<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ALDILA, 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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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>
[LOGO]
April 8, 1998
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Aldila, Inc., to be held Wednesday, May 6,
1998, at 9:00 a.m. at the Rancho Bernardo Inn, 17550 Bernardo Oaks Drive, San
Diego, California 92128. The formal notice and proxy statement for the Annual
Meeting are attached to this letter.
It is important that you sign, date and return your proxy card in the
enclosed envelope as soon as possible, even if you currently plan to attend the
Annual Meeting. By doing so, you will ensure that your shares are represented
and voted at the meeting. If you decide to attend, you can still vote your
shares in person, if you wish.
On behalf of the Board of Directors, I thank you for your cooperation and I
look forward to seeing you on May 6th.
Very truly yours,
/s/ GARY T. BARBERA
-------------------
Gary T. Barbera
Chairman of the Board
<PAGE>
ALDILA, INC.
15822 BERNARDO CENTER DRIVE
SAN DIEGO, CALIFORNIA 92127
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1998
TO THE STOCKHOLDERS OF ALDILA, INC.
Notice is hereby given that the Annual Meeting of Stockholders of Aldila,
Inc. (the "Company") will be held at the Rancho Bernardo Inn, 17550 Bernardo
Oaks Drive, San Diego, California 92128, on Wednesday, May 6, 1998, at
9:00 a.m., Pacific time, for the following purposes:
1. ELECTION OF DIRECTORS. To elect by vote of the holders of Common
Stock a total of eleven persons to the Board of Directors to serve
until the next Annual Meeting of Stockholders and until their
successors are elected and have qualified. The Board of Directors'
nominees are:
Gary T. Barbera John J. Henry
Peter E. Bennett Donald C. Klosterman
Thomas A. Brand Wm. Brian Little
Jon B. DeVault Peter R. Mathewson
Marvin M. Giles, III Chapin Nolen
Vincent T. Gorguze
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS. To
ratify the Board of Directors' selection of Deloitte & Touche LLP as
the Company's independent accountants for the fiscal year ending
December 31, 1998.
3. OTHER BUSINESS. To consider and act upon such other business as may
properly come before the meeting.
Only stockholders of record at the close of business on March 20, 1998 will
be entitled to notice of the Annual Meeting and to vote at the Annual Meeting
and at any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert J. Cierzan
---------------------
Robert J. Cierzan
Secretary
Dated: April 8, 1998
WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE. YOU MAY REVOKE YOUR PROXY IF YOU DECIDE TO ATTEND THE ANNUAL
MEETING AND WISH TO VOTE YOUR SHARES IN PERSON.
<PAGE>
ALDILA, INC.
15822 BERNARDO CENTER DRIVE
SAN DIEGO, CALIFORNIA 92127
(619) 592-0404
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1998
GENERAL
This proxy statement is furnished to stockholders of Aldila, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company (the "Board" or "Board of
Directors") for use at the Annual Meeting of Stockholders to be held at 9:00
a.m., Pacific time, on Wednesday, May 6, 1998, at the Rancho Bernardo Inn,
17550 Bernardo Oaks Drive, San Diego, California 92128, and any adjournments
thereof (the "Annual Meeting" or "Meeting").
Common stockholders of record as of the close of business on March 20,
1998, will be entitled to vote at the Meeting or any adjournments thereof.
As of the record date, the Company had outstanding 15,443,871 shares of
Common Stock, each entitled to one vote on all matters to be voted upon.
This proxy statement, the accompanying form of proxy and the Company's annual
report to stockholders for the fiscal year ended December 31, 1997 are being
mailed on or about April 8, 1998, to each stockholder entitled to vote at the
Meeting.
VOTING AND REVOCATION OF PROXIES
VOTING
If the enclosed proxy is executed and returned in time and not revoked,
all shares represented thereby will be voted. Each proxy will be voted in
accordance with the stockholder's instructions. If no such instructions are
specified, the proxies will be voted FOR the election of each person
nominated for election as a director and FOR the ratification of the Board's
selection of Deloitte & Touche LLP as the Company's independent accountants
for the fiscal year ending December 31, 1998.
Assuming a quorum is present, the affirmative vote by the holders of a
plurality of the votes cast at the Meeting will be required for the election
of directors; the affirmative vote of a majority of the votes cast at the
Meeting will be required for the ratification of the Board's selection of
Deloitte & Touche LLP as the Company's independent accountants; and the
affirmative vote of a majority of the votes cast at the Meeting will be
required to act on all other matters to come before the Annual Meeting. An
automated system administered by the Company's transfer agent tabulates the
votes. For purposes of determining the number of votes cast with respect to
any voting matter, only those cast "for" or "against" are included.
Abstentions and broker non-votes are counted only for purposes of determining
whether a quorum is present at the Meeting. With respect to all matters
(other than the election of directors), abstentions and broker non-votes will
have the effect of reducing the number of affirmative votes required to
achieve a majority of the votes cast.
<PAGE>
REVOCATION
A stockholder giving a proxy may revoke it at any time before it is
voted by delivery to the Company of a subsequently executed proxy or a
written notice of revocation. In addition, returning your completed proxy
will not prevent you from voting in person at the Annual Meeting should you
be present and wish to do so.
ELECTION OF DIRECTORS
The Company's Restated Bylaws give the Board the power to set the number
of directors at no less than one nor more than twenty-one. The size of the
Company's Board is currently set at eleven. Directors hold office until the
next annual meeting of stockholders and until their successors are elected
and have qualified.
Unless otherwise directed, proxies in the accompanying form will be
voted FOR the nominees listed below. If any one or more of the nominees is
unable to serve for any reason or withdraws from nomination, proxies will be
voted for the substitute nominee or nominees, if any, proposed by the Board
of Directors. The Board has no knowledge that any nominee will or may be
unable to serve or will or may withdraw from nomination. All of the
following nominees are current directors of the Company whose terms end at
the 1998 Annual Meeting. Information concerning nominees for director is set
forth below.
Prior to the Company's initial public offering in June 1993 (the "June
Offering"), there were only three directors of the Company, all of whom were
general partners of an affiliate of the Company's then majority stockholder.
On April 23, 1993, each director of Aldila Golf Corp., the Company's sole
direct subsidiary as of that date, was elected to serve as a director of the
Company. Accordingly, reference to service with the Company through April 23,
1993 means only service with Aldila Golf Corp. and the predecessor company to
Aldila Golf Corp.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE BOARD OF DIRECTORS'
NOMINEES FOR DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK.
NOMINEES FOR ELECTION BY HOLDERS OF COMMON STOCK
GARY T. BARBERA has been Chairman of the Board of the Company since
January 1, 1996. He has been Chief Executive Officer of the Company since
June 1992 and a director of the Company since September 1988. Mr. Barbera
was President and Chief Operating Officer from September 1988 to December 31,
1995. From December 1986 to January 1988, Mr. Barbera was President and
Chief Operating Officer at Dickey-John Corp., a company specializing in
electronic controls and agricultural manufacturing. Previously, Mr. Barbera
was Group Vice President for Bourns, Inc. a private electronics manufacturer.
From 1979 to 1985, Mr. Barbera was Chief Executive Officer of Oak
Technology, Inc., a subsidiary of Oak Industries, which produced laminates
for a variety of products. Age: 60
THOMAS A. BRAND has been a director of the Company since November 3,
1997. Since January 1994, Mr. Brand has been an instructor at the University
of Phoenix and a consultant to the composite materials industry. From 1983
to 1992, he was Senior Vice President/General Manager of Fiberite Advanced
Materials, a business unit of ICI-PLC. From 1964 to 1983, Mr. Brand served
as Vice President/General Manager, Fiberite West Coast Corp., which is a
division of Fiberite Corporation. Age: 64
PETER E. BENNETT has been a director of the Company since November 1994.
Mr. Bennett has been the President and a Senior Partner of Liberty Partners
L.P. since September 1992. From July 1982 to August 1992, he was a Senior
Vice President of Merrill Lynch Interfunding Inc. He is a director of
Datamax Corp., "A"-Company, PlayPower, Inc., Polaris Pool Systems, PADCOM,
Inc. and Regulus Group, LLC. Age: 56.
JON B. DeVAULT has been a director and Vice President of the Company and
President of Aldila Materials Technology Corp., the Company's operating
subsidiary that manufactures carbon fiber, since
2
<PAGE>
November 3, 1997. Prior to joining the Company, from November 1995 to
November 1997, Mr. DeVault served as Executive Vice President of Fiberite, a
diversified carbon fiber manufacturing company, and was responsible for
strategic planning and business development. In 1995 Mr. DeVault started a
consulting business, DeVault & Associates, Inc. where he provided management
and technical services to the advanced materials industry and to government
agencies. From 1992 to 1995, Mr. DeVault was employed with the Department of
Defense's Advanced Research Projects Agency, DARPA, where he was responsible
for planning and implementing a strategy to reduce the cost of polymer matrix
composite structures. Before joining DARPA, Mr. DeVault was part of the
original management team and served as President of Composite Products Group,
Hercules Aerospace Company. During his tenure he held various positions of
increasing responsibility, including Manager, Marketing, Vice President
Composite Structures, Vice President and General Manager, Graphite Materials
and Composite Structures and finally President, Composite Products Group.
Age: 60.
MARVIN M. GILES, III has been a director of the Company since October
1993. He has been President of Pros, Incorporated ("Pros") since he
co-founded that company in 1973. Pros is a business management firm that
specializes in representing professional athletes, particularly golfers
including Davis Love III, Tom Kite and Lanny Wadkins. Mr. Giles is also an
accomplished golfer. He was the 1972 U.S. Amateur Champion and the 1975
British Amateur Champion. Mr. Giles was the 1993 U.S. Walker Cup Captain and
played on four Walker Cup teams from 1969 to 1975. Age: 55.
VINCENT T. GORGUZE was Chairman of the Board of the Company from
September 1988 until December 31, 1995 and is currently serving as Chairman
Emeritus. He was Chief Executive Officer of the Company from September 1988
until June 1992 and has served as a consultant to the Company following his
service as Chief Executive Officer. In September 1997, Mr. Gorguze became
Chairman of the Board of Directors and Chief Executive Officer of Carco
Electronics Inc., a manufacturer of flight motion simulators, target systems,
radar sighting equipment and gyroscopes. Since 1978, Mr. Gorguze has been
Chairman and CEO of Sinclair & Rush, Inc., a plastics company and since July
1995 has served as Chairman and CEO of PlayPower, Inc. Mr. Gorguze
previously held various executive positions with Emerson Electric from 1962
to 1978, including Vice Chairman, President and Chief Operating Officer.
Age: 81
JOHN J. HENRY has been a director of the Company since November 1994.
Mr. Henry has been the Vice Chairman of Sinclair & Rush since September 1978.
Mr. Henry previously held various executive positions with Rockwell
International Corp. from 1967 to 1978, including Sr. Vice President and
President of the Admiral Corporation. He is a director of Astrotech
International Corporation, PlayPower, Inc. and Duquesne University. Age 71.
DONALD C. KLOSTERMAN has been a director of the Company since March
1994. Mr. Klosterman was the Chairman of the Board of NTN Communications,
Inc. ("NTN Communications") from April 1983 until September 1994. Since
September 1994, he has been a Director of NTN Communications. NTN
Communications is a satellite broadcasting company that provides interactive
entertainment programming. From July 1994 to November 1995, Mr. Klosterman
served as President of Pacific Casino Management Inc., a casino operator.
Mr. Klosterman also currently serves on the Board of Directors of the Bel Air
Country Club. Age: 68.
WM. BRIAN LITTLE has been a director of the Company since January 1992.
Since January 1995 he has been a private investor. From January 1994 to
December 1994, he was a Special Limited Partner of FLC Partnership, the
General Partner of Forstmann Little & Co. He was a General Partner of FLC
Partnership from 1978 when he co-founded Forstmann Little & Co. until
December 1993. He is a director of The Topps Company, Inc. and Department
56, Inc. Age: 56.
PETER R. MATHEWSON has been a director of the Company since January 1997
and has been a Vice President of the Company since 1990. Since January 1997,
Mr. Mathewson has also served as President and Chief Operating Officer of
Aldila Golf Corp., the Company's operating subsidiary that conducts its core
golf operations. Mr. Mathewson has been with the Company since September
1973 and has held various positions, including: plant manager, production
manager, shipping and receiving supervisor, and purchasing agent. Age: 47.
3
<PAGE>
CHAPIN NOLEN has been a director of the Company since November 1994. Mr.
Nolen has been a director and was President of Combe, Incorporated from 1970
to 1995 and is currently serving as Vice Chairman of its Board of Directors.
He is a director of Santa Barbara Olive Company and the Cosmetic Toiletry and
Fragrance Association. Age: 65.
FURTHER INFORMATION CONCERNING
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company directs the management of the
business and affairs of the Company, as provided by Delaware law, and
conducts its business through meetings of the Board and four standing
committees: Executive, Audit, Compensation and Stock Option. In addition,
from time to time, special committees may be established under the direction
of the Board when necessary to address specific issues. The Company has no
nominating or similar committee.
COMMITTEES OF THE BOARD -- BOARD MEETINGS
The Board of Directors of the Company held five meetings in fiscal 1997.
Each director attended 75% or more of the aggregate of (i) meetings of the
Board held during the period for which he served as a director and (ii)
meetings of all committees held during the period for which he served on
those committees.
The EXECUTIVE COMMITTEE of the Board has the authority, between meetings
of the Board of Directors, to exercise all powers and authority of the Board
in the management of the business and affairs of the Company that may be
lawfully delegated to it under Delaware law. The Committee is chaired by
Vincent T. Gorguze, and its other members are Gary T. Barbera and Wm. Brian
Little. The Executive Committee had no meetings in fiscal 1997.
The AUDIT COMMITTEE's principal functions are to (i) review the adequacy
of the Company's system of internal control, (ii) review the independent
auditor's proposed audit scope and approach, (iii) conduct a post-audit
review of the financial statements and audit findings including any
significant suggestions for improvements provided to management by the
independent auditors, (iv) review the performance and fee arrangements of the
independent auditors and (v) recommend the appointment of the independent
auditors. The Audit Committee reports to the Board, and has lines of
communication with management and the independent auditors (including private
meetings). The Audit Committee is currently comprised of John J. Henry, as
chairman, Peter E. Bennett and Chapin Nolen. The Audit Committee held four
meetings in fiscal 1997.
The COMPENSATION COMMITTEE is charged with the responsibility of
supervising and administering the Company's compensation policies, management
awards, reviewing salaries, approving significant changes in salaried
employee benefits, and recommending to the Board such other forms of
remuneration as it deems appropriate. The Compensation Committee is
currently comprised of Mr. Little, as chairman, and Peter E. Bennett and
Donald C. Klosterman. The Compensation Committee held four meetings in
fiscal 1997.
The STOCK OPTION COMMITTEE's principal functions are to determine
individuals to whom stock options will be granted under the Company's 1994
Stock Incentive Plan, the terms on which such options will be granted, and to
administer the 1994 Stock Incentive Plan. The Stock Option Committee is
currently comprised of Mr. Little, who is the chairman, Mr. Klosterman and
Marvin M. Giles, who are independent, "non-employee directors" (within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Exchange Act")). The Stock Option Committee also retains administrative
responsibility over the Company's 1992 Stock Option Plan. The Stock Option
Committee held three meetings in fiscal 1997.
4
<PAGE>
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board has selected the accounting firm of Deloitte & Touche LLP to
audit the Company's financial statements for, and otherwise act as the
Company's independent accountants with respect to, the fiscal year ending
December 31, 1998. Deloitte & Touche LLP has acted as independent
accountants for the Company since the fiscal year ended December 31, 1991.
In accordance with the Board's resolution, its selection of Deloitte & Touche
LLP as the Company's independent accountants for the current fiscal year is
being presented to stockholders for ratification at the Annual Meeting. The
Company knows of no direct or material indirect financial interest of
Deloitte & Touche LLP in the Company or any connection of that firm with the
Company in the capacity of promoter, underwriter, voting trustee, officer or
employee.
Members of Deloitte & Touche LLP will be present at the Meeting, will
have an opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT ACCOUNTANTS OF THE
COMPANY.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the shares
of Common Stock beneficially owned as of March 20, 1998 by (a) each person or
entity who, insofar as the Company has been able to ascertain, beneficially
owned more than 5% of the Company's Common Stock as of such date, (b) each of
the directors of the Company (all nominees for election as director are
current members of the Board), (c) the Company's Chief Executive Officer and
the four other most highly compensated executive officers of the Company for
the fiscal year ended December 31, 1997 (the "Named Executive Officers") and
(d) all current directors and executive officers of the Company as a group
(14 persons). Except as otherwise indicated the business address for each
person is c/o Aldila, Inc., 15822 Bernardo Center Drive, San Diego,
California 92127.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY PERCENT OF
NAME OWNED(1) SHARES(1)
---- ------------ -----------
<S> <C> <C>
Gary T. Barbera(2). . . . . . . . . . . . . . 402,137 2.6%
Peter E. Bennett(3) . . . . . . . . . . . . . 59,647 *
Thomas A. Brand(4). . . . . . . . . . . . . . 0 *
Robert J. Cierzan(5). . . . . . . . . . . . . 167,474 1.1%
Jon B. DeVault(6) . . . . . . . . . . . . . . 40,850 *
Marvin M. Giles, III(7) . . . . . . . . . . . 41,313 *
Vincent T. Gorguze(8) . . . . . . . . . . . . 599,085 3.9%
John J. Henry(9). . . . . . . . . . . . . . . 41,847 *
Donald C. Klosterman(10). . . . . . . . . . . 36,313 *
Wm. Brian Little(11). . . . . . . . . . . . . 319,904 2.1%
Peter R. Mathewson(12). . . . . . . . . . . . 168,464 1.1%
Chapin Nolen(13). . . . . . . . . . . . . . . 39,647 *
Peter J. Piotrowski . . . . . . . . . . . . . 17,086 *
Michael J. Rossi(14). . . . . . . . . . . . . 13,533 *
All directors and executive officers
as a group (14 persons)(15) . . . . . . . . . 1,947,300 12.6%
</TABLE>
- --------------------
* The percentage of shares of Common Stock beneficially owned does not exceed
one percent of the outstanding shares of Common Stock.
5
<PAGE>
(1) For purposes of this table, a person or group of persons is deemed to
have "beneficial ownership" of any shares of Common Stock which such
person has the right to acquire within 60 days following March 20, 1998.
For purposes of computing the percentage of outstanding shares of
Common Stock held by each person or group of persons named above, any
security which such person or persons has or have the right to acquire
within 60 days following March 20, 1998 is deemed to be outstanding, but
is not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(2) Includes options to acquire 200,483 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Barbera also has
options to purchase 186,667 shares of Common Stock that will not have
vested within 60 days following March 20, 1998. All of the currently
owned shares are owned by The Barbera Trust, of which Mr. Barbera and his
wife are the trustees.
(3) Includes options to acquire 29,647 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Bennett also has
options to purchase 16,667 shares of Common Stock that will not have
vested within 60 days following March 20, 1998.
(4) Mr. Brand has options to purchase 26,314 shares of Common Stock that will
not have vested within 60 days following March 20, 1998.
(5) Includes options to acquire 98,000 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Cierzan also has
options to purchase 95,000 shares of Common Stock that will not have
vested within 60 days following March 20, 1998. All of the currently
owned shares are owned by Robert J. Cierzan and Lynn M. Cierzan, JTWROS.
(6) Mr. DeVault also has options to purchase 100,000 shares of Common Stock
that will not have vested within 60 days following March 20, 1998.
(7) Includes options to acquire 36,313 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Giles also has
options to purchase 20,001 shares of Common Stock that will not have
vested within 60 days following March 20, 1998.
(8) Includes options to acquire 84,999 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Gorguze also has
options to purchase 10,001 shares of Common Stock that will not have
vested within 60 days following March 20, 1998. All of the shares
currently owned by Mr. Gorguze are owned by Gorguze Investments, L.P., a
limited partnership, of which Mr. Gorguze is sole limited partner and a
corporation, of which Lynn Gorguze, his daughter, owns 100% of the capital
stock, is sole general partner.
(9) Includes options to acquire 29,647 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Henry also has
options to purchase 16,667 shares of Common Stock that will not have
vested within 60 days following March 20, 1998.
(10) Reflects options to acquire shares of Common Stock that will have vested
within 60 days following March 20, 1998. Mr. Klosterman also has options
to purchase 20,001 shares of Common Stock that will not have vested within
60 days following March 20, 1998.
(11) Includes options to acquire 9,999 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Little also has
options to purchase 20,001 shares of Common Stock that will not have
vested within 60 days following March 20, 1998. Also includes 26,858
shares held by Mr. Little's IRA. Also includes 2,350 shares held by
each of Mr. Little's wife and his adult son and daughter, as to which
Mr. Little disclaims beneficial ownership.
6
<PAGE>
(12) Includes options to acquire 120,832 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Mathewson also has
options to purchase 121,668 shares of Common Stock that will not have
vested within 60 days following March 20, 1998.
(13) Includes options to acquire 29,647 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Nolen also has
options to purchase 16,667 shares of Common Stock that will not have
vested within 60 days following March 20, 1998.
(14) Includes options to acquire 13,333 shares of Common Stock that will have
vested within 60 days following March 20, 1998. Mr. Rossi also has
options to purchase 26,667 shares of Common Stock that will not have
vested within 60 days following March 20, 1998.
(15) Includes beneficial ownership of shares of Common Stock subject to options
exercisable within 60 days following March 20, 1998 and includes the
shares held by Gorguze Investments, L.P.
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and holders of more than 10% of the Company's Common Stock
to file with the Securities and Exchange Commission (the "SEC") reports of
ownership and changes in ownership of Common Stock and other equity
securities of the Company on Forms 3, 4 and 5. Based on a review of such
forms and written representations of reporting persons, the Company believes
that during the fiscal year ended December 31, 1997, its officers and
directors and holders of more than 10% of the Company's Common Stock complied
with all applicable Section 16(a) filing requirements.
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is certain information regarding each of the current
executive officers of the Company. Information about Messrs. Barbera,
DeVault and Mathewson is presented in "ELECTION OF DIRECTORS -- Nominees for
Election by Holders of Common Stock." Officers are appointed by and serve at
the discretion of the Board. Except as otherwise indicated, the positions
listed are with Aldila, Inc.
Name Age Position
- ---- --- --------
Gary T. Barbera 60 Chairman of the Board of Directors, Chief Executive
Officer, and Director
Jon B. DeVault 60 Vice President and Director; President of Aldila
Materials Technology Corp.
Peter R. Mathewson 47 Vice President and Director; President and Chief
Operating Officer of Aldila Golf Corp.
Robert J. Cierzan 51 Vice President, Finance, Secretary and Treasurer
Michael J. Rossi 44 Vice President, Sales and Marketing of Aldila Golf
Corp.
The principal occupations and positions for the past five years, and in
certain cases prior years, of the executive officers of the Company who are
not also nominees for election as a director, are as follows. Reference to
service with the Company through April 23, 1993 means only service with
Aldila Golf Corp. and the predecessor company to Aldila Golf Corp.
Robert J. Cierzan has been Secretary and Treasurer of Aldila since
January 1991 and Vice President, Finance since March 1989. From September
1988 to February 1989, Mr. Cierzan held the position of Executive Vice
President-Finance at Illinois Coil Spring Company, a diversified manufacturer
of springs, automotive push-pull controls and rubber products.
7
<PAGE>
Michael J. Rossi has been the Vice President, Sales and Marketing of
Aldila Golf Corp. since March 24, 1997 when he joined the Company. Prior to
that, from August 1994 to March 1997, Mr. Rossi was the Vice President and
General Manager of Fujikura Composite America which manufactures graphite
golf shafts and is a wholly owned subsidiary of Fujikura Rubber Limited, a
Japanese publicly held company. From November 1989 to August 1994, he was
Vice President, Sales Marketing for True Temper Sports, a division of the
Black & Decker Corporation which manufactures steel golf shafts.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the
compensation (cash and non-cash, plan and non-plan) paid to each of the Named
Executive Officers for services rendered in all capacities to the Company
during the three fiscal years ended December 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Securities
Other Annual Underlying
Name and Principal Position Fiscal Year Base Salary Bonus Compensation Options
--------------------------- ----------- ----------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Gary T. Barbera 1997 $359,400 $ -- $ -- 250,000
Chairman of the Board and 1996 332,900 86,600 -- 60,000
Chief Executive Officer 1995 317,000 -- -- 40,000
Peter R. Mathewson 1997 200,800 -- -- 162,500
Vice President; President and 1996 119,300 31,000 -- 40,000
Chief Operating Officer, 1995 111,000 -- 51,803(2) 25,000
Aldila Golf Corp.
Robert J. Cierzan 1997 159,000 -- -- 125,000
Vice President, Finance; 1996 137,400 35,700 -- 35,000
Secretary and Treasurer 1995 128,000 -- -- 18,000
Peter J. Piotrowski(1) 1997 129,300 -- -- 25,000
Vice President, Manufacturing 1996 119,200 31,000 -- 30,000
1995 113,000 -- 67,460(2) 25,000
Michael J. Rossi 1997 115,300 -- -- 40,000
Vice President - Sales and -- -- -- -- --
Marketing, Aldila Golf Corp. -- -- -- -- --
</TABLE>
- --------------
(1) In February 1998, Peter J. Piotrowski resigned in all capacities held with
the Company, including all subsidiaries thereof.
(2) Represents the excess of fair market value of securities purchased from the
Company over the price paid for such securities.
The following table sets forth information concerning the grant of stock
options during the fiscal year ended December 31, 1997 to each of the Named
Executive Officers.
8
<PAGE>
OPTION GRANTS
IN THE FISCAL YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------
Percent of
Total
Options Potential Realizable
Granted to Value at Assumed
Employees Annual Rates of
in Fiscal Exercise or Stock Price
Options Year Base Price Expiration Appreciation for
Name Granted(1) 1997(2) (per share) Date(3) Option Term
---- ---------- ---------- ----------- ---------- --------------------
5% (4) 10%(4)
-------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gary T. Barbera 250,000 26% $4.80 5/06/07 $754,670 $1,912,490
Robert J. Cierzan 125,000 13% 4.80 5/06/07 377,340 956,240
Peter R. Mathewson 100,000 10% 4.94 1/07/07 310,670 787,310
62,500 6% 4.80 5/06/07 188,670 478,120
Peter J. Piotrowski 25,000 3% 4.80 75,470 191,250
5/06/07(5)
Michael J. Rossi 40,000 4% 4.80 5/06/07 120,750 306,000
</TABLE>
- --------------
(1) These options were granted pursuant to the Company's 1994 Stock Incentive
Plan, as amended and restated (the "1994 Stock Incentive Plan"). One-third
of the total number of options granted are exercisable on the first
anniversary of the option grant date and thereafter, an additional
one-third of the total number of options granted are exercisable on each of
the second and third anniversaries of the option grant.
(2) In fiscal 1997, the Company granted a total of 962,500 options to its
employees under the Company's 1994 Stock Incentive Plan. This number was
used in calculating the percentages above.
(3) The options granted under the Company's 1994 Stock Incentive Plan generally
expire on the earliest of (a) the tenth anniversary of the date of grant,
(b) if the Optionee's employment is terminated as a result of death,
disability, retirement or within two years after a change in control, one
year following termination of employment, (c) if the Optionee's employment
is terminated for any other reason, 30 days following termination of
employment or (d) the exercise in full of the option.
(4) The assumed 5% and 10% annual rates of appreciation over the term of the
options are set forth in accordance with rules and regulations adopted by
the SEC and do not represent the Company's estimate of stock price
appreciation.
(5) Mr. Piotrowski's options have been terminated following his resignation in
February 1998. These dates represent the original expiration dates of Mr.
Piotrowski's options.
AGGREGATED OPTION EXERCISES. The following table sets forth information
(on an aggregated basis) concerning each exercise of stock options during the
fiscal year ended December 31, 1997 by each of the Named Executive Officers
and the fiscal year-end value of unexercised options. The Company has no
outstanding stock appreciation rights, either freestanding or in tandem with
options.
9
<PAGE>
AGGREGATE OPTION EXERCISES
IN THE FISCAL YEAR ENDED DECEMBER 31, 1997 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities Underlying "In-the-Money"
Unexercised Options at Options at Fiscal
Shares Fiscal Year-End Year-End(1)
Acquired on -------------------------------- ----------------------
Name Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary T. Barbera -- -- 83,817 303,333 -- --
Robert J. Cierzan -- -- 38,667 154,333 -- --
Peter R. Mathewson -- -- 45,000 197,500 -- --
Peter J. Piotrowski(2) -- -- 41,667 53,333 -- --
Michael J. Rossi -- -- 0 40,000 -- --
</TABLE>
- --------------
(1) Options are "in-the-money" at the fiscal year-end if the fair market value
of the underlying securities on such date exceeds the exercise price of the
option. The closing price of the Company's Common Stock on December 31,
1997 did not exceed the exercise price of the above underlying securities
and, accordingly, none of the options are "in-the-money."
(2) Mr. Piotrowski's options have been terminated following his resignation in
February 1998.
DIRECTOR COMPENSATION
Directors, other than management directors (Gary T. Barbera, Jon B. De
Vault, and Peter R. Mathewson), currently receive for their service as
directors $2,000 per quarter, $1,000 per Board meeting attended and $500 per
committee meeting attended. Each director, including each management
director and other directors not receiving directors' fees, is reimbursed for
his or her out-of-pocket expenses arising from attendance at meetings of the
Board or committees thereof.
Pursuant to the Company's 1994 Stock Incentive Plan on November 3, 1997,
Thomas A. Brand, a non-employee director, received an initial stock option
grant of 26,314 shares. In May 1997, each of the non-employee directors who
had more than one year of service (Peter E. Bennett, Marvin M. Giles, III,
Vincent T. Gorguze, John J. Henry, Donald C. Klosterman, Wm. Brian Little,
and Chapin Nolen) received an annual stock option grant of 10,000 shares.
Under the 1994 Stock Incentive Plan, each non-employee director with more
than one year of service (currently, Messrs. Bennett, Giles, Gorguze, Henry,
Klosterman, Little and Nolen) will receive additional options to acquire
10,000 shares annually on the last trading day in the month of May.
10
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
Except for the provisions of the 1994 Stock Incentive Plan and related
agreements thereto, there are no compensatory plans or arrangements with
respect to any of the above executive officers (including each of the Named
Executive Officers) which are triggered by, or result from, the resignation,
retirement or any other termination of such executive officer's employment, a
change-in-control of the Company or a change in such executive officer's
responsibilities following a change-in-control.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
From January 1992 until April 23, 1993, Wm. Brian Little, who was on the
Compensation Committee throughout 1997, served as President of the Company
and also served in an executive officer capacity at Aldila Golf Corp. Mr.
Little received no compensation from the Company or any of its subsidiaries
for services rendered in any of such capacities.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
ON EXECUTIVE COMPENSATION
INTRODUCTION. The Compensation Committee of the Board of Directors in 1997
was comprised of Peter E. Bennett, Donald C. Klosterman and Wm. Brian Little.
The Company's employee stock option plans, including its 1994 Stock Incentive
Plan, are administered by the Stock Option Committee, which was comprised in
1997 of Marvin M. Giles, III, Mr. Klosterman and Mr. Little.
COMPENSATION OBJECTIVES AND POLICIES. The principle objectives of the
Company's executive compensation are to: (i) support the achievement of
desired Company performance, (ii) align the executive officers' interests
with the success of the Company and with the interests of the Company's
stockholders and (iii) provide compensation that will attract and retain
superior talent and reward performance. These objectives are principally
achieved through compensation in the form of annual base salaries, bonuses
and equity investment opportunities.
Executive officers generally receive salary increases at the time of
their respective employment anniversaries as approved by the Compensation
Committee, taking into consideration the recommendations of the Company's
Chairman and Chief Executive Officer. In 1997, executive officer salary
increases generally ranged from 5% to 15%, with a 64% increase in salary
given to Peter Mathewson due to his increase of responsibility upon his
appointment as President and Chief Operating Officer of Aldila Golf Corp. in
January 1997. In deciding to provide these salary increases to the executive
officers, the Compensation Committee took into account the overall
performance of the Company in 1997 and 1996 in the face of continuing
decreases in sales to Callaway Golf Company, the Company's largest customer,
and significant continued pressure on pricing that was negatively impacting
the Company's gross margins. The Compensation Committee also took into
account the efforts of a number of the executive officers in connection with
the development of the Company's carbon fiber plant.
Principally as a result of the continued price pressures, the Company
did not perform at a level that warranted any bonuses under the Company's
Executive Bonus Plan (the "Bonus Plan") as described below.
The Compensation Committee believes that overall 1997 executive
compensation levels adequately reflected (i) each executive's business
results and performance in his area of responsibility, (ii) each executive's
contribution to the overall management team and (iii) each executive's then
expected future contributions to the Company.
11
<PAGE>
In addition to annual base salaries, in 1997, all executive officers
participated in the Company's Bonus Plan. Bonus awards to be granted under
the Bonus Plan were predicated on the actual financial performance of the
Company at the end of the Company's fiscal year as compared to the target
financial performance objectives established by the Compensation Committee in
late 1996 based on the Company's 1997 operating plan. The bonuses awarded
were dependent upon the Company achieving a specified dollar amount of pretax
profits and increased to the extent pretax profits exceeded that minimum
level and achieved various higher levels. The bonus for each participant was
set at a percentage of the participant's base salary, with the percentage
depending on what level of pretax profits the Company achieved. In
establishing the targets and resulting bonuses, the Committee determined that
it was important that the bonus payment structure be designed to reward
executive officers for high levels of performance by the Company, weighted so
that superior performance (viewed against the performance then expected in
accordance with management's internal projections for 1997 performance as
approved by the Board of Directors) would result in substantially higher
bonuses than would result from merely acceptable performance. While a
substantial portion of the bonus was subject solely to the Company attaining
its quantitative objectives, a portion of the total bonus award was also
subject to a discretionary modifier determined by the Chairman and Chief
Executive Officer allowing him to reduce the bonus if the executive's
individual performance so warranted. As indicated above, the Company's
pre-tax profits did not meet the minimum thresholds in the Bonus Plan and no
bonuses were paid under the Bonus Plan for 1997.
The Board of Directors believes that executive officers who are in a
position to make a substantial contribution to the long-term success of the
Company and to build stockholder value should have a significant stake in the
Company's on-going success. To this end, the Company's compensation
objectives have been designed to be achieved through significant stock
ownership in the Company by executive officers in addition to base salary and
bonus payments.
The purpose of the 1994 Stock Incentive Plan is to provide an additional
incentive to employees to work to maximize stockholder value and to
facilitate broadening and increasing stock ownership by executives and other
key employees. In 1997, options to purchase an aggregate of 962,500 shares
were granted to employees of the Company as a group, with 602,500 of those
being granted to the Named Executive Officers. The Stock Option Committee
believes that these stock option grants were appropriate in light of the
policy of the Board of Directors that significant equity ownership by
executive officers is an important contributor to aligning the interests of
executive officers with those of the stockholders of the Company, and the
number of options awarded to individual officers were set based on the Stock
Option Committee's perception, in part in light of recommendations by the
Company's Chairman and Chief Executive Officer, as to each officer's ability
to affect the Company's overall future performance.
The Stock Option Committee believes that these options, together with
the shares and options previously made available to executive officers, have
provided significant incentives for executives to increase the value of the
Company for the benefit of all stockholders and have offered executives
significant opportunities to profit personally from their efforts to increase
that value.
The Compensation Committee and the Stock Option Committee have
considered the impact of Section 162(m) of the Internal Revenue Code on their
executive compensation decisions. Section 162(m) generally disallows a
federal income tax deduction to any publicly-held corporation for
compensation paid to the chief executive officer and the four other most
highly compensated executive officers to the extent that such compensation in
a taxable year exceeds $1 million. Section 162(m), however, does not disallow
a deduction for qualified "performance-based compensation" the material terms
of which are disclosed to and approved by stockholders. The Company's Bonus
Plan as in effect in 1995 does not qualify as performance-based compensation
for the purposes of Section 162(m), although the 1992 Plan and the 1994 Stock
Incentive Plan each so qualify. During 1997, the Compensation Committee
believed it unlikely that any executive officer of the Company would receive
in excess of $1 million in compensation, other than performance-based
compensation, and the Compensation Committee believes that it unlikely that
any executive officer will receive in excess of that amount in 1998. As a
result, the Compensation Committee has not taken any steps to qualify the
bonus plan as performance-based compensation, although it anticipates that
the Company would do so before any executive receives salary, bonus and other
non-performance based compensation in excess of $1 million.
12
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER. Gary T. Barbera's compensation
during 1997 as Chairman of the Board and Chief Executive Officer was reviewed
in connection with the Compensation Committee's overall review of executive
officer compensation, at which time the Compensation Committee decided to
increase his base salary from $350,000 to $367,500, effective in November
1997. As described above, Mr. Barbera did not receive any bonus under the
Bonus Plan. As was the case with the increases in salary approved for the
other executive officers, the Compensation Committee believed that his and
the Company's performance since his last compensation review and the
likelihood that he would receive no bonus for 1997 justified a modest
increase in his base salary. The Compensation Committee also took into
account the significant contribution of Mr. Barbera in connection with the
Company's efforts to establish a carbon fiber manufacturing capacity. In May
1997, as part of the general grant referred to above, the Stock Option
Committee awarded Mr. Barbera options to acquire 250,000 shares of the
Company's Common Stock. The Stock Option Committee believed that this number
of options was appropriate in light of the importance of Mr. Barbera's
position to the Company and his level of stock ownership. The Compensation
Committee also continues to believe that Mr. Barbera's participation in the
Bonus Plan in conjunction with his stock ownership and employee stock options
have provided substantial incentives for him to create stockholder value.
Compensation Committee Stock Option Committee
Peter E. Bennett Marvin M. Giles
Donald C. Klosterman Donald C. Klosterman
Wm. Brian Little Wm. Brian Little
The Board Compensation Committee Report on Executive Compensation shall
not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act and shall not otherwise be deemed filed under such Acts.
13
<PAGE>
PERFORMANCE GRAPH FOR ALDILA, INC. COMMON STOCK
The performance graph for the Company's Common Stock compares the
cumulative total return (assuming reinvestment of dividends) on the Company's
Common Stock with (i) the Center for Research in Security Prices ("CRSP")
Index for NASDAQ Stock Market (U.S. Companies) (the "Market Index") and (ii)
the CRSP Index for NASDAQ Stocks (SIC 3940 - 3949) -- Dolls, Toys, Games and
Sporting and Athletic Goods (the "Peer Index"), assuming an investment of
$100 on June 8, 1993 (the date the Common Stock commenced trading on the
NASDAQ Stock Market) in each of the Common Stock, the stock comprising the
Market Index and the stock comprising the Peer Index.
<TABLE>
<CAPTION>
INDEXED/CUMULATIVE RETURN
-------------------------------------
12/31 12/31 12/31 12/31 12/31
COMPANY/INDEX 1993 1994 1995 1996 1997
------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Aldila 134 108 40 46 41
Market Index 112 110 156 192 236
Peer Index 99 89 88 54 50
</TABLE>
NOTES:
A. The index levels are derived from compounded daily returns that include all
dividends.
B. The index levels for the Company, the Market Index and the Peer Index were
each set to 100 at June 8, 1993.
14
<PAGE>
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended December 31, 1997
(the "1997 Annual Report") is included with the mailing of this Proxy
Statement. The 1997 Annual Report contains consolidated financial statements
of the Company and its subsidiaries and the report thereon of Deloitte &
Touche LLP, independent accountants.
PROXY SOLICITATION
The cost of soliciting proxies will be paid by the Company. Chemical
Mellon Shareholder Services, 300 South Grand Avenue, 2nd Floor, Los Angeles,
California 90071, has been retained to solicit proxies by mail, telephone or
personal solicitation for a fee of $3,500 plus expenses. The Company has
also arranged for reimbursement, at the rate suggested by the New York Stock
Exchange, of brokerage houses, nominees, custodians and fiduciaries for the
forwarding of proxy materials to the beneficial owners of shares held of
record. Proxies may also be solicited by directors, officers and employees of
the Company, but such persons will not be specially compensated for such
services.
PROPOSALS OF STOCKHOLDERS
Under certain circumstances, stockholders are entitled to present
proposals at stockholder meetings. Any such proposal to be included in the
Proxy Statement for the Company's 1999 Annual Meeting of Stockholders must be
received by the Company no later than December 8, 1998 in a form that
complies with applicable regulations. Proposals should be directed to the
Secretary of the Company.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the SEC. Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the SEC's Regional Offices located
at 7 World Trade Center (13th Floor), New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such materials can be obtained by mail from the Public Reference Section
of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates or, at no charge, may be obtained at the SEC's web site:
http://www.sec.gov. In addition, such material may also be inspected and
copied at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006-1500.
OTHER MATTERS
The Board knows of no matters other than those listed in the attached
Notice of Annual Meeting which are likely to be brought before the Meeting.
However, if any other matter properly comes before the Meeting, the persons
named on the enclosed proxy card will vote the proxy in accordance with their
best judgment on such matter.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ROBERT J. CIERZAN
---------------------
Robert J. Cierzan
Secretary
April 8, 1998
15
<PAGE>
ALDILA, INC.
The undersigned stockholder of ALDILA, INC, hereby appoints GARY T.
BARBERA, VINCENT T. GORGUZE and WM. BRIAN LITTLE, or any of them, Proxies of
the undersigned, each with full power to act without the other and with the
power of substitution, to represent the undersigned at the Annual Meeting of
Stockholders of Aldila, Inc., to be held at the Rancho Bernardo Inn, 17550
Bernardo Oaks Drive, San Diego, California 92128 on Wednesday, May 6, 1998 at
9:00 a.m. (Pacific time), and at any adjournments or postponements thereof,
and to vote all shares of stock of the Company standing in the name of the
undersigned with all the powers the undersigned would possess if personally
present, in accordance with the instructions below and on the reverse hereof,
and in their discretion upon such other business as may properly come before
the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED ON THE REVERSE HEREOF, AND WILL BE VOTED IN
FAVOR OF PROPOSALS 1, 2 AND 3 IF NO INSTRUCTIONS ARE INDICATED.
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
- ----------------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK
COMMENT/ADDRESS CHANGE ON REVERSE SIDE
(Continued and to be signed
on reverse side)
FOLD AND DETACH HERE
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS.
FOR all nominees WITHHOLD
1. ELECTION OF DIRECTORS listed (except as AUTHORITY
marked to the contrary to vote for all
nominees listed
/ / / /
Nominees: Gary T. Barbara, Peter E. Bennett, Thomas A. Brand, Jon E. DeVault,
Marvin M. Gilles, III, Vincent T. Gorguze, John J. Henry, Donald C. Klosterman
Wm. Brian Little, Peter P. Mathewson, Chapin Nolen
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
- -------------------------------------------------------------------------------
Please vote
your shares
indicated in / /
this example
2. Ratification of the appointment of Deloitte & Touche FOR AGAINST ABSTAIN
LLP as the independent accountants of the Company. / / / / / /
3. In their discretion, the Proxies are authorized
to vote upon such other business as may properly / / / / / /
come before the meeting or any adjournment hereof.
I PLAN TO ATTEND MEETING / /
COMMENTS/ADDRESS CHANGE
Please mark this box if you have / /
written comments or an address
change on the reverse side.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders to be held May 6, 1998 and the
Proxy Statement furnished herewith.
Signature(s) Date ,1998
---------------------------------------------- -------------
Please sign as name appears hereon. When signing as attorney, executor,
administrator, trustee or guardian, give full title as such. If more
than one name appears hereon, all parties should sign.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
