<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 7, 1998
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 Thursday, May 7,
1998 at 10:00 a.m., for the purpose of electing eight directors, 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, 1998 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, 1997 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
LOGO
Lawrence A. Margolis, Secretary
Rolling Meadows, Illinois
March 27, 1998
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF ANTEC CORPORATION
TO BE HELD MAY 7, 1998
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 5720 Peachtree Parkway Norcross, Georgia
30092 (telephone 770-441-0007). 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 7, 1998 at 10:00 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 $3,000 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,
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, 1998 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, 1998, 39,329,289 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. Shares represented at the meeting
which abstain from voting or withhold votes will be counted in determining the
presence of a quorum but will not affect the election of directors.
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 .
The following table sets forth the name and age as of March 13, 1998 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, 57....................... Director of the Company since 1993; Vice Chairman since
1998 and President and Chief Executive Officer from 1993
to 1998 of Anixter International Inc., a provider of
networking and cabling solutions; Managing Partner since
1998 and Managing Director from 1996 to 1998 of EGI
Corporate Investments, a diversified management and
investment company; Director of Anixter International
Inc., CNA Surety Corp., Inc., IMC Global, Inc., Jacor
Communications, Inc., Lukens Inc., Metal Management,
Inc., Stericycle, Inc., TeleTech Holdings, Inc.; and
Transmedia Network, Inc.; and Trustee of Van Kampen
American Capital, Inc. closed-end funds.
John M. Egan, 50.......................... 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, 56........................ Director of the Company since 1995; Consultant since
1998; Executive Vice President, International of the
Company from 1995 to 1998. During 1989-1994 he held
various executive positions with General Instrument
Corporation. Director of Cabletel Communications
Corporation since 1996 and Evolve Products Inc. since
1997.
William H. Lambert, 61.................... Director of the Company since 1997; Chairman, President
and Chief Executive Officer of TSX Corporation from 1988
to 1997. Chairman of AM Communications Inc. since 1998.
John R. Petty, 67......................... Director of the Company since 1993; Chairman of TECSEC
Incorporated, a data security company since 1997;
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. and Equivest Finance, Inc.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME & AGE DURING PAST FIVE YEARS
---------- -----------------------------------
<S> <C>
Samuel K. Skinner, 59..................... Director of the Company since 1995; President and
Director of Unicom Corp., an electrical utilities
company, from 1993 to 1998; Director of LTV Corporation,
Midwest Express Holdings Inc., Union Pacific Resources
Inc., and BHP Advisory Council; Chief of Staff to the
President of the United States from 1992 to 1993; United
States Secretary of Transportation from 1989 to 1992.
Robert J. Stanzione, 50................... President and Chief Operating Officer of the Company
since January 1998. President and Chief Executive
Officer of ARRIS Interactive, a joint venture company of
ANTEC and Nortel from 1995 to 1997. During 1969 to 1995,
he held various positions with AT&T Corporation.
Bruce Van Wagner, 72...................... 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>
BOARD AND COMMITTEE MEETINGS
The Audit Committee, currently consisting of Messrs. Petty (Chairperson)
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
four meetings in 1997.
The Compensation Committee, currently consisting of Messrs. Dammeyer
(Chairperson) and 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 four meetings in 1997.
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 1997.
The Board of Directors held six meetings in 1997. 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($) OPTIONS(#) COMPENSATION($)(3)
------------------ ---- --------- -------- --------------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John M. Egan......... 1997 500,000 0 860,000 2,375
Chief Executive 1996 441,400 433,440 112,000 2,375
Officer 1995 430,000 129,000 55,583 56,000 2,310
Lawrence A.
Margolis........... 1997 280,000 0 300,000 2,375
Executive Vice 1996 253,400 171,046 40,000 2,375
President, Chief 1995 210,000 63,000 20,000 2,310
Financial Officer
James L. Faust....... 1997 280,000 0 80,800(1) 300,000 2,375
Executive Vice 1996 253,400 161,898 50,000 2,375
President, Int'l 1995 210,000 157,500 246,875(2) 75,000 1,969
Gordon E.
Halverson.......... 1997 190,000 40,000 175,000 2,256
Executive Vice 1996 170,000 75,262 20,000 --
President, Sales 1995 135,000 55,000 10,000 --
James A. Bauer....... 1997 169,900 28,000 85,000 2,375
Senior Vice 1996 161,500 98,886 20,000 2,375
President, Comm. 1995 128,800 35,000 10,000 2,310
and Admin.
</TABLE>
- -------------------------
(1) Represents the value of 10,000 shares of Common Stock granted in 1997. One
third of the shares vest each May 7, beginning May 7, 1998. Subject to
forfeiture for nonvesting, grantee is entitled to any dividends declared in
the stock. At December 31, 1997, the 10,000 unvested shares had a value of
$156,250.
(2) 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,
1997, the 4,167 unvested shares had a value of $65,109.
(3) Represents contributions by the Company to the employee savings plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES IN EXERCISE OR DATE OPTION TERM(3)
GRANTED FISCAL BASE PRICE OF ------------------------------
NAME (#) YEAR ($/SH) EXPIRATION 5%($) 10%($)
- ---- ---------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
John M. Egan............. 110,000(1) 16% $10.88 01/01/04 $ 487,300 $1,135,200
750,000(2) 27% $ 8.88 05/07/04 2,715,000 6,315,000
Lawrence A. Margolis..... 50,000(1) 7% $10.88 01/01/04 221,500 516,000
250,000(2) 9% $ 8.88 05/07/04 905,000 2,105,000
James L. Faust........... 50,000(1) 7% $10.88 01/01/04 221,500 516,000
250,000(2) 9% $ 8.88 05/07/04 905,000 2,105,000
Gordon E. Halverson...... 25,000(1) 4% $10.88 01/01/04 110,750 258,000
150,000(2) 5% $ 8.88 05/07/04 543,000 1,263,000
James A. Bauer........... 25,000(1) 4% $10.88 01/01/04 110,750 258,000
60,000(2) 2% $ 8.88 05/07/04 217,200 505,200
</TABLE>
- -------------------------
(1) One-third of options become exercisable on each anniversary of grant,
beginning February 7, 1999.
4
<PAGE> 7
(2) Options become exercisable on May 7, 2003. Vesting will accelerate if the
Company's stock closes above specified prices ($15, $20 and $25) for 20
consecutive days and the Company's fully diluted earnings per common share
(before non-recurring items) over a period of four consecutive quarters
exceed a dollar per common share. Vesting will also accelerate if any person
and its affiliates, other than Anixter International, Inc.,
Tele-Communications, Inc. and their affiliates, acquires or tenders for more
than 50% of the stock of the Company.
(3) These numbers are for presentation purposes only and are not predictions of
future stock prices.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)
SHARES ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
------------------ ----------- ------------- -------------
<S> <C> <C> <C> <C>
John M. Egan.............. 0 0 367,717/1,009,333 $1,963,406/$5,587,800
Lawrence A. Margolis...... 0 0 124,617/ 353,333 $ 663,469/$1,926,000
James L. Faust............ 0 0 25,000/ 400,000 0/$ 1,926,250
Gordon E. Halverson....... 0 0 83,733/ 201,667 $ 452,250/$1,132,750
James A. Bauer............ 0 0 23,333/ 111,667 0/$ 524,250
</TABLE>
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
ESTIMATED BENEFIT BASED ON YEARS OF SERVICE
------------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35
- ------------ -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$ 250,000.................. $ 30,595 $ 45,893 $ 61,190 $ 76,488 $ 91,786 $ 91,786
350,000................. 43,595 65,393 87,190 108,988 130,786 130,786
450,000................. 56,595 84,893 113,190 141,488 169,786 169,786
550,000................. 69,595 104,393 139,190 173,988 208,786 208,786
650,000................. 82,595 123,893 165,190 206,488 247,786 247,786
750,000................. 95,595 143,393 191,190 238,988 286,786 286,786
850,000................. 108,595 162,893 217,190 271,488 325,786 325,786
950,000................. 121,595 182,393 243,190 303,988 364,786 364,786
1,050,000................. 134,595 201,893 269,190 336,488 403,786 403,786
1,150,000................. 147,595 221,393 295,190 368,988 442,786 442,786
</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 1997 was the salary for 1997 and the bonus accrued for 1996
in the "Summary Compensation Table.") As of December 31, 1997, Messrs. Egan,
Margolis, Halverson, Bauer and Faust have approximately 24, 15, 29, 4 and 2
years of service, respectively.
5
<PAGE> 8
COMPENSATION OF DIRECTORS
The Company pays its non-employee directors annual retainers of $50,000 of
its stock in the form of stock units which convert to Common Stock at the
pre-arranged time selected by each director plus fees of $1,000 for each board
meeting attended, $750 for each committee meeting attended and a $2,500 annual
retainer for committee chairperson.
In connection with the merger with TSX Corporation on February 6, 1997, the
Company agreed to continue to pay Mr. Lambert a salary of $400,000 for an
additional nine months. Mr. Lambert's prior employment agreement with TSX
carried forward to that date at which time he was entitled to the termination
and other benefits provided by that contract. In November 1997, the Company paid
Mr. Lambert approximately $2.4 million in accordance with this employment
agreement.
Effective February 1, 1998, Mr. Faust's arrangement with the Company was
changed from an employment contract to a consulting contract. The new contract
provides for quarterly payments $27,500 for five years and for continuation for
a year or more of certain benefits Mr. Faust had received as an employee.
The Company is paying for the defense by Mr. Van Wagner of charges by the
Securities and Exchange Commission that members of his family and neighbors sold
stock of the Company based on material non-public information of the Company
obtained from Mr. Van Wagner. In 1997, the Company paid approximately $90,000
for these costs.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has entered into employment agreements with Messrs. Egan,
Stanzione, Margolis, Faust (see "Compensation of Directors") 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 (except for those options granted in May 1997 which vest on
May 7, 2003) 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 Messrs. Egan
and Stanzione and 50 or 60% of salary for the other officers. Mr. Stanzione's
contract was amended in 1997 to increase his salary to $340,000 on January 1,
1998 and to provide for the granting of an option to purchase 335,000 shares of
common stock of the Company. The Company has agreed to pay Mr. Stanzione the
amount by which the exercise price of this option ($11.125 per share) exceeds
$9.75 per share. Also see "Options Grants in Last Fiscal Year."
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors for
1997 were Rod Dammeyer (Chairperson), Samuel Skinner and Mary Agnes Wilderotter.
During 1997 Mr. Dammeyer was a director and the President and Chief Executive
Officer of Anixter International Inc.
6
<PAGE> 9
The Company shares the costs of certain insurance policies with Anixter
International Inc. The amount allocated to the Company in 1997 for these costs
was approximately $0.3 million. The Company rents a facility from an affiliate
of Samuel Zell, under a lease providing for annual rental payments of
approximately $0.4 million which runs through 1999. Mr. Zell and Ann Lurie are
beneficiaries and trustees of trusts holding through partnerships and a limited
liability company 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.
7
<PAGE> 10
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 1997 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.
In May 1997 the Committee granted additional options to key employees
including executive officers. These options were designed to retain and motivate
these employees. They do not become exercisable for 6 years unless the Company's
stock closes above specified prices ($15, $20, and $25) for 20 consecutive days
and the Company's fully diluted earnings per common share (before non-recurring
items) over a period of four consecutive quarters exceed a dollar per common
share. The options also become exercisable prior to 6 years if any person and
their affiliates, other than current substantial stockholders, acquire or tender
for more than 50% of the Company. Any unexercisable options are forfeited when
employment terminates for any reason. Moreover if an optionee terminates his or
her employment within 12 months after a stock price target and the earning
target have been met, the optionee forfeits 50% of the options which became
exercisable. In determining the number of options to be granted to each
employee, the Committee considered the following: the number of options which
would otherwise be granted the employee over the next three years as described
above, the incentive being provided by options previously granted to the
employee, and the level of long-term incentives being provided for similar
positions by companies with which the Company believes it competes for
employees.
No annual incentive compensation was earned in 1997 by executive officers
for achievement of financial goals. Executive officers below the top three were
paid bonuses of up to 50% of their salary based on the achievement of individual
goals.
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.
Rod F. Dammeyer Samuel K. Skinner
8
<PAGE> 11
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, 1997, 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
(Fiscal Year Covered) Corporation S&P 500 CRSP Peer 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
12/31/97 65.1 235.2 271.1
</TABLE>
9
<PAGE> 12
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 13, 1998, 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(13)
--------------------------- ------ ----------
<S> <C> <C>
James A. Bauer........................................... 39,305(2) *
Rod F. Dammeyer.......................................... 14,100(3)(4)(12) *
John M. Egan............................................. 454,004(5) 1.1%
James L. Faust........................................... 94,648(6) *
Gordon E. Halverson...................................... 95,468(7) *
William H. Lambert....................................... 25,050(8)(12) *
Lawrence A. Margolis..................................... 161,929(9) *
John R. Petty............................................ 14,100(3)(4)(12) *
Samuel K. Skinner........................................ 9,100(10)(12) *
Bruce Van Wagner......................................... 210,000(11)(12) *
All directors and executive officers as a group including
the above-named persons................................ 1,289,435 3.1%
</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 33,334 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 Vice Chairman and Mr. Petty is a
director. Messrs. Dammeyer and Petty disclaim beneficial ownership of these
shares of Common Stock.
(4) Includes 10,000 shares obtainable pursuant to currently exercisable
options.
(5) Includes 423,716 shares obtainable pursuant to currently exercisable
options.
(6) Includes 66,667 shares obtainable pursuant to currently exercisable
options.
(7) Includes 93,734 shares obtainable pursuant to currently exercisable
options.
(8) Includes 20,000 shares obtainable pursuant to currently exercisable
options.
(9) Includes 144,616 shares obtainable pursuant to currently exercisable
options.
(10) Includes 5,000 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) Messrs. Dammeyer, Petty, Skinner and Van Wagner include 4,100 common stock
units and Mr. Lambert includes 2,050 common stock units. The units convert
to Common Stock on a one for one basis at the time determined when the
stock units were granted.
(13) 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.
10
<PAGE> 13
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 13, 1998 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%
4711 Golf Road
Skokie, IL. 60076
Common......................... Tele-Communications, Inc.(2) 7,181,341 18.3%
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
Common......................... State of Wisconsin 2,234,800(3) 5.7%
Investment Board
P.O. Box 7842
Madison, Wisconsin 53707
</TABLE>
- -------------------------
(1) Samuel Zell and Ann Lurie are beneficiaries and trustees of trusts holding
through partnerships and a limited liability company approximately 22% of
the stock of Anixter International, Inc. Mr. Zell and Mrs. Lurie 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 854,341 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 January 20, 1998.
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, Faust 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, 1997, the balance due on the loans was $110,800. The
Company loaned $100,000 to Gordon Halverson, an officer of the Company, in
December 1997. This loan is interest-free and matures annually in thirds
beginning December 1998.
Tele-Communications, Inc. ("TCI") is the Company's largest customer. In
1997, the Company received $46.6 million from TCI for goods and services it
furnished TCI. In 1998, a joint venture in which a subsidiary of the Company is
a 50% owner, entered into contracts to provide turnkey upgrades for TCI in San
Francisco, Seattle and Salt Lake City. The Company has entered into a
registration rights agreement with TCI under which the Company, under certain
circumstances, must register under the Securities Act TCI's shares of common
stock for sale to the public and must indemnify TCI for certain liabilities.
11
<PAGE> 14
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 1998.
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 1999 Annual
Meeting of Stockholders must be received by the Company at its principal offices
by November 30, 1998 in order to be considered for inclusion in the Company's
Proxy Statement and Proxy relating to the 1999 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 27, 1998
BY ORDER OF THE BOARD OF DIRECTORS
LOGO
Lawrence A. Margolis, Secretary
12
<PAGE> 15
<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.
1. Election of Directors: FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below
Nominees: William H. Lambert, Rod F. Dammeyer, John M. Egan, James L. Faust, John R. Petty, Bruce Van Wagner, Robert J.
Stanzione 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. In their discretion, such other matters as properly may come before the meeting or any adjournment(s) thereof.
CHANGE OF ADDRESS AND [ ]
OR COMMENTS MARK HERE
IMPORTANT: Please date this proxy and sign exactly as your
name appears hereon. 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:_______________________________________________, 1998
___________________________________________________________
(Signature of Stockholder)
___________________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY VOTES MUST BE INDICATED [X]
PROMPTLY USING THE ENCLOSED ENVELOPE. (X) IN BLACK OR BLUE INK.
</TABLE>
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 10:00 a.m., central time, May 7, 1998, 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.
(Continued, and to be dated and signed on the reverse side.)
ANTEC CORPORATION
P.O. BOX 11355
NEW YORK, N.Y. 10203-0355
