<PAGE> 1
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 [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
ROCKWELL INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ROCKWELL INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(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).
[ ] $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:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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* Set forth the amount of 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 date of its filing.
1) Amount Previously Paid:
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<PAGE> 2
LOGO
Letter to
Shareowners
Notice of 1996
Annual Meeting
and
Proxy Statement
<PAGE> 3
LOGO
Dear Shareowner:
You are cordially invited to attend the annual meeting of shareowners of the
Corporation.
The meeting will be held in Lander Room D at Executive Caterers at
Landerhaven, 6111 Landerhaven Drive, Mayfield Heights, Ohio, on Wednesday,
February 7, 1996, at 10 a.m. At the meeting there will be a current report on
the activities of the Corporation followed by discussion and action on the
matters described in the Proxy Statement. Shareowners will have an opportunity
to comment on or to inquire about the affairs of the Corporation that may be of
interest to shareowners generally.
If you plan to attend the meeting, please complete and return the form
enclosed with your proxy or direction card, and an admittance card will be
forwarded to you promptly.
It is sincerely hoped that as many shareowners as can conveniently attend will
do so. However, if you cannot attend you will later receive a report to be
mailed to all shareowners concerning action taken at the meeting.
Sincerely yours,
/s/ DONALD R. BEALL
Donald R. Beall
Chairman of the Board
and Chief Executive Officer
<PAGE> 4
ROCKWELL INTERNATIONAL CORPORATION
------------------------------------------------------------
2201 Seal Beach Boulevard, Seal Beach, California 90740-8250
Notice of 1996 Annual Meeting of Shareowners
TO THE SHAREOWNERS OF
ROCKWELL INTERNATIONAL CORPORATION:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareowners of Rockwell
International Corporation will be held in Lander Room D at Executive Caterers at
Landerhaven, 6111 Landerhaven Drive, Mayfield Heights, Ohio, on Wednesday,
February 7, 1996, at 10 a.m. (Eastern Standard Time) for the following purposes:
<TABLE>
<C> <S>
(a) to elect directors of the Corporation;
(b) to consider and vote upon a proposal to
approve the selection by the Board of
Directors of the firm of Deloitte &
Touche LLP as auditors of the
Corporation;
(c) to consider and vote upon a proposal to
approve the adoption by the Board of
Directors of the Annual Incentive
Compensation Plan for Senior Executive
Officers;
(d) to consider and vote upon a proposal to
approve an amendment to the Directors
Stock Plan; and
(e) to transact such other business as may
properly come before the meeting.
</TABLE>
Only shareowners of record at the close of business on December 11, 1995, will
be entitled to notice of, and to vote at, the meeting.
By order of the Board of Directors.
/s/ WILLIAM J. CALISE, JR.
William J. Calise, Jr.
Secretary
December 27, 1995
NOTE: THE BOARD OF DIRECTORS SOLICITS THE EXECUTION AND PROMPT RETURN OF
THE ACCOMPANYING PROXY. A RETURN ENVELOPE IS ENCLOSED.
2
<PAGE> 5
Proxy Statement
The 1996 Annual Meeting of Shareowners of Rockwell International Corporation
will be held on February 7, 1996, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareowners. This statement and the accompanying
proxy, which are first being sent to shareowners on or about December 27, 1995,
are furnished in connection with the solicitation by the Board of Directors of
proxies to be used at such meeting and at any adjournment thereof. If a proxy in
the accompanying form is duly executed and returned, the shares represented
thereby will be voted as specified therein, and if no specification is made, the
shares will be voted in accordance with the recommendations of the Board of
Directors. The proxy may, nevertheless, be revoked prior to its exercise by
delivering written notice of revocation to the Secretary of the Corporation, by
executing a later dated proxy or by attending the meeting and voting in person.
It is the Corporation's policy to keep confidential proxy cards, ballots and
voting tabulations that identify individual shareowners except as may be
necessary to meet any applicable legal requirements and, in the case of any
contested proxy solicitation, as may be necessary to permit proper parties to
verify the propriety of proxies presented by any person and the results of the
voting. The judges of election and any employees associated with processing
proxy cards or ballots and tabulating the vote are required to acknowledge their
responsibility to comply with this policy of confidentiality.
For shareowners participating in the Automatic Dividend Reinvestment Service,
the administering bank will vote the shares that it holds for the participant's
account only in accordance with the proxy returned by the participant to the
Corporation in respect of the shares of the Corporation which the participant
holds of record or in accordance with other written instructions.
VOTING SECURITIES
On December 11, 1995, the Corporation had outstanding shares of
Common Stock, shares of Class A Common Stock, shares of $4.75
Convertible Preferred Stock, Series A and shares of $1.35 Convertible
Preferred Stock, Series B. Each holder of Class A Common Stock is entitled to
ten votes for each share held and each holder of any of the other voting
securities is entitled to one vote for each share held. On December 11, 1995,
First Interstate Bank of California, Los Angeles, California, as trustee under
the Corporation's Savings Plan for its participating employees, held
shares of Common Stock and shares of Class A Common
Stock, representing approximately % of the total outstanding Common Stock,
of the total outstanding Class A Common Stock and % of the aggregate
voting power of all of the Corporation's outstanding voting securities. Shares
held by the trustee on account of each of the participating employees will be
voted by the trustee in accordance with written instructions from the
participants, and where no instructions are received, as the trustee deems
proper.
NOMINEES FOR ELECTION AS DIRECTORS
It is intended that proxies in the accompanying form will be voted at the
meeting for the election as directors of the named nominees, all of whom now
serve as directors. In accordance with the Board's policy on retirement of
directors, Mrs. Robin Chandler Duke, who is Chairman of the Environmental and
Social Responsibility Committee and a member of the Compensation and Management
Development and Board Composition Committees of the Board, is not standing for
re-election. The Board of Directors has decreased to thirteen, effective
immediately prior to the Annual Meeting, the number of directors to be elected.
If for any reason any nominee named is not a candidate (which is not expected)
when the election occurs, it is expected that proxies in the accompanying form
will be voted for the election of the other nominees named and may be voted for
the election of a substitute nominee or, in lieu thereof, the Board of Directors
may reduce the number of directors. Except as otherwise provided in the By-Laws
of the Corporation, the directors elected serve until the next annual meeting of
shareowners and until their respective successors are elected and qualify.
3
<PAGE> 6
INFORMATION AS TO
NOMINEES FOR DIRECTORS
There is shown below for each nominee for director, as reported to the
Corporation, the name, age and principal occupation; the position, if any, with
the Corporation; the period of service as a director of the Corporation (or a
predecessor company); other directorships held; and the committees of the Board
of Directors on which the nominee serves.
NOMINEES FOR DIRECTORS
<TABLE>
<C> <S>
DONALD R. BEALL
Chairman of the Board
and Chief Executive Officer
Director Since 1978
Age 57
</TABLE>
Mr. Beall was elected to his present position in February 1988 after serving
nine years as President and Chief Operating Officer. He joined the Corporation
in 1968 and served in a number of senior management positions prior to becoming
Executive Vice President in September 1977 and President in February 1979. He is
a member of the Board Composition Committee of the Board. Mr. Beall is a
director of Amoco Corporation, The Procter & Gamble Company and The Times Mirror
Company and a past chairman of the Board of Governors of the Aerospace
Industries Association. Among his other activities, he is a trustee of the
California Institute of Technology and a member of the University of California-
Irvine Board of Overseers and the Board of Visitors of its Graduate School of
Management. Mr. Beall is a member of The Business Council, The Business
Roundtable, the Chief Executives' Organization and the Council on
Competitiveness. He is also a director, trustee or member of a number of other
professional and civic organizations.
<TABLE>
<C> <S>
DON H. DAVIS, JR.
President and
Chief Operating Officer
Director Since 1995
Age 56
</TABLE>
Mr. Davis was elected to his present position in July 1995. He joined
Allen-Bradley as an engineering sales trainee in 1963 and after serving in a
number of increasingly responsible management positions, became a Senior Vice
President in 1985 and President in July 1989. He was named Senior Vice
President--Automation of the Corporation in June 1993 and an Executive Vice
President and Chief Operating Officer in January 1994. Mr. Davis is a director
of Sybron Corporation. He is Chairman of the Board of Governors of the National
Electrical Manufacturers Association and is also a director, trustee or member
of a number of other business, educational and civic organizations.
- -------------------------------------------------------
<TABLE>
<C> <S>
LEW ALLEN, JR.
General, U.S. Air
Force (Retired)
Director Since 1991
Age 70
</TABLE>
Dr. Allen is a member of the Science and Technology and Environmental and
Social Responsibility Committees of the Board. He served as Chairman of the
Board of The Charles Stark Draper Laboratory, Inc., from 1991 through November
1995 and as Vice President of the California Institute of Technology and
Director of its Jet Propulsion Laboratory from October 1982 through 1990.
Previously, he was Air Force Chief of Staff and Director of the National
Security Agency. A West Point graduate, he also holds a Ph.D. in physics from
the University of Illinois. Dr. Allen is a member of the National Academy of
Engineering and the Council on Foreign Relations and a director of the W. M.
Keck Foundation.
4
<PAGE> 7
<TABLE>
<C> <S>
RICHARD M. BRESSLER
Retired Chairman of the Board,
El Paso Natural Gas Company,
Natural Gas Operations
Director Since 1986
Age 65
</TABLE>
Mr. Bressler is a member of the Audit and Compensation and Management
Development Committees of the Board. He served as Chief Executive Officer of
Burlington Northern Inc. from 1980 through 1988. Mr. Bressler retired in October
1990 as Chairman of both Burlington Northern Inc. and Burlington Resources Inc.,
positions he had held since 1982 and 1989, respectively. He served as Chairman
of the Plum Creek Management Company from April 1989 to January 1993. He was
Chairman of the El Paso Natural Gas Company from October 1990 through December
1993. Mr. Bressler is a director of H. F. Ahmanson and Company and General
Mills, Inc. and is active in a number of business and civic organizations.
- -------------------------------------------------------
<TABLE>
<C> <S>
JOHN J. CREEDON
Consultant and Director
of Various Corporations;
Former President and
Chief Executive Officer,
Metropolitan Life
Insurance Company
Director Since 1988
Age 71
</TABLE>
Mr. Creedon is a member of the Audit and Environmental and Social
Responsibility Committees of the Board. He joined Metropolitan Life in 1942 and
was appointed Senior Vice President and General Counsel in 1973. He became an
Executive Vice President in 1976, President and a director in 1980, served as
Chief Executive Officer from 1983 through August 1989, and then as Chairman of
the Executive Committee until April 1991. He is a director of Corporate
Partners, Metropolitan Life Insurance Company, Praxair, Inc., Sonat, Inc. and
Union Carbide Corporation. He is also a director, trustee or member of a
number of business, educational and civic organizations.
<TABLE>
<C> <S>
JUDITH L. ESTRIN
President and
Chief Executive Officer,
Precept Software, Inc.,
Networking Software
Director Since 1994
Age 41
</TABLE>
Ms. Estrin is a member of the Science and Technology Committee of the Board.
She has been President and Chief Executive Officer of Precept Software since
March 1995. Previously she served as Executive Vice President of Network
Computing Devices from July 1988 to October 1993 and as President and Chief
Executive Officer from October 1993 to September 1994. In 1981 she co-founded
Bridge Communications, serving initially as Vice President, Engineering and
subsequently as Executive Vice President and Senior Vice President and General
Manager of 3Com Corp.'s Bridge Communications Division after 3Com acquired
Bridge in September 1987. She also serves as a director of Federal Express
Corporation and Sun Microsystems, Inc.
- -------------------------------------------------------
<TABLE>
<C> <S>
WILLIAM H. GRAY, III
President and
Chief Executive Officer,
United Negro College Fund,
Educational Assistance
Director Since 1994
Age 54
</TABLE>
Mr. Gray is a member of the Board Composition and Environmental and Social
Responsibility Committees of the Board. He has been President of the United
Negro College Fund since September 1991 and senior minister, Bright Hope Baptist
Church in Philadelphia since 1972. He served in Congress from 1979 to 1991, as
House Majority Whip, Chair of the Democratic Caucus and the House Budget
Committee and on the House Appropriations Committee. In addition, he has taught
at St. Peter's College and Temple University. Mr. Gray is a director of Chase
Manhattan Corporation, MBIA, Inc., Prudential Insurance Company of America,
Union Pacific Corporation, Warner-Lambert Company and Westinghouse Electric
Corporation.
5
<PAGE> 8
<TABLE>
<C> <S>
JAMES CLAYBURN LA FORCE, JR.
Dean Emeritus,
John E. Anderson
Graduate School of
Management, University of
California, Los Angeles
Director Since 1980
Age 67
</TABLE>
Dr. La Force is a member of the Audit, Environmental and Social Responsibility
and Science and Technology Committees of the Board. After joining the UCLA
faculty as an Assistant Professor of Economics in 1962, he became an Associate
Professor in 1967 and a full Professor in 1971. He was Chairman, Department of
Economics from 1969 until 1978, and Dean, John E. Anderson Graduate School of
Management from 1978 until June 1993. He is a director of The BlackRock Funds,
Eli Lilly & Company, Imperial Credit Industries, Inc., Jacobs Engineering Group,
Inc., Payden & Rygel Investment Trust, Provident Investment Council Mutual Funds
and The Timken Company.
- -------------------------------------------------------
<TABLE>
<C> <S>
WILLIAM T. MCCORMICK, JR.
Chairman of the Board and
Chief Executive Officer,
CMS Energy Corporation,
Diversified Electric and
Gas Company
Director Since 1989
Age 51
</TABLE>
Mr. McCormick is a member of the Audit and Science and Technology Committees
of the Board. He has been Chairman of the Board and Chief Executive Officer of
CMS Energy Corporation since November 1985. Before joining CMS, he had been
Chairman and Chief Executive Officer of American Natural Resources Company
and Executive Vice President and a director of its parent corporation,
The Coastal Corporation. Mr. McCormick is a director of NBD Bancorp, Inc. and
Schlumberger Ltd. and, among his other activities, serves as a director of the
American Gas Association, the Edison Electric Institute and the National
Petroleum Council.
<TABLE>
<C> <S>
JOHN D. NICHOLS
Chairman of the Board,
Illinois Tool Works Inc.,
Engineered Components
and Industrial Systems
and Consumables
Director Since 1988
Age 65
</TABLE>
Mr. Nichols is a member of the Compensation and Management Development and
Science and Technology Committees of the Board. He joined Illinois Tool Works in
1980 as Executive Vice President and was named President, Chief Operating
Officer and a director in 1981 and Chairman in 1986. He served as Chief
Executive Officer from 1982 through August 1995. From 1969 through 1979, he was
Executive Vice President and Chief Operating Officer of Aerojet-General
Corporation. Mr. Nichols is a director of Household International, Philip Morris
Companies Inc. and Stone Container Corp. He serves as an Overseer of Harvard
University and a trustee of a number of cultural and business organizations.
- -------------------------------------------------------
<TABLE>
<C> <S>
BRUCE M. ROCKWELL
Senior Vice President,
First of Michigan
Corporation,
Investment Banking
Director Since 1969
Age 56
</TABLE>
Mr. Rockwell is Chairman of the Science and Technology Committee and a member
of the Compensation and Management Development and Board Composition Committees
of the Board. He joined First of Michigan Corporation in 1961 and in 1965 was
appointed Assistant Vice President and manager of the bond underwriting
department. In 1967, Mr. Rockwell was elected Vice President and in 1983 was
elected Senior Vice President-Fixed Income. He assumed his present position in
April 1988. Mr. Rockwell is past chairman of the Municipal Advisory Council of
Michigan and past President of the Bond Club of Detroit. He also serves as a
board member of a number of civic and community organizations.
6
<PAGE> 9
<TABLE>
<C> <S>
WILLIAM S. SNEATH
Retired Chairman of the Board
and Chief Executive Officer,
Union Carbide Corporation,
Chemicals
Director Since 1979
Age 69
</TABLE>
Mr. Sneath is Chairman of the Compensation and Management Development and
Board Composition Committees and a member of the Audit Committee of the Board.
He joined Union Carbide Corporation in 1950, was elected Treasurer in 1961,
became a Vice President and Chief Financial Officer in 1965, a director in 1969
and President and Chief Operating Officer in 1971. Mr. Sneath served as Chairman
of the Board and Chief Executive Officer of Union Carbide from January 1977
through December 1981. Mr. Sneath is a director of Union Carbide Corporation and
Metropolitan Life Insurance Company and is a member of The Business Council.
- -------------------------------------------------------
<TABLE>
<C> <S>
JOSEPH F. TOOT, JR.
President and
Chief Executive Officer,
The Timken Company,
Tapered Roller Bearings
and Specialty Steel
Director Since 1977
Age 60
</TABLE>
Mr. Toot is Chairman of the Audit Committee and
a member of the Compensation and Management
Development and Board Composition Committees
of the Board. He joined The Timken Company in
1962 and served in various senior executive positions
until his election as Vice President-International Operations in 1967. Mr. Toot
became a director of Timken in 1968, was elected Executive Vice President in
1973, President in 1979 and Chief Executive Officer in 1992. Mr. Toot has also
served as a director, officer, trustee or member of various community,
charitable and philanthropic organizations.
BOARD OF DIRECTORS AND COMMITTEES
The business of the Corporation is managed by or under the direction of the
Board of Directors. The Board has established several committees whose principal
functions are briefly described below. In the 1995 fiscal year, the Board held
eight meetings. Average attendance by incumbent directors at Board and Committee
meetings was 94% and all of the directors attended 80% or more of the meetings
of the Board and the Committees on which they served.
The Audit Committee is composed of six non-employee directors. Among its
functions, it reviews the scope and effectiveness of audits of the Corporation
by the independent public accountants and by the Corporation's internal
auditors; selects and recommends to the Board of Directors the employment of
independent public accountants for the Corporation, subject to approval of the
shareowners; reviews the audit plans of the independent public accountants and
the Corporation's internal auditors; reviews and approves the fees charged by
the independent public accountants; reviews the Corporation's annual financial
statements before their release; reviews the adequacy of the Corporation's
system of internal controls and recommendations of the independent public
accountants with respect thereto; reviews and acts on comments and suggestions
by the independent public accountants and by the internal auditors with respect
to their audit activities; and monitors compliance by the employees of the
Corporation with the Corporation's standards of business conduct policies. The
Committee met five times during the 1995 fiscal year.
The principal functions of the Board Composition Committee are to consider and
recommend to the Board qualified candidates for election as directors of the
Corporation and periodically to prepare and submit to the Board for adoption the
Committee's selection criteria for director nominees. The Committee also
periodically assesses the performance of the Board of Directors and reports
thereon to the Board. The Committee, which is composed of five non-employee
directors and Mr. Beall, met twice during the 1995 fiscal year. Shareowners
wishing to recommend candidates for consideration by the Committee can do so by
writing to the Secretary of the Corporation at its World Headquarters, in Seal
Beach, California, giving the candidate's name, biographical data and
qualifications. Any such recommendation should be accompanied by a written
statement from the individual of his or her consent
7
<PAGE> 10
to be named as a candidate and, if nominated and elected, to serve as a
director.
The six members of the Compensation and Management Development Committee are
non-employee directors and are ineligible to participate in any of the plans or
programs which are administered by the Committee except the Directors Stock
Plan. The principal functions of the Compensation and Management Development
Committee are to evaluate the performance of the Corporation's senior executives
and plans for management succession and development, to consider the design and
competitiveness of the Corporation's compensation plans, to review and approve
senior executive compensation and to administer the Corporation's Incentive,
Deferred Compensation, Stock Option and Long-Term Incentives Plans pursuant to
the terms of the respective plans. The Committee met four times during the 1995
fiscal year.
The Environmental and Social Responsibility Committee, which is composed of
five non-employee directors, reviews and assesses the Corporation's policies and
practices in the following areas: employee relations, with emphasis on equal
employment opportunity and advancement; the protection and enhancement of the
environment and energy resources; product integrity and safety; employee health
and safety; and community and civic relations including programs for and
contributions to health, educational, cultural and other social institutions.
The Committee met two times during the 1995 fiscal year.
The principal function of the Science and Technology Committee, which is
composed of six non-employee directors, is to review and monitor science and
technological activities of the Corporation. The Committee met twice during the
1995 fiscal year.
During the 1995 fiscal year, non-employee directors of the Corporation
received an annual retainer of $33,000 for Board service, together with a
retainer for service on each Board committee at the annual rate of $4,000
($5,000 for Chairmen) for service on the Audit and Compensation and Management
Development Committees and $2,000 ($3,000 for Chairmen) for service on any other
Board committee. Each non-employee director also received a grant of 400 shares
of Common Stock immediately after the 1995 Annual Meeting of Shareowners, and
Ms. Estrin, who was first elected a director in September 1994, received a grant
of 200 shares of Common Stock in November 1994. Ms. Estrin, who serves on one
Board Committee also receives a retainer of $5,000 per year for serving as a
technology adviser. The average retainer fees paid or deferred to non-employee
directors for the 1995 fiscal year was $55,490 (including valuing the February
1995 stock grant at $37.75 per share and the grant to Ms. Estrin in November
1994 at $35.875 per share, the closing prices on the respective dates the shares
were issued). Under the terms of the directors' deferred compensation plan, a
director may elect to defer all or part of the cash payment of retainer fees
until such time as shall be specified, with interest on deferred amounts
accruing quarterly at 120% of the federal long-term rate set each month by the
Secretary of the Treasury. Subject to approval at the 1996 Annual Meeting of the
amendment to the Director's Stock Plan described on Pages 21-22, each director
shall also have the option each year to determine whether to defer all or any
portion of the cash retainers by electing to receive restricted shares valued at
the closing price of the New York Stock Exchange--Composite Transactions on the
date each retainer payment would otherwise be made in cash.
Under the present directors' retirement policy, the Corporation enters into
consulting agreements with retired directors who had at least five years of
Board service and had not been employees of the Corporation during the ten years
prior to retirement. The consulting agreements provide an annual fee equal to
the Board retainer fee and continue for the lesser of ten years (or if less, the
number of years of Board service of a director who retires before age 72) or
life. Subject to approval at the 1996 Annual Meeting of the amendment to the
Directors' Stock Plan described on pages 21-22, this policy is being terminated,
other than for then retired directors and then current directors who are at
least age 67 (Messrs. Allen, Creedon, La Force and Sneath).
CERTAIN TRANSACTIONS AND OTHER RELATIONSHIPS
The Corporation and its subsidiaries during the 1995 fiscal year had sales and
purchase transactions in the normal course of business with unaffiliated
companies with which some of the Corporation's directors are associated in their
principal occupations in the following approximate amounts: purchases of $96,000
from and sales of $1,110,000 to CMS Energy Corporation; purchases of $812,000
from and sales of $873,000 to Illinois Tool Works Inc.; and purchases of
$57,236,000 from and sales of $1,168,000 to The Timken Company.
8
<PAGE> 11
OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES
The following table shows the beneficial ownership, reported to the
Corporation as of December 6, 1995, of the Corporation's Common Stock and Class
A Common Stock, including shares as to which a right to acquire ownership exists
(for example, through the exercise of stock options, conversions of securities
or through various trust arrangements) within the meaning of Rule 13d-3(d)(1)
under the Securities Exchange Act, of each director, each executive officer
listed in the table on page 10 and, as a group, of such persons and other
executive officers. No member of the group is the beneficial owner of any of the
Corporation's Preferred Stock.
<TABLE>
<CAPTION>
Beneficial Ownership on December 6, 1995
----------------------------------------------------------------------------------
Common Percent of Class A Percent of Total Percent of
Name Shares(1) Class(2) Shares(1) Class(2) Shares(1) Class(2)
- -------------------------------------- --------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Lew Allen, Jr......................... (3) -- -- -- (3) --
Donald R. Beall....................... (4,5,6) 0.6 (4,5,6) 0.3 (4,5,6) 0.5
Richard M. Bressler................... -- -- --
John J. Creedon....................... -- -- --
Don H. Davis, Jr...................... (4,5,7) -- (4,5) -- (4,5,7) --
Robin Chandler Duke................... -- -- --
Judith L. Estrin...................... -- -- --
William H. Gray, III.................. -- -- --
James Clayburn LaForce, Jr............ (3) -- -- (3) --
William T. McCormick, Jr.............. -- -- --
John D. Nichols....................... -- -- --
Bruce M. Rockwell..................... -- 0.1 --
William S. Sneath..................... -- -- --
Joseph F. Toot, Jr.................... -- -- --
W. Michael Barnes..................... (4,5) 0.1 (4) 0.2 (4,5) 0.1
Kent M. Black......................... (4,5,8) 0.2 (4,5) 0.1 (4,5,8) 0.2
Charles H. Harff...................... (4,5) 0.1 (4) -- (4,5) 0.1
All of the above and other executive
officers as a group (31 persons).... (3,4,5) 2.0 (3,4,5) 1.5 (3,4,5) 1.9
<FN>
(1) Each person has sole voting and investment power with respect to the shares
listed unless otherwise indicated.
(2) The shares owned by each person, and by the group, and the shares included
in the number of shares outstanding have been adjusted, and the percentage
of shares owned (where such percentage exceeds 0.1%) has been computed, in
accordance with Rule 13d-3(d)(1) under the Securities Exchange Act, except
that the Common shares owned and the related percentages do not include
Class A shares convertible into Common shares.
(3) Includes shares held jointly, or in other capacities, as to which in some
cases beneficial ownership is disclaimed.
(4) Includes shares held under the Corporation's Savings Plan as of November 30,
1995.
(5) Includes shares which may be acquired upon the exercise of outstanding stock
options as follows: 754,990, 191,000, 216,333, 396,000, 199,700 and
2,483,756 Common shares for Messrs. Beall, Davis, Barnes, Black, Harff and
the group, respectively, and 2,190 and 17,060 Class A shares for Mr. Beall
and the group, respectively.
(6) Includes shares, as to which beneficial ownership is disclaimed, as follows:
207,428 Common shares (including 190,000 shares underlying stock options)
and 2,068 Class A shares held for the benefit of family members and 10,000
Common shares owned by the Beall Family Foundation, of which Mr. Beall is
President and a director. Does not include 240,000 Common shares that may be
acquired on exercise of stock options assigned to family members who
therefore are the beneficial owners.
(7) Includes Common shares granted as restricted stock in partial
payment of a bonus for fiscal year 1995 and a long-term incentive payment
earned for a three-year performance period ended September 30, 1995.
(8) Includes 7,500 Common shares, as to which beneficial ownership is
disclaimed, underlying stock options held for the benefit of family members.
</TABLE>
9
<PAGE> 12
EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Corporation for the fiscal
years ended September 30, 1995, 1994 and 1993, of those persons who were (i) the
chief executive officer at any time during fiscal 1995, (ii) the other four most
highly compensated executive officers of the Corporation at September 30, 1995
and (iii) any other persons who were executive officers at any time during
fiscal 1995 and would have been included under clause (ii) if they had remained
executive officers at September 30, 1995 (the Named Officers):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
All Other
Annual Compensation Long-Term Compensation Compensation(1)
------------------------------------------------ ----------------------- ---------------
Awards(2) Payouts
Other Stock Long-Term
Annual Options Incentive
Name and Principal Position Year Salary Bonus(3) Compensation (Shares) Payouts(4)
- ----------------------------- ----- -------- ---------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald R. Beall.............. 1995 $815,000 $ $36,611 240,000 $ -0- $ 203,008
Chairman of the Board 1994 815,000 1,300,000 25,054 190,000 -0- 57,745
& Chief Executive Officer 1993 815,000 900,000 12,784 240,000 3,493,694 133,433
Don H. Davis, Jr............. 1995 530,000 (6) 425,566(7) 105,000 (6) 43,575
President & Chief 1994 440,000 480,000 32,454 80,000 314,900 16,002
Operating Officer(5. 1993 358,750 287,718 11,216 35,000 409,605 8,812
W. Michael Barnes............ 1995 360,000 20,459 70,000 -0- 32,611
Senior Vice President, 1994 323,333 330,000 21,363 60,000 -0- 19,609
Finance & Planning 1993 290,000 265,000 12,794 60,000 361,417 19,004
& Chief Financial Officer
Kent M. Black................ 1995 575,000 33,936 105,000 -0- 109,787
Executive Vice President 1994 545,833 480,000 62,026 92,000 -0- 36,341
& Chief Operating Officer 1993 506,491 420,000 18,178 115,000 1,686,611 84,102
Charles H. Harff(8........... 1995 415,000 20,870 60,000 -0- 54,658
Senior Vice President 1994 385,000 350,000 27,402 50,000 -0- 23,558
& Special Counsel 1993 360,000 300,000 16,802 60,000 915,589 35,403
<FN>
- ---------
(1) Amounts contributed or accrued for fiscal years 1995, 1994 and 1993 for the
Named Officers (other than Mr. Davis for fiscal year 1993) under the
Corporation's Savings Plan and the related supplemental savings plan and
amounts contributed for Mr. Davis under Allen-Bradley's Employee Savings
Plan for Salaried Employees for fiscal years 1994 and 1993.
(2) Although the Corporation's Long-Term Incentives Plans permit grants of
restricted stock and freestanding stock appreciation rights, no grants of
those incentives have been made under these Plans. See Note (6) for
information on restricted stock granted Mr. Davis in partial payment of his
bonus for fiscal year 1995 and a long-term incentive payment for a
three-year performance period ended September 30, 1995.
(3) Amounts awarded under the Incentive Compensation Plan and, for Mr. Davis for
fiscal year 1993, under Allen-Bradley's Management Incentive Plan, for the
respective fiscal years, even if deferred.
(4) Cash and market value of Common Stock paid in respect of performance units
granted under the Corporation's 1988 Long-Term Incentives Plan for a
three-year performance period ended September 30, 1993 and for Mr. Davis for
performance units granted to him under Allen-Bradley's Supplementary
Performance Unit Plan for the three-year performance periods ended September
30, 1995 and 1994.
(5) Executive Vice President & Chief Operating Officer from January 1994 until
July 1995; Senior Vice President--Automation and President, Allen-Bradley
prior thereto.
(6) Mr. Davis's bonus for fiscal year 1995 and a long-term incentive payment for
a three-year performance period ended September 30, 1995 were paid in part
by the grant to him of shares of restricted Common Stock valued at the
closing price on the New York Stock Exchange--Composite Transactions on
December 6, 1995, the date of the incentive compensation award and payment ($ ).
(7) Includes amounts paid in connection with the relocation of Mr. Davis from
Milwaukee, Wisconsin to the Corporation's World Headquarters in Seal Beach,
California, consisting of $252,081 in respect of a portion of the loss on
the sale of his residence in Milwaukee and $146,115 in respect of taxes
incurred on certain payments under the Corporation's relocation policy.
These amounts were paid in addition to amounts payable under the
Corporation's relocation policy applicable to all salaried employees.
(8) Senior Vice President, General Counsel and Secretary prior to November 1994.
</TABLE>
10
<PAGE> 13
OPTION GRANTS
Shown below is further information on grants to the Named Officers of stock
options pursuant to the 1988 Long-Term Incentives Plan during the fiscal year
ended September 30, 1995, which are reflected in the Summary Compensation Table
on page 10. No stock option grants pursuant to the 1995 Long-Term Incentives
Plan were made to the Named Officers and no stock appreciation rights were
granted under either of these Plans, during fiscal 1995.
<TABLE>
<CAPTION> Grant Date
Individual Grants Value
- --------------------------------------------------------------------------------------------------- ----------------
Number of
Securities Percentage of
Underlying Total Options
Options Granted to Exercise or
Granted Employees in Base Price Expiration Grant Date
Name (Shares)(1) Fiscal 1995 (Per Share) Date Present Value(2)
---- ------------- ------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Donald R. Beall...................... 240,000 13.3% $35.625 12/7/04 $2,433,600
Don H. Davis, Jr..................... 105,000 5.8% 35.625 12/7/04 1,064,700
W. Michael Barnes.................... 70,000 3.8% 35.625 12/7/04 709,800
Kent M. Black........................ 105,000 5.8% 35.625 12/7/04 1,064,700
Charles H. Harff..................... 60,000 3.3% 35.625 12/7/04 608,400
<FN>
- ---------
(1) All options granted to the Named Officers were granted on December 7, 1994
and the first of three substantially equal installments became exercisable
December 7, 1995.
(2) These values are based on the Black-Scholes option pricing model which
produces a per option share value of $10.14 using the following assumptions
and inputs: options exercised after 7 1/2 years, weighted five-year prior
stock price volatility and dividend yield of 0.1835 and 3.11%, respectively,
and an interest rate of 7.76% which was the zero coupon 7 1/2-year Treasury
bond rate at time of grant. The actual value, if any, the executive officer
may realize from these options will depend solely on the gain in stock price
over the exercise price when the options are exercised.
The Black-Scholes option pricing methodology, on which the present value of
the stock options granted to the Named Officers is based, attempts to portray
the value of an option at the time of grant. While the options have no value if
the stock price does not increase, were the $10.14 present value of the options
converted into a future stock price at the end of the 7 1/2-year period when it
is assumed the options would be exercised, the shareowners of the approximately
217,790,000 shares outstanding on the grant date of those options (assuming that
number of shares remains outstanding) would realize aggregate appreciation of
$3,187.8 million compared to aggregate appreciation on the options of $7.0
million for the Named Officers (assuming that they held their options or the
shares acquired on exercise thereof for the whole 7 1/2-year period).
</TABLE>
11
<PAGE> 14
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to (i) exercises by the Named Officers
during fiscal 1995 of options to purchase the Corporation's Common Stock or
Class A Common Stock granted under the 1988 Long-Term Incentives Plan and the
1979 Stock Plan for Key Employees and (ii) the unexercised options to purchase
the Corporation's Common Stock or Class A Common Stock granted in fiscal 1995
and prior years under the 1988 Long-Term Incentives Plan, the 1979 Stock Plan
for Key Employees and the 1981 Incentive Stock Option Plan for Key Employees to
the Named Officers and held by them at September 30, 1995.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options Held At In-the-Money Options At
Shares September 30, 1995 September 30, 1995(1)
Acquired Value ---------------------------- ----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Beall.......... -- -- 760,060(2) 2,800(3) $13,123,790(2) $ 32,550(3)
Don H. Davis, Jr......... 8,000 $153,000 156,000 75,000(3) 2,443,375 871,875(3)
W. Michael Barnes........ 5,000 95,625 193,000 70,000 3,242,750 813,750
Kent M. Black............ -- -- 361,000 105,000(2) 6,181,625 1,220,625(2)
Charles H. Harff......... 3,300 51,356 179,700 30,000(3) 3,038,912 348,750(3)
<FN>
- ---------
(1) Based on the closing price on the New York Stock Exchange--Composite
Transactions of the Corporation's Common Stock on September 29, 1995, the
last trading day in that month ($47.25).
(2) Includes 190,000 and 7,500 options with values of $2,517,500 and $87,188,
respectively, held by Messrs. Beall and Black, respectively, for the benefit
of family members and as to which beneficial ownership thereof is therefore
disclaimed.
(3) Excludes options granted to Named Officers during fiscal 1995 that have been
assigned to or for the benefit of family members and are not attributable to
the Named Officer pursuant to Rule 13d-3(d)(1) under the Securities Exchange
Act.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Management Development Committee of the Board of
Directors, which consists entirely of non-employee directors (see page 8), has
furnished the following report on executive compensation:
COMPENSATION PHILOSOPHY AND OBJECTIVES
Under the Committee's supervision, the Corporation has developed and
implemented compensation policies, plans and programs intended to "pay for
performance" through meeting three fundamental objectives:
- foster the creation of shareowner value through close alignment of the
financial interests of executives with those of the Corporation's
shareowners
- recognize individual and team performance through evaluation of each
executive's effectiveness in meeting strategic and operating plan goals
- pay competitively to attract, retain and motivate the high caliber of
executives necessary for the Corporation's continuing leadership and growth
in the diverse markets it serves
EMPLOYEE STOCK OWNERSHIP
The Committee believes the focus on "pay for performance" is further sharpened
by aligning closely the financial interests of the Corporation's key executives
with those of the shareowners. Accordingly, it has set the following minimum
Ownership Guidelines (multiple of base salary):
<TABLE>
<CAPTION>
COMMON STOCK
MARKET VALUE
-------------
<S> <C>
- Chief Executive Officer 8
- President and Executive
Vice President 5
- Major Business Unit Heads
and Senior Vice
Presidents 3
- Other Business Unit Heads
and other senior
executives 1.5
</TABLE>
Only shares owned directly or through the Corporation's savings plans, but not
shares subject to unexercised stock options, are considered for
12
<PAGE> 15
determining whether an executive meets the Guidelines. At December 6, 1995, the
42 executives subject to the Guidelines owned an aggregate of shares of
the Corporation's Common Stock, with an aggregate market value of $ million.
The ownership by approximately two-thirds of the executives already meets the
Guidelines. Executives who do not meet the Guidelines are expected to do so
within five years after the date the Guidelines are applicable to them or within
eight years in case of a significant promotion or a newly hired executive.
COMPONENTS OF THE CORPORATION'S
COMPENSATION PLANS
- Strategy--In order to carry out its "pay for performance" philosophy, the
Committee sets base salaries generally somewhat below the median of other major
U.S. industrial companies, and provides opportunity for above-median
compensation through the Corporation's annual and long-term incentive plans
which depend heavily on corporate, business unit and individual performance. The
Committee considers the total compensation (earned or potentially available) of
each of the Named Officers and the other senior executives in establishing each
element of compensation. For the Named Officers, base compensation in a period
of acceptable performance (both by the individual and the Corporation) would
constitute about 20 to 30%, annual incentives about 20 to 30%, and long-term
incentives about 40 to 55% of total compensation.
In its deliberations, the Committee reviews data from industry, peer group and
national surveys of other major U.S. industrial companies. The surveys used by
the Corporation provide reference data on large samples of industrial companies
participating in national surveys that include 31 (58%) of the companies (in
addition to the Corporation) included in the S&P High Technology Composite
Index, a group of 12 diversified large industrial companies (four of which are
included in such Index) that the Corporation believes compete with its
businesses, and a group of 25 large industrial companies (six of which in
addition to the Corporation are included in such Index) that through
compensation consultants share relevant data. In addition, the Committee reviews
data on a less frequent basis from a group of 15 diversified large industrial
companies, eight of which are included in such Index. In determining the
components of compensation based in part on survey and peer-company data, the
Committee also considers the performance of other companies whose data is
included in such surveys.
The Committee periodically is advised by independent compensation consultants
concerning the Corporation's compensation programs in comparison to those of
other companies which the consultants believe compete with the Corporation for
executive talent.
Under Internal Revenue Code Section 162(m), a publicly held company may not
deduct in any taxable year compensation in excess of one million dollars paid in
that year to its Named Officers unless the compensation is "performance based".
Grants of stock options are considered "performance based" compensation. Since
the Committee retains discretion to fix the specific amounts of base salaries
and annual incentive compensation for these officers, those elements would not
qualify as "performance based" compensation for these purposes. Accordingly, to
avoid loss of the tax deduction, the Committee has adopted a formal policy
whereby any portion of the base, incentive or other compensation of any person
whose compensation is subject to the limitation on deductibility under Section
162(m) exceeds one million dollars shall be deferred until the executive's
retirement or other termination of employment. In accordance with that policy,
Mr. Davis received shares of restricted stock that will vest after his
retirement from the Corporation or under certain other permitted circumstances
for the excess over one million dollars of his fiscal 1995 base salary,
incentive awards and other compensation (excluding amounts related to
relocation). Since Mr. Davis relocated at the Corporation's request, the
Committee determined that the foregoing policy should not be applicable to
amounts paid to him in respect of his relocation. See Proposal to Approve Annual
Incentive Plan for Senior Executive Officers, which if approved by shareowners
will permit continued current deductibility of the aggregate of base salary and
annual incentive payments without deferral.
- Base Salary--In the early part of each fiscal year, the Committee reviews
with the Chief Executive Officer, the President and the senior human
13
<PAGE> 16
resources executive and approves, with any modifications it deems appropriate,
an annual salary plan for the Corporation's senior executives (other than the
Chief Executive Officer and the President). This salary plan is developed by the
Corporation's human resources staff under the ultimate direction of the Chief
Executive Officer and the President based on the survey data and consultants'
reports described above and performance judgments as to the past and expected
future contributions of the individual senior executives.
- Annual Incentives--Near the beginning of each fiscal year, the Committee
reviews with the Chief Executive Officer and the President the Corporate Goals
and Objectives for that year, including measurable financial return and
shareowner value creation objectives as well as long-term leadership goals that
in part require more subjective assessments. Principal 1995 financial goals
included increasing earnings per share well above fiscal 1994, achieving a
return on equity of 20% and generating sufficient cash flow to provide at least
$400 million for dividends, acquisitions, debt reduction and share repurchases.
In 1995 the Corporation achieved a primary earnings per share increase of 19%,
return on equity of 20.8% and met its cash flow goal. Shareowner value goals for
1995 included achieving a total return (stock price appreciation and dividends)
exceeding a composite of the peer companies selected by the Corporation, and
utilizing inter-business sharing of competencies, technology, product
development and facilities to achieve added leverage for competitive advantage.
The Corporation's long-term goals included developing new products, investing in
new technologies and taking the management actions--focused on promoting
teamwork, organizational effectiveness, streamlining and empowerment--essential
to assuring quality, reduced product cycle times and enhanced customer
responsiveness.
After the end of the year, performance against the Corporate Goals and
Objectives is evaluated and the results are considered by the Committee in
awarding annual incentive compensation (see "Bonus" in the table on page 10) to
corporate executives who were not directly responsible for the management of a
business unit. Individual awards to members of the senior management group,
including the Named Officers other than the Chief Executive Officer and the
President, are determined by the Committee after reviewing with the Chief
Executive Officer and the President the recommended awards, taking into account
the contributions made and the levels of responsibility of each of the
participants. While the Committee believes achievement of the financial,
shareowner value and long-term leadership goals are each important, it accords
greater significance to the first two in determining the total amount available
for annual incentive payments.
The incentive compensation for executives responsible for the management of
business units is determined by the extent to which the respective business unit
achieves goals established at the beginning of each year tailored to the
particular business unit. For two of the business units, the measure is
performance profit before taxes; for one of the units, it is determined by
year-over-year sales growth and current-year return on sales, measured through a
performance matrix; and for six of the businesses, the measure is based 65% on
performance profit before taxes and 35% on the achievement of strategic goals
established at the beginning of the year. Achievement of established goals is
intended to provide incentive compensation at or above 100% of target levels
established through broad industry surveys; and these business unit plans
include significant upward and downward leverage dependent on performance. In
fiscal year 1995, the annual incentive compensation for executives for all nine
major business units averaged 143% (and ranged from 104% to 200%) of target
incentive compensation levels since their performance met or exceeded
established goals. The Committee believes these average awards are about in the
median of companies with which the Corporation competes for executive talent.
Within each business unit, the amount earned by that unit under its plan is
allocated among individual executives based on levels of responsibility and an
assessment of their individual performance by the business unit President in
consultation with the Chief Operating Officer to which the business unit
reported and the senior human resources executive.
The amount available for annual incentives is determined for the Corporation's
senior executives and other key management under the Corporation's Incentive
Compensation Plan or, for key
14
<PAGE> 17
Allen-Bradley executives, under Allen-Bradley's Management Incentive Plan. Under
the Corporation's Plan, the addition to the incentive fund for a fiscal year
cannot exceed either the aggregate amount of dividends declared on the
Corporation's outstanding stock during the year or an aggregate amount computed
by adding 2% of the first $100 million of the applicable net earnings (defined
as net income, before provision for domestic and foreign taxes based on income,
of the Corporation and its consolidated subsidiaries) for the year, and 3% of
the next $50 million of such earnings, and 4% of the next $25 million of such
earnings, and 5% of the balance of such earnings. Generally the Committee makes
awards under the Corporation's Plan in an aggregate amount well below the amount
available thereunder. Under Allen-Bradley's Management Incentive Plan, the
amount available for each Allen-Bradley executive's annual incentive is
determined by an arithmetic formula based on Allen-Bradley's annual sales growth
and return on sales; and actual awards are made upon assessment of the same
factors as for other business unit plans.
- Long-Term Incentives--The Corporation's 1995 Long-Term Incentives Plan
provides the flexibility to grant long-term incentives in a variety of forms,
including performance units, stock options, stock appreciation rights and
restricted stock. Annually the Committee evaluates the type of long-term
incentive it believes is most likely to achieve the Corporation's total
compensation objectives.
Since fiscal 1992, the Committee has granted stock options to both the
Corporation's senior and middle management groups. In fiscal 1993, 1994 and
1995, the Committee also established performance unit plans covering most of the
Corporation's business units and providing long-term compensation opportunities
that depend on achieving goals measured for each unit by its earnings and return
on assets. The Committee also established two plans under which potential
compensation is determined by achieving levels of sales growth, return on sales
and return on assets.
In determining the grants of stock options to the individual senior management
group, including the Named Officers other than the Chief Executive Officer, the
Committee reviewed with the Chief Executive Officer the recommended individual
awards, taking into account relevant survey data and the respective scope of
accountability, strategic and operational goals, and anticipated contributions
of each of the members of the senior management group. In 1993, the long-term
incentives for Mr. Davis (who then served as President of Allen-Bradley) were
provided one-half through stock option grants and one-half through participation
in the Allen-Bradley supplementary performance plan. The presidents of other
business units for which performance unit plans have been established also were
afforded one-half of their long-term incentive opportunities under those plans
and one-half through stock options, with the other key executives of those units
participating only in the business unit plans.
Prior to 1992, performance units were granted to senior management, generally
for three-year performance cycles having cumulative earnings per share targets
that determined the extent to which units were earned. Those grants produced
significant long-term compensation for periods when performance objectives were
fully or substantially met, including the three-year performance period covering
fiscal years 1991-1993 for which performance units were granted in fiscal 1991.
The Allen-Bradley supplementary performance plan (under which Mr. Davis received
grants when he was President of Allen-Bradley) produced significant long-term
compensation for the three-year performance periods ended September 30, 1994 and
1995. (See "Long-Term Compensation--Payouts" in the table on page 10).
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In March 1995 the Committee considered Mr. Beall's base salary which had been
in effect since March 1992. Without committing itself as to the timing of a
future increase, it deferred action on an increase in recognition of Mr. Beall's
expressed desire that an increase should not be authorized so that his total
annual compensation would continue to be substantially dependent on annual
incentive compensation tied to the Committee's assessment of his and the
Corporation's performance.
In determining Mr. Beall's annual incentive compensation for 1995, the
Committee took into account a number of factors, the sum total of which it
believed demonstrated unusually successful lead-
15
<PAGE> 18
ership. The Committee particularly considered that the Corporation substantially
exceeded its fiscal 1995 financial return goals for earnings per share and
return on equity, met its cash flow goal notwithstanding increased capital and
research and development expenditures focused particularly on the Corporation's
growth businesses, met its shareowner value creation goal and made significant
progress on each of its long-term leadership objectives. The Committee
recognized Mr. Beall's strong leadership in the formulation and initial steps
toward implementation of the Corporation's Vision to be the best diversified
high technology company in the world, a vision that establishes a framework for
the Corporation's businesses to achieve their full potential and to increase
shareowner value. The Committee was also mindful of the continuing assessments
of the Corporation's strategic options, led by Mr. Beall, that consider a wide
range of significant opportunities, such as the acquisition of Reliance Electric
Company which was successfully acquired and integrated into the Corporation in
fiscal year 1995, and the successful continuing transformation of the
Corporation to one which in fiscal 1995 had 72% of its sales coming from
commercial and international markets. The Committee took into account Mr.
Beall's personal dedication to assuring that throughout the Corporation there is
a clear commitment to customer responsiveness, quality, integrity, environmental
responsibility and employment of the advanced management practices that are
essential to long-range leadership of the Corporation's businesses and the
enhancement of shareowner value. Finally, the Committee considered levels of
total annual cash compensation from five surveys of other major U.S. industrial
companies (see "Components of the Corporation's Compensation Plans--Strategy" on
page 13); and it concluded that Mr. Beall's total cash compensation, should be
set above the median of those surveys, in view of Mr. Beall's and the
Corporation's performance as well as the fact that he had served longer as Chief
Executive Officer than a majority of the other chief executives whose
compensation data was included in the surveys.
In determining the number of options granted to Mr. Beall in fiscal 1995 as
future long-term incentives, the Committee took into account advice of
independent compensation consultants and levels of option grants based on data
as to long-term compensation (e.g. options, restricted stock, performance plans)
from two surveys of other major United States industrial companies. His grant
was at the median of the companies surveyed according to the Sibson & Co. survey
and at approximately the 70th percentile in the F.W. Cook & Co. Inc. survey. The
Committee also considered information on Mr. Beall's total compensation and
historical information regarding his long-term compensation opportunities, as
well as Mr. Beall's past and expected future contributions to the Corporation's
achievement of its long-term performance goals.
In December 1995, following the Committee's meeting, the Board in Executive
Session as provided in the Corporation's Corporate Governance Guidelines,
received and discussed a report of the Committee that included an evaluation of
the Corporation's and Mr. Beall's performance in the 1995 fiscal year and the
Committee's actions as to Mr. Beall's incentive compensation for that year and
long-term incentives granted to him in the form of stock options.
Compensation and Management
Development Committee
William S. Sneath, Chairman John D. Nichols
Richard M. Bressler Bruce M. Rockwell
Robin Chandler Duke Joseph F. Toot, Jr.
16
<PAGE> 19
SHAREOWNER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the cumulative total shareowner
return on the Corporation's Common Stock against the cumulative total return of
the S&P Composite-500 Stock Index and the S&P High Technology Composite Index
for the period of five fiscal years which commenced October 1, 1990 and ended
September 30, 1995, assuming in each case a fixed investment of $100 at the
respective closing prices on September 30, 1990 and reinvestment of all
dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
ROCKWELL COMMON, S&P COMPOSITE-500 & S&P HIGH TECHNOLOGY COMPOSITE INDICES
<TABLE>
<CAPTION>
MEASUREMENT PERIOD ROCKWELL S&P HIGH
(FISCAL YEAR COVERED) COMMON S&P 500 INDEX TECH. COMP.
<S> <C> <C> <C>
1990 100 100 100
1991 112.19 131.28 122.71
1992 111.98 145.75 125.00
1993 163.02 162.98 150.77
1994 159.41 168.99 175.62
1995 225.75 219.25 277.05
</TABLE>
* THE CUMULATIVE TOTAL RETURNS ON ROCKWELL COMMON STOCK AND EACH INDEX AS OF
EACH SEPTEMBER 30, 1991-1995 PLOTTED IN THE ABOVE GRAPH ARE AS FOLLOWS:
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Rockwell Common..................................... $100.00 $112.19 $111.98 $163.02 $159.41 $225.75
S&P 500 Index....................................... 100.00 131.28 145.75 162.98 168.99 219.25
S&P High Tech Comp. ................................ 100.00 122.71 125.00 150.77 175.62 277.05
Closing market price at fiscal year end................ 24.38 26.50 25.50 36.00 34.25 47.25
Dividends per common share during fiscal year ended
September 30......................................... 0.80 0.86 0.92 0.96 1.02 1.08
</TABLE>
17
<PAGE> 20
RETIREMENT PLANS
The following table shows the estimated annual retirement benefits payable on
a straight life annuity basis to participating employees, including officers, in
the earnings and years of service classifications indicated, under the
Corporation's retirement plans which cover most officers and other salaried
employees on a non-contributory basis. Such benefits reflect a reduction to
recognize in part the Corporation's cost of Social Security benefits related to
service for the Corporation. The Corporation's plans also provide for the
payment of benefits to an employee's surviving spouse or other beneficiary.
<TABLE>
<CAPTION>
Average Estimated Annual Retirement Benefits for Years of Service Indicated
Annual -----------------------------------------------------------------------------------
Earnings 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
---------- -------- ---------- ---------- ---------- ---------- ----------
<S><C> <C> <C> <C> <C> <C> <C> <C>
$ 500,000 ..................... $132,171 $ 198,230 $ 210,406 $ 222,582 $ 234,758 $ 246,934
700,000 ..................... 185,511 278,230 295,406 312,582 329,758 346,934
900,000 ..................... 238,851 358,230 380,406 402,582 424,758 446,934
1,100,000 ..................... 292,191 438,230 465,406 492,582 519,758 546,934
1,300,000 ..................... 345,531 518,230 550,406 582,582 614,758 646,934
1,500,000 ..................... 398,871 598,230 635,406 672,582 709,758 746,934
1,700,000 ..................... 452,211 678,230 720,406 762,582 804,758 846,934
1,900,000 ..................... 505,551 758,230 805,406 852,582 899,758 946,934
2,100,000 ..................... 558,891 838,230 890,406 942,582 994,758 1,046,934
2,300,000 ..................... 612,231 918,230 975,406 1,032,582 1,089,758 1,146,934
2,500,000 ..................... 665,571 998,230 1,060,406 1,122,582 1,184,758 1,246,934
2,700,000 ..................... 718,911 1,078,230 1,145,406 1,212,582 1,279,758 1,346,934
2,900,000 ..................... 772,251 1,158,230 1,230,406 1,302,582 1,374,758 1,446,934
</TABLE>
Covered compensation includes salary and annual bonus. The calculation of
retirement benefits under the plans generally is based upon average earnings for
the highest five consecutive years of the ten years preceding retirement.
The credited years of service for Messrs. Beall, Davis, Barnes, Black and
Harff are 27, 34, 27, 33 and 11, respectively.
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended,
limit the annual benefits which may be paid from a tax-qualified retirement
plan. As permitted by the Employee Retirement Income Security Act of 1974, the
Corporation has supplemental plans which authorize the payment out of general
funds of the Corporation of any benefits calculated under provisions of the
applicable retirement plan which may be above the limits under these sections.
SELECTION OF AUDITORS
The directors of the Corporation have selected the firm of Deloitte & Touche
LLP as the auditors of the Corporation subject to the approval of the
shareowners. Deloitte & Touche LLP, and its predecessors, have acted for the
Corporation as auditors since 1934.
Before the Audit Committee recommended to the full Board the appointment of
Deloitte & Touche LLP, it carefully considered the qualifications of that firm,
including their performance in prior years and their reputation for integrity
and for competence in the fields of accounting and auditing.
The amount of the fees for audit and tax services, including services related
to the acquisition of Reliance Electric and the subsequent sale of Reliance's
telecommunications business, performed by Deloitte & Touche LLP for the
Corporation relating to the 1995 fiscal year was approximately $9.4 million.
Representatives of Deloitte & Touche LLP are expected to be present at the
meeting to respond to appropriate questions and to make a statement if they
desire to do so.
18
<PAGE> 21
PROPOSAL TO APPROVE ANNUAL INCENTIVE COMPENSATION PLAN FOR SENIOR
EXECUTIVE OFFICERS
A proposal will be presented to the meeting to approve the Corporation's
Annual Incentive Compensation Plan for Senior Executive Officers (the Plan)
which was adopted by the Board of Directors (with Messrs. Beall and Davis, the
only directors eligible to participate, not voting) on December 6, 1995, subject
to approval of the shareowners of the Corporation. The complete text of the Plan
is set forth in Exhibit A to this Proxy Statement, and shareowners are urged to
review it together with the following information, which is qualified in its
entirety by reference to Exhibit A.
The sole purpose of instituting the Plan is to assure current federal income
tax deductibility of annual base salary and incentive compensation earned by the
five officers whose compensation might otherwise not be deductible as a result
of recent changes in the Internal Revenue Code. The Plan is to be administered
so as to provide no greater benefits than could be provided under the
Corporation's existing Incentive Compensation Plan (ICP). As described in
Compensation Committee Report on Executive Compensation on pages 14-15, the
officers who are or could be covered under the Plan have received incentive
compensation awards for fiscal year 1995 and earlier years under the
Corporation's incentive compensation plans that provide for discretionary awards
to management employees of the Corporation and its businesses. Concurrently with
adoption of the Plan, the Board of Directors also amended the Corporation's ICP,
among other things, to provide that any awards under the Plan would reduce the
amount available to be awarded under the ICP from that plan's incentive fund
(see pages 14-15).
GENERAL. Section 162(m) of the Internal Revenue Code provides that, effective
for tax years beginning on or after January 1, 1994, a publicly owned
corporation may not deduct compensation in excess of $1 million per year paid to
a corporation's chief executive officer and its four other most highly paid
executive officers, subject to certain exceptions. One exception is for
performance-based compensation paid pursuant to a shareowner-approved plan that
satisfies certain conditions of Section 162(m). The Plan provides for the award
of annual bonuses to the Chief Executive Officer and to four other executive
officers of the Corporation designated by the Compensation and Management
Development Committee (the Committee) based on the Corporation's "Applicable Net
Earnings," defined as the Corporation's consolidated net income (before
provision for income taxes) for each such year, determined in accordance with
generally accepted accounting principles. The Plan is intended: (i) to promote
the interest of the Corporation by providing incentives and awards to its most
senior executive officers on the basis of overall corporate financial
performance as measured by "Applicable Net Earnings"; and (ii) to qualify their
awards as performance-based and tax deductible under Section 162(m).
ELIGIBILITY. The persons eligible to participate in the Plan (the Participants)
will be the Corporation's Chief Executive Officer and four other executive
officers designated for each year by the Committee. Participants will not be
eligible to receive an award of annual incentive compensation under the ICP or
any other management incentive compensation plan of any of the Corporation's
businesses. The foregoing will not preclude, however, assessing the performance
of a Participant on the basis of an annual incentive plan of a business unit for
which that Participant has primary accountability.
DETERMINATION AND ALLOCATION OF THE COVERED EMPLOYEES PERFORMANCE FUND. Awards
under the Plan will be allocated to the Participants in each year out of a
Covered Employees Performance Fund equal to 1% of the Corporation's Applicable
Net Earnings for that year. Subject to the Committee's right to reduce any
Participant's allocated award as described below, the amount set aside under the
Plan will be allocated to each
19
<PAGE> 22
Participant as follows: 35% of the fund to the Chief Executive Officer, 20% of
the fund to the President and Chief Operating Officer and 15% of the fund to
each of the three other Participants. Awards allocated to a Participant will be
paid to the Participant in cash in a lump sum or in installments, as determined
by the Committee.
ADMINISTRATION. The Plan will be administered by the Committee, which shall have
sole authority to interpret any provision of the Plan. The amount of the Covered
Employees Performance Fund in any year and the maximum allocation thereof to the
Participants will be determined by the independent certified public accountants
who audit the Corporation's accounts and certified to the Committee as soon as
practicable after the end of each fiscal year. The Committee will then determine
the awards, if any, to be made to the Participants.
The Committee may, in its sole discretion, reduce, but not increase, a
Participant's award under the Plan, based on the Committee's evaluation of the
performance of the Corporation or the executive, the relationship of the award
to other elements of the Corporation's executive compensation program and such
other factors as the Committee may deem appropriate. The reduction of one
Participant's award will not cause an increase or a decrease in any other
Participant's award. As described in the report of the Committee on page 13, the
Committee frequently utilizes information about certain peer companies'
compensation practices, including information provided by outside consultants,
in setting the compensation of the Corporation's senior executive officers.
While the Covered Employee Performance Fund is designed to make annual bonuses
paid to Participants contingent on Applicable Net Earnings and to preserve the
Corporation's compensation deduction in respect of such bonuses, the Committee
believes that competitive compensation practices should continue to be an
important factor in determining the appropriate level of compensation of its
executive officers. Accordingly, the Committee anticipates that if the
allocation of an award to any Participant would result in the Participant
receiving a total amount of compensation in excess of an amount the Committee
believes to be competitive, the Committee will likely exercise its discretion to
reduce the Participant's award under the Plan for the purpose of effecting
aggregate executive compensation that is consistent with the objective of
providing a competitive executive compensation program. Similarly, the Committee
may exercise its right to reduce a Participant's award that otherwise would be
payable under the Plan based on its subjective evaluation of the Participant's
performance as well as its evaluation of overall corporate and applicable
business unit performance.
AMENDMENT AND TERMINATION. The Committee may discontinue or terminate the Plan
in whole or in part at any time and may amend the Plan in any respect at any
time, subject to certain restrictions.
PLAN BENEFITS. Because awards under the Plan are determined based on the
Corporation's annual Applicable Net Earnings, it is not currently possible to
determine the amounts that will be payable under the Plan for fiscal 1996.
Further, because the amounts payable to any Participant under the Plan may be
reduced by the Committee in its discretion, the amounts that would have been
paid in fiscal 1995 had the Plan been in effect likewise is not determinable,
but the general scope of the amount for each Participant could be expected to be
comparable to the amounts the Committee awarded under the ICP for that year. The
table below sets forth the amounts that would have been allocated under the Plan
for fiscal year 1995, prior to any reduction by the Committee, had the Plan been
in effect for that year compared with the awards actually made under the ICP for
that year.
20
<PAGE> 23
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
MAXIMUM AWARD
AWARD UNDER
NAME AND POSITION ALLOCATION ICP
----------------- ---------- -----
<S> <C> <C>
D.R. Beall, Chairman and Chief Executive Officer........................ $ $
D.H. Davis, Jr., President and Chief Operating Officer..................
W.M. Barnes, Senior Vice President, Finance & Planning and
Chief Financial Officer...............................................
K.M. Black, Executive Vice President and Chief Operating Officer........
C.H. Harff, Senior Vice President and Special Counsel...................
All Executive Officers as a Group.......................................
All Non-Executive Directors as a Group.................................. 0 0
All Employees (other than Executive Officers) as a Group................ 0
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL, WHICH IS
PRESENTED AS ITEM (C).
PROPOSAL TO APPROVE AMENDMENT TO
THE DIRECTORS STOCK PLAN
A proposal will be presented to the meeting to approve an amendment to the
Corporation's Directors Stock Plan (the Plan). On December 6, 1995, the Board of
Directors approved for submission to the shareowners an amendment to the Plan as
set forth in Exhibit B to this proxy statement. The shareowners are urged to
review the Plan as proposed to be amended together with the following
information, which is qualified in its entirety by reference to Exhibit B.
The primary purpose of the amendment is to further the link of compensation of
non-employee directors directly with the interests of the shareowners by making
an annual grant of stock options that would replace the directors' retirement
policy described on Page 8 under Board of Directors and Committees. Upon
approval by shareowners, the amended Plan will become effective at the time of
such approval and the first option awards thereunder would be made immediately
following the 1996 Annual Meeting of Shareowners.
If the amended Plan is approved by shareowners, a stock option for 1,000
shares will be granted annually to each non-employee director (other than
currently serving directors who have attained at least age 67 who on a
transitional basis will continue to be under the prior directors' retirement
policy) elected at an Annual Meeting beginning with grants after the 1996 Annual
Meeting. In addition, each non-employee director elected at a meeting of the
Board would receive immediately after that meeting an option to purchase 1,000
shares if elected after an annual meeting and prior to May 1; 750 shares if
elected between May 1 and July 31; 500 shares if elected between August 1 and
October 31; and 250 shares if elected between November 1 and the next annual
meeting. The purchase price of the shares subject to the option shall be
one-hundred percent (100%) of the fair market value on the date an option is
granted. Upon exercise of an option, the option price must be paid in full in
cash, shares of Common Stock of the Corporation valued at their fair market
value on the date of exercise, or a combination thereof.
Since the directors' retirement policy has been in effect for a number of
years, the Board of Directors determined that it would be inappropriate to
change that policy for those currently serving directors who are over age 67 and
whose service to date has been predicated in part on the understanding that that
policy would be applicable upon their retirement. In order to assure fairness in
the proposed termination of the directors' retirement policy (except for current
or retired directors over age 67), upon shareowner approval of the amended Plan,
the initial grants to Messrs. Bressler, Nichols and Toot would be options to
purchase 9,000, 9,000 and 5,000 shares, respectively, in recognition of their
valued services as directors and the fewer years
21
<PAGE> 24
remaining until each would reach age 72, the normal retirement age for
directors.
Options granted under the Plan may not be exercised prior to one year nor
after ten years from the date of grant and become exercisable in three
approximately equal installments on the first, second and third anniversaries of
the date of grant. If an optionee who holds an outstanding stock option dies,
the Plan permits the exercise thereof within three years of the date of death
and even if it were not exercisable at such date. If an optionee who holds an
outstanding stock option retires at age 72 or prior thereto with at least ten
years service, all options then held shall be exercisable even if they were not
exercisable at such retirement date. The Plan permits the Compensation and
Management Development Committee to make determinations as to exercisability
upon other termination of an optionee's membership on the Board.
The principal federal income tax consequences of the grant of options under
the Plan under present law and regulations are that the optionee will realize
ordinary income, and the Corporation will be entitled to a deduction, equal to
the difference between the option exercise price and the fair market value of
the shares acquired at the time of exercise.
The amendment also gives directors an election to receive their annual 400
shares provided under the Plan and their cash retainer for board service in the
form of restricted shares. Restricted shares, if elected, would be held by the
Corporation until ten days after the recipient retires from the Board under the
Board's retirement policy or if the recipient resigns from the Board having
completed ten years service as a director or ceases to be a director by reason
of the antitrust laws, compliance with the Corporation's conflict of interest
policies, death, disability or other circumstances the Board determines not to
be adverse to the best interests of the Corporation. Restricted shares would
have all the attributes of outstanding shares including the right to vote and to
receive dividends thereon. The principal federal income tax consequences of the
issuance or transfer of restricted shares is that the value thereof is not
taxable to the recipient until the restriction lapses (at the value of the
shares on the date the restriction lapses). The Board believes these changes to
be in the interests of the Corporation in that they further emphasize the
desirability of increased long-term stock ownership by the directors.
Shown below is information concerning the annual grants that would be made
during the fiscal year ending September 30, 1996, assuming that the nominees are
elected directors at the Annual Meeting and no additional directors are elected
during that fiscal year:
AMENDED PLAN BENEFITS
<TABLE>
<CAPTION>
ANNUAL GRANT
OF STOCK OPTIONS
-----------------------
SHARES
ANNUAL GRANT OF SHARES UNDERLYING GRANT
-------------------------- OPTIONS DATE
NAME AND POSITION SHARES DOLLAR VALUE(1) GRANTED VALUE(2)
----------------- ------ --------------- ---------- --------
<S> <C> <C> <C> <C>
All Executive Officers as a Group(3) 0 0 0 0
All Non-Executive Directors as a Group 4,400 31,000 $314,960
All Employees (other than Executive
Officers) as a Group(3) 0 0 0 0
<FN>
(1) Based on the closing price on the New York Stock Exchange--Composite
Transactions of the Corporation's Common Stock on November 30, 1995
($ ). If restricted shares are elected, value assumed to be the same.
(2) Valued under the Black-Scholes option pricing methodology, which produces a
per option share value of $10.16 using the following assumptions and inputs:
options exercised after 7 1/2 years, weighted five-year prior stock price
volatility and dividend yield of 0.174 and
</TABLE>
22
<PAGE> 25
2.96%, respectively, and an interest rate of 5.85% which was the zero coupon
7 1/2-year Treasury bond rate on November 9, 1995 (the date of calculation).
The actual value, if any, the director may realize from these options will
depend solely on the gain in stock price over the exercise price when the
options are exercised.
(3) No employees, including the Named Officers, are eligible for grants under
the Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL, WHICH IS
PRESENTED AS ITEM (d).
VOTE REQUIRED
The 13 nominees for election as directors at the 1996 Annual Meeting of
Shareowners who receive the greatest number of votes cast for the election of
directors at that meeting by the holders of the Corporation's Common Stock,
Class A Common Stock, Series A Preferred Stock and Series B Preferred Stock,
voting together as one class, entitled to vote at the meeting, a quorum being
present, shall become directors at the conclusion of the tabulation of votes. An
affirmative vote of the holders of a majority of the voting power of the
Corporation's Common Stock, Class A Common Stock, Series A Preferred Stock and
Series B Preferred Stock, voting together as one class, present in person or
represented by proxy and entitled to vote at the meeting, a quorum being
present, is necessary to approve the action proposed in items (b) through (d) of
the accompanying Notice of 1996 Annual Meeting of Shareowners.
Under Delaware law and the Corporation's Restated Certificate of Incorporation
and By-Laws, the aggregate number of votes entitled to be cast by all
shareowners present in person or represented by proxy at the meeting, whether
those shareowners vote "for", "against" or abstain from voting (including broker
non-votes), will be counted for purposes of determining the minimum number of
affirmative votes required for approval of items (b) through (d) and the total
number of votes cast "for" that matter will be counted for purposes of
determining whether sufficient affirmative votes have been cast. The shares of a
shareowner who abstains from voting on a matter or whose shares are not voted by
reason of a broker non-vote on a particular matter will be counted for purposes
of determining whether a quorum is present at the meeting so long as the
shareowner is present in person or represented by proxy. An abstention from
voting or a broker non-vote on a matter by a shareowner present in person or
represented by proxy at the meeting has no effect in the election of directors
(assuming a quorum is present) and has the same legal effect as a vote "against"
any other matter even though the shareowner or interested parties analyzing the
results of the voting may interpret such a vote differently.
OTHER MATTERS
The Board of Directors does not know of any other matters which may be
presented at the meeting.
In the event of a vote on any matters other than
those referred to in items (a) through (d) of the
accompanying Notice of 1996 Annual Meeting of
Shareowners, it is intended that proxies in the accompanying form will be voted
thereon in accordance with the judgment of the person or persons voting such
proxies. The Corporation contemplates sending to all shareowners after the
meeting a report of the action taken at the meeting.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act requires the Corporation's
officers and directors, and persons who own more than ten percent of a
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (SEC) and the New York Stock Exchange. Officers, directors
and greater than ten percent shareowners are required by SEC regulation to
furnish the Corporation with copies of all Forms 3, 4 and 5 they file.
Based solely on the Corporation's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file Forms 5 for specified fiscal years, the Corporation
believes that all its officers, directors and greater than ten percent
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 1995.
23
<PAGE> 26
ANNUAL REPORT
The Corporation's annual report to shareowners, including financial
statements, for the fiscal year ended September 30, 1995, has previously been
mailed to shareowners.
1997 SHAREOWNER PROPOSALS
To be eligible for inclusion in the Corporation's proxy statement, shareowner
proposals for the 1997 Annual Meeting of Shareowners must be received at the
Corporation's World Headquarters, 2201 Seal Beach Boulevard, Seal Beach,
California 90740-8250, Attention: Office of the Secretary, on or before August
29, 1996.
EXPENSES OF SOLICITATION
The cost of the solicitation of proxies will be borne by the Corporation. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or by telegraph, by a few regular employees of the Corporation without
additional compensation. The Corporation does not expect to pay any compensation
for the solicitation of proxies but will reimburse brokers and other persons
holding stock in their names, or in the names of nominees, for their expenses
for sending proxy material to principals and obtaining their proxies.
December 27, 1995
24
<PAGE> 27
EXHIBIT A
ROCKWELL INTERNATIONAL CORPORATION
ANNUAL INCENTIVE COMPENSATION PLAN FOR
SENIOR EXECUTIVE OFFICERS
1. PURPOSES.
The purposes of the Annual Executive Compensation Plan for Senior Executive
Officers (the Plan) are to provide a reward and an incentive to the
Corporation's Senior Executive Officers who have contributed and in the future
are likely to contribute to the success of the Corporation, to enhance the
Corporation's ability to attract and retain outstanding persons to serve as its
Senior Executive Officers and to preserve for the Corporation the benefit of
federal income tax deductions with respect to annual incentive compensation paid
to Senior Executive Officers.
2. DEFINITIONS.
(a) Applicable Net Earnings. For any fiscal year, the net income before
provision for domestic and foreign taxes based on income of the Corporation,
determined in accordance with generally accepted accounting principles. Amounts
charged or credited to the Incentive Fund under the ICP shall not be included in
determining Applicable Net Earnings.
(b) Board of Directors. The Board of Directors of Rockwell.
(c) Committee. The Compensation and Management Development Committee
designated by the Board of Directors from among its members who are not eligible
to receive an award under the Plan.
(d) Corporation. Rockwell and its consolidated subsidiaries.
(e) Covered Employees Performance Fund. An incentive compensation fund for
each fiscal year in which the Plan is applicable from which awards may be made
under the Plan, which shall be equal to 1% of the Applicable Net Earnings for
that fiscal year.
(f) ICP. The Corporation's Incentive Compensation Plan.
(g) Rockwell. Rockwell International Corporation.
(h) Senior Executive Officers. Rockwell's chief executive officer on the last
day of each fiscal year and four other executive officers (as defined in Rule
3b-7 under the Securities Exchange Act of 1934, as amended) which the Committee
shall designate on or before the last day of that fiscal year. No member of the
Corporation's Board of Directors who is not also an employee of the Corporation
shall be eligible to participate in the Plan.
3. DETERMINATION OF APPLICABLE NET EARNINGS AND COVERED EMPLOYEES PERFORMANCE
FUND; ALLOCATION OF POTENTIAL AWARDS.
(a) After the end of each fiscal year, the independent certified public
accountants who audit the Corporation's accounts shall compute the Applicable
Net Earnings and the amount of the Covered Employees Performance Fund for that
fiscal year. Those computations shall be reported to the Board of Directors and
the Committee.
(b) There shall be allocated from the Covered Employees Performance Fund for
each fiscal year potential awards to each of the Senior Executive Officers equal
to the following respective percentages of the Covered Employees Performance
Fund for that fiscal year:
Chief Executive Officer-35%;
President and Chief Operating Officer-20%;
Other Senior Executive Officers-15%;
4. AWARDS.
(a) After the computations, reports and allocations prescribed under Section
3(a) have been made, the Committee shall determine, in its discretion, the
amounts, if any, allocated to the Senior Executive Officers pursuant to Section
3(b) to be awarded from the Covered Employees Performance Fund for that fiscal
year; and the form, terms and conditions of awards, including whether and to
what extent awards shall be paid in installments.
(b) Without limiting the generality of Section 4(a) the Committee may, in its
sole discretion,
A-1
<PAGE> 28
reduce the amount of any award made to any Senior Executive Officer from the
potential award allocated to that Officer under Section 3(b), taking into
account such factors as it deems relevant, including, without limitation: (i)
the Applicable Net Income; (ii) other significant financial or strategic
achievements during the year; (iii) its subjective assessment of each Senior
Executive Officer's overall performance for the year; and (iv) information about
compensation practices at other peer group companies for the purpose of
evaluating competitive compensation levels so that the Committee may determine
that the amount of the annual incentive award is within the targeted competitive
compensation range of the Corporation's executive compensation program. The
Committee shall determine the amount of any reduction in a Senior Executive
Officer's award on the basis of the foregoing and other factors it deems
relevant and shall not be required to establish any allocation or weighting
formula with respect to the factors it considers. In no event shall any Senior
Executive Officer's award under the Plan exceed the amount of the Covered
Employees Performance Fund allocated to a potential award to that Senior
Executive Officer.
(c) The Committee shall have no obligation to disburse the full amount of the
Covered Employees Performance Fund for any fiscal year. Amounts allocated but
not actually awarded to a Senior Executive Officer may not be re-allocated to
other Senior Executive Officers or utilized for awards in respect of other
years.
(d) Not more than 10% of the aggregate awards made for any fiscal year under
the ICP and this Plan shall be awarded to any one person nor more than 50% to
the ten persons receiving the highest awards under the ICP and this Plan.
(e) The Corporation shall promptly notify each person to whom an award has
been made and pay the award in accordance with the determinations of the
Committee.
(f) A cash award may be made with respect to a Senior Executive Officer who
has died. Any such award shall be paid to the legal representative or
representatives of the estate of such Officer.
(g) No person who is eligible for an award under the Plan for any fiscal year
of the Corporation shall be eligible for an award under the ICP or any other
management incentive compensation plan of any of the Corporation's businesses
for that fiscal year.
5. FINALITY OF DETERMINATIONS.
The Committee shall have the power to administer and interpret the Plan. All
determinations, interpretations and actions of the Committee and all actions of
the Board of Directors under or in connection with the Plan shall be final,
conclusive and binding upon all concerned.
6. AMENDMENT OF THE PLAN.
The Board of Directors and the Committee shall each have the power, in its
sole discretion, to amend, suspend or terminate the Plan at any time, except
that:
(a) No such action shall adversely affect rights under an award already made,
without the consent of the person affected; and
(b) Without approval of the shareowners of Rockwell, neither the Board of
Directors nor the Committee shall (1) so modify the method of determining the
Covered Employees Performance Fund as to increase materially the maximum amount
that may be allocated to it or (2) after the first 90 days of any fiscal year,
amend the plan in a manner that would, directly or indirectly: (i) change the
method of calculating the amount allocated to the Covered Employees Performance
Fund for that year; (ii) increase the maximum award payable to any Senior
Executive Officer for that year; or (iii) remove the amendment restriction set
forth in this sentence with respect to that year.
A-2
<PAGE> 29
7. MISCELLANEOUS.
(a) The Corporation shall bear all expenses and costs in connection with the
operation of the Plan.
(b) The Corporation, the Board of Directors, the Committee and the officers of
the Corporation shall be fully protected in relying in good faith on the
computations and reports made pursuant to or in connection with the Plan by the
independent certified public accountants who audit the Corporation's accounts.
8. EFFECTIVE DATE.
Upon approval by the shareowners of Rockwell, the Plan shall become effective
as of October 1, 1995.
A-3
<PAGE> 30
EXHIBIT B
DIRECTORS STOCK PLAN OF
ROCKWELL INTERNATIONAL CORPORATION
(LANGUAGE TO BE ADDED IS SET IN ITALICS. LANGUAGE TO BE DELETED IS LINED OUT.)
1. PURPOSE OF THE PLAN.
The purpose of the Directors Stock Plan (the Plan) is to [provide a formal
means of implementing the compensation policy adopted by the Board of Directors
(the Board) of Rockwell International Corporation (Rockwell) on November 3,
1993, to] STRENGTHEN THE link [a portion] of the compensation of non-employee
directors of Rockwell INTERNATIONAL CORPORATION (ROCKWELL) directly with the
interests of the shareowners.
2. PARTICIPANTS.
Participants in the Plan shall consist of directors of Rockwell who are not
employees of Rockwell or any of its subsidiaries (Non-Employee Director). The
term "subsidiary" as used in the Plan means a corporation more than 50% of the
voting stock of which, or an unincorporated business entity more than 50% of the
equity interest in which, shall at the time be owned directly or indirectly by
Rockwell.
3. SHARES RESERVED UNDER THE PLAN.
Subject to the provisions of Section [8]10 of the Plan, there shall be
reserved for delivery under the Plan SHARES OF COMMON STOCK OF ROCKWELL
(SHARES) IN THE FOLLOWING [an] aggregate AMOUNTS: [of] 75,000 S[s]hares [of
Common Stock of Rockwell (Shares)]. UNDER SECTION 6; 150,000 SHARES UNDER
SECTION 8; AND 75,000 SHARES UNDER SECTION 9. Shares to be delivered under
the Plan may be authorized and unissued Shares, Shares held in treasury or any
combination thereof.
4. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Compensation and Management Development
Committee of the Board of Directors of Rockwell (the Committee). The Committee
shall have authority to interpret the Plan, and to prescribe, amend and rescind
rules and regulations relating to the administration of the Plan, and all such
interpretations, rules and regulations shall be conclusive and binding on all
persons.
5. EFFECTIVE DATE OF THE PLAN.
The Plan, AS AMENDED ON DECEMBER 6, 1995, shall be submitted to the
shareowners of Rockwell for approval at the Annual Meeting of Shareowners to be
held on February [1]7, 199[5]6, or any adjournment thereof, and, if approved
by the shareowners, shall become effective on the date and at the time of such
approval. THE PLAN APPROVED AT THE ANNUAL MEETING OF SHAREOWNERS HELD FEBRUARY
1, 1995 SHALL BE IN FULL FORCE AND EFFECT IF THE PLAN, AS AMENDED, IS NOT SO
APPROVED.
6. AWARD OF SHARES.
Each Non-Employee Director who is elected a director at any Annual Meeting of
Shareowners of Rockwell shall receive an award of 400 Shares effective
immediately after that Annual Meeting. Each Non-Employee Director who is elected
a director at any meeting of the Board shall receive effective immediately after
that meeting an award of 400 Shares if elected after the annual meeting and
prior to May 1; an award of 300 Shares if elected between May 1 and July 31; an
award of 200 Shares if elected between August 1 and October 31; and an award of
100 Shares if elected between November 1 and the next annual meeting. A
participant shall not be required to make any payment for any Shares delivered
under the Plan. Upon the delivery of Shares under the Plan, the recipient shall
have the entire beneficial ownership interest in, and all rights and privileges
of a shareowner as to those Shares, including the right[s] to vote [those] THE
Shares and to receive dividends thereon.
EACH NON-EMPLOYEE DIRECTOR MAY ELECT EACH YEAR, NOT LATER THAN DECEMBER 31 OF
THE YEAR PRECEDING THE YEAR IN WHICH THE ANNUAL AWARD OF SHARES IS TO BE MADE,
TO RECEIVE THE ANNUAL GRANT IN THE FORM OF RESTRICTED STOCK (RESTRICTED SHARES).
UPON RECEIPT OF RESTRICTED SHARES, THE RECIPIENT SHALL HAVE THE RIGHT TO VOTE
THE SHARES AND TO RECEIVE DIVIDENDS THEREON, AND THE SHARES SHALL HAVE ALL THE
ATTRIBUTES OF OUTSTANDING SHARES, EXCEPT THAT CERTIFICATES FOR SUCH SHARES SHALL
BE DELIVERED TO AND HELD BY
B-1
<PAGE> 31
ROCKWELL UNTIL TEN DAYS AFTER THE RECIPIENT RETIRES FROM THE BOARD UNDER THE
BOARD'S RETIREMENT POLICY OR IF THE RECIPIENT RESIGNS FROM THE BOARD OR CEASES
TO BE A DIRECTOR BY REASON OF THE ANTITRUST LAWS, COMPLIANCE WITH ROCKWELL'S
CONFLICT OF INTEREST POLICIES, DEATH, DISABILITY OR OTHER CIRCUMSTANCES THE
BOARD DETERMINES NOT TO BE ADVERSE TO THE BEST INTERESTS OF ROCKWELL, WHEN
CERTIFICATES SO HELD SHALL BE DELIVERED TO THE DIRECTOR AND CEASE TO BE
RESTRICTED SHARES.
7. RESTRICTION ON TRANSFER OF SHARES.
No Shares received by a participant under SECTION 6 OR 9 OF the Plan may be
sold, assigned, transferred, pledged or otherwise encumbered or disposed of for
a period of six months after receipt of those Shares, except in the case of the
participant's death or disability during that six-month period.
8. STOCK OPTIONS.
EACH NON-EMPLOYEE DIRECTOR (EXCEPT ANY NON-EMPLOYEE DIRECTOR IN OFFICE ON
FEBRUARY 6, 1996 WHO HAD ATTAINED AGE 67) WHO IS ELECTED A DIRECTOR AT ANY
ANNUAL MEETING OF SHAREOWNERS OF ROCKWELL SHALL RECEIVE AN OPTION TO PURCHASE
1,000 SHARES IMMEDIATELY AFTER THAT ANNUAL MEETING, PROVIDED, HOWEVER, THAT IF
R.M. BRESSLER, J.D. NICHOLS AND J.F. TOOT ARE REELECTED DIRECTORS AT THE
CORPORATION'S 1996 ANNUAL MEETING, OPTIONS TO PURCHASE 9,000, 9,000 AND 5,000
SHARES, RESPECTIVELY, SHALL BE GRANTED TO THEM IMMEDIATELY THEREAFTER. EACH NON-
EMPLOYEE DIRECTOR WHO IS ELECTED A DIRECTOR AT ANY MEETING OF THE BOARD SHALL
RECEIVE IMMEDIATELY AFTER THAT MEETING AN OPTION TO PURCHASE 1,000 SHARES IF
ELECTED AFTER THE ANNUAL MEETING AND PRIOR TO MAY 1; AN OPTION TO PURCHASE 750
SHARES IF ELECTED BETWEEN MAY 1 AND JULY 31; AN OPTION TO PURCHASE 500 SHARES IF
ELECTED BETWEEN AUGUST 1 AND OCTOBER 31; AND AN OPTION TO PURCHASE 250 SHARES IF
ELECTED BETWEEN NOVEMBER 1 AND THE NEXT ANNUAL MEETING. THE EXERCISE PRICE FOR
EACH OPTION SO GRANTED SHALL BE ONE-HUNDRED PERCENT (100%) OF THE CLOSING PRICE
(THE FAIR MARKET VALUE) OF THE COMMON STOCK OF ROCKWELL ON THE DATE OF GRANT AS
REPORTED IN THE NEW YORK STOCK EXCHANGE-COMPOSITE TRANSACTIONS (OR ON THE NEXT
PRECEDING DAY SUCH STOCK WAS TRADED IF IT WAS NOT TRADED ON THE DATE OF GRANT).
THE PURCHASE PRICE OF THE SHARES WITH RESPECT TO WHICH AN OPTION OR PORTION
THEREOF IS EXERCISED SHALL BE PAYABLE IN FULL IN CASH, SHARES OF COMMON STOCK OF
ROCKWELL VALUED AT THEIR FAIR MARKET VALUE ON THE DATE OF EXERCISE, OR A
COMBINATION THEREOF. EACH OPTION MAY BE EXERCISED IN WHOLE OR IN PART AT ANY
TIME AFTER IT BECOMES EXERCISABLE; AND EACH OPTION SHALL BECOME EXERCISABLE IN
APPROXIMATELY THREE EQUAL INSTALLMENTS ON EACH OF THE FIRST, SECOND AND THIRD
ANNIVERSARIES OF THE DATE THE OPTION IS GRANTED. NO OPTION SHALL BE EXERCISABLE
PRIOR TO ONE YEAR NOR AFTER TEN YEARS FROM THE DATE OF THE GRANT THEREOF;
PROVIDED, HOWEVER, THAT IF THE HOLDER OF AN OPTION DIES, THE OPTION MAY BE
EXERCISED FROM AND AFTER THE DATE OF THE OPTIONEE'S DEATH FOR A PERIOD OF THREE
YEARS (OR UNTIL THE EXPIRATION DATE SPECIFIED IN THE OPTION IF EARLIER) EVEN IF
IT WAS NOT EXERCISABLE AT THE DATE OF DEATH. MOREOVER, IF AN OPTIONEE RETIRES AT
AGE 72 OR PRIOR THERETO WITH AT LEAST TEN YEARS SERVICE, ALL OPTIONS THEN HELD
BY SUCH OPTIONEE SHALL BE EXERCISABLE EVEN IF THEY WERE NOT EXERCISABLE AT SUCH
RETIREMENT DATE; PROVIDED, HOWEVER, THAT EACH SUCH OPTION SHALL EXPIRE AT THE
EARLIER OF FIVE YEARS FROM THE DATE OF THE OPTIONEE'S RETIREMENT OR THE
EXPIRATION DATE SPECIFIED IN THE OPTION. IF A CHANGE OF CONTROL AS DEFINED IN
ARTICLE III, SECTION 15(L)(1) OF ROCKWELL'S BY-LAWS SHALL OCCUR, THEN, UNLESS
PRIOR TO THE OCCURRENCE THEREOF THE BOARD OF DIRECTORS SHALL DETERMINE OTHERWISE
BY VOTE OF AT LEAST TWO-THIRDS OF ITS MEMBERS, ALL OPTIONS THEN OUTSTANDING
PURSUANT TO THE PLAN SHALL FORTHWITH BECOME FULLY EXERCISABLE WHETHER OR NOT
THEN EXERCISABLE.
OPTIONS GRANTED UNDER THE PLAN ARE NOT TRANSFERABLE OTHER THAN (I) BY WILL OR
BY THE LAWS OF DESCENT AND DISTRIBUTION; OR (II) BY GIFT TO THE GRANTEE'S SPOUSE
OR NATURAL, ADOPTED OR STEP-CHILDREN OR GRANDCHILDREN (IMMEDIATE FAMILY MEMBERS)
OR TO A TRUST FOR THE BENEFIT OF ONE OR MORE OF THE GRANTEE'S IMMEDIATE FAMILY
MEMBERS OR TO A FAMILY CHARITABLE TRUST ESTABLISHED BY THE GRANTEE OR A MEMBER
OF THE GRANTEE'S FAMILY. IF AN OPTIONEE CEASES TO BE A DIRECTOR WHILE HOLDING
UNEXERCISED OPTIONS, SUCH OPTIONS ARE THEN VOID, EXCEPT IN THE CASE OF (I)
DEATH, (II) DISABILITY, (III) RETIREMENT AFTER ATTAINING THE AGE OF 72 OR HAVING
COMPLETED TEN YEARS SERVICE AS A DIRECTOR, OR (IV) RESIGNATION FROM THE BOARD
FOR REASONS OF THE ANTITRUST LAWS, COMPLIANCE WITH THE CORPORATION'S CONFLICT OF
INTEREST POLICIES OR
B-2
<PAGE> 32
OTHER CIRCUMSTANCES THAT THE COMMITTEE MAY DETERMINE AS SERVING THE BEST
INTERESTS OF ROCKWELL.
9. SHARES IN LIEU OF CASH COMPENSATION.
EACH NON-EMPLOYEE DIRECTOR MAY ELECT EACH YEAR, NOT LATER THAN DECEMBER 31 OF
THE YEAR PRECEDING THE YEAR AS TO WHICH DEFERRAL OF FEES IS TO BE APPLICABLE, TO
DEFER ALL OR ANY PORTION OF THE CASH RETAINER TO BE PAID FOR BOARD, COMMITTEE OR
OTHER SERVICE IN THE FOLLOWING CALENDAR YEAR THROUGH THE ISSUANCE OR TRANSFER OF
RESTRICTED SHARES, VALUED AT THE CLOSING PRICE ON THE NEW YORK STOCK EXCHANGE ON
THE DATE WHEN EACH PAYMENT OF SUCH RETAINER AMOUNT WOULD OTHERWISE BE MADE IN
CASH. SUCH RESTRICTED SHARES SHALL BE THE SAME AS AND SUBJECT TO THE SAME
PROVISIONS AS ARE APPLICABLE TO THE RESTRICTED SHARES ISSUED OR DELIVERED
PURSUANT TO SECTION 6 OF THE PLAN.
[8]10. ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION.
If there shall be any change in or affecting Shares on account of any merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split or combination, or other distribution to holders of Shares
(other than a cash dividend), there shall be made or taken such amendments to
the Plan and such adjustments and actions thereunder as the Board may deem
appropriate under the circumstances.
[9]11. GOVERNMENT AND OTHER REGULATIONS.
The obligations of Rockwell to deliver Shares under SECTION 6 of the Plan OR
UPON EXERCISE OF OPTIONS GRANTED UNDER SECTION 8 OF THE PLAN shall be subject to
(i) all applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required, including, without limitation,
compliance with the Securities Act of 1933, as amended, and (ii) the condition
that such shares shall have been duly listed on the New York Stock Exchange.
[10]12. AMENDMENT AND TERMINATION OF THE PLAN.
The Plan may be amended by the Board in any respect, provided that, without
shareowner approval, no amendment shall (i) materially increase the maximum
number of shares of Common Stock available for delivery under the Plan (other
than adjustments pursuant to Section [8]10 hereof), (ii) materially increase the
benefits accruing to participants under the Plan, or (iii) materially modify the
requirements as to eligibility for participation in the Plan, and provided,
further, that Section 6 of the Plan may not be amended more than once every six
months except to comport with the changes in the Internal Revenue Code of 1986,
as amended, the Employee Retirement Income Security Act of 1974, as amended, or
the regulations under either thereof. The Plan may also be terminated at any
time by the Board.
[11]13. MISCELLANEOUS.
(a) Nothing contained in this Plan shall be deemed to confer upon any person
any right to continue as a director of or to be associated in any other way with
Rockwell.
(b) To the extent that Federal laws do not otherwise control, the Plan and all
determinations made and actions taken pursuant hereto shall be governed by the
law of the State of Delaware.
B-3
<PAGE> 33
PROXY
ROCKWELL INTERNATIONAL CORPORATION
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints D.R. Beall, D.H. Davis and W.S. Sneath,
jointly and severally, proxies, with full power of substitution, to vote shares
of capital stock which the undersigned is entitled to vote at the Annual Meeting
of Shareowners to be held at the facilities of Executive Caterers at
Landerhaven, 6111 Landerhaven Drive, Mayfield Heights, Ohio, on February 7,
1996, or any adjournment thereof; such proxies being directed to vote as
specified or, if no specification is made, FOR the election of directors and FOR
proposals (b), (c) and (d), and to vote in accordance with their discretion on
such other matters as may properly come before the meeting.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN
AND DATE THE OTHER SIDE; NO BOXES NEED TO BE CHECKED.
Comments: _____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
(If you have written in the above space, please mark the "Comments" box
on the other side)
(continued and to be signed, on the other side)
*****************
* NO POSTAGE *
* NECESSARY *
* IF MAILED *
* IN THE *
* UNITED STATES *
*****************
-----------------
**************************************************** -----------------
* BUSINESS REPLY MAIL * -----------------
* FIRST CLASS MAIL PERMIT NO. 6796 PITTSBURGH, PA * -----------------
**************************************************** -----------------
POSTAGE WILL BE PAID BY THE ADDRESSEE -----------------
-----------------
-----------------
OFFICE OF THE SECRETARY
ROCKWELL INTERNATIONAL CORPORATION
625 LIBERTY AVE
PITTSBURGH PA 15222-9363
<PAGE> 34
<TABLE>
<S> <C>
*******************
__________ ACCOUNT KEY __________ * Comments Noted *
* on Reverse Side *
* *
* O *
* *
*******************
</TABLE>
<TABLE>
<S> <C>
WHERE A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE THE SHARES REPRESENTED BY THE PROXY FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSALS (B), (C) AND (D), AND WILL VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
</TABLE>
<TABLE>
<C> <C> <S> <C>
(a) THE BOARD OF DIRECTORS RECOMMENDS VOTES (b)
The election of directors FOR (a), (b), (c) AND (d). The selection
FOR WITHHOLD Nominees: L. Allen, D.R. Beall, R.M. Bressler, J.J. Creedon, of auditors
all nominees AUTHORITY to vote D.H. Davis, J.L. Estrin, W.H. Gray, J.C. LaForce, W.T. McCormick,
listed for all nominees listed J.D. Nichols, B.M. Rockwell, W.S. Sneath and J.F. Toot. FOR AGAINST ABSTAIN
(Instruction: To withhold authority to vote for any individual
[X] [X] nominee, write that nominee's name in the space provided below.) [X] [X] [X]
________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
(c) (d)
Approve Annual Incentive Approve Directors Stock Plan
Plan for Senior Officers Amendment
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
In signing as attorney, executor, administrator, trustee
[X] [X] [X] [X] [X] [X] or guardian, please give full title as such, and, if
signing for a corporation, please give your title.
When shares are in the name of more than one person
each should sign the proxy.
Dated: _________________________________________ , 1996
_______________________________________________________
(Signature)
_______________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
<PAGE> 35
[LOGO]
ADMITTANCE CARD REQUEST
If you plan to attend the Annual Meeting of Shareowners to be held on
February 7, 1996, this form may be used to request an admittance card. Please
fill in your name(s) and address and promptly return the form. The envelope
provided for return of your proxy card may be used for this purpose or you may
tear off this business reply card and drop it in the U.S. mail. Upon receipt of
your request and verification of your share ownership, an admittance card will
be sent to you.
I/we plan to attend the meeting.
Name(s) ______________________________________________________________________
Please Print or Type
Street Address _______________________________________________________________
City ____________________ State ___________________ Zip Code _________________
<PAGE> 36
Form of Letters to Participants from the Trustee or Plan Administrator of Each
of the Savings Plans that Hold Rockwell Voting Securities for the Benefit of
Participating Employees of Rockwell International Corporation and Certain
Subsidiaries
- -------------------------------------------------------------------------------
[Letterhead of Plan Trustee or Plan Administrator]
December 27, 1995
TO: PARTICIPANTS IN THE __________________________________________________ PLAN
You have recently been mailed a copy of the Rockwell International Corporation
1995 Annual Report.
Enclosed is a copy of the Rockwell International Corporation Letter to
Shareowners, Notice of 1996 Annual Meeting and Proxy Statement, together with a
Direction Card and a return envelope.
The enclosed Direction Card should be used to instruct the _____________ Plan
Trustee with respect to its voting of the shares which are held for your
account in the _____________ Plan.
Please sign, date and return the Direction Card in the enclosed pre-addressed
business reply envelope by February 3, 1996 so that the ________________ Plan
Trustee may vote the shares of Rockwell International that are held for your
account in the way you choose. If you do not complete and return the enclosed
Direction Card by the above date, __________________, as Trustee, will vote
such shares as it deems proper.*
[Name and Title of Signing Officer]
Enclosures
__________________________________
* In the case of the letter to the Participants of the Rockwell International
Corporation Savings Plan for Certain Represented Hourly Employees, the final
sentence will read as follows:
If you do not complete and return the enclosed Direction Card by the above
date, Mellon Bank, N.A., as Trustee, is required to vote your shares in
the same proportion as directions received from all other participants.
<PAGE> 37
DIRECTION CARD
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
TO: FIRST INTERSTATE BANK OF CALIFORNIA, TRUSTEE
You are hereby directed to vote, with respect to the proposals listed below,
the number of shares of Rockwell International Common Stock and Class A Common
Stock held for my account in the Rockwell International Savings Plan at the
Annual Meeting of Shareowners of Rockwell International Corporation to be held
at the facilities of Executive Caterers at Landerhaven, 6111 Landerhaven Drive,
Mayfield Heights, Ohio, on February 7, 1996, and at any adjournment thereof, as
follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN
AND DATE THE OTHER SIDE; NO BOXES NEED TO BE CHECKED.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
*****************
* NO POSTAGE *
* NECESSARY *
* IF MAILED *
* IN THE *
* UNITED STATES *
*****************
-----------------
**************************************************** -----------------
* BUSINESS REPLY MAIL * -----------------
* FIRST CLASS MAIL PERMIT NO. 6796 PITTSBURGH, PA * -----------------
**************************************************** -----------------
POSTAGE WILL BE PAID BY THE ADDRESSEE -----------------
-----------------
-----------------
OFFICE OF THE SECRETARY
ROCKWELL INTERNATIONAL CORPORATION
625 LIBERTY AVE
PITTSBURGH PA 15222-9363
<PAGE> 38
<TABLE>
<S> <C>
*******************
__________ ACCOUNT KEY __________ * Comments Noted *
* on Reverse Side *
* *
* O *
* *
*******************
</TABLE>
<TABLE>
<S> <C>
IN THE ABSENCE OF AN EXPRESSED DIRECTION, THE TRUSTEE WILL VOTE ON THE LISTED PROPOSALS AND, IN ADDITION, ON OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF AS IT DEEMS PROPER.
</TABLE>
<TABLE>
<C> <C> <S> <C>
(a) THE BOARD OF DIRECTORS RECOMMENDS VOTES (b)
The election of directors FOR (a), (b), (c) AND (d). The selection
FOR WITHHOLD Nominees: L. Allen, D.R. Beall, R.M. Bressler, J.J. Creedon, of auditors
all nominees AUTHORITY to vote D.H. Davis, J.L. Estrin, W.H. Gray, J.C. LaForce, W.T. McCormick,
listed for all nominees listed J.D. Nichols, B.M. Rockwell, W.S. Sneath and J.F. Toot. FOR AGAINST ABSTAIN
(Instruction: To withhold authority to vote for any individual
[X] [X] nominee, write that nominee's name in the space provided below.) [X] [X] [X]
________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
(c) (d)
Approve Annual Incentive Approve Directors Stock Plan
Plan for Senior Officers Amendment
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
In signing as attorney, executor, administrator, trustee
[X] [X] [X] [X] [X] [X] or guardian, please give full title as such.
Dated: _________________________________________ , 1996
_______________________________________________________
(Signature)
PLEASE SIGN, DATE, AND RETURN THE DIRECTION CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
<PAGE> 39
[LOGO]
ADMITTANCE CARD REQUEST
If you plan to attend the Annual Meeting of Shareowners to be held on
February 7, 1996, this form may be used to request an admittance card. Please
fill in your name(s) and address and promptly return the form. The envelope
provided for return of your direction card may be used for this purpose or you
may tear off this business reply card and drop it in the U.S. mail. Upon receipt
of your request and verification of your share ownership, an admittance card
will be sent to you.
I/we plan to attend the meeting.
Name(s) ______________________________________________________________________
Please Print or Type
Street Address _______________________________________________________________
City ____________________ State ___________________ Zip Code _________________
<PAGE> 40
DIRECTION CARD
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES
TO: FIRST INTERSTATE BANK OF CALIFORNIA, TRUSTEE
You are hereby directed to vote, with respect to the proposals listed below,
the number of shares of Rockwell International Common Stock and Class A Common
Stock held for my account in the Allen-Bradley Savings and Investment Plan for
Salaried Employees at the Annual Meeting of Shareowners of Rockwell
International Corporation to be held at the facilities of Executive Caterers at
Landerhaven, 6111 Landerhaven Drive, Mayfield Heights, Ohio, on February 7,
1996, and at any adjournment thereof, as follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN
AND DATE THE OTHER SIDE; NO BOXES NEED TO BE CHECKED.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
*****************
* NO POSTAGE *
* NECESSARY *
* IF MAILED *
* IN THE *
* UNITED STATES *
*****************
-----------------
**************************************************** -----------------
* BUSINESS REPLY MAIL * -----------------
* FIRST CLASS MAIL PERMIT NO. 6796 PITTSBURGH, PA * -----------------
**************************************************** -----------------
POSTAGE WILL BE PAID BY THE ADDRESSEE -----------------
-----------------
-----------------
OFFICE OF THE SECRETARY
ROCKWELL INTERNATIONAL CORPORATION
625 LIBERTY AVE
PITTSBURGH PA 15222-9363
<PAGE> 41
<TABLE>
<S> <C>
*******************
__________ ACCOUNT KEY __________ * Comments Noted *
* on Reverse Side *
* *
* O *
* *
*******************
</TABLE>
<TABLE>
<S> <C>
IN THE ABSENCE OF AN EXPRESSED DIRECTION, THE TRUSTEE WILL VOTE ON THE LISTED PROPOSALS AND, IN ADDITION, ON OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF AS IT DEEMS PROPER.
</TABLE>
<TABLE>
<C> <C> <S> <C>
(a) THE BOARD OF DIRECTORS RECOMMENDS VOTES (b)
The election of directors FOR (a), (b), (c) AND (d). The selection
FOR WITHHOLD Nominees: L. Allen, D.R. Beall, R.M. Bressler, J.J. Creedon, of auditors
all nominees AUTHORITY to vote D.H. Davis, J.L. Estrin, W.H. Gray, J.C. LaForce, W.T. McCormick,
listed for all nominees listed J.D. Nichols, B.M. Rockwell, W.S. Sneath and J.F. Toot. FOR AGAINST ABSTAIN
(Instruction: To withhold authority to vote for any individual
[X] [X] nominee, write that nominee's name in the space provided below.) [X] [X] [X]
________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
(c) (d)
Approve Annual Incentive Approve Directors Stock Plan
Plan for Senior Officers Amendment
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
In signing as attorney, executor, administrator, trustee
[X] [X] [X] [X] [X] [X] or guardian, please give full title as such.
Dated: _________________________________________ , 1996
_______________________________________________________
(Signature)
PLEASE SIGN, DATE, AND RETURN THE DIRECTION CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
<PAGE> 42
[LOGO]
ADMITTANCE CARD REQUEST
If you plan to attend the Annual Meeting of Shareowners to be held on
February 7, 1996, this form may be used to request an admittance card. Please
fill in your name(s) and address and promptly return the form. The envelope
provided for return of your direction card may be used for this purpose or you
may tear off this business reply card and drop it in the U.S. mail. Upon receipt
of your request and verification of your share ownership, an admittance card
will be sent to you.
I/we plan to attend the meeting.
Name(s) ______________________________________________________________________
Please Print or Type
Street Address _______________________________________________________________
City ____________________ State ___________________ Zip Code _________________
<PAGE> 43
DIRECTION CARD
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR NON-REPRESENTED HOURLY EMPLOYEES
TO: FIRST INTERSTATE BANK OF CALIFORNIA, TRUSTEE
You are hereby directed to vote, with respect to the proposals listed below,
the number of shares of Rockwell International Common Stock and Class A Common
Stock held for my account in the Allen-Bradley Savings and Investment Plan for
Non-Represented Hourly Employees at the Annual Meeting of Shareowners of
Rockwell International Corporation to be held at the facilities of Executive
Caterers at Landerhaven, 6111 Landerhaven Drive, Mayfield Heights, Ohio, on
February 7, 1996, and at any adjournment thereof, as follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN
AND DATE THE OTHER SIDE; NO BOXES NEED TO BE CHECKED.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
*****************
* NO POSTAGE *
* NECESSARY *
* IF MAILED *
* IN THE *
* UNITED STATES *
*****************
-----------------
**************************************************** -----------------
* BUSINESS REPLY MAIL * -----------------
* FIRST CLASS MAIL PERMIT NO. 6796 PITTSBURGH, PA * -----------------
**************************************************** -----------------
POSTAGE WILL BE PAID BY THE ADDRESSEE -----------------
-----------------
-----------------
OFFICE OF THE SECRETARY
ROCKWELL INTERNATIONAL CORPORATION
625 LIBERTY AVE
PITTSBURGH PA 15222-9363
<PAGE> 44
<TABLE>
<S> <C>
*******************
__________ ACCOUNT KEY __________ * Comments Noted *
* on Reverse Side *
* *
* O *
* *
*******************
</TABLE>
<TABLE>
<S> <C>
IN THE ABSENCE OF AN EXPRESSED DIRECTION, THE TRUSTEE WILL VOTE ON THE LISTED PROPOSALS AND, IN ADDITION, ON OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF AS IT DEEMS PROPER.
</TABLE>
<TABLE>
<C> <C> <S> <C>
(a) THE BOARD OF DIRECTORS RECOMMENDS VOTES (b)
The election of directors FOR (a), (b), (c) AND (d). The selection
FOR WITHHOLD Nominees: L. Allen, D.R. Beall, R.M. Bressler, J.J. Creedon, of auditors
all nominees AUTHORITY to vote D.H. Davis, J.L. Estrin, W.H. Gray, J.C. LaForce, W.T. McCormick,
listed for all nominees listed J.D. Nichols, B.M. Rockwell, W.S. Sneath and J.F. Toot. FOR AGAINST ABSTAIN
(Instruction: To withhold authority to vote for any individual
[X] [X] nominee, write that nominee's name in the space provided below.) [X] [X] [X]
________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
(c) (d)
Approve Annual Incentive Approve Directors Stock Plan
Plan for Senior Officers Amendment
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
In signing as attorney, executor, administrator, trustee
[X] [X] [X] [X] [X] [X] or guardian, please give full title as such.
Dated: _________________________________________ , 1996
_______________________________________________________
(Signature)
PLEASE SIGN, DATE, AND RETURN THE DIRECTION CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
<PAGE> 45
[LOGO]
ADMITTANCE CARD REQUEST
If you plan to attend the Annual Meeting of Shareowners to be held on
February 7, 1996, this form may be used to request an admittance card. Please
fill in your name(s) and address and promptly return the form. The envelope
provided for return of your direction card may be used for this purpose or you
may tear off this business reply card and drop it in the U.S. mail. Upon receipt
of your request and verification of your share ownership, an admittance card
will be sent to you.
I/we plan to attend the meeting.
Name(s) ______________________________________________________________________
Please Print or Type
Street Address _______________________________________________________________
City ____________________ State ___________________ Zip Code _________________
<PAGE> 46
DIRECTION CARD
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE
You are hereby directed to vote, with respect to the proposals listed below,
the number of shares of Rockwell International Common Stock and Class A Common
Stock held for my account in the Reliance Electric Company Savings and
Investment Plan at the Annual Meeting of Shareowners of Rockwell International
Corporation to be held at the facilities of Executive Caterers at Landerhaven,
6111 Landerhaven Drive, Mayfield Heights, Ohio, on February 7, 1996, and at any
adjournment thereof, as follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN
AND DATE THE OTHER SIDE; NO BOXES NEED TO BE CHECKED.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
*****************
* NO POSTAGE *
* NECESSARY *
* IF MAILED *
* IN THE *
* UNITED STATES *
*****************
-----------------
**************************************************** -----------------
* BUSINESS REPLY MAIL * -----------------
* FIRST CLASS MAIL PERMIT NO. 6796 PITTSBURGH, PA * -----------------
**************************************************** -----------------
POSTAGE WILL BE PAID BY THE ADDRESSEE -----------------
-----------------
-----------------
OFFICE OF THE SECRETARY
ROCKWELL INTERNATIONAL CORPORATION
625 LIBERTY AVE
PITTSBURGH PA 15222-9363
<PAGE> 47
<TABLE>
<S> <C>
*******************
__________ ACCOUNT KEY __________ * Comments Noted *
* on Reverse Side *
* *
* O *
* *
*******************
</TABLE>
<TABLE>
<S> <C>
IN THE ABSENCE OF AN EXPRESSED DIRECTION, THE TRUSTEE WILL VOTE ON THE LISTED PROPOSALS AND, IN ADDITION, ON OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF AS IT DEEMS PROPER.
</TABLE>
<TABLE>
<C> <C> <S> <C>
(a) THE BOARD OF DIRECTORS RECOMMENDS VOTES (b)
The election of directors FOR (a), (b), (c) AND (d). The selection
FOR WITHHOLD Nominees: L. Allen, D.R. Beall, R.M. Bressler, J.J. Creedon, of auditors
all nominees AUTHORITY to vote D.H. Davis, J.L. Estrin, W.H. Gray, J.C. LaForce, W.T. McCormick,
listed for all nominees listed J.D. Nichols, B.M. Rockwell, W.S. Sneath and J.F. Toot. FOR AGAINST ABSTAIN
(Instruction: To withhold authority to vote for any individual
[X] [X] nominee, write that nominee's name in the space provided below.) [X] [X] [X]
________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
(c) (d)
Approve Annual Incentive Approve Directors Stock Plan
Plan for Senior Officers Amendment
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
In signing as attorney, executor, administrator, trustee
[X] [X] [X] [X] [X] [X] or guardian, please give full title as such.
Dated: _________________________________________ , 1996
_______________________________________________________
(Signature)
PLEASE SIGN, DATE, AND RETURN THE DIRECTION CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
<PAGE> 48
[LOGO]
ADMITTANCE CARD REQUEST
If you plan to attend the Annual Meeting of Shareowners to be held on
February 7, 1996, this form may be used to request an admittance card. Please
fill in your name(s) and address and promptly return the form. The envelope
provided for return of your direction card may be used for this purpose or you
may tear off this business reply card and drop it in the U.S. mail. Upon receipt
of your request and verification of your share ownership, an admittance card
will be sent to you.
I/we plan to attend the meeting.
Name(s) ______________________________________________________________________
Please Print or Type
Street Address _______________________________________________________________
City ____________________ State ___________________ Zip Code _________________
<PAGE> 49
DIRECTION CARD
ROCKWELL INTERNATIONAL CORPORATION HOURLY SAVINGS PLAN
TO: MELLON BANK, N.A.
You are hereby directed to vote, with respect to the proposals listed below,
the number of shares of Rockwell International Common Stock and Class A Common
Stock held for my account in the Rockwell International Savings Plan for Certain
Represented Hourly Employees at the Annual Meeting of Shareowners of Rockwell
International Corporation to be held at the facilities of Executive Caterers at
Landerhaven, 6111 Landerhaven Drive, Mayfield Heights, Ohio, on February 7,
1996, and at any adjournment thereof, as follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS
CHECK THE BOXES FOR EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN,
DATE AND RETURN CARD.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
*****************
* NO POSTAGE *
* NECESSARY *
* IF MAILED *
* IN THE *
* UNITED STATES *
*****************
-----------------
**************************************************** -----------------
* BUSINESS REPLY MAIL * -----------------
* FIRST CLASS MAIL PERMIT NO. 6796 PITTSBURGH, PA * -----------------
**************************************************** -----------------
POSTAGE WILL BE PAID BY THE ADDRESSEE -----------------
-----------------
-----------------
OFFICE OF THE SECRETARY
ROCKWELL INTERNATIONAL CORPORATION
625 LIBERTY AVE
PITTSBURGH PA 15222-9363
<PAGE> 50
<TABLE>
<S> <C>
*******************
__________ ACCOUNT KEY __________ * Comments Noted *
* on Reverse Side *
* *
* O *
* *
*******************
</TABLE>
<TABLE>
<S> <C>
IN THE ABSENCE OF AN EXPRESSED DIRECTION, THE TRUSTEE WILL VOTE ON THE LISTED PROPOSALS PROPORTIONATELY IN THE SAME MANNER AS THE
TRUSTEE VOTES SHARES AS TO WHICH IT HAS RECEIVED EXPRESS DIRECTIONS FROM OTHER PARTICIPANTS AND WILL VOTE ON OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF AS IT DEEMS PROPER.
</TABLE>
<TABLE>
<C> <C> <S> <C>
(a) THE BOARD OF DIRECTORS RECOMMENDS VOTES (b)
The election of directors FOR (a), (b), (c) AND (d). The selection
FOR WITHHOLD Nominees: L. Allen, D.R. Beall, R.M. Bressler, J.J. Creedon, of auditors
all nominees AUTHORITY to vote D.H. Davis, J.L. Estrin, W.H. Gray, J.C. LaForce, W.T. McCormick,
listed for all nominees listed J.D. Nichols, B.M. Rockwell, W.S. Sneath and J.F. Toot. FOR AGAINST ABSTAIN
(Instruction: To withhold authority to vote for any individual
[X] [X] nominee, write that nominee's name in the space provided below.) [X] [X] [X]
________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
(c) (d)
Approve Annual Incentive Approve Directors Stock Plan
Plan for Senior Officers Amendment
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
In signing as attorney, executor, administrator, trustee
[X] [X] [X] [X] [X] [X] or guardian, please give full title as such.
Dated: _________________________________________ , 1996
_______________________________________________________
(Signature)
PLEASE SIGN, DATE, AND RETURN THE DIRECTION CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
<PAGE> 51
[LOGO]
ADMITTANCE CARD REQUEST
If you plan to attend the Annual Meeting of Shareowners to be held on
February 7, 1996, this form may be used to request an admittance card. Please
fill in your name(s) and address and promptly return the form. The envelope
provided for return of your direction card may be used for this purpose or you
may tear off this business reply card and drop it in the U.S. mail. Upon receipt
of your request and verification of your share ownership, an admittance card
will be sent to you.
I/we plan to attend the meeting.
Name(s) ______________________________________________________________________
Please Print or Type
Street Address _______________________________________________________________
City ____________________ State ___________________ Zip Code _________________
