<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
ANTEC Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ANTEC Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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> 2
ANTEC CORPORATION
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1997
To the Stockholders of ANTEC Corporation:
The Annual Meeting of Stockholders of ANTEC Corporation will be held at the
Meadow Club, 2850 West Golf Road, Rolling Meadows, Illinois on Tuesday, May 6,
1997 at 11:30 a.m., for the purpose of electing eight directors, approving the
1997 Stock Incentive Plan, and transacting such other business as may be brought
before the meeting or any adjournment(s) thereof.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend in person, you are requested to vote, sign, date and
promptly return the enclosed proxy in the envelope provided.
The Board of Directors has fixed the close of business on March 13, 1997 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment(s) thereof. A complete list of the
stockholders entitled to vote at the meeting will be open for examination by any
stockholder for any purpose germane to the meeting during ordinary business
hours for ten days prior to the meeting at the offices of the Company at the
above address and will be available at the meeting.
A copy of ANTEC Corporation's Annual Report to Stockholders for the fiscal
year ended December 31, 1996 is enclosed. Additional copies of the Annual Report
may be obtained without charge by writing the Secretary of ANTEC Corporation,
2850 West Golf Road, Rolling Meadows, Illinois 60008.
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence A. Margolis, Secretary
Rolling Meadows, Illinois
March 31, 1997
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF ANTEC CORPORATION
TO BE HELD MAY 6, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ANTEC Corporation, a Delaware corporation
(the term "ANTEC" or the "Company," as used herein means the Company together
with or without its subsidiaries, as the context may require). The Company's
corporate headquarters is located at 2850 West Golf Road, Rolling Meadows,
Illinois 60008 (telephone 847-439-4444). The Proxy Statement and form of proxy
were first mailed to stockholders on or about March 31, 1997. Proxies solicited
by the Board of Directors of the Company are to be voted at the Annual Meeting
of Stockholders of the Company to be held on May 6, 1997 at 11:30 a.m. at the
Meadow Club, 2850 West Golf Road, Rolling Meadows, Illinois or any
adjournment(s) thereof.
This solicitation is being made by mail, although directors, officers and
regular employees of the Company may solicit proxies from stockholders
personally or by telephone, telegram or letter. The costs of this solicitation
will be borne by the Company. The Company may request brokerage houses, nominees
or fiduciaries and other custodians to solicit their principals or customers for
their proxies, and may reimburse them for their reasonable expenses in so doing.
In addition, the Company has retained Morrow & Co. to assist in the solicitation
for a fee of $2,500 plus expenses.
VOTING
Shares of Common Stock, $.01 par value, of the Company ("Common Stock")
represented by proxies in the accompanying form which are properly executed and
returned to the Company (and which are not effectively revoked) will be voted at
the meeting in accordance with the stockholders' instructions contained therein.
In the absence of contrary instructions, shares represented by such proxies will
be voted IN FAVOR OF the election as directors of the nominees listed herein, IN
FAVOR OF Proposal 1 to approve the 1997 Stock Incentive Plan (the "Incentive
Plan") and in the discretion of the appointed proxies upon such other business
as may properly be brought before the meeting.
Each stockholder has the power to revoke his or her proxy at any time
before it is voted by (i) delivering to the Company prior to or at the meeting
written notice of revocation or a later dated proxy or (ii) attending the
meeting and voting his or her shares in person.
The Board of Directors has fixed the close of business on March 13, 1997 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment(s) thereof.
As of March 13, 1997, 32,003,589 shares of Common Stock were outstanding.
Each holder of Common Stock is entitled to one vote per share.
A majority of the outstanding shares of Common Stock will constitute a
quorum for purposes of the meeting. If a quorum is present, in person or by
proxy, the election of directors will be determined by a plurality of the votes
of the shares represented at the meeting, and the adoption of Proposal 1 to
approve the Incentive Plan will be determined by the majority of the votes cast
at the meeting. Shares represented at the meeting which abstain from voting, or
in the case of directors, withhold votes will be counted in determining the
presence of a quorum but will not affect the election of directors, and will be
counted against the adoption of Proposal 1 to approve the Incentive Plan, unless
such abstention is by virtue of a "broker non-vote."
1
<PAGE> 4
ELECTION OF DIRECTORS
In the absence of contrary instructions, the proxies received will be voted
for the election as directors of the nominees listed below, all of whom
presently serve on the Board of Directors, to hold office until the next annual
meeting of stockholders or until their successors are elected and qualified.
Although the Board of Directors does not contemplate that any nominee will
decline or be unable to serve as a director, in either such event the proxies
will be voted for another person selected by the Board of Directors, unless the
Board acts to reduce the size of the Board of Directors in accordance with the
provisions of ANTEC's by-laws. The current number of directors has been set by
the Board at eight.
The following table sets forth the name and age as of March 13, 1997 of
each nominee of the Company, the year such person was first elected as a
director, his position with the Company, his or her principal occupation(s)
during at least the last five years and any other directorships held by such
person in companies which have a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or subject to the requirements of Section 15(d) of the Exchange Act or
directorships of issuers registered as investment companies under the Investment
Company Act of 1940. The term of office of each director will extend until the
holding of the next annual meeting of stockholders or until his or her successor
is elected and qualified.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME & AGE DURING PAST FIVE YEARS
---------- -----------------------------------
<S> <C>
Rod F. Dammeyer, 56....................... Director of the Company since 1993; President and
Director since 1985, and Chief Executive Officer since
1993 of Anixter International Inc. a provider of
networking and cabling solutions; Managing Director of
EGI Corporate Investments, a diversified management and
investment company, since 1996; Director of Lukens,
Inc., Falcon Building Products, Inc., Capsure Holdings
Corp., IMC Global Inc., Revco D.S., Inc., Jacor
Communications, Inc., Teletech Holdings, Inc. and Sealy
Corporation; and Trustee of Van Kampen American Capital,
Inc. closed-end mutual funds and series trusts.
John M. Egan, 49.......................... Director since 1993 and Chairman since 1997 of the
Company, President and Chief Executive Officer of the
Company and its predecessors since 1980.
James L. Faust, 55........................ Director of the Company since 1995; Executive Vice
President, International of the Company since 1995.
During 1989-1994 he held various executive positions
with General Instrument Corporation. Director of
Cabletel Communications Corporation since 1996.
William H. Lambert, 60.................... Director and an employee of the Company since 1997;
Chairman, President and Chief Executive Officer of TSX
Corporation from 1988 to 1997.
John R. Petty, 66......................... Director of the Company since 1993; Chairman of Nippon
Credit Trust Company, a bank, since 1990; Chairman of
Federal National Payables Inc., a factoring company,
since 1992; Private investor since 1988; Chairman and
Chief Executive Officer of Marine Midland Banks, Inc.
from 1983 to 1988; Director of Anixter International
Inc.
Bruce Van Wagner, 71...................... Director since 1993 and Chairman of the Company from
1993 to 1997; Vice Chairman in 1992 and Chairman from
1987 to 1992 of Anixter Inc., subsidiary of Anixter
International Inc., a provider of networking and cabling
solutions.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C>
Mary Agnes Wilderotter, 42................ Director of the Company since 1993; President and Chief Executive
Officer of Wink Communications, a developer of software and systems
for interactive video, since 1997; Executive Vice President of AT&T
Wireless Services from 1995 to 1997; Regional President of
California/Nevada/Hawaii region and Senior Vice President from 1991
to October 1995 of McCaw Cellular Communications, Inc., a provider of
personal communications services.
Samuel K. Skinner, 58..................... Director of the Company since 1995; President and Director of Unicom
Corp., an electrical utilities company, since 1993; Director of LTV
Corporation; Chief of Staff to the President of the United States
from 1992 to 1993; United States Secretary of Transportation from
1989 to 1992.
</TABLE>
BOARD AND COMMITTEE MEETINGS
The Audit Committee, currently consisting of Mrs. Wilderotter
(Chairperson), Messrs. Petty and Skinner provides general review of the
Company's accounting and auditing procedures, meets with the Company's
independent auditors to review their recommendations and reviews related party
transactions. The Audit Committee held two meetings in 1996.
The Compensation Committee, currently consisting of Mr. Dammeyer
(Chairperson), Mrs. Wilderotter and Mr. Skinner, exercises all powers of the
Board of Directors in connection with compensation matters, including incentive
compensation, benefit plans and stock grants. The Compensation Committee held
one meeting in 1996.
The Executive Committee, currently consisting of Messrs. Dammeyer, Egan and
Van Wagner (Chairperson), exercises the full powers of the Board of Directors to
the extent permitted by law in the intervals between Board meetings, and to the
extent desired, serves as the nominating committee for the Board of Directors.
The Executive Committee held no meetings in 1996.
The Board of Directors held six meetings in 1996. Each of the directors
attended 75 percent or more of the total of all meetings held by the Board and
the committees on which the director served.
3
<PAGE> 6
EXECUTIVE COMPENSATION
The following tables set forth information about the compensation of the
chief executive officer and the four other most highly compensated executive
officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -----------------------
-------------------------------------- RESTRICTED SECURITIES
NAME AND OTHER STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) OPTIONS(#) COMPENSATION($)(2)
------------------ ---- --------- -------- --------------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John M. Egan......... 1996 441,400 433,440 112,000 2,375
Chief Executive 1995 430,000 129,000 55,583 56,000 2,310
Officer 1994 400,000 420,000 1,065
Lawrence A.
Margolis........... 1996 253,400 171,046 40,000 2,375
Executive Vice 1995 210,000 63,000 20,000 2,310
President, Chief 1994 185,000 180,000 1,065
Financial Officer
James L. Faust....... 1996 253,400 161,898 50,000 2,375
Executive Vice 1995 210,000 157,500 246,875(1) 75,000 1,969
President, Int'l
Gordon E.
Halverson.......... 1996 170,000 75,262 20,000 --
Executive Vice 1995 135,000 55,000 10,000 --
President, Sales 1994 125,000 130,000
James A. Bauer....... 1996 161,500 98,886 20,000 2,375
Senior Vice 1995 128,800 35,000 10,000 2,310
President, Comm. 1994 100,000 75,000 1,086
and Admin.
</TABLE>
- -------------------------
(1) Represents the value of 12,500 shares of Common Stock granted in 1995 in
connection with his initial employment. One third of the shares vest each
January 1, beginning January 1, 1996. Subject to forfeiture for nonvesting,
grantee is entitled to any dividends declared on the stock. At December 31,
1996, the 8,334 unvested shares had a value of $75,000.
(2) Represents contributions by the Company to the employee savings plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
-------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR OPTION
OPTIONS EMPLOYEES IN EXERCISE OR DATE TERM(2)
GRANTED FISCAL BASE PRICE OF --------------------------
NAME (#) YEAR ($/SH) EXPIRATION 5%($) 10%($)
- ---- ---------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
John M. Egan................ 112,000 19% $15.60 1/01/03 $711,200 $1,657,600
Lawrence A. Margolis........ 40,000 7 $15.60 1/01/03 254,000 592,000
James L. Faust.............. 50,000 9 $15.60 1/01/03 317,500 740,000
Gordon E. Halverson......... 20,000 3 $15.60 1/01/03 127,000 296,000
James A. Bauer.............. 20,000 3 $15.60 1/01/03 127,000 296,000
</TABLE>
- -------------------------
(1) One-third of options become exercisable on each anniversary of grant,
beginning January 1, 1998.
(2) These numbers are for presentation purposes only and are not predictions of
future stock prices.
4
<PAGE> 7
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)
SHARES ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
------------------ ----------- ------------- -------------
<S> <C> <C> <C> <C>
John M. Egan......................... 0 0 232,700/284,350 0/0
Lawrence A. Margolis................. 0 0 78,634/ 99,316 0/0
James L. Faust....................... 0 0 0/125,000 0/0
Gordon E. Halverson.................. 0 0 53,600/ 56,800 0/0
James A. Bauer....................... 0 0 13,333/ 36,667 0/0
</TABLE>
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
ESTIMATED BENEFIT BASED ON YEARS OF SERVICE
--------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35
------------ -- -- -- -- -- --
<C> <S> <C> <C> <C> <C> <C> <C>
$ 150,000 ....................... $ 17,708 $ 26,561 $ 35,415 $ 44,269 $ 53,123 $ 53,123
200,000 ....................... 24,208 36,311 48,415 60,519 72,623 72,623
250,000 ....................... 30,708 46,061 61,415 76,769 92,123 92,123
300,000 ....................... 37,208 55,811 74,415 93,019 111,623 111,623
350,000 ....................... 43,708 65,561 87,415 109,269 131,123 131,123
400,000 ....................... 50,208 75,311 100,415 125,519 150,623 150,623
450,000 ....................... 56,708 85,061 113,415 141,769 170,123 170,123
500,000 ....................... 63,208 94,811 126,415 158,019 189,623 189,623
550,000 ....................... 69,708 104,561 139,415 174,269 209,123 209,123
600,000 ....................... 76,208 114,311 152,415 190,519 228,623 228,623
650,000 ....................... 82,708 124,061 165,415 206,769 248,123 248,123
700,000 ....................... 89,208 133,811 178,415 223,019 267,623 267,623
</TABLE>
- -------------------------
(1) Above amounts are annual straight-line annuity amounts (which are not
reduced for Social Security benefits) payable upon retirement at age 65
under the Company's funded defined benefit pension plan and an unfunded
supplementary defined benefit pension plan. The benefits are determined by
the average of the five highest consecutive years of salary and bonus during
an employee's last ten years of service. (Bonus is attributable to the year
in which it is paid not the year for which it is accrued. Thus, the covered
remuneration for 1996 was the salary for 1996 and the bonus accrued for 1995
in the "Summary Compensation Table.") As of December 31, 1996, Messrs. Egan,
Margolis, Halverson, Bauer and Faust has approximately 23, 14, 28, 3 and 1
years of service, respectively.
COMPENSATION OF DIRECTORS
Non-employee directors are paid annual retainers of $18,000 plus fees of
$1,000 for each board meeting attended, $750 for each committee meeting attended
and a $2,500 annual retainer for committee chairpersons. Directors are
reimbursed for any expenses they incur in attending meetings. Each director not
granted options under the Company's Employee Stock Incentive Plan is granted
each January 1, an option to purchase 2,500 shares of Common Stock for the
average closing price for the ten trading days preceding the date of grant.
Mr. Van Wagner was a consultant to the Company in 1996. He was granted an
option to purchase 25,000 shares of Common Stock for $15.60 per share for his
services in 1996.
In connection with the merger with TSX Corporation on February 6, 1997, Mr.
Lambert agreed to continue his employment at his salary of $400,000 for an
additional nine months. Mr. Lambert's prior employment agreement with TSX
carries forward to that date at which time he will be entitled to the
termination and other benefits provided by that contract.
5
<PAGE> 8
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has entered into employment agreements with Messrs. Egan,
Margolis, Faust and Halverson. The agreements obligate the officers to continue
to serve the Company and for the Company to continue to employ the officers
until the agreements are terminated by the required prior notice or for cause or
good reason as defined in the agreements. The required prior notice is two years
in the case of Mr. Egan and one year in the case of the other officers. These
agreements provide for the vesting of options and for the continuation of
employment benefits (including salaries and bonuses) for the time period
otherwise required to terminate the agreements by prior notice in the event that
the officers terminate the agreements and their employment for good reason. Good
reason includes "Change of Control" which occurs if (i) a person other than
Anixter International Inc. controls more than 25% of the Company's voting
securities and the securities so controlled are greater in number than those
controlled by Anixter International Inc. or (ii) a person other than Samuel
Zell, Ann Lurie and Sheli Rosenberg controls more than 25% of Anixter
International Inc. voting securities and the securities so controlled are
greater in number than those controlled by Mr. Zell and Mmes. Lurie and
Rosenberg. The agreements also prohibit each officer from working for a
competitor until the expiration of the above time periods. The agreements
provide for minimum salaries equal to current salaries, and for the Company to
determine annual bonus opportunities targeted at 75% of salary for Mr. Egan and
50 or 60% of salary for the other officers.
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors for
1996 were Bernard Brennan and Dammeyer. Mr. Brennan was a director and Mr.
Dammeyer is a director and the President and Chief Executive Officer of Anixter
International Inc.
The Company shares the costs of certain insurance policies with Anixter
International Inc. The amount allocated to the Company in 1996 for these costs
was approximately $0.3 million. The Company rents a facility from an affiliate
of Samuel Zell, and Ann Lurie under a lease providing for annual rental payments
of approximately $0.4 million which runs through 1999. Mr. Zell and Mrs. Lurie
are beneficiaries and trustees of trusts which are general partners in
partnerships holding, together with the direct holdings of these individuals,
approximately 22% of the stock of Anixter International Inc. of which Mr. Zell
is the Chairman and a director.
The Company, Anixter International Inc., its subsidiary Anixter Inc. have,
in connection with the completion of the creation in July 1993 of the Company
from a division of Anixter Inc., entered into agreements providing for, among
other things, indemnification of Anixter Inc. by the Company and indemnification
of the Company by Anixter Inc., in each case for certain liabilities. The
Company has entered into a registration rights agreement with Anixter
International Inc. under which the Company, under certain circumstances, must
register under the Securities Act its shares of Common Stock for sale to the
public and must indemnify it for certain liabilities.
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, or the Exchange Act that might
incorporate future filings, including this Proxy Statement, in whole or in part,
the report presented below and the Performance Graph following shall not be
incorporated by reference into any such filings.
6
<PAGE> 9
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
To assure the continued services of its key officers, the Company has
entered into employment agreements with its officers, including Messrs. Egan,
Margolis, Faust and Halverson. The salaries and bonus opportunities specified in
these agreements, see "Employment Contracts and Termination of Employment and
Change-In-Control Arrangements," were determined after reviewing publicly
available information on the compensation practices of cable companies and
distributors and manufacturers of sophisticated electronic products. (No attempt
was made to limit these companies to the companies in the published industry
index used in the "Performance Graph.") However, because of the differences in
size and business between these companies and the Company, the salaries and
bonus opportunities specified in the employment agreements were subjectively
determined to be within the Committee's goal of salaries within the median of
the range paid by others for comparable positions and bonus opportunities within
the high end of the range provided by others for comparable positions.
Option grants to executive officers in 1996 were determined by taking a
percentage of salary and bonus and dividing that amount by the value of the
options. The percentages were set by the Committee in the same manner as other
components of compensation. These percentages were not affected by previous
grants.
Mr. Egan's bonus of $433,440 for 1996 represented 134% of his agreed target
bonus of 75% of his salary compensation for 1996. His target bonus was based 80%
on attainment of budgeted earnings and 20% on the subjective assessment of the
Committee. Eighty-five percent of Mr. Egan's 1996 award was due to the Company
exceeding the targets for net income and net income as a percentage of sales in
1996.
Approximately eighty percent of the 1996 bonuses of the other executive
officers was determined by the performance of the Company as described above.
The components of executive officer compensation related to the performance
of the Company are the portions of the annual bonus awards based on financial
performance and the ultimate value of long-term incentive awards as determined
by the stock market.
It is the policy of the Company to structure its compensation in a manner
which will avoid the limitations imposed by the Omnibus Budget Reconciliation
Act of 1993 on the deductibility of executive compensation under Section 162(m)
of the Internal Revenue Code to the extent it can reasonably do so consistent
with its goal of retaining and motivating its executives in a cost effective
manner.
Mary Agnes Wilderotter Rod F. Dammeyer Samuel K. Skinner
7
<PAGE> 10
PERFORMANCE GRAPH
Below is a graph comparing total shareholder return on the Company's stock
since September 17, 1993, the day the Company's stock was first publicly traded,
through December 31, 1996, with the Standard & Poor's 500 and the Index of
NASDAQ U.S. Stocks of entities in the industry of electronics and electrical
equipment and components, exclusive of computer equipment, (SIC 3600-3699),
prepared by the Center for Research in Securities Prices ("CRSP Peer Index").
The stock performance graph assumes the investment of $100 on September 17, 1993
and the reinvestment of all dividends.
<TABLE>
<CAPTION>
Measurement Period ANTEC Cor- CRSP Peer
(Fiscal Year Covered) poration S&P 500 Index
<S> <C> <C> <C>
9/17/93 100.0 100.00 100.00
12/31/93 104.2 102.3 101.9
12/31/94 76.6 103.6 110.4
12/31/95 75.0 142.9 173.0
12/31/96 37.5 176.2 257.8
</TABLE>
8
<PAGE> 11
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 13, 1997, certain information
with respect to the Common Stock of the Company that may be deemed to be
beneficially owned by each director of the Company, the officers named in the
Summary Compensation Table and by all directors and officers as a group.
<TABLE>
<CAPTION>
COMMON PERCENT OF
NAME OF BENEFICIAL OWNER(1) STOCK CLASS(12)
--------------------------- ------ ----------
<S> <C> <C>
James A. Bauer............................................. 21,637(2) *
Rod F. Dammeyer............................................ 7,500(3)(4) *
John M. Egan............................................... 372,691(5) 1.0%
James L. Faust............................................. 43,556(6) *
Gordon E. Halverson........................................ 85,065(7) *
William H. Lambert......................................... 603,000(8) 1.6%
Lawrence A. Margolis....................................... 133,430(9) *
John R. Petty.............................................. 7,500(3)(4) *
Samuel K. Skinner.......................................... 2,500(10) *
Bruce Van Wagner........................................... 201,000(11) *
Mary Agnes Wilderotter..................................... 8,700(4) *
All directors and executive officers as a group including
the above-named persons.................................. 1,582,176 4.0%
</TABLE>
- -------------------------
* Percentage of shares beneficially owned does not exceed one percent of the
class.
(1) Unless otherwise indicated, each person included in the group has sole
investment power and sole voting power with respect to the securities
beneficially owned by such person.
(2) Includes 16,666 shares obtainable pursuant to options exercisable within 60
days of the date of this table ("currently exercisable options").
(3) Excludes 7,113,500 shares owned by Anixter International Inc. of which Mr.
Dammeyer is a director, President and Chief Executive Officer and Mr. Petty
is a director. Messrs. Dammeyer and Petty disclaim beneficial ownership of
these shares of Common Stock.
(4) Includes 7,500 shares obtainable pursuant to currently exercisable options.
(5) Includes 367,716 shares obtainable pursuant to currently exercisable
options.
(6) Includes 25,000 shares obtainable pursuant to currently exercisable
options.
(7) Includes 83,733 shares obtainable pursuant to currently exercisable
options.
(8) Includes 600,000 shares obtainable pursuant to currently exercisable
options.
(9) Includes 124,617 shares obtainable pursuant to currently exercisable
options.
(10) Includes 2,500 shares obtainable pursuant to currently exercisable options.
(11) Includes 9,000 shares owned by Mr. Van Wagner's wife. Mr. Van Wagner
disclaims beneficial ownership of these shares of Common Stock. Includes
167,000 shares obtainable pursuant to currently exercisable options.
(12) All currently exercisable options deemed to be beneficially owned by the
person or persons for whom the calculation is being made are deemed to have
been exercised for the purpose of calculating this percentage.
9
<PAGE> 12
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 13, 1997 with
respect to each person who is known by the management of the Company to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock.
Unless otherwise indicated, the beneficial owner has sole voting and investment
power.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common......................... Anixter International Inc.(1) 7,113,500 18.5%
Two North Riverside Plaza
Chicago, Illinois 60606
Common......................... Tele-Communications, Inc.(2) 7,181,339 18.3%
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
Common......................... The Capital Group Companies, Inc. 2,890,000(3) 7.5%
333 South Hope Street
Los Angeles, California 90071
Common......................... State of Wisconsin 1,934,800(4) 5.0%
Investment Board
P.O. Box 7842
Madison, Wisconsin 53707
Common......................... LGT Asset Management, Inc. 2,359,800(5) 6.1%
50 California, 27th Floor
San Francisco, California 94111
</TABLE>
- -------------------------
(1) Samuel Zell and Ann Lurie are beneficiaries and trustees of trusts which are
general partners in partnerships holding, together with the direct holdings
of these three individuals, approximately 22% of the stock of Anixter
International, Inc. Mr. Zell and Mdms. Lurie and Rosenberg disclaim
beneficial ownership of the shares of ANTEC held by Anixter International
Inc.
(2) According to Amendment Number 3 to Schedule 13D filed with the SEC on
November 26, 1996, the beneficial ownership of TCI includes 854,339 shares
of ANTEC common stock that TCI may acquire pursuant to stock option
agreements between TCI and ANTEC, which options were granted pursuant to the
terms and conditions of the TCI Investment Agreement.
(3) According to a 13G, dated February 12, 1997.
(4) According to a 13G, dated January 16, 1997.
(5) According to a 13G, dated February 7, 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a description of transactions between the Company and Anixter
International Inc. and the Company and an affiliate of Samuel Zell and Ann
Lurie, see "Compensation Committee Interlocks and Insider Participation."
For a description of transactions with Messrs. Lambert and Van Wagner,
directors of the Company, see "Compensation of Directors."
The Company loaned $100,000 to John Egan, its President and Chief Executive
Officer, in 1980 and an additional $50,000 in 1983. Although these loans are
interest-free and have no stated maturity date, Mr. Egan is currently making
monthly payments to the Company to reduce the outstanding balance on these
loans. As of December 31, 1996, the balance due on the loans was $113,200.
Tele-Communications, Inc. ("TCI") is the Company's largest customer. In
1996, the Company received $114.2 million from TCI for goods and services it
furnished TCI. The Company has entered into a registration rights agreement with
TCI under which the Company, under certain circumstances, must register under
the Securities Act its shares of common stock for sale to the public and must
indemnify it for certain liabilities.
10
<PAGE> 13
PROPOSAL 1
APPROVAL OF 1997 STOCK INCENTIVE PLAN.
The Company's 1997 Stock Incentive Plan (the "Incentive Plan") has been
adopted by the Board of Directors subject to the approval of the stockholders at
this meeting.
The purpose of the Incentive Plan is to facilitate the hiring, retention
and continued motivation of key employees, consultants and directors and to
align more closely their interests with those of the Company and its
stockholders. The Incentive Plan is administered by the Compensation Committee
of the Company's Board of Directors or such other Board committee as the Board
may designate or by the Board itself (the "Commitee"). Any key employee,
director, or active consultant of the Company and its subsidiaries and its
parent is eligible to receive a grant under the Incentive Plan. The
determination of the persons within these categories, which encompass all
officers, including those named in the Summary Compensation Table, to receive
grants and the terms and the form and level of grants will be made by the
Committee. There are currently 100 participants in the previous stock incentive
plans of the Company. Awards under the Incentive Plan may be in the form of
incentive stock options, non-qualified stock options, stock grants, stock units,
restricted stock, stock appreciation rights, performance shares and units,
dividend equivalent rights and reload options. The exercise price of any option
or stock appreciation right can not be less than 85% of the fair market value of
a corresponding number of Shares as of the date of grant. In previous grants,
the exercise price of stock options has been fair market value at the time of
the grant and it is anticipated that this will continue to be the case in the
absence of special circumstances. No more than 20% of the Shares may be awarded
in a form other than options or stock appreciation rights unless such Shares are
in payment of compensation earned or due at the time of the award or within one
year thereof.
As proposed to be amended, a total of 3,750,000 shares of the Company's
Common Stock ("Shares") may be issued pursuant to the Incentive Plan. This
number will be adjusted for stock splits, spinoffs, extra-ordinary cash
dividends and similar events. The Shares may be newly issued Shares or Shares
acquired by the Company. No person may be granted in any period of two
consecutive calendar years, awards under the Incentive Plan covering more than
1,000,000 Shares.
The Board of Directors or the Committee may from time to time suspend,
terminate, revise or amend the Incentive Plan or the terms of any grant except
that, without the approval of stockholders, no such revision or amendment may
change the number of Shares covered by or specified in the Incentive Plan,
expand those eligible for grants under the Incentive Plan or change the
qualification for membership on the Committee.
Generally, under present federal tax laws, a grant of a stock option under
the Incentive Plan should create no tax consequences for a participant.
Generally, the Company will be entitled to tax deductions at the time and to the
extent that participants recognize ordinary income. (In some cases, the Company
might not be entitled to this deduction to the extent the amount of such income,
together with other compensation received by that person from the Company,
exceeds $1 million in any one year.) Upon exercise of an option which is not an
incentive stock option (an "ISO") within the meaning of Section 422 of the Code,
a participant will be taxed on the excess of the fair market value of the Shares
on the date of exercise over the exercise price. A participant will generally
have no taxable income upon exercising as ISO. If the participant does not
dispose of Shares acquired pursuant to the exercise of an ISO within two years
of the grant or one year of the exercise; any gain or loss realized on their
subsequent disposition will be capital gain or loss; and the Company will not be
entitled to a tax deduction. If such holding period requirements are not
satisfied, the participant will generally realize ordinary income at the time of
disposition in an amount equal to the excess of the fair market value of the
Shares on the date of exercise (or, if less, the amount realized upon
disposition) over the option price and the Company will be entitled to a tax
deduction. Any remaining gain is taxed as long or short term capital gain.
Under new accounting rules, the impact options would have on earnings of
the Company if their value were treated as compensation expense will be shown in
a footnote to the Company's financial statements.
11
<PAGE> 14
Options granted pursuant to the current stock incentive plans of the
Company at the beginning of 1997 were as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
COVERED BY OPTIONS
OPTIONEE GRANTED IN 1997
-------- ------------------
<S> <C>
John M. Egan................................................ 110,000
Lawrence A. Margolis........................................ 50,000
James L. Faust.............................................. 50,000
Gordon E. Halverson......................................... 25,000
James A. Bauer.............................................. 25,000
All executive officers, including above named persons....... 312,000
All directors who are not executive officers................ 12,500
All employees, other than those who are executive
officers.................................................. 464,000
</TABLE>
Options granted to employees have exercise prices of $10.875 per Share,
vest annually in thirds beginning the second anniversary of the grant, and
expire in seven years or sooner in certain circumstances. Options granted
nonemployee directors have exercise prices of $9.23 per Share, vest in six
months and expire in seven years or sooner in certain circumstances. The last
reported sales price of the Common Stock on March 13, 1997 was $9.00 per Share.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSAL 1.
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of its Audit Committee, has
selected Ernst & Young LLP as independent auditors of the Company for 1997.
Representatives of Ernst & Young LLP, who are expected to be present at the
meeting, will be given an opportunity to make a statement if they so desire and
to respond to appropriate questions asked by stockholders.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company at its principal offices
by November 30, 1997 in order to be considered for inclusion in the Company's
Proxy Statement and Proxy relating to the 1998 Annual Meeting of Stockholders.
CONCLUSION
The Board of Directors knows of no other matters to be presented for
stockholder action at the meeting. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies will
vote upon them in accordance with their best judgment.
March 31, 1997
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence A. Margolis
Lawrence A. Margolis, Secretary
12
<PAGE> 15
ANTEC CORPORATION
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints John M. Egan, Lawrence A. Margolis and
Daniel J. Distel and each of them (with full power of substitution in each)
proxies of the undersigned to vote at the Annual Meeting of Stockholders of
ANTEC Corporation to be held at 11:30 a.m., central time, May 6, 1997, at the
Meadow Club, 2850 West Golf Road, Rolling Meadows, Illinois, and at any
adjournments thereof, all of the shares of Common Stock of ANTEC Corporation in
the name of the undersigned on the record date.
This proxy when properly executed will be voted in the manner directed
by the undersigned stockholder. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE COMPANY'S
1997 STOCK INCENTIVE PLAN.
(Continued and to be dated and signed on the reverse side.)
ANTEC CORPORATION
P.O. BOX 11355
NEW YORK, N.Y. 10203-0355
<TABLE>
<S> <C>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER, IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, SUCH SHARES WILL BE VOTED "FOR" ALL NOMINEES AND "FOR" APPROVAL OF THE 1997 STOCK INCENTIVE PLAN.
1. Election of Directors: FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] * EXCEPTIONS [X]
listed below for all nominees listed below
Nominees: William H. Lambert, Rod F. Dammeyer, John M. Egan, James L. Faust, John R. Perry, Bruce Van Wagner, Mary Agnes
Wilderotter and Samuel K. Skinner
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name in
the space provided below.)
* Exceptions
------------------------------------------------------------------------------------------------------------------------
2. Proposal 1. Approval of Company's 1997 Stock Incentive Plan. 3. In their discretion, such other matters as properly
may come before the meeting or any adjournment(s) thereof.
FOR [X] AGAINST [X] ABSTAIN [X]
Change of Address and [X]
or Comments Mark Here
IMPORTANT: Please date this proxy and sign exactly
as your name appears herein. If stock is held
jointly, both holders should sign. Executors,
administrators, trustees, guardians and officers
signing in a representative capacity should give
full title.
Dated: , 1997
---------------------------------
---------------------------------------------------
(Signature of Stockholder)
---------------------------------------------------
(Signature if held jointly)
Votes MUST be indicated [ ]
(x) in Black or Blue ink.
Please Sign, Date and Return Proxy Promptly Using the Enclosed Envelope.
</TABLE>
<PAGE> 16
ANTEC CORPORATION
1997 STOCK INCENTIVE PLAN
1. PURPOSE AND EFFECTIVE DATE. ANTEC Corporation (the "Company")
has established this 1997 Stock Incentive Plan (the "Plan") to facilitate the
retention and continued motivation of key employees, consultants and directors
and to align more closely their interests with those of the Company and its
stockholders. The effective date of the Plan shall be March 19, 1997 subject
to the approval of the Company's shareholders at the 1997 Annual Meeting.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors, or the Compensation Committee of the Company's Board of Directors or
such other Board committee as the Board may designate (the "Committee"). The
Committee has the authority and responsibility for the interpretation,
administration and application of the provisions of the Plan, and the
Committee's interpretations of the Plan, and all actions taken by it and
determinations made by it shall be binding on all persons. No Board or
Committee member shall be liable for any determination, decision or action made
in good faith with respect to the Plan.
3. SHARES SUBJECT TO PLAN. A total of 3,750,000 shares of Common
Stock of the Company ("Shares"), par value $.01 per share may be issued
pursuant to the Plan. The Shares may be authorized but unissued Shares or
Shares reacquired by the Company and held in its treasury. Grants of incentive
awards under the Plan will reduce the number of Shares available thereunder by
the maximum number of Shares obtainable under such grants. If all or any
portion of the Shares otherwise subject to any grant under the Plan are not
delivered for any reason including, but not limited to, the cancellation,
expiration or termination of any option right or unit, the settlement of any
award in cash, the forfeiture of any restricted stock, or the repurchase of
any Shares by the Company from a participant for the cost of the participant's
investment in the Shares, such number of Shares shall be available again for
issuance under the Plan. The number of Shares covered by or specified in the
Plan and the number of Shares and the purchase price for Shares under any
outstanding awards, may be adjusted proportionately by the Committee for any
increase or decrease in the number of issued Shares or any change in the value
of the Shares resulting from a subdivision or consolidation of Shares,
reorganization, recapitalization, spin-off, payment of stock dividends on the
Shares any other increase or decrease in the number of issued Shares made
without receipt of consideration by the Company, or the payment of an
extraordinary cash dividend.
4. ELIGIBILITY. All key employees, active consultants and
directors of the Company and its subsidiaries are eligible to be selected to
receive a grant under the Plan by the Committee. The Committee may condition
eligibility under the Plan or participation under the Plan, and any grant or
exercise of an incentive award under the Plan on such conditions, limitations
or restrictions as the Committee determines to be appropriate for any reason.
No person may be granted in any period of two consecutive calendar years,
awards covering more than 1,000,000 Shares.
<PAGE> 17
5. AWARDS. The Committee may grant awards under the Plan to
eligible persons in the form of stock options (including incentive stock
options within the meaning of section 422 of the Code), stock grants, stock
units, restricted stock, stock appreciation rights, performance shares and
units and dividend equivalent rights, and reload options to purchase additional
Shares if Shares are delivered in payment of any other options, and shall
establish the number of Shares subject to each such grant and the terms
thereof, including any adjustments for reorganizations and dividends, subject
to the following:
(a) All awards granted under the Plan shall be evidenced by
agreements in such form and containing such terms and conditions
not inconsistent with the Plan as the Committee shall
prescribe.
(b) The exercise price of any option or stock appreciation right
shall not be less than 85% of the fair market value of a
corresponding number of Shares as of the date of grant, except
that such minimum option price may be reduced (but not below
par value) in the case of options granted in consideration of a
reduction in compensation by the amount of such reduction.
(c) No more than 20% of the Shares may be awarded in a form other
than options or stock appreciation rights unless such Shares
are in payment of compensation earned or due at the time of the
award or within one year thereof.
6. ADMINISTRATION OF THE PLAN. The Board of Directors or the
Committee may from time to time suspend, terminate, revise or amend the Plan or
the terms of any grant in any respect whatsoever, provided that, without the
approval of the stockholders of the Company, no such revision or amendment may
increase the number of Shares subject to the Plan or expand those eligible for
grants under the Plan.
2
