<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
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Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Augat Inc.
(Name of Registrant as Specified In Its Charter)
Augat Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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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<PAGE> 2
AUGAT INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
Notice is hereby given that the Annual Meeting of Shareholders of Augat
Inc. (the "Company") will be held at The Enterprise Room, State Street Bank and
Trust Company, 5th Floor, 225 Franklin Street, Boston, Massachusetts, on
Tuesday, April 25, 1995 at 1:30 P.M. for the following purposes:
1. To elect four Directors in Class III to serve until the 1998 Annual
Meeting of Shareholders or until their successors are elected and
qualify.
2. To consider and act upon a proposal to ratify the employment of
Deloitte & Touche LLP as the Company's auditor for 1995.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 2, 1995 as
the record date for the determination of the shareholders entitled to notice of
and to vote at the Annual Meeting of Shareholders and at any adjournment
thereof.
Attention is directed to the Proxy Statement printed on the following
pages.
By order of the Board of Directors
THOMAS E. NEELY, Clerk
March 24, 1995
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE
AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY PROMPTLY.
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<PAGE> 3
AUGAT INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1995
SOLICITATION OF PROXIES
This Proxy Statement is being furnished on or about March 24, 1995 to all
shareholders of Augat Inc. (the "Company") of record on March 2, 1995 in
connection with the solicitation by the Board of Directors of the Company of
proxies in the form enclosed, for use at the annual meeting of shareholders to
be held on April 25, 1995, and at any adjournments thereof. Any proxy may be
revoked at any time prior to its exercise by a written notification of such
revocation addressed to the Clerk at the Company's principal office or by
signing another proxy of a later date or by personally voting at the meeting of
shareholders. The Company's principal office is at 89 Forbes Boulevard, Post
Office Box 448, Mansfield, Massachusetts 02048. EACH PROXY WILL BE VOTED FOR ALL
PROPOSALS IF NO CONTRARY INSTRUCTION IS INDICATED IN THE PROXY.
The Annual Report of the Company for the year ended December 31, 1994
including financial statements is being sent to shareholders with this Proxy
Statement, but is not to be considered a part of the proxy solicitation
material.
At the close of business on March 2, 1995, the record date for determining
the shareholders entitled to vote at the annual meeting, there were outstanding
19,500,172 shares of the common stock, $.10 par value, of the Company entitled
to vote with respect to the matters to be considered at the meeting. Each share
has the right to one vote.
A majority in interest of the issued and outstanding common stock entitled
to vote constitutes a quorum at the annual meeting. The affirmative vote of the
holders of a plurality of the shares of common stock present or represented at
the annual meeting is required for the election of directors. The affirmative
vote of the holders of a majority of the shares of common stock present or
represented at the annual meeting is required for the approval of the
ratification of the selection by the Board of Directors of Deloitte & Touche LLP
as the Company's auditor for 1995. Shares of common stock represented in person
or by proxy (including shares which abstain or do not vote with respect to one
or more of the matters presented for shareholder approval) will be counted for
purposes of determining whether a quorum is present at the annual meeting.
Abstentions will be treated as shares that are present and entitled to vote for
purposes of determining the number of shares present and entitled to vote with
respect to any particular matter, but will not be counted as a vote in favor of
such matter. Accordingly, an abstention from voting on a matter has the same
legal effect as a vote against the matter. If a broker or nominee holding stock
in "street name" indicates on the proxy that it does not have discretionary
authority to vote as to a particular matter, those shares will not be considered
as present and entitled to vote with respect to such matter.
The cost of soliciting proxies will be borne by the Company. The Company
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072, to aid in the solicitation of proxies. For these
services, the Company will pay Corporate Investor Communications, Inc. a fee of
$4,500 and reimburse it for certain out-of-pocket disbursements and expenses. In
addition, the officers, directors and regular employees of the Company, without
any additional compensation, may solicit proxies by mail, telephone or personal
contact. The Company will also request stockbrokers, banks and other fiduciaries
to forward proxy material to their principals or customers who are the
beneficial owners of shares, and will reimburse them for their expenses.
1
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 2, 1995,
with respect to the beneficial ownership of the Company's common stock by (i)
each person known by the Company to beneficially own more than 5% of the
outstanding shares of common stock, (ii) each executive officer of the Company
named in the Summary Compensation Table set forth in this Proxy Statement and
(iii) all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
PERCENT OF
SHARES OUTSTANDING
BENEFICIALLY COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED STOCK(1)
----------------------------------------------- ------------ -----------
<S> <C> <C>
Fidelity Management & Research Group........... 2,526,820(2) 12.9
82 Devonshire Street
Boston, Massachusetts 02109
Mitchell Hutchins Asset Management............. 1,587,000(2) 8.1
1285 Avenue of the Americas
New York, New York 10019
Norwest Corporation............................ 1,543,650(2) 7.9
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479
Marcel P. Joseph............................... 136,619(3) .7
Chairman of the Board of Directors
William R. Fenoglio............................ 28,000 (a)
President and Chief Executive Officer
Anthony F. Lefkowicz........................... 29,000(3) (a)
Vice President and General Manager
Wiring Systems and Components Business
Larry E. Buffington............................ 22,376(3) (a)
Vice President and General Manager
Communication Products Business
Ellen B. Richstone............................. 13,625(3) (a)
Vice President and Chief Financial Officer
L. Ronald Hoover............................... 8,426(3) (a)
Vice President Business and
Technology Development
All directors and officers as a group (23 544,550(4) 2.8
persons).....................................
</TABLE>
- ---------------
(a) Less than one percent
(1) Including as shares outstanding those which officers and directors may
acquire within 60 days upon exercise of stock options.
(2) The above information is based upon a Schedule 13D or 13G filed with
the Securities and Exchange Commission as of December 31, 1994.
(3) The amounts include the following shares that may be acquired within 60
days pursuant to outstanding stock options: Marcel P. Joseph, 58,500 shares;
Anthony F. Lefkowicz, 17,000 shares; Larry E. Buffington, 12,250 shares; Ellen
B. Richstone, 9,000 shares and L. Ronald Hoover, 1,750 shares.
2
<PAGE> 5
(4) The number of shares stated as being beneficially owned by all
directors and officers as a group includes 160,825 shares with respect to which
beneficial ownership may be acquired within 60 days, and includes an aggregate
of 205,733 shares believed to be beneficially owned by spouses, relatives
sharing their homes or by trusts with which directors or officers are
associated. See footnotes to the information concerning directors on page 4. The
inclusion of such shares does not constitute an admission by such directors or
officers that they are beneficial owners of these shares.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The By-Laws of the Company provide that there shall be three classes of
directors as nearly equal in number as possible, with one class elected each
year to serve for a term of three years. The term of office of directors in
Class III expires this year. The Board of Directors has set the number of
directors in Class III at four, and it is proposed that the following
individuals be elected to the Board of Directors in that class:
William R. Fenoglio, Jerald G. Fishman, John N. Lemasters and David V. Ragone
UNLESS THE ENCLOSED PROXY IS MARKED TO INDICATE A VOTE AGAINST ANY ONE OR
MORE OF THE NOMINEES, THE PERSONS NAMED IN THE ENCLOSED PROXY WILL VOTE TO ELECT
AS DIRECTORS IN CLASS III THE INDIVIDUALS NAMED ABOVE.
In the event that any nominee for election should become unavailable, the
persons acting under the proxy may vote for the election of a substitute as may
be determined by the Board of Directors or a vacancy may be left to be filled
subsequently by the Board of Directors. The Company has no reason to believe
that any nominee will become unavailable. The enclosed proxy cannot be voted for
a greater number of persons than four.
Information about each nominee and each other director whose term continues
after the meeting, and their beneficial ownership of the Company's common stock
at March 2, 1995, is as follows:
<TABLE>
<CAPTION>
SHARES OF
FIRST COMMON STOCK PERCENTAGE OF
BECAME BENEFICIALLY OUTSTANDING
NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR OWNED COMMON STOCK
- ------------------------------------------------------------ ---- -------- ------------- --------------
<S> <C> <C> <C> <C>
Class III Nominees -- Term to Expire in 1995
William R. Fenoglio.................................... 55 1994 28,000 (a)
President and Chief Executive Officer
Jerald G. Fishman+..................................... 49 1992 2,500(1) (a)
President and Chief Operating Officer,
Analog Devices, Inc.
John N. Lemasters+..................................... 61 1988 4,250(1) (a)
Retired Corporate Executive
David V. Ragone#*...................................... 64 1979 9,500(1) (a)
Partner -- Ampersand Specialty Materials Ventures
and Senior Lecturer, Department of Materials Science,
Massachusetts Institute of Technology
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF
FIRST COMMON STOCK PERCENTAGE OF
BECAME BENEFICIALLY OUTSTANDING
NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR OWNED COMMON STOCK
- --------------------------------------------------------- --- -------- ------------- --------------
<S> <C> <C> <C> <C>
Class II Directors -- Term to Expire in 1996
Samuel S. Dennis 3d+................................ 84 1969 206,252(2) 1.0
Sole owner of a Professional Corporation
which is a partner of Hale and Dorr,
Counsel for the Company
Vernon R. Alden+#................................... 72 1979 15,750(1)(3) (a)
Director and Trustee of several organizations,
Former Chairman, The Boston Company, Inc.
Thomas L. King+#.................................... 64 1993 2,250(1) (a)
Chairman, President and Chief Executive Officer,
Standex International Corporation
John D. Curtin, Jr.*................................ 61 1994 3,250(1) (a)
Executive Vice President, Cabot Corporation
Class I Directors -- Term to Expire in 1997
Marcel P. Joseph#................................... 59 1988 136,619(4) .7
Chairman of the Board
Alan J. Zakon#*..................................... 59 1989 11,750(1) (a)
Director of several corporations,
Former Chairman, Boston Consulting Group
Bruce L. Crockett*.................................. 50 1994 1,750(1) (a)
President and Chief Executive Officer,
COMSAT Corporation
<FN>
- ---------------
+ Member of Compensation Committee
* Member of Audit Committee
# Member of Nominating Committee
- ---------------
(a) Less than one percent
- ---------------
(1) For all directors (other than Messrs. Dennis and Joseph), includes the beneficial ownership of
options which may be exercised within 60 days as follows: Mr. Fishman -- 2,500 shares; Mr. Lemasters --
3,750 shares; Mr. Ragone -- 3,750 shares; Mr. Alden -- 7,500 shares; Mr. King -- 1,250 shares; Mr. Curtin
- -- 1,250 shares; Mr. Zakon -- 6,250 shares; Mr. Crockett -- 1,250 shares.
(2) Includes 203,052 shares held by trusts of which Mr. Dennis is a trustee in which neither Mr.
Dennis nor any other director or officer has any beneficial interest.
(3) Includes 1,500 shares owned by Mr. Alden's wife as to which he disclaims any beneficial interest.
(4) Includes 1,000 shares owned by Mr. Joseph's wife as to which he disclaims any beneficial interest
and 58,500 shares which he has the right to acquire within 60 days upon the exercise of stock options.
During the past five years each director has had the principal occupation or employment shown on the
table except as follows:
Mr. Fenoglio was elected President and Chief Operating Officer of the Company on September 6, 1994 and
on December 20, 1994, he was elected Chief Executive Officer of the Company. For the period 1985 to 1994,
he was with Barnes Group Inc serving as President and Chief Operating Officer from 1985 to 1991 and Chief
Executive Officer from 1991 to 1994 of that corporation. For twenty-four years prior to that he was with
</TABLE>
4
<PAGE> 7
the General Electric Company serving in various management positions, the last
being Vice President and General Manager of the Motor Division.
Mr. Fishman has been President and Chief Operating Officer of Analog
Devices, Inc. since November 1991 and he serves on its Board of Directors. He
served as Executive Vice President of that corporation for the period August
1988 to November 1991. For the six years prior to that he was Group Vice
President -- Components with that corporation.
Mr. Lemasters was Chairman of the Board, President and Chief Executive
Officer of Computer Products, Inc. from March 1988 to August 1994. From 1985 to
1987 he was President and Chief Executive Officer of Contel Corporation.
Mr. Ragone has been Partner -- Ampersand Specialty Materials Ventures since
April 1992 and was General Partner of Ampersand from May 1989 to April 1992.
Since July 1987 he has been Senior Lecturer, Department of Materials Science,
Massachusetts Institute of Technology.
Mr. King has been Chairman of the Board of Standex International
Corporation since January 1992, President of that corporation since August 1984
and Chief Executive Officer of that corporation since July 1985.
Mr. Curtin has been Executive Vice President of Cabot Corporation since
October 1992 and he serves on its Board of Directors. He was Executive Vice
President and Chief Financial Officer of that corporation for the period July
1989 to October 1992. For the fifteen years prior to that he was President,
Chief Executive Officer and a director of Curtin & Co., Incorporated. He became
a director of the Company and member of the Audit Committee effective February
1994.
Mr. Joseph was elected Chairman of the Board effective February 28, 1989.
He was elected President and Chief Executive Officer of the Company on February
29, 1988 and retired as President and Chief Executive Officer on December 20,
1994. For the period April 1985 to February 1988 he was with Communications
Satellite Corporation where he served as Executive Vice President and President
and Chief Operating Officer.
Mr. Zakon was Managing Director, Bankers Trust Company from May 1989 to
December 1994. Prior to that he was associated with the Boston Consulting Group
for more than twenty years. He was elected Chairman of the Board of that firm in
May 1985 and for five years prior to that he was Chief Executive Officer.
Mr. Crockett has been President and Chief Executive Officer of COMSAT since
February 1992 and he serves on its Board of Directors. He was President and
Chief Operating Officer of that corporation for the period April 1991 to
February, 1992. For the four years prior to that he was President COMSAT World
Systems Division. He became a director of the Company and member of the Audit
Committee effective February 1994.
In addition, certain of these individuals serve as directors of other
publicly-held corporations as follows:
Mr. Ragone is a director of Cabot Corporation and SIFCO Industries
Incorporated.
Mr. Dennis is a director of Standex International Corporation. He is sole
owner of a professional corporation that is a partner of Hale and Dorr, which
has acted as general counsel to the Company for a number of years.
Mr. Alden is a director of Colgate-Palmolive Company, Digital Equipment
Corporation, Intermet Corporation and Sonesta International Hotels Corp.
5
<PAGE> 8
Mr. Fenoglio is a director of Southern New England Telephone Co.
Mr. Joseph is a director of Barnes Group Inc.
Mr. Zakon is a director of Arkansas-Best Freight Corporation, Autotote
Corporation, Hechinger Corporation and Laurentian Capital.
Mr. Fishman is a director of Chipcom Corporation and Kollmorgen Corp.
Mr. Crockett is a director or trustee of funds of The AIM Management Group,
Inc.
Mr. Curtin is a director of Imperial Holly Corporation.
Mr. Lemasters is a director of Computer Products Inc. and Dialogic Inc.
BOARD AND COMMITTEE MEETINGS
In 1994 the Company's Board of Directors held nine meetings. Each incumbent
director attended more than 85% of the aggregate number of such meetings. With
respect to meetings of committees of the Board, each committee member attended
more than 75% of the meetings of which he was a member, except for Messrs.
Dennis and Lemasters who attended 60% of the committee meetings.
The Audit Committee, consisting of Messrs. Crockett (Chairman), Curtin,
Ragone and Zakon, held three meetings during the year. The Audit Committee
reviews with the auditors the scope of the audit work performed and questions
arising in the course of such work, and inquiries as to other pertinent matters
such as the adequacy of internal accounting controls, financial reporting,
security and personnel staffing.
The Compensation Committee, which is responsible for determining the
compensation for the key executives of the Company and its subsidiaries, held
three meetings during the year. Its membership consists of Messrs. Alden
(Chairman), Dennis, Fishman, King and Lemasters.
The Nominating Committee, consisting of Messrs. Ragone (Chairman), Alden,
Joseph, King and Zakon, held one meeting during the year. The duties of the
Committee are to recommend the criteria for the composition and size of the
Board and to seek out and recommend nominees for Directors to be submitted to a
vote of shareholders. The Committee will consider nominees recommended in
writing by shareholders if certain information is provided regarding the
nominees. Recommendations must be received on or before November 25, 1995.
Shareholders who wish to recommend nominees for directors should submit such
recommendations to the Company's Clerk, 89 Forbes Boulevard, P.O. Box 448,
Mansfield, Massachusetts 02048, who will forward such recommendations to the
Nominating Committee.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, 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 Common Stock and other equity
securities of the Company. Officers, directors and greater than ten-percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. To the Company's knowledge, based solely
on a review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the year ended
December 31, 1994 all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with.
6
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive compensation program is designed to align executive
compensation with financial performance, business strategies and Company values
and objectives. This program seeks to enhance the profitability of the Company,
and thereby enhance shareholder value, by linking the financial interests of the
Company's executives with those of the shareholders. Under the guidance of the
Company's Compensation Committee of the Board of Directors, the Company has
developed and implemented an executive compensation program to achieve these
objectives while providing executives with compensation opportunities that are
competitive with companies of comparable size in related industries.
In applying this philosophy, the Compensation Committee has established a
program to accomplish the following objectives:
- attract and retain executives of outstanding abilities who are critical
to the long-term success of the Company.
- reward executives for achievement of internal Company goals as well as
for Company performance relative to industry performance levels.
- reward executives for long-term strategic management and the enhancement
of shareholder value by providing equity ownership in the Company.
Through these objectives, the Company integrates its compensation programs
with its annual and long-term strategic planning.
EXECUTIVE COMPENSATION PROGRAM
The Compensation Committee, which is comprised solely of non-employee
Directors, approves the executive compensation program on an annual basis,
including specified levels of compensation for all executive officers. The
Company's executive compensation program has been designed to implement the
objectives described above and is comprised of the following fundamental three
elements:
- a base salary that is determined by individual contributions and
sustained performance within an established competitive salary range.
- an annual cash bonus that is directly tied to corporate and business unit
financial performance measures as well as the achievement of individual
business-related objectives.
- a long-term incentive program that rewards executives when shareholder
value is created through an increase in the market value of the Company's
common stock or through significant performance achievements that enhance
the long-term success of the Company. Stock option grants and restricted
stock unit awards focus executives on managing the Company from the
perspective of an owner with an equity position in the business.
Each of these three elements of compensation is discussed below.
Base Salary. Base salary levels for the Company's executive officers are
determined based primarily on salary levels at companies of comparable size
within the electronics and electrical industry. Salary data for such
determinations is obtained through established outside independent services,
specializing in compensation surveys representing a significant number of
comparable industry companies, including two companies within the Peer Group
identified on page 13. Based upon these independent compensation surveys, the
7
<PAGE> 10
Company establishes a base salary range for each executive officer. The midpoint
of each of the Company's executive officer's salary range is at least equal to
the level of compensation for the comparable position reported in the surveys.
Salaries for executive officers are reviewed by the Compensation Committee
on an annual basis. In determining salary adjustments, the Compensation
Committee considers individual performance and contributions to the Company as
well as the executive officer's position within the base salary range.
Annual Incentive Compensation. Annual incentives for the Company's
executive officers are intended to reflect the Company's belief that management
can make significant contributions to enhance shareholder value by achieving
Company objectives and maximizing earnings. Accordingly, the Company has
developed a management bonus plan that awards cash bonuses based on the
achievement of certain objectives relating to profit-before-tax ("PBT"),
earnings per share, sales and cash flow. Under this program, bonus awards
consist of mandatory and discretionary segments, with such segments comprising
75% and 25%, respectively, of the potential award for each participant. The
discretionary segment of an award is based on individual accomplishments
measured against certain non-budgeted objectives (primarily inventory turns,
accounts receivable, expenses, capital, customer service, market share, safety
and environmental compliance and program management) and exceptional
contributions to the Company.
Bonuses for executive officers are awarded under this program based upon
PBT and cash flow objectives at the corporate level and based on PBT, sales
objectives and cash flow targets at the Company's various divisional levels.
Each division of the Company is assigned PBT, sales and cash flow objectives,
while overall PBT objectives, comprised of an aggregate of PBT objectives at the
divisional levels, are set at the corporate level. Participants in the bonus
program at the divisional level are subject to the above divisional objectives
and, similarly, participants at the corporate level are subject to the above
corporate level objectives. Bonuses for the Chief Executive Officer, President
and Chief Financial Officer of the Company are based on PBT and earnings per
share objectives at the corporate level.
No participants are eligible for a bonus until a minimum threshold of 75%
of the targeted objectives in any given year is achieved. Attainment of
thresholds of 75%, 80% or 90%, respectively, of the targeted objectives results
in bonus eligibility of 25%, 40% and 70%, respectively, of targeted bonus awards
for such year. For each participant in the bonus program, targeted bonus awards
in any given year are determined by multiplying a target incentive percentage by
such participant's base salary. Target incentive percentages increase for higher
positions within the Company.
The Compensation Committee meets in February of each year to review the
results for the prior fiscal year ending December 31. Bonuses, if any, are
determined at this time and paid based on the prior year's performance. Bonuses
were paid to all executive officers in 1994 based upon 1993 results. In February
1995, the Committee awarded bonuses to executive officers, including Messrs.
Joseph and Fenoglio, who each served during 1994 as Chief Executive Officer and
President, based upon achieving certain financial objectives. Such bonus amounts
are included in the Summary Compensation Table for each named executive.
The Company believes that this bonus program provides an important link
between shareholder value and incentives paid to executive officers.
Long-Term Incentive Compensation. The Company's long-term incentive
compensation program is implemented through the grant of stock options and
restricted stock awards. This program is intended to align executive interests
with the long-term interests of shareholders by linking executive compensation
with shareholder enhancement. In addition, the program motivates executives to
improve long-term stock market performance by allowing them to develop and
maintain a significant, long-term equity ownership position in the Company's
Common Stock. Stock options are granted at prevailing market rates and will only
have value
8
<PAGE> 11
if the Company's stock price increases in the future. Stock option grants vest
in equal annual amounts over a five-year period. Further, executives must be
employed by the Company at the time of vesting in order to exercise the options.
To date, restricted stock awards have been minimal and have been limited to
individuals whose performance the Company believes can significantly improve
Company earnings.
The Company employs a formula to determine the number of shares subject to
option grants to executive officers in any given year. The targeted number of
shares to be covered by such option grants to each participant is based upon a
long-term compensation factor multiplied by base salary and then divided by the
present value of an assumed discounted future appreciation of the Common Stock.
The long-term compensation factor is based on the compensation survey data for
similar positions with companies of comparable size in related industries, as
discussed under "Annual Incentive Compensation" above.
Stock option awards are determined in December of each year by the
Compensation Committee (based upon the established range for each individual),
upon consideration of management recommendations for each participant, financial
results for the current fiscal year and prior stock option awards. With respect
to the Chief Executive Officer, the Compensation Committee reviews his
performance and determines an appropriate award, if any.
Chief Executive Officer Compensation. The Compensation Committee evaluates
the performance of the Chief Executive Officer on an annual basis and reports
their assessment to the outside members of the Board of Directors. Their
assessment of the Chief Executive Officer is based on a number of factors,
including the following: achievement of short- and long-term financial and
strategic targets and objectives, considering factors such as sales, earnings
per share and PBT; Company position within the industries in which it competes,
including market share; overall economic climate and individual contribution to
the Company.
On January 3, 1991, the Company entered into an Employment Agreement with
Mr. Joseph, which provides for a three-year term, commencing on March 7, 1991,
renewable for subsequent two-year periods. This Agreement provides for a minimum
annual base salary of $420,000 as well as retirement, insurance, medical and
other fringe benefits. Mr. Joseph is also entitled to additional vesting under
the Company's retirement plan in the event of a change in control or termination
without cause. Before entering into this Agreement, an independent management
compensation consulting group, engaged by the Compensation Committee, reviewed
the proposed agreement and determined that the benefits to Mr. Joseph were
comparable to commitments and incentives offered by other companies of similar
size and that such Agreement was in the best interests of the Company's
shareholders.
Mr. Joseph's annual base salary was increased from $445,000 to $500,000
effective March 1, 1994. On July 19, 1994, the Company extended Mr. Joseph's
employment agreement as President and Chief Executive Officer through December
31, 1994. The agreement provides that Mr. Joseph will serve as Chairman of the
Board of Directors, will provide assistance to senior management for 1995 and
will receive an annual salary of $500,000 in 1995. In addition, the agreement
provides for relocation costs and a lump sum payment from the Augat Inc.
Supplementary Employee Retirement Plan in 1995. In addition, Mr. Joseph was
awarded options to purchase 40,000 shares of common stock in December, 1994 and
a bonus of $450,000 in February, 1995, based upon the achievement of profit
before taxes and earnings per share objectives discussed above under "Annual
Incentive Compensation." This bonus reflects the Company's improved financial
performance in 1994, which included an increase in profit before taxes of 68%
and earnings per share of 64% compared to 1993.
On September 6, 1994, the Company entered into an Employment Agreement with
William R. Fenoglio pursuant to which Mr. Fenoglio will serve as President and
Chief Operating Officer and, since December 20, 1994 as Chief Executive Officer.
The Agreement provides for a three-year term, renewable for a subsequent two
year period. Mr. Fenoglio will receive a minimum annual salary of $400,000, as
well as retirement,
9
<PAGE> 12
insurance, medical and other fringe benefits. Mr. Fenoglio was awarded options
to purchase 100,000 shares of common stock in 1994 and a bonus of $115,000 in
February 1995 based upon the achievement of profit before taxes and earnings per
share objectives discussed above under "Annual Incentive Compensation." This
bonus reflects the Company's improved financial performance in 1994, which
includes an increase in profit before taxes of 68% and earnings per share of 64%
compared to 1993. Mr. Fenoglio was also elected a director by the Board on
September 6, 1994.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid during any year to the corporation's Chief Executive Officer and four other
most highly compensated executive officers. The Company intends to comply with
the provisions of Section 162(m).
COMPENSATION COMMITTEE
Vernon R. Alden, Chairman
Samuel S. Dennis 3d
Jerald G. Fishman
Thomas L. King
John N. Lemasters
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and each of the Company's four other most highly compensated
officers, based on salary and bonus earned during 1994.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS
----------------------------------- -----------------------
OTHER RESTRICTED
ANNUAL STOCK SECURITIES ALL OTHER
COMPENSATION AWARDS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) ($)(2) OPTIONS ($)(3)
- --------------------------------------------- ----- --------- -------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Marcel P. Joseph............................. 1994 $490,832 $450,000 $119,500 $210,300 40,000 $41,228
Chairman of the Board of Directors(4) 1993 440,833 350,000 67,000 60,150 70,000 15,255
1992 420,000 -- 45,000 -- 60,000 19,781
William R. Fenoglio.......................... 1994 130,400 115,000 -- 347,250 100,000 113
President and Chief Executive Officer(5) 1993 -- -- -- -- -- --
1992 -- -- -- -- -- --
Anthony F. Lefkowicz......................... 1994 248,083 126,000 -- 21,030 21,300 14,096
Vice President and General Manager -- 1993 236,250 194,250 -- 36,090 13,000 3,205
Wiring Systems and Components Business 1992 225,000 17,500 -- -- 19,000 4,398
Larry E. Buffington.......................... 1994 200,833 110,000 -- 63,090 20,000 9,109
Vice President and General Manager 1993 176,666 126,000 -- 48,120 15,000 1,259
Communications Products Business 1992 160,000 -- 17,568 -- 19,000 --
Ellen B. Richstone........................... 1994 210,000 100,000 -- 21,030 14,200 4,476
Vice President and Chief Financial Officer... 1993 200,000 90,000 -- -- 11,000 --
1992 80,769(6) -- -- 66,900 25,000 --
L. Ronald Hoover............................. 1994 238,500 65,000 -- -- 11,800 11,791
Vice President Business and Technology 1993 236,250 -- -- 36,090 7,000 2,726
Development 1992 225,000 -- -- 41,175 19,000 521
<FN>
- ---------------
(1) The amounts indicated for the named individuals include the incremental cost to the Company for executive perquisite
programs as follows: Mr. Joseph, relocation expenses, $47,000, and tax reimbursements,
</TABLE>
10
<PAGE> 13
$41,000. While other officers receive certain perquisites, such perquisites do
not exceed the lesser of $50,000 or 10% of such officer's salary and bonus.
(2) The following named executive officers were awarded restricted stock in
the indicated amounts and values (valued at $21.13 per share at February 1,
1994, except for Mr. Fenoglio, valued at $23.25 per share at August 17, 1994).
<TABLE>
<CAPTION>
NO. OF SHARES VALUE
-------------- --------
<S> <C> <C>
Mr. Joseph........................................................................ 10,000 $210,300
Mr. Fenoglio...................................................................... 15,000 347,250
Mr. Lefkowicz..................................................................... 1,000 21,030
Mr. Buffington.................................................................... 3,000 63,090
Ms. Richstone..................................................................... 1,000 21,030
</TABLE>
Dividends are paid to all recipients of restricted stock awards at the same time
and at the same rate as paid to all shareholders. The values are calculated
without giving effect to the diminution in value attributable to the
restrictions on such stock. The number and value of the aggregate restricted
stock holdings as of December 31, 1994, based on the closing market price of the
Common Stock on December 30, 1994 of $18.88, are as follows:
<TABLE>
<CAPTION>
NO. OF SHARES VALUE
------------- --------
<S> <C> <C>
Mr. Joseph........................................................................ 13,333 $251,727
Mr. Fenoglio...................................................................... 15,000 283,200
Mr. Lefkowicz..................................................................... 3,000 56,640
Mr. Buffington.................................................................... 5,667 106,993
Ms. Richstone..................................................................... 4,000 75,520
Mr. Hoover........................................................................ 2,000 37,760
<FN>
(3) Amounts reported in this column for 1994 are comprised of the following items:
</TABLE>
<TABLE>
<CAPTION>
VALUE OF
MATCH-SAVINGS INTEREST ON SPLIT-DOLLAR LIFE
AND RETIREMENT DEFERRED INSURANCE
PLAN(a) COMPENSATION(b) PREMIUMS(c)
-------------- ---------------- ------------------
<S> <C> <C> <C>
Marcel P. Joseph....................................... $2,115 $ 27,439 $ 11,674
William R. Fenoglio.................................... -- 113 --
Anthony F. Lefkowicz................................... -- 10,409 3,687
Larry E. Buffington.................................... 2,115 2,599 4,395
Ellen B. Richstone..................................... 2,077 542 1,857
L. Ronald Hoover....................................... 2,133 798 8,860
<FN>
- ---------------
(a) Represents the Company's matching contribution of Common Stock under the Savings and Retirement Plan.
(b) Represents the portion of interest earned on certain deferred compensation above 120% of the applicable federal rate.
(c) Represents the present value calculated for the net premiums paid by the Company and treated as an interest-free loan.
(4) Retired as Chief Executive Officer, effective December 20, 1994.
(5) Elected President and Chief Operating Officer, effective September 6, 1994 and elected Chief Executive Officer, effective
December 20, 1994.
(6) Ms. Richstone became employed by the Company in November, 1992. Such amount includes a hiring bonus of $50,000.
</TABLE>
11
<PAGE> 14
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in calendar year 1994 to each of the named executive officers.
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
--------------------------------------------------- VALUE AT ASSUMED
NUMBER % OF TOTAL ANNUAL RATES OF
OF SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE FOR OPTION TERM(2)
GRANTED IN PRICE EXPIRATION ---------------------------
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---------------------------------------- -------------- ----------- --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Marcel P. Joseph........................ 40,000 7.3% $ 17.75 12/20/99 $ 198,800 $ 433,200
William R. Fenoglio..................... 50,000 9.2% 23.25 8/17/99 325,500 984,000
50,000 9.2% 17.75 12/20/99 248,500 541,500
Anthony F. Lefkowicz.................... 21,300 3.9% 17.75 12/20/99 105,900 230,700
Larry E. Buffington..................... 20,000 3.7% 17.75 12/20/99 99,400 216,600
Ellen B. Richstone...................... 14,200 2.6% 17.75 12/20/99 70,600 153,800
L. Ronald Hoover........................ 11,800 2.2% 17.75 12/20/99 58,600 127,800
- -----------------------------------------------------------------------------------------------------------------------------
All Shareholders........................ N/A N/A N/A N/A 102,117,000 222,517,000
All Optionees........................... 546,000 100 18.75 -- 2,866,500 6,246,000
Optionee Gain as % of all Shareholders
Gain.................................... N/A N/A N/A N/A 2.8% 2.8%
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
- ---------------
(1) The options set forth above become exercisable on a cumulative basis in installments as to 25% of the shares commencing
one year after the date of grant with the balance becoming exercisable in three installments of 25% per year thereafter.
(2) Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the
option term. These gains are based on assumed rates of stock appreciation of 5% and 10% compounded annually from the date the
respective options were granted to their expiration date. Actual gains, if any, on stock option exercises will depend on the future
performance of the common stock and the date on which the options are exercised.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table provides information on Option/SAR exercises in calendar year 1994 by the named executive officers and
the value of such officers' unexercised Options/SARs at December 31, 1994.
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END(#) AT FY-END($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marcel P. Joseph....................... 57,000 $662,000 58,500 135,500 $387,250 $ 487,250
William R. Fenoglio.................... -- -- -- 100,000 -- 56,250
Anthony F. Lefkowicz................... 18,250 222,200 17,000 45,300 125,300 156,300
Larry E. Buffington.................... 8,500 85,000 12,250 44,500 66,700 138,000
Ellen B. Richstone..................... 6,250 81,250 9,000 34,950 53,200 127,700
L. Ronald Hoover....................... 11,000 112,200 12,750 32,800 96,700 150,900
<FN>
- ---------------
(1) The closing price for the Company's common stock as reported by the New York Stock Exchange on December 30, 1994 was
$18.88 per share. Value is calculated on the basis of the difference between the option exercise price and $18.88 multiplied by the
number of shares of common stock underlying the option.
</TABLE>
12
<PAGE> 15
STOCK PERFORMANCE GRAPH
The following chart compares the yearly percentage change in the cumulative
total shareholder return on the Company's common stock during the five years
ended December 31, 1994 with the cumulative total return on the S&P 500 Index
and Peer Group Index. The Peer Group Index consists of Amp, Inc., Amphenol
Corp., Methode Electronics, Inc., Molex Inc., Robinson Nugent Inc. and Thomas &
Betts Corp. The comparison assumes $100 was invested on January 1, 1989 in the
Company's common stock and in each of the foregoing indices and assumes
reinvestment of dividends.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) Peer Group S&P 500 Augat Inc.
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 103.00 96.89 72.91
1991 144.20 126.42 70.50
1992 147.66 136.05 91.35
1993 173.67 149.76 144.98
1994 209.35 151.74 150.55
</TABLE>
SEVERANCE AGREEMENTS
The Board of Directors of the Company in 1989 approved Severance Agreements
for all corporate officers elected by the Board of Directors. The Board has
further provided that the Severance Agreements may be extended to other
executives subject to its approval.
The purpose of the Agreements is to assure the continued dedication of such
executives of the Company to their duties in the event of an unsolicited tender
offer. In the event of a "change in control" of the Company, and the termination
of the executive's employment by the Company at any time within the 36-month
period thereafter (other than for cause or disability) or by the executive for
good reason (as defined in the Agreement), the executive shall be eligible to
receive a cash severance payment equal to the executive's full base salary plus
any other amounts earned through the date of termination, plus an additional
lump sum cash payment equal to one-twelfth of the executive's annual base salary
and bonuses multiplied by the number of months remaining after the date of
termination in the 36-month period that commenced upon the date of the change in
control; provided, however, that the minimum payment will be 12 months if the
termination occurs within the 36-month period after a change in control. In
addition, for 12 months after termination, the
13
<PAGE> 16
Company shall arrange to provide each executive with life, disability, accident
and health insurance benefits similar to those previously maintained (subject to
offset for any equivalent benefits obtained from another employer during this
period).
A "change in control" for the purpose of the Agreements includes any change
in control during the term of the Agreements. A change in control will be deemed
to have occurred if (a) a person acquires 30% or more of the voting power of the
Company's Common Stock, (b) if during any two consecutive years ending during
the term of the Agreements the Board members at the beginning of such period
cease to constitute a majority of the Board, (c) the stockholders approve a
merger or consolidation (other than recapitalizations or where the Company's
stock would represent more than 80% of the voting power of the resulting or
surviving entity), or (d) the stockholders approve a plan of complete
liquidation of the Company or an agreement for the sale of all or substantially
all of the Company's assets.
DIRECTORS' COMPENSATION
The Company's directors who are not full-time employees of the Company are
reimbursed for their expenses and receive a fee of $13,500 per year. In
addition, all such directors are compensated at the rate of $800 for each
directors' meeting attended and $700 for each committee meeting attended, with
the Chairmen of the various committees being compensated at the rate of $875 for
each meeting attended. Each non-employee director receives a mandatory grant of
options to purchase 5,000 shares of common stock at fair market value, on the
date he or she is elected, or reelected, to the Board of Directors. Such options
are for a five year term and vest 25% after one year with an additional 25% for
each subsequent year. Non-employee directors are not eligible to receive awards
of restricted stock, stock appreciation rights or any other options.
Under a deferred compensation plan for directors, each director has an
option to make an annual election to defer his compensation as a director and to
receive the deferred amounts in shares of the Company's common stock or cash
either after he ceases to be a director or after he retires from his principal
occupation. All deferred compensation is credited quarterly in shares of stock
of the Company based on their market value on the last day of each quarter.
Dividends paid by the Company are credited to the participants in the plan in
amounts equal to the cash dividends which the participant would have received
had he been the owner of the number of shares credited to his stock unit account
on the dates of payment. Messrs. Curtin, Lemasters, Ragone and Zakon elected to
participate in this plan for 1994. As of December 31, 1994,the following named
directors had deferred stock units; Mr. Curtin, 813; Mr. Lemasters, 9,242; Mr.
Ragone, 13,771; Mr. Zakon, 6,348.
The Company has established the Directors' Pension Plan to provide a
retirement benefit to each present or future non-employee Director who has
served as a non-employee Director for at least five years. The benefit for an
eligible individual begins when he or she ceases to serve on the Board or at a
future designated age elected by the retiree. The annual benefit is determined
by multiplying the annual Board retainer in effect at the time the eligible
individual ceased to serve on the Board, by a fraction, the numerator of which
is the number of years of service for the Company as a non-employee Director or
Officer of the Company and the denominator of which is ten. The Benefit will be
paid for a period equal to the number of years and full months the nonemployee
Director served on the Board as a non-employee Director or for life, whichever
is shorter. In the year of death the benefit amount will be prorated based on
the portion of the year during which the non-employee Director was alive.
Benefits under this plan are paid from the general assets of the Company and may
not be assigned, pledged or otherwise transferred.
14
<PAGE> 17
RETIREMENT PROGRAM
The Company maintains a non-contributory Pension Plan (the "Plan") for the
benefit of its domestic employees. Eligible employees with one year of service
who have reached age 21 are covered by the Plan, which provides for pension
payments after retirement or termination of employment after reaching age 65 or
completion of five years of vested service.
Plan benefits are based on an employee's years of benefit service and
five-year average of base compensation rates in the years prior to retirement or
termination. Generally, the Plan provides for an annual life annuity benefit
upon retirement at age 65 equalling .95% of average compensation up to Social
Security Covered Compensation plus 1.35% of average compensation in excess of
Social Security Covered Compensation for each year of benefit service (up to 35
years). The Plan includes certain minimum benefit guarantees based upon prior
benefit formulas.
The Company also maintains a Supplementary Employee Retirement Plan (the
"SERP") for the benefit of its executives designated by the Board. The aggregate
annual pension payable from the SERP and the Plan is 60% of highest base salary
plus 50% of the management bonus earned in the same calendar year, in any of the
last five years of employment, prorated if service is less than 15 years,
reduced by 100% of Social Security and other qualified plan benefits. Such
benefits, unless optional forms are chosen, are paid as a life annuity, or as a
joint and survivor annuity, if the participant is married, at age 62.
The table below shows the aggregate annual pension that would be payable
under the Plan and the SERP, prior to deduction for Social Security, under
various assumptions as to highest Plan salary and years of benefit service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF BENEFIT SERVICE
-------------------------------------
HIGHEST PLAN SALARY 5 10 15 OR MORE
- ------------------- -------- -------- ----------
<S> <C> <C> <C>
$160,000.............................................. $ 32,000 $ 64,000 $ 96,000
260,000.............................................. 52,000 104,000 156,000
360,000.............................................. 72,000 144,000 216,000
460,000.............................................. 92,000 184,000 276,000
560,000.............................................. 112,000 224,000 336,000
660,000.............................................. 132,000 264,000 396,000
760,000.............................................. 152,000 304,000 456,000
</TABLE>
The salary used for the Plan and the SERP as of December 31, 1994 and the
approximate number of years of benefit service as of December 31, 1994 for
officers named in the table under Executive Compensation are: Marcel P. Joseph
$725,000, 7 years; Anthony F. Lefkowicz $313,000, 7 years; Larry E. Buffington
$260,000, 3 years; Ellen B. Richstone $262,000, 2 years; and L. Ronald Hoover
$251,000, 3 years.
15
<PAGE> 18
PROPOSAL 2 -- RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Deloitte & Touche LLP to act as the
Company's auditor for the current fiscal year, subject to the ratification of
such selection by the shareholders at their annual meeting. Proxies will be
voted in favor of such ratification unless a contrary intent is indicated.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting of Shareholders. They will have an opportunity to make a
statement if they desire to do so, and will also be available to respond to
appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
Shareholder proposals for inclusion in proxy materials for the 1996 Annual
Meeting should be addressed to the Company's Clerk, 89 Forbes Boulevard, P.O.
Box 448, Mansfield, Massachusetts 02048 and must be received on or before
November 25, 1995.
OTHER MATTERS
Management knows of no other matters which may come before the meeting. If
any other matters are properly presented, it is the intention of the persons
named in the proxy to vote or otherwise act in accordance with their best
judgment.
EACH YEAR THE COMPANY FILES AN ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES
AND EXCHANGE COMMISSION. THIS REPORT INCLUDES A COPY OF THE COMPANY'S AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1994 AS WELL AS ADDITIONAL
DESCRIPTION OF THE BUSINESS, FINANCIAL DATA, ETC. ANY SHAREHOLDER MAY OBTAIN A
COPY OF THE 10-K REPORT WITHOUT EXHIBITS AT NO CHARGE BY WRITING TO ELLEN B.
RICHSTONE, AT AUGAT INC., 89 FORBES BOULEVARD, POST OFFICE BOX 448, MANSFIELD,
MASSACHUSETTS 02048.
By order of the Board of Directors
THOMAS E. NEELY, Clerk
March 24, 1995
16
<PAGE> 19
AUGAT INC.
ANNUAL MEETING OF SHAREHOLDERS
P
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O
X The undersigned hereby appoints William R. Fenoglio and Thomas E.
Y Neely, and each of them with full power of substitution, as proxies to
represent and vote all shares of stock which the undersigned would be
entitled to vote, if personally present, at the Annual Meeting of
Shareholders of Augat Inc. to be held at The Enterprise Room, State Street
Bank and Trust Company, 5th Floor, 225 Franklin Street, Boston,
Massachusetts, on Tuesday, April 25, 1995 at 1:30 P.M. Eastern Time and
at any adjournments thereof, with respect to the matters indicated on this
proxy.
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 UNLESS INSTRUCTIONS TO
THE CONTRARY ARE INDICATED ON THE REVERSE SIDE OF THIS CARD.
-----------
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE
-----------
AUGAT INC.
ANNUAL MEETING OF SHAREHOLDERS
P
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O
X The undersigned hereby appoints William R. Fenoglio and Thomas E.
Y Neely, and each of them with full power of substitution, as proxies to
represent and vote all shares of stock which the undersigned would be
entitled to vote, if personally present, at the Annual Meeting of
Shareholders of Augat Inc. to be held at The Enterprise Room, State Street
Bank and Trust Company, 5th Floor, 225 Franklin Street, Boston,
Massachusetts, on Tuesday, April 25, 1995 at 1:30 P.M. Eastern Time and
at any adjournments thereof, with respect to the matters indicated on this
proxy.
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 UNLESS INSTRUCTIONS TO
THE CONTRARY ARE INDICATED ON THE REVERSE SIDE OF THIS CARD.
-----------
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE
-----------
<PAGE> 20
<TABLE>
<CAPTION>
/X/ Please mark
votes as in
this example
The Board of Directors recommends a vote FOR the following proposals:
<S> <C>
FOR AGAINST ABSTAIN
1. The election of four Directors in Class III. 2. Proposal to ratify the selection / / / / / /
of Deloitte & Touche LLP as the
Nominees: William R. Fenoglio, Jerald G. Fishman, John N. Company's auditor.
Lemasters and David V. Ragone
In their discretion, the proxies are authorized to
FOR WITHHELD vote upon such other matters as may come before
/ / / / the meeting or any adjournment thereof.
/ / _________________________________
Instructions: To withhold authority to vote for one or more individual MARK HERE / /
nominee write their name or names in the space provided. FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Please sign exactly as your name appears opposite. Each
joint owner must sign.
PLEASE MARK INSIDE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES Signature ____________________________ Date _____________
Signature ____________________________ Date _____________
</TABLE>
