SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
[X ] Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Giddings & Lewis, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
GIDDINGS & LEWIS/R/
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 24, 1996
To the Shareholders of
Giddings & Lewis, Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders
of Giddings & Lewis, Inc. will be held on Wednesday, April 24, 1996, at
11:00 A.M., local time, at the Ramada Hotel, 1 North Main Street, Fond du
Lac, Wisconsin 54935, for the following purposes:
1. To elect three directors to hold office until the 1999
annual meeting of shareholders and until their successors are duly elected
and qualified.
2. To consider and act upon such other business as may properly
come before the meeting or any adjournment or postponement thereof.
The close of business on March 8, 1996 has been fixed as the
record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting and any adjournment or postponement thereof.
A proxy for the meeting and a proxy statement are enclosed
herewith.
By Order of the Board of Directors
GIDDINGS & LEWIS, INC.
Richard C. Kleinfeldt
Secretary
Fond du Lac, Wisconsin
March 19, 1996
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR
NAME APPEARS THEREON AND RETURN IMMEDIATELY.
<PAGE> 1
GIDDINGS & LEWIS/R/
142 Doty Street
Fond du Lac, Wisconsin 54935
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 24, 1996
This proxy statement is being furnished to shareholders by the
Board of Directors (the "Board") of Giddings & Lewis, Inc. (the "Company")
beginning on or about March 19, 1996 in connection with a solicitation of
proxies by the Board for use at the annual meeting of shareholders to be
held on Wednesday, April 24, 1996, at 11:00 A.M., local time, at the
Ramada Hotel, 1 North Main Street, Fond du Lac, Wisconsin 54935, and all
adjournments or postponements thereof (the "Annual Meeting") for the
purposes set forth in the attached Notice of Annual Meeting of
Shareholders.
Execution of a proxy given in response to this solicitation will
not affect a shareholder's right to attend the Annual Meeting and to vote
in person. Presence at the Annual Meeting of a shareholder who has signed
a proxy does not in itself revoke a proxy. Any shareholder giving a proxy
may revoke it at any time before it is exercised by giving notice thereof
to the Company in writing or in open meeting.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with
the instructions contained therein. The shares represented by executed
but unmarked proxies will be voted FOR the three persons nominated for
election as directors referred to herein and on such other business or
matters which may properly come before the Annual Meeting in accordance
with the best judgment of the persons named as proxies in the enclosed
form of proxy. Other than the election of directors, the Board has no
knowledge of any matters to be presented for action by the shareholders at
the Annual Meeting.
Only holders of record of the Company's common stock, $.10 par
value per share (the "Common Stock"), at the close of business on March 8,
1996 are entitled to vote at the Annual Meeting. On that date, the
Company had outstanding and entitled to vote 34,583,373 shares of Common
Stock, each of which is entitled to one vote per share.
ELECTION OF DIRECTORS
The Company's By-laws provide that the directors shall be
divided into three classes, with staggered terms of three years each. At
the Annual Meeting, the shareholders will elect three directors to hold
office until the 1999 annual meeting of shareholders and until their
successors are duly elected and qualified. Unless shareholders otherwise
specify, the shares represented by the proxies received will be voted in
favor of the election as directors of the three persons named as nominees
herein. The Board has no reason to believe that any of the listed
nominees will be unable or unwilling to serve as a director if elected.
However, in the event that any nominee should be unable to serve or for
good cause will not serve, the shares represented by proxies received will
be
<PAGE> 2
voted for another nominee selected by the Board. Directors will be
elected by a plurality of the votes cast at the Annual Meeting (assuming a
quorum is present). An abstention from voting will be tabulated as a vote
withheld on the election, and will be included in computing the number of
shares present for purposes of determining the presence of a quorum, but
will not be considered in determining whether each of the nominees has
received a plurality of the votes cast at the Annual Meeting. A broker or
nominee holding shares registered in its name, or the name of its nominee,
which are beneficially owned by another person and for which it has not
received instructions as to voting from the beneficial owner, has the
discretion to vote the beneficial owner's shares with respect to the
election of directors.
The following sets forth certain information, as of March 1,
1996, about the Board's nominees for election at the Annual Meeting and
each director of the Company whose term will continue after the Annual
Meeting.
Nominees for Election at the Annual Meeting
Terms expiring April 1999
[Photo of Ruth M. Davis, 67, has served as President and Chief
Dr. Davis] Executive Officer of The Pymatuning Group, Inc. (a
technology management services firm) since 1981 and as
Chairperson of The Aerospace Corporation (a nonprofit
entity engaged in government-sponsored research and
development) since December 1992. Dr. Davis is Vice
Chairman of the Board of Betac Corporation, a trustee of
Consolidated Edison Company of New York and a director
of Air Products and Chemicals, Inc., BTG, Inc., Ceridian
Corporation, Premark International, Inc., Sprint
Corporation and Varian Associates, Inc.
Director since: 1993
[Photo of Benjamin F. Garmer, III, 54, has been a partner in
Mr. Garmer] the law firm of Foley & Lardner, Milwaukee, Wisconsin,
since 1974 and has been an attorney with such firm since
1967. Foley & Lardner has acted as outside counsel for
the Company since its initial public offering in 1989.
Director since: 1990
[Photo of Richard C. Kleinfeldt, 54, has served as Vice
Mr. Kleinfeldt] President-Finance of the Company since May 1989 and as
Secretary since July 1989. Mr. Kleinfeldt has been
employed by the Company since 1964.
Director since: 1989
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES OF COMMON STOCK
REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL
NOMINEES.
<PAGE> 3
Directors Continuing in Office
Terms expiring April 1997
[Photo of Joseph R. Coppola, 65, has served as Chairman of the
Mr. Coppola] Board and Chief Executive Officer of the Company since
July 1993. Prior thereto, Mr. Coppola was Senior Vice
President of Manufacturing Services for Cooper
Industries, Inc. (a manufacturer of electrical
equipment, tools and hardware, automotive products and
petroleum and industrial equipment). Mr. Coppola is a
Director of Belden Inc. and Coltec Industries Inc.
Director since: 1989
[Photo of Clyde H. Folley, 68, served as Vice Chairman and as
Mr. Folley] Chief Financial Officer of Ingersoll-Rand Company (a
manufacturer of compressors, automated tools and
construction, mining and industrial process equipment)
from 1986 until his retirement in August 1992.
Director since: 1990
[Photo of Ben R. Stuart, 61, has served as President and Chief
Mr. Stuart] Executive Officer of Dresser-Rand Company (a
manufacturer of centrifugal, axial and reciprocating
compressors, gas and steam turbines and electric motors)
since March 1992. Since 1988, Mr. Stuart has also
served as Senior Vice President-Operations of Dresser
Industries, Inc. (a manufacturer of drilling, mining and
energy processing equipment). Mr. Stuart is a director
of CRSS, Inc.
Director since: 1990
Terms expiring April 1998
[Photo of John A. Becker, 54, has served as President and Chief
Mr. Becker] Operating Officer of Firstar Corporation (a bank holding
company) since February 1991 and as President thereof
since January 1990. Mr. Becker had been Chairman and
Chief Executive Officer of Firstar Bank Milwaukee, N.A.
(a subsidiary of Firstar Corporation) from September
1989 to February 1991. Mr. Becker is a director of
Firstar Corporation and Firstar Trust Company.
Director since: 1989
[Photo of John W. Guffey, Jr., 58, has served as Chairman and
Mr. Guffey] Chief Executive Officer since February 1995, and as
President since May 1991, of Coltec Industries Inc. (a
manufacturer serving the aerospace, automotive and
general industrial markets). From 1987 until May 1991,
Mr. Guffey was Group President of the Garlock Mechanical
Packing Division of Coltec Industries Inc. Mr. Guffey
is a director of Coltec Industries Inc. and Gleason
Corporation.
Director since: 1995
<PAGE> 4
BOARD OF DIRECTORS
General
The Board has standing Audit, Compensation, and
Executive/Nominating Committees. The Audit Committee recommends to the
Board the appointment of independent auditors, approves the scope of the
annual audit activities of the auditors, approves the audit fee payable to
the auditors, reviews the adequacy of internal audit procedures and
reviews audit results. Messrs. Albert J. Baciocco, Jr., Folley (Chairman)
and Guffey are members of the Audit Committee. Mr. Baciocco will retire
as a director of the Company effective at the time of the Annual Meeting.
The Audit Committee held four meetings in 1995. The Compensation
Committee (i) reviews and recommends to the Board the compensation
structure for the Company's directors, officers and other managerial
personnel, including salary rates, participation in any incentive bonus
plans, fringe benefits, non-cash perquisites and other forms of
compensation, and (ii) administers the Company's 1989 Restricted Stock
Plan (the "1989 Restricted Stock Plan"), 1989 Stock Option Plan (the "1989
Stock Option Plan"), 1993 Stock and Incentive Plan (the "1993 Plan"), and
Independent Director Stock Based Incentive Plan (the "Independent Director
Plan"). Dr. Davis and Messrs. Becker (Chairman), Garmer and Stuart are
members of the Compensation Committee. The Compensation Committee held
two meetings in 1995. The Executive/Nominating Committee may exercise all
of the powers of the Board when the Board is not in session, except as
otherwise provided by law or the Company's By-laws. The Executive/
Nominating Committee also recommends persons to be nominated by the Board
for election as directors of the Company and recommends persons to fill
vacancies on the Board. Messrs. Becker, Coppola (Chairman), Folley and
Stuart are members of the Executive/Nominating Committee. The
Executive/Nominating Committee met once in 1995. The Executive/Nominating
Committee will consider nominees recommended by shareholders, but has no
established procedures which shareholders must follow to make a
recommendation. The Company's By-laws also provide for shareholder
nominations of candidates for election as directors. These provisions
require such nominations to be made pursuant to timely notice (as
specified in the By-laws) in writing to the Secretary of the Company. The
shareholder's notice of nomination must contain information relating to
the nominee which is required to be disclosed by the Company's By-laws and
the Securities Exchange Act of 1934.
The Board held six meetings in 1995. Each director attended at
least 75% of the aggregate of (i) the total number of meetings of the
Board and (ii) the total number of meetings held by all committees of the
Board on which such director served during the year.
Director Compensation
Retainer and Fees. Directors who are officers or employees of
the Company receive no compensation for service as members of the Board.
Directors who are not officers or employees of the Company or any
affiliate of the Company ("non-employee directors") are paid an annual
retainer fee of $17,000 plus a fee of $1,000 for each Board meeting
attended and a fee of $1,000 ($1,200 for the committee chairman) for each
committee meeting attended. Payment of director fees may be deferred, in
whole or in part, at the option of a non-employee director, under the
Company's Deferred Compensation Plan for Non-Employee Directors (the
"Deferred Compensation Plan"). The Deferred Compensation Plan provides
that any fees deferred thereunder shall be credited at the end
of each quarter to (i) a share account, which allows for the purchase of
share units that represent shares of Common Stock, (ii) a cash account,
which pays interest at a rate based on the ninety-day Treasury bill rate
over the past twelve months, or (iii) a combination of both. The amount
deferred under the Deferred Compensation Plan will be paid, at the non-
employee director's option, in a lump sum, or over a ten-year period
commencing, on the first business day of the calendar year following the
year during which the non-employee director ceases to be a director of the
Company.
<PAGE> 5
Stock Based Plans. The Company maintains the Independent
Director Plan for its non-employee directors. Under the Independent
Director Plan, on each date on which a non-employee director is elected or
re-elected (whichever the case may be)(the "Election Date") to serve on
the Board, such non-employee director will automatically receive options
to purchase 1,000 shares of Common Stock. Options granted under the
Independent Director Plan are not exercisable until such non-employee
director's term as a director (which began as of the Election Date for
which such options were granted) has expired; provided, however, that if a
non-employee director's status as a director terminates due to such non-
employee director's death or disability or retirement after reaching age
65, the options will become immediately exercisable in full. The purchase
price at which shares of Common Stock may be purchased under the
Independent Director Plan will be equal to the closing price of a share of
Common Stock on the Election Date (or if such day is a day for which no
closing price is set forth, the next preceding day for which a closing
price is so set forth). Stock options granted under the Independent
Director Plan will terminate on the earlier of ten years following a non-
employee director's Election Date; six months after the non-employee
director ceases to be a director of the Company by reason of death,
disability or retirement; or the time at which the non-employee director
ceases to be a director of the Company for any reason other than by reason
of death, disability or retirement. All stock options granted under the
Independent Director Plan are non-qualified stock options for purposes of
the Internal Revenue Code. The aggregate number of shares of Common Stock
eligible for issuance to non-employee directors upon the exercise of stock
options under the Independent Director Plan is 50,000. On April 26, 1995,
each of Messrs. Becker and Guffey were granted options to purchase 1,000
shares of Common Stock at a per share exercise price of $18.5625. The
options will become exercisable upon the expiration of the current terms
of each of said non-employee directors. No options granted to the non-
employee directors under the Independent Director Plan were exercised in
1995.
The non-employee directors of the Company are also eligible to
receive automatic grants of shares of restricted Common Stock under the
1993 Plan. Under the terms of the 1993 Plan, each non-employee director
of the Company will automatically be granted, on the date of the Company's
annual meeting of shareholders in each year during the existence of the
1993 Plan, such number of shares of restricted stock (rounded to the next
highest whole number) equal to 50% of such director's annual retainer fee
for serving as a director of the Company divided by the closing price of
the Common Stock on the day preceding the date of grant (or if such day is
a day for which no closing price is set forth, the next preceding date for
which a closing price is set forth). The annual retainer fee used in
making the foregoing determination is the annual retainer fee in effect on
the date of grant, exclusive of committee, attendance or other fees to
which the non-employee director may otherwise be entitled. Shares of
restricted stock granted to a non-employee director will not be eligible
to be sold or otherwise transferred while the non-employee director
remains a director of the Company and thereafter such restrictions will
lapse. However, in the event the non-employee director has not served as
a director of the Company for at least three calendar years at
the time his or her service as a director ends, the shares of restricted
stock held by such non-employee director will be forfeited to the Company.
The non-employee directors are entitled to exercise full voting rights and
receive any dividends or other distributions paid with respect to their
shares of restricted stock. On April 26, 1995, 508 shares of restricted
stock were awarded under the 1993 Plan to each of Dr. Davis and Messrs.
Baciocco, Becker, Folley, Garmer, Guffey and Stuart.
<PAGE> 6
PRINCIPAL SHAREHOLDERS
Management
The following table sets forth information, as of March 1, 1996,
regarding beneficial ownership of Common Stock by each director and
nominee, each of the executive officers named in the Summary Compensation
Table set forth below, and all of the directors, nominees and executive
officers (including the executive officers named in the Summary
Compensation Table) as a group. No individual director, nominee or
executive officer of the Company owns 1% or more of the outstanding shares
of Common Stock. The directors, nominees and executive officers of the
Company as a group own approximately 2.4% of the outstanding shares of
Common Stock.
Amount and Nature of
Beneficial
Name of Beneficial Owner Ownership(1)(2)
Albert J. Baciocco, Jr. . 3,632(3)(4)
John A. Becker . . . . . 4,420
Joseph R. Coppola . . . . 260,430
Ruth M. Davis . . . . . . 2,220
Clyde H. Folley . . . . . 5,863(5)
Benjamin F. Garmer, III . 4,220
John W. Guffey, Jr. . . . 4,508
Richard C. Kleinfeldt . . 111,378
Ben R. Stuart . . . . . . 2,220
Heinz G. Anders . . . . . 49,000
James B. Simon . . . . . 94,007
Stephen M. Peterson . . . 55,616
All directors, nominees
and executive officers as
a group (18 persons) . . 832,250
(1) Includes the following shares subject to stock options which
are currently exercisable or exercisable within 60 days of
March 1, 1996: Mr. Baciocco, 2,000 shares; Mr. Becker, 2,000
shares; Mr. Coppola, 161,000 shares; Dr. Davis, 1,000 shares;
Mr. Folley, 1,000 shares; Mr. Garmer, 2,000 shares; Mr.
Kleinfeldt, 46,287 shares; Mr. Anders, 16,000 shares; Mr.
Simon, 44,616 shares; Mr. Peterson, 21,701 shares; and all
directors, nominees and executive officers as a group, 379,802
shares.
(2) Includes the following restricted shares of Common Stock
granted under either the 1989 Restricted Stock Plan or the
1993 Plan over which the holders have sole voting but no
investment power: Mr. Baciocco, 1,220 shares; Mr. Becker,
1,220 shares; Mr. Coppola, 80,357 shares; Dr. Davis, 1,220
shares; Mr. Folley, 863 shares; Mr. Garmer, 1,220 shares; Mr.
Guffey, 508 shares; Mr. Kleinfeldt, 41,000 shares; Mr. Stuart,
1,220 shares; Mr. Anders, 29,000 shares; Mr. Simon, 35,000
shares; Mr. Peterson, 26,000 shares; and all directors,
nominees and executive officers as a group, 356,428 shares.
The shares of restricted stock reflected in the table include
shares granted to the executive officers in February 1996.
<PAGE> 7
(3) Mr. Baciocco shares voting and investment power over 400
shares of his Common Stock with his wife.
(4) Mr. Baciocco will retire as a director of the Company
effective at the time of the Annual Meeting.
(5) Mr. Folley shares voting and investment power over 4,000
shares of his Common Stock with his wife.
Other Beneficial Owner
The following table sets forth information, as of December 31,
1995, regarding beneficial ownership by the only person known to the
Company to own more than 5% of the outstanding Common Stock. The
beneficial ownership set forth below has been reported on a filing made on
Schedule 13G with the Securities and Exchange Commission by the beneficial
owner.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Address of Beneficial Ownership of
of Beneficial Owner Voting Power Investment Power Aggregate Class
Sole Shared Sole Shared
<S> <C> <C> <C> <C> <C> <C>
State of Wisconsin Investment 2,861,000 -0- 2,861,000 -0- 2,861,000 8.3%
Board
P.O. Box 7842
Madison, Wisconsin 53707
</TABLE>
<PAGE> 8
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information concerning
compensation paid for the last three fiscal years to the Company's Chief
Executive Officer and each of the Company's four other most highly
compensated executive officers whose total cash compensation exceeded
$100,000 in fiscal 1995. The persons named in the table are sometimes
referred to herein as the "named executive officers."
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Long Term Compensation
Compensation(1) Awards
Securities
Restricted Underlying
Name and Principal Salary Bonus Stock Stock All Other
Position Year ($) ($)(2) Awards($)(3) Options(#) Compensation($)(4)
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Coppola 1995 $424,992 $240,771 $ - 70,000 $ 53,478
Chairman, Chief 1994 399,996 188,158 968,750 105,000 50,112
Executive Officer and 1993 174,996 134,470 605,523 30,000 210,293
Director (5)
Richard C. Kleinfeldt 1995 216,996 78,485 285,750 18,000 1,125
Vice President-Finance, 1994 207,996 63,563 - 12,000 1,125
Secretary and Director 1993 199,992 76,837 221,500 - 1,689
Heinz G. Anders 1995 253,200 28,969 190,500 12,000 -
Group Vice President and 1994 185,690 45,161 149,400 18,000 7,077
General Manager - 1993 - - - - -
European Operations(6)
James B. Simon 1995 207,000 25,345 285,750 18,000 1,125
Group Vice President and 1994 195,000 59,592 - 10,000 1,125
General Manager - 1993 189,996 72,996 221,500 - 1,611
Automation Technology
Stephen M. Peterson 1995 187,008 70,545 142,875 9,000 1,125
Group Vice President 1994 165,000 47,000 - 8,000 1,125
and General Manager - 1993 159,996 61,470 221,500 - 1,338
Fadal Engineering
<FN>
(1) Certain personal benefits provided by the Company and its subsidiaries to the named executive officers
are not included in the table. The aggregate amount of such personal benefits for each named
executive officer in each year reflected in the table did not exceed the lesser of $50,000 or 10% of
the sum of such officer's salary and bonus in each respective year.
(2) Consists of awards under the Company's Management Incentive Compensation Plan, which is a performance-
based plan. For Mr. Peterson in 1995, the bonus paid also includes a relocation bonus of $3,500.
(3) The amounts in the table reflect the market value on the date of grant (net of any consideration paid
by the named executive officer) of restricted shares of Common Stock awarded under the 1989 Restricted
Stock
<PAGE> 9
Plan and the 1993 Plan. The number of shares of restricted Common Stock held by the named
executive officers and the market value of such shares (net of any consideration paid by the named
executive officers) as of December 31, 1995, were as follows: Mr. Coppola, 50,357 shares ($830,891);
Mr. Kleinfeldt, 23,000 shares ($379,000); Mr. Anders, 14,000 shares ($230,800); Mr. Simon, 23,000
shares ($379,000); and Mr. Peterson, 14,000 shares ($230,500). The shares of restricted stock granted
to each named executive officer in 1995 will vest on December 31, 1997 assuming that certain
performance criteria are achieved. During 1995, Messrs. Kleinfeldt, Anders, Simon and Peterson were
awarded 18,000, 12,000, 18,000 and 9,000 shares of restricted stock, respectively. During 1994, Mr.
Coppola was awarded 12,000 shares of restricted stock which vest on January 31, 1997 and 38,000 shares
of restricted stock which vest on that date only upon the achievement of certain performance criteria.
Holders of shares of restricted Common Stock are entitled to receive dividends on such shares.
(4) The amounts reflected in the table for fiscal 1995 consist of the following: (a) for Mr. Coppola, a
$52,353 contribution (including accrued interest) credited to his account under his supplemental
pension arrangement, see "Pension Plan Benefits," and a Company matching contribution of $1,125 under
the Giddings & Lewis Savings Plan (the "Savings Plan"), which is a profit sharing plan under Section
401(k) of the Internal Revenue Code; and (b) for all other named executive officers, Company matching
contributions under the Savings Plan.
(5) Mr. Coppola was elected Chairman of the Board and Chief Executive Officer of the Company in July 1993.
(6) Mr. Anders was elected Group Vice President and General Manager-European Operations in February 1994.
</TABLE>
Stock Options
The Company has in effect the 1989 Stock Option Plan and the
1993 Plan pursuant to which options to purchase Common Stock may be
granted to key employees (including officers) of the Company and its
subsidiaries. The following table presents certain information as to
grants of stock options made during fiscal 1995 to each of the named
executive officers.
<TABLE>
<CAPTION>
Option Grants in 1995 Fiscal Year
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (2)
Number of Percent of
Securities Total Options At 0% At 10%
Underlying Granted to Exercise or Annual At 5% Annual Annual
Options Granted Employees in Base Price Expiration Growth Growth Growth
Name (#)(1) Fiscal Year ($/Share) Date Rate Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph R. Coppola . . 70,000 24.4% $15.875 2/03/05 $0 $698,854 $1,771,044
Richard C. Kleinfeldt 18,000 6.3 15.875 2/03/05 0 179,705 455,411
Heinz G. Anders . . . 12,000 4.2 15.875 2/03/05 0 119,804 303,607
James B. Simon . . . 18,000 6.3 15.875 2/03/05 0 179,705 455,411
Stephen M. Peterson . 9,000 3.1 15.875 2/03/05 0 89,853 227,706
<FN>
(1) The options reflected in the table (which are non-qualified options for purposes of the Internal Revenue Code)
were granted on February 3, 1995 and vest ratably over a two-year period in the case of Mr. Coppola and over a
three-year period in the case of the other named executive officers.
<PAGE> 10
(2) This presentation is intended to disclose the potential value which would accrue to the optionee if the option
were exercised the day before it would expire and if the per share value had appreciated at the compounded
annual rate indicated in each column. The assumed rates of appreciation of 5% and 10% are prescribed by the
rules of the Securities and Exchange Commission regarding disclosure of executive compensation. The assumed
annual rates of appreciation are not intended to forecast possible future appreciation, if any, with respect to
the price of the Common Stock.
</TABLE>
The following table sets forth information regarding the
exercise of stock options by the named executive officers during the 1995
fiscal year and the fiscal year-end value of unexercised options held by
such persons.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1995
Fiscal Year and Fiscal Year-End Option Values
Number of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options at Fiscal
Options at Fiscal Year-End (#) Year-End ($)(1)
Shares Acquired Value Realized
Name on Exercise (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Coppola - $ - 73,500 132,500 $ - $43,750
Richard C. Kleinfeldt - - 36,287 26,000 190,000 11,250
Heinz G. Anders - - 6,000 24,000 - 7,500
James B. Simon - - 35,283 24,666 190,000 11,250
Stephen M. Peterson 8,000 74,000 16,034 14,333 - 5,625
<FN>
(1) The dollar values are calculated by determining the difference between the fair market value of the underlying
Common Stock and the exercise price of the options at exercise or fiscal year-end, respectively.
</TABLE>
Pension Plan Benefits
The following table shows at different levels of remuneration
and years of credited service the estimated annual benefits payable as a
straight life annuity to a covered participant (assuming retirement at age
65) under the Giddings & Lewis Retirement Plan as presently in effect (the
"Retirement Plan") and under the Company's unfunded supplemental benefit
pension plan, which provides benefits that would otherwise be denied
participants by reason of certain limitations imposed by the Internal
Revenue Code on qualified plan benefits (the "excess benefit plan").
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
Average
Remuneration 5 10 15 20 25 30 35
<S> <C> <C> <C> <C> <C> <C> <C>
$ 75,000 . . . $ 6,188 $ 12,375 $ 18,563 $ 24,750 $ 30,938 $ 37,125 $ 43,313
150,000 . . . 12,375 24,750 37,125 49,500 61,875 74,250 86,625
200,000 . . . 16,500 33,000 49,500 66,000 82,500 99,000 115,500
300,000 . . . 24,750 49,500 74,250 99,000 123,750 148,500 173,250
400,000 . . . 33,000 66,000 99,000 132,000 165,000 198,000 231,000
450,000 . . . 37,125 74,250 111,375 148,500 185,625 222,750 259,875
</TABLE>
Remuneration covered by the plans is a participant's salary and
bonus, as shown in the Summary Compensation Table, whether or not such
compensation has been deferred at the participant's election. Benefits
<PAGE> 11
are based on a participant's average remuneration for the five consecutive
of the last ten calendar years for which such average is the highest, or
in the case of a participant who has been employed for less than five full
calendar years, the period of his employment covered by the plans. Under
the Retirement Plan, only salary, as shown in the Summary Compensation
Table, up to the limits imposed by the Internal Revenue Code, is taken
into account. The 1995 compensation limit applicable to the Retirement
Plan is $150,000. The number of years of credited service as of
December 31, 1995 that will be recognized for certain of the named
executive officers is as follows: Mr. Kleinfeldt, 31 years; Mr. Simon, 31
years; and Mr. Peterson, 27 years. Benefits under the plans include a
Social Security offset only for benefits attributable to service before
1989. No benefits are payable under the plans unless a participant has at
least five years of service. Mr. Coppola and Mr. Anders do not
participate in the Retirement Plan and the excess benefit plan.
The Company also has in effect an unfunded supplemental pension
arrangement for the benefit of Mr. Coppola. This arrangement provides for
an annual benefit accrual to be credited to Mr. Coppola's account in an
amount equal to 8% of his salary and bonus. Mr. Coppola is fully vested
under this arrangement and will be entitled to receive the amounts
credited to his account upon retirement plus credited earnings thereon.
Employment and Severance Agreements with Named Executive Officers
The Company entered into an employment agreement with Mr.
Coppola effective July 1, 1993 pursuant to which the Company will employ
Mr. Coppola as its Chairman of the Board and Chief Executive Officer until
the earlier of June 30, 1996 or his death, disability or termination
(whether for cause or voluntarily by the Company or Mr. Coppola). Mr.
Coppola's employment agreement provides for an annual base salary of
$350,000 (subject to upward adjustment) and entitles Mr. Coppola to
participate in the bonus and other employee benefit plans (other than the
Retirement Plan and the excess benefit plan) generally available to the
Company's executive officers. In lieu of participation in the Retirement
Plan and the excess benefit plan, Mr. Coppola's agreement provides him
with the unfunded supplemental retirement plan described under "Pension
Plan Benefits" above. Under the terms of his employment agreement, if Mr.
Coppola's employment is voluntarily terminated by the Company without cause,
Mr. Coppola will be entitled to receive his then current base salary and
continuing health insurance until June 30, 1996. The employment agreement
also contains a covenant not to compete which extends for a period of two
years after Mr. Coppola's term of employment ends.
The Company also has employment and severance agreements with
certain of its executive officers, including Messrs. Coppola, Kleinfeldt,
Simon and Peterson. The agreements provide that each executive officer is
entitled to benefits if, within five years after a "change in control of
the Company," the officer's employment is ended through (i) termination by
the Company, other than by reason of death or disability or for cause (as
defined in the agreements), or (ii) termination by the officer following
the first anniversary of the change in control or due to a breach of the
agreement by the Company or a significant change in the officer's
responsibilities. The benefits provided are: (i) a cash termination
payment of up to three times the sum of the executive officer's annual
salary and his highest annual bonus during the three years before the
termination and (ii) continuation for up to five years of equivalent
hospital, medical, dental, accident, disability and life insurance
coverage as in effect at the time of termination. Among other situations,
a "change of control of the Company" will be deemed to have occurred for
purposes of the agreements if: (i) a person (other than with respect to
an employee benefit plan of the Company) becomes the beneficial owner of
20% or more of the voting power of the Company's securities; (ii) at any
time one-third or more of the directors of the Company are not Continuing
Directors (as defined in the agreements); (iii) a merger is consummated in
which the Company is not the surviving corporation or pursuant to which
shares of Common Stock are converted into cash, securities or other
property, unless the holders of Common Stock maintain their same
proportionate ownership in the surviving corporation; (iv) the Company
sells
<PAGE> 12
or otherwise disposes of all or substantially all of its assets; or
(v) the shareholders of the Company approve a plan of liquidation or
dissolution for the Company. Each agreement provides that if any portion
of the benefits under the agreement or under any other agreement for the
officer would constitute an "excess parachute payment" for purposes of the
Internal Revenue Code, benefits will be reduced so that the officer will
be entitled to receive $1 less than the maximum amount which he could
receive without becoming subject to the 20% excise tax imposed by the
Code, or which the Company may pay without loss of deduction under the
Code. With respect to Mr. Coppola, any benefits payable under his
employment and severance agreement are in lieu of the severance payments
that may be due Mr. Coppola under his employment agreement.
In addition, a subsidiary of the Company has an agreement with
Mr. Anders pursuant to which he will be employed as Managing Director of
such subsidiary until May 31, 1998, subject to voluntary termination by
Mr. Anders and termination for cause under German law. Mr. Ander's
employment agreement provides for a minimum annual base salary of DM
350,000 (approximately $243,460) and is subject to upward adjustment. He
is eligible to participate in the Company's Management Incentive
Compensation Plan and receive certain other perquisites. The employment
agreement provides that the subsidiary will pay one-half of Mr. Anders'
obligations with respect to certain social security contributions required
by German law and will pay to Mr. Anders or his beneficiary six months'
salary in the event of his disability and three months' salary in the
event of his death. The employment agreement also contains a covenant not
to compete which extends for a period of two years after termination of
such agreement.
Report on Executive Compensation
The Compensation Committee of the Board is responsible for all
aspects of the Company's compensation package offered to its corporate
officers, including the named executive officers. The following report
was prepared by the members of the Compensation Committee.
The Compensation Committee determines the compensation of the
Chief Executive Officer, and sets the policy for, reviews, and approves
the recommendations of management (subject to such adjustments as may be
deemed appropriate by the Compensation Committee and subject to the
Committee's sole discretion regarding awards for stock options and
restricted shares) with respect to the compensation awarded to other
corporate officers (including the other named executive officers). The
key elements of the Company's executive compensation program consist of
base salary, annual bonus opportunity, and grants of stock options and
restricted stock.
The Compensation Committee's policies with respect to each of
these compensation program elements, including the basis for the
compensation awarded to the Company's Chief Executive Officer, are
discussed below. While the elements of compensation described below are
considered separately, the Compensation Committee takes into account the
full compensation package offered by the Company to the individual,
including pension benefits, supplemental retirement benefits, severance
plans, life insurance, and other welfare benefits and perquisites
consistent with prevailing industry practices as well as the programs
described below.
The Company's executive compensation program is designed to be
closely linked to corporate performance and returns to shareholders. To
this end, the Company has developed an overall compensation strategy and
specific compensation plans that tie a significant portion of executive
compensation to the Company's success in meeting specified performance
goals and to appreciation in the Company's stock price. The overall
objectives of this strategy are to attract and retain qualified executive
talent, to motivate these executives to achieve goals inherent in the
Company's business strategy, to link executive and shareholder interests
through equity-based plans and to provide a compensation package that
recognizes individual contributions as well as overall business results.
<PAGE> 13
The Compensation Committee continually monitors the operation of
the executive compensation program and annually conducts a full review of
the program. This review includes a comprehensive assessment by
independent compensation consultants to determine the effectiveness of the
Company's compensation program in providing executives with a competitive
compensation opportunity which is tied to the Company's strategic and
business goals. The consultants compare the Company's executive
compensation levels to the market using general compensation survey data,
and then verify these results by comparing executive compensation, Company
financial performance, stock price appreciation and total return to
shareholders to a group of public companies that have characteristics
similar to the Company with respect to size and performance. The peer
group is reviewed by the Compensation Committee to ensure that the
selected companies are comparable with the Company. The Compensation
Committee's goal is to set executive compensation levels at the median
level indicated by both the peer group of companies used for comparison
purposes and the published survey data.
The peer group companies include those constituting the Standard
& Poor's Diversified Machinery Index to which the Company compares its
cumulative return (see "Performance Information") as well as other
companies. The Compensation Committee believes that expansion of the
comparator group beyond that index is appropriate since each of the
companies in the Standard & Poor's Diversified Machinery Index has greater
total annual revenues than the Company.
Base Salaries. The Company has established competitive base
salary ranges for all executive officers, including the named executive
officers. These salary ranges are set in accordance with the
recommendations developed by the Company's independent compensation
consultants with data from recognized compensation surveys covering
hundreds of manufacturing companies. The Company's policy is to target
its base salary ranges to the median of the competitive market which is
defined as companies of similar characteristics and size.
Annual salary adjustments for each executive officer are based
on competitive salary increase levels determined by published data, the
relationship of an executive officer's salary to the midpoint of the
applicable salary range, and the executive's individual performance over
the past year, taking into account any new responsibilities assumed by the
executive. In the case of executive officers with operating
responsibility for a particular business unit, individual performance may
be determined by either such business unit's financial results,
nonfinancial performance measures or both. Nonfinancial measures may
include an increase in market share, manufacturing efficiency gains,
improvements of product quality and improvements in relations with
customers, suppliers and employees. Nonfinancial measures used for
executive officers are determined on a case-by-case basis and the
Compensation Committee does not assign any specific weight to any one of
these factors.
The base salary established for Mr. Coppola reflects the
competitive market median salary range established for this position by
the Compensation Committee based on discussions with outside consultants,
his contribution to the Company's performance, his prior experience and
managerial expertise, his knowledge of the Company's operations and
industry, and his knowledge of the Company's customer base. For 1995, Mr.
Coppola's base salary was set at $ 425,000.
Annual Bonus. The Company's executive officers are eligible for
an annual cash bonus under the Company's Management Incentive Compensation
Plan. Corporate performance objectives under this Plan are established at
the beginning of each year. Eligible executives are assigned minimum,
target, maximum and reach bonus levels. The target bonus levels represent
competitive target bonuses based on recognized compensation survey data as
determined by the Compensation Committee in consultation with the
Company's independent compensation consultants. This is the same survey
data used to determine base salary ranges. The fiscal 1995 annual
incentive targets for executive officers were set at the competitive
median.
<PAGE> 14
For all executives, the bonus is based 80% on financial
performance and 20% on individual performance. For those executives with
business unit accountability, the financial measures are related to the
unit's success in meeting bookings and earnings goals for the period. The
financial goals for those executives, including Mr. Coppola, without
specific business unit accountability is budgeted earnings per share
("EPS"). In all cases, if minimum performance expectations (both
individual and corporate) are not met, no bonuses will be paid. In 1995,
the Company exceeded its minimum EPS objectives before extraordinary
charges but fell slightly short of its target. Based on these results,
Mr. Coppola was awarded a bonus of $240,771 against a target bonus of
$255,000.
Stock Options. Under the Company's stock option plans, which
were approved by shareholders, stock options are granted to key employees
of the Company, including key executive officers. Based on the
recommendations of independent compensation consultants retained by the
Company, the Compensation Committee has established guidelines for the
size of stock options awards on competitive stock option grant levels
indicated by published survey data covering target manufacturing
companies. These guidelines are stated as total grant value as a multiple
of base salary. In determining whether to grant stock options in
accordance with the guidelines governing such grants, the Compensation
Committee also considers past and current corporate performance as well as
the size of prior grants made to the Company's executive officers.
For 1995, Mr. Coppola received an option to purchase 70,000
shares of Common Stock at an exercise price of $15.875 per share. The
exercise price reflects the market value of the Common Stock on the date
of the award. The option will vest ratably over two years. In addition,
other executive officers were awarded stock options in 1995 which vest
ratably over three years.
Restricted Stock. From time to time, the Compensation Committee
grants executives shares of restricted stock to recognize individual
contributions, the vesting of which is dependent upon the achievement of
certain performance criteria. The Compensation Committee, considering
recommendations made by the Chief Executive Officer, decides appropriate
award amounts based on the circumstances of the situation, e.g., in the
case of a new hire, the level of the position to be filled and the
qualifications of the executive sought to satisfy that role. In
determining whether to grant shares of restricted stock and the number of
shares subject to the grants made, the Compensation Committee considers
the size of prior restricted stock grants made to the Company's executive
officers.
In 1995, all named executive officers, except Mr. Coppola,
received grants of performance based restricted stock. These shares vest
on December 31, 1997 if the Company meets specified earnings per share
targets for the 1995 - 1997 period.
Stock Retention Policy. The Compensation Committee has adopted
guidelines to assist key employees, including executive officers, in
determining appropriate levels of Common Stock ownership. The guidelines
set forth a minimum value of Common Stock which the Compensation Committee
suggests each key employee hold. The minimum value established for any
particular individual relates to varying multiples of his or her salary
depending upon the individual's position with the Company. The multiple
is the highest for the Chief Executive Officer. The Compensation
Committee expects the guidelines will be met no later than December 31,
1996 by all current covered executive officers and within three years
after hire or promotion for all new executive officers covered by the
guidelines. The Compensation Committee intends to reference these
guidelines when making future stock-based awards to executive officers in
order to ensure that the executive officers have the opportunity to meet
the established stock ownership guidelines.
<PAGE> 15
Section 162(m) Limitations. Under Section 162(m) of the
Internal Revenue Code, a tax deduction by certain corporate taxpayers,
including the Company, is limited with respect to the compensation of
certain executive officers unless such compensation is based upon
performance objectives meeting certain regulatory criteria or is otherwise
excluded from the limitation. The Compensation Committee is committed to
a compensation approach which links executive compensation with
performance as described in this report, and therefore intends to qualify
compensation paid to the Company's executive officers for deductibility by
the Company under Section 162(m).
Conclusion. Through the programs described above, a significant
portion of the Company's executive compensation is linked directly to
corporate performance and stock price appreciation. In determining each
of the components of total compensation for executive officers, the
Compensation Committee targets 35% to 50% of total compensation to be in
the form of performance-based variable compensation. In 1995, as in
previous years, the performance-based components of the Company's
executive compensation fell within this range based on a projected value
of long-term compensation over five years. The Compensation Committee
intends to continue the policy of linking executive compensation to
corporate performance and returns to shareholders, recognizing that the
ups and downs of the business cycle from time to time may, during a
particular period, result in a compensation mix for an executive which is
different than the desired range.
GIDDINGS & LEWIS, INC.
COMPENSATION COMMITTEE
John A. Becker, Chairman Benjamin F. Garmer, III
Ruth M. Davis Ben R. Stuart
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee are identified
above. Mr. Garmer, a member of the Compensation Committee, is a partner
in the law firm of Foley & Lardner, Milwaukee, Wisconsin. Foley & Lardner
has acted as outside counsel for the Company since its initial public
offering in 1989.
<PAGE> 16
PERFORMANCE INFORMATION
The following graph compares on a cumulative basis the yearly
changes during the last five years in (a) the total shareholder return on
the Common Stock with (b) the total return on the Standard & Poor's 500
Composite Index (the "S&P 500 Index") and (c) the total return on the
Standard & Poor's Diversified Machinery Index (the "S&P Diversified
Machinery Index"). Such yearly changes have been measured by dividing (a)
the sum of (i) the amount of dividends for the measurement period,
assuming dividend reinvestment, and (ii) the difference between the price
per share at the end of and the beginning of the measurement period, by
(b) the price per share at the beginning of the measurement period. The
graph assumes $100 was invested on December 31, 1990 in Common Stock, the
S&P 500 Index and the S&P Diversified Machinery Index.
[Performance Graph]
<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31, December 31, December 31,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
GIDDINGS & LEWIS, INC. $100 $170 $292 $310 $178 $199
S&P 500 100 128 136 144 146 191
S&P DIVERSIFIED
MACHINERY 100 108 115 169 159 193
</TABLE>
<PAGE> 17
MISCELLANEOUS
Independent Auditors
Ernst & Young LLP acted as the independent auditors for the
Company in 1995 and it is anticipated that such firm will be similarly
appointed to act in 1996. Representatives of Ernst & Young LLP are
expected to be present at the Annual Meeting with the opportunity to make
a statement if they so desire. Such representatives are also expected to
be available to respond to appropriate questions.
Shareholder Proposals
Proposals which shareholders of the Company intend to present at
and have included in the Company's proxy statement for the 1997 annual
meeting must be received by the Company by the close of business on
November 19, 1996. In addition, a shareholder who otherwise intends to
present business at the 1997 annual meeting (including nominating persons
for election as directors) must comply with the requirements set forth in
the Company's By-laws. Among other things, to bring business before an
annual meeting, a shareholder must give written notice thereof to the
Secretary of the Company in advance of the meeting in compliance with the
terms and within the time periods specified in the By-laws.
Other Matters
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. The
regulations of the Securities and Exchange Commission require officers and
directors to furnish the Company with copies of all Section 16(a) forms
they file. Based on such forms, the Company believes that all its
officers and directors have complied with the Section 16(a) filing
requirements.
The cost of soliciting proxies will be borne by the Company. In
addition to soliciting proxies by mail, proxies may be solicited
personally and by telephone by certain officers and regular employees of
the Company. The Company has retained D.F. King & Co., Inc. to assist in
the solicitation of proxies from brokers, banks and other nominees for an
estimated fee of $5,500 plus out-of-pocket expenses. The Company may also
reimburse brokers and other nominees for their expenses in communicating
with the persons for whom they hold Common Stock.
By Order of the Board of Directors
GIDDINGS & LEWIS, INC.
Richard C. Kleinfeldt
Secretary
March 19, 1996
<PAGE>
GIDDINGS & This Proxy is Solicited on Behalf of the
LEWIS, INC. Board of Directors
142 Doty Street
Fond du Lac, The undersigned hereby appoints Joseph R. Coppola
Wisconsin 54935 and Richard C. Kleinfeldt, and each of them, as
Proxies with the power of substitution (to act
jointly or if only one acts then by that one) and
hereby authorizes them to represent and to vote as
designated below all of the shares of Common Stock
of Giddings & Lewis, Inc. held of record by the
undersigned on March 8, 1996 at the annual meeting
of shareholders to be held on April 24, 1996, or
any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
PROXY [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed below (except to vote for all
as marked to the nominees listed
contrary below) below
Terms expiring at the 1999 Annual Meeting:
Ruth M. Davis, Benjamin F. Garmer, III and
Richard C. Kleinfeldt
INSTRUCTION: To withhold authority to
vote for any individual
nominee, write that nominee's
name in the space provided
below.
2. IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
(continued on reverse side)
<PAGE>
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this proxy will be voted "FOR" the election of the
Board's nominees.
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate name
by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
DATED: , 1996
Signature
Signature (if held jointly)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE>
GIDDINGS & This Proxy is Solicited on Behalf of the Board of
LEWIS, INC. Directors
142 Doty Street
Fond du Lac, The undersigned hereby appoints Joseph R. Coppola and
Wisconsin 54935 Richard C. Kleinfeldt, and each of them, as Proxies
with the power of substitution (to act jointly or if
only one acts then by that one) and hereby authorizes
them to represent and to vote as designated below all
of the shares of Common Stock of Giddings & Lewis,
Inc. held of record by the undersigned on March 8,
1996 at the annual meeting of shareholders to be held
on April 24, 1996, or any adjournment or postponement
thereof.
1. ELECTION OF DIRECTORS
PROXY [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as to vote for all
marked to the nominees listed
contrary below) below
Terms expiring at the 1999 Annual Meeting:
Ruth M. Davis, Benjamin F. Garmer, III and Richard C.
Kleinfeldt
INSTRUCTION: To withhold authority to vote for
any individual nominee, write that
nominee's name in the space
provided below.
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
(continued on reverse side)
<PAGE>
SAVINGS PLAN
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted "FOR" the election of the Board's nominees.
Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
DATED: , 1996
Signature
Signature (if held jointly)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
