly as
it appears hereon.
_______________________________________________
SIGNATURE DATE
- --------------------------------------------------------------------------------
*FOLD AND DETACH HERE*
[LOGO] MELLON TRUST
A T T E N T I O N
TRUSTEE VOTING INSTRUCTION INFORMATION
BENEFIT EQUITY TRUST
PLEASE COMPLETE AND RETURN THE ABOVE "TRUSTEE VOTING INSTRUCTION CARD". IT
MUST BE RECEIVED BY APRIL 5, 1999 TO ENABLE TABULATION IN TIME FOR THE 1999
ANNUAL MEETING. A RETURN ENVELOPE (U.S. POSTAGE PAID) IS PROVIDED.
The Benefit Equity Trust was established to assist Beckman Coulter in
meeting its stock-based obligations. You do not have any interests,
entitlements, claims, ownership or beneficial ownership in any stock or other
assets of the Beckman Coulter Benefit Equity Trust. However, pursuant to the
terms of this trust, we as trustee hereby request your assistance as a recent
participant in the Beckman Coulter Employees' Stock Purchase Plan by directing
the vote of the trust's holding of Beckman Coulter Common Stock.
ALL BECKMAN COUNTER COMMON STOCK SHARES HELD IN THE TRUST WILL BE VOTED BY
MELLON BANK, N.A., AS TRUSTEE, AND THE VOTE WILL BE IN THE SAME PROPORTIONS AS
THE NUMBER OF INSTRUCTIONS RECEIVED BY US. ACCORDINGLY, WE ARE LOOKING FORWARD
TO YOUR ASSISTANCE IN PROVIDING US WITH YOUR VOTING PREFERENCES AND ENCOURAGE
YOU TO COMPLETE AND RETURN THE ABOVE TRUSTEE VOTING INSTRUCTION CARD.
MELLON BANK, N.A., TRUSTEE
Beckman Coulter, Inc.
Benefit Equity Trust
March 1999
* A "PROXY/VOTING INSTRUCTION CARD" MAY ALSO BE ENCLOSED OR YOU MAY HAVE
RECEIVED MORE THAN ONE PACKAGE OF PROXY MATERIALS DEPENDING ON DIFFERENCES IN
THE RECORDING OF YOUR NAME ON EMPLOYEE AND STOCK REGISTRATION RECORDS. PLEASE
COMPLETE AND RETURN ALL CARDS RECEIVED. YOU MAY USE THE SAME RETURN ENVELOPE
FOR ALL CARDS.
