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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] 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 (S) 240.14a-11(c) or (S) 240.14a-12
BELDEN INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARGER)
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:
Not applicable
(2) Aggregate number of securities to which transaction applies:
Not applicable
(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):
Not applicable
(4) Proposed maximum aggregate value of transaction:
Not applicable
(5) Total fee paid:
Not applicable
[ ] 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:
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GRAPHIC IMAGE
OF THE BELDEN
LOGO
March 26, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting to be held
on Thursday, May 1, 1997, in St. Louis, Missouri.
Details of the business to be conducted at the annual meeting are
given in the attached Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend, you can be sure your shares are
represented at the meeting by promptly completing and returning your proxy
form in the enclosed envelope.
Sincerely,
/s/ C. Baker Cunningham
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer<PAGE>
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BELDEN INC.
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
Notice of Annual Meeting of Shareholders
March 26, 1997
To the Shareholders:
Belden Inc. will hold its 1997 Annual Meeting of Shareholders in the
Lewis & Clark Room of the St. Louis Club, Pierre Laclede Center, 7701
Forsyth Boulevard, 16th Floor, St. Louis, Missouri, on Thursday, May 1,
1997, at 11:00 a.m. C.D.T. for the following purposes:
1. to elect three Class I directors;
2. to approve an amendment to the Company's Long-Term Incentive
Plan to reserve an additional 1,300,000 shares of the
Company's common stock for issuance under the Plan; and
3. to transact any other matters that may properly come before
the meeting.
Shareholders of record at the close of business on March 14, 1997
will be entitled to vote at the meeting.
By order of the Board of Directors,
/s/ Kevin Bloomfield
Kevin Bloomfield
Secretary<PAGE>
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BELDEN INC.
March 26, 1997
PROXY STATEMENT
Annual Meeting of Stockholders
To be held May 1, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Belden Inc. for the 1997
Annual Meeting of Shareholders. Distribution of this Proxy Statement and a
proxy form is scheduled to begin on or about March 26, 1997.
Only record holders of the common stock, $.01 par value, of the
Company at the close of business on March 14, 1997 (the "Record Date") will
be entitled to vote at the Meeting. On February 28, 1997, 26,119,419 shares
of common stock were outstanding and entitled to vote. Each share of common
stock has one vote. For the proposals to be considered, the presence at the
meeting, in person or by proxy, of the holders of a majority of shares of
common stock is necessary to constitute a quorum.
You can ensure that your shares are voted at the meeting by completing
and returning the enclosed proxy form in the envelope provided. Sending in
a proxy will not affect your right to attend the meeting and vote. A
stockholder who gives a proxy may revoke it at any time before it is
exercised by voting in person at the meeting, by submitting another proxy
bearing a later date or by notifying the Inspector of Election in writing
of such revocation.
MATTERS TO COME BEFORE THE MEETING
1 - Election of Three Directors
The directors of the Company are divided into three classes, Class I,
Class II and Class III, with each class serving for a term of three years.
One class stands for election at each annual meeting of stockholders. At
the date of this Proxy Statement, there are three Class II directors whose
term will expire at the 1998 annual meeting, one Class III director whose
term will expire at the 1999 annual meeting and two Class I directors whose
term will expire at this annual meeting. At this meeting, three Class I
directors will be elected for a term expiring at the 2000 annual meeting.
Christopher Byrnes, Joseph R. Coppola, and John R. DallePezze are the Board
of Directors' nominees as Class I directors for election at this meeting.
Messrs. Byrnes and Coppola are current Class I directors. Mr. DallePezze
has not previously served on the Board.
Each nominee has indicated a willingness to serve as director if
elected. Should any nominee be unavailable or unwilling to serve, and if
any other person is nominated, the persons designated on the accompanying
form of proxy will have the discretionary authority to vote or refrain from
voting in accordance with their judgment on such other nominee unless
authority to vote on such matter is withheld.
Nominees for Class I Directors
JOSEPH R. COPPOLA
Chairman and Chief Executive Officer
Giddings & Lewis, Inc.
Chairman -- Compensation Committee
Director since 1993 Age 66 (PHOTO)
Received a B.S. degree in mechanical engineering from the University of
Massachusetts. From 1989, director, and from 1993, Chairman and Chief
Executive Officer of Giddings & Lewis, Inc., a manufacturer of machine
tools and assembly systems. From 1985 to 1993, was Senior Vice President,
Manufacturing Services of Cooper Industries, Inc. ("Cooper"), a
manufacturer of electrical equipment, tools and hardware, and automotive
products.
Director, Coltec Industries Inc., National Exchange Bank.
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CHRISTOPHER I. BYRNES
Dean, School of Engineering and Applied Science
Washington University
Member -- Compensation Committee
Director since 1995 Age 47 (PHOTO)
Received a B.S. degree in mathematics from Manhattan College and M.S. and
Ph.D. degrees in mathematics from the University of Massachusetts. Has
served on the engineering faculty at Arizona State, Harvard, and the Royal
Institute of Technology in Stockholm. Has held visiting appointments in
Austria, France, Germany, Italy, Japan, the Netherlands, Sweden and the
former Soviet Union. Elected Fellow of the Institute of Electrical and
Electronics Engineers and of the Japan Society for the Promotion of
Science. Since 1991, has been Dean of the School of Engineering and
Applied Science of Washington University.
JOHN R. DALLEPEZZE
Chairman of the Board, President and Chief Executive Officer
Holophane Corporation Age 53 (PHOTO)
Received a B.S.E.E. degree from Princeton University and an M.S. degree
from the Massachusetts Institute of Technology. Since October 1989, has
been Director, President and Chief Executive Officer and, since February
1992, Chairman of the Board of the Holophane Corporation, a manufacturer of
lighting fixtures and systems.
Director, Holophane Corporation.
Class II Directors: Term Expiring in 1998
ALAN E. RIEDEL
Chairman
Gardner Denver Machinery, Inc.
Member -- Audit Committee
Director since 1993 Age 66 (PHOTO)
Graduated magna cum laude from Ohio University with a B.A. degree in
government. Received a Juris Doctor degree from Case Western Reserve
University School of Law, where he was elected to the Order of the Coif.
Has completed Harvard Business School's Advanced Management Program.
Received an Honorary Doctor of Laws from Ohio University. Since April 1994,
has served in the position "Of Counsel" to the law firm of Squire, Sanders
& Dempsey and has been Director and Chairman of Gardner Denver Machinery,
Inc., a manufacturer of air compressor products and pumps. Had been Vice
Chairman of Cooper, from April 1992 until April 1994, when he retired. From
1973 to 1992, was Senior Vice President, Administration of Cooper.
Director, Gardner Denver Machinery, Inc., Standard Products Company, and
Arkwright Mutual Insurance Company.
LORNE D. BAIN
Chairman -- Audit Committee
Director since 1993 Age 55 (PHOTO)
Received a B.B.A. degree from St. Edwards University and a Juris Doctor
degree from the University of Texas School of Law and has completed Harvard
Business School's Advanced Management Program. Presently, Managing Director
of Bellmeade Capital Partners, L.L.C. From 1991 to 1996, had been Chairman
and Chief Executive Officer of Sanifill, Inc., an environmental services
company.
BERNARD G. RETHORE
Chairman of the Board, President and Chief Executive Officer
BW/IP, Inc.
Member -- Audit Committee
Director since February 1997 Age 55 (PHOTO)
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Received a B.A. degree in Economics (Honors) from Yale University and an
M.B.A. degree from the Wharton School of the University of Pennsylvania.
Since 1995, has been President , Chief Executive Officer and a Director
and, since February 1997, Chairman of the Board of BW/IP, Inc. , a supplier
of advanced-technology fluid transfer and control equipment, systems and
services. From 1985 to 1995, was Senior Vice President of Phelps Dodge
Corporation and President of Phelps Dodge Industries, its diversified
manufacturing business.
Director, BW/IP, Inc. Maytag Corporation.
Class III Director: Term Expiring in 1999
C. BAKER CUNNINGHAM
Chairman of the Board, President and
Chief Executive Officer
Director since 1993 Age 55 (PHOTO)
Received a B.S. degree in civil engineering from Washington University, an
M.S. degree in civil engineering from Georgia Tech and an M.B.A. from
Harvard Business School. Has been Chairman, President and Chief Executive
Officer of the Company since its incorporation in July 1993. From February
1982 until July 1993, was an Executive Vice President, Operations of
Cooper.
Director, Cooper Cameron Corporation.
Vote Required and Board Recommendation
To be elected, each nominee must receive the affirmative vote of a
majority of the common stock of the Company represented at the Meeting.
The Board of Directors recommends a vote "for" the election of each nominee
to the Board of Directors.
2 - Proposal to Amend the Belden Inc. Long-Term Incentive Plan
In 1994, the stockholders approved the Belden Inc. Long-Term Incentive
Plan ("Incentive Plan"). The stockholders at this annual meeting will be
requested to approve an amendment to the Incentive Plan that increases by
1,300,000 the number of shares that may be granted under the Incentive
Plan. Such approval is necessary in order to retain the ability to award
ISO's (defined below) in excess of 1,300,000 shares. As of March 1, 1997,
308,500 shares of common stock were available for issuance under the
Incentive Plan for future awards. If the amendment is approved, the number
of shares of common stock available for future grants would be 1,608,500.
The Incentive Plan is intended to promote the long-term financial
interests of the Company by aligning employee financial interests with
long-term stockholder value. The Board believes that the number of shares
remaining available for issuance will be insufficient to achieve the
purpose of the Incentive Plan over its 10-year term unless the additional
shares are authorized.
Administration of the Incentive Plan. The Incentive Plan is
administered by the Compensation Committee which is comprised of two or
more non-employee directors of the Company selected by the Board of
Directors. The current members of the Compensation Committee are Messrs.
Joseph R. Coppola and Christopher Byrnes, both non-employee directors. It
is the Board's policy that the Compensation Committee be composed of
outside directors for the purpose of Rule 16b-3 under the Securities
Exchange Act of 1934 and the $1 million compensation deduction limitation
exception under the Internal Revenue Code of 1986, as amended (the "Code").
Subject to the provisions of the Incentive Plan, the Compensation
Committee is authorized to determine who may participate in the Incentive
Plan, the number and types of awards made to each participant and the
terms, conditions and limitations applicable to each award. In addition,
the Compensation Committee has the power to interpret the Incentive Plan
and to adopt such rules and regulations as it may deem necessary or
appropriate for purposes of administering the plan.
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Eligibility and Participation. All employees of the Company and its
subsidiaries who have demonstrated significant management potential or who
have the capacity for contributing in a substantial measure to the
successful performance of the Company, as determined by the Compensation
Committee, are eligible to be participants in the Incentive Plan. As of
the date of this Proxy Statement, approximately 102 employees participate.
Participants may receive one or more awards under the Incentive Plan.
The aggregate fair market value (determined as of the date the option
is granted) of the stock with respect to which incentive stock options are
exercisable for the first time by the optionee in any calendar year (under
the Incentive Plan and any other incentive stock option plan of the Company
and any parent and subsidiary corporation thereof) may not exceed $100,000.
No individual may receive stock options under the Incentive Plan in excess
of 100,000 shares of common stock every other year over the 10-year term of
the Incentive Plan.
Shares Subject to Awards. As initially approved, the Incentive Plan
reserved 1,300,000 shares (subject to adjustment for changes in
capitalization) for the granting of stock options, stock appreciation
rights, restricted stock awards, and performance shares. Such shares may be
treasury shares or authorized but unissued shares. The proposed amendment,
if approved, would increase the number of shares reserved for grant under
the Incentive Plan by 1,300,000 shares to 1,608,500 shares.
If any outstanding options expire or terminate, the shares of common
stock allocable to the unexercised portion of such option may again be
subject to award under the Incentive Plan, subject to certain exceptions.
The Compensation Committee has the discretion to grant either "incentive
stock options" (within the meaning of Section 422 of the Code, ("ISO's"))
or "non-statutory stock options" ("NSO's"). A description of these two
types of stock options appear below under the heading "Federal Income Tax
Consequences."
Grant and Exercise of Options. Each option granted under the
Incentive Plan is to be embodied in a written option agreement, which is
subject to the terms and conditions of the Incentive Plan and which may
contain such other provisions as the Compensation Committee in its
discretion deems advisable.
The price at which shares may be purchased pursuant to an option,
whether an ISO or an NSO, is to be determined by the Compensation
Committee, but in no event may such price be less than the fair market
value of the shares of common stock on the date the option is granted. At
February 28, 1997, the high and low sales prices of the common stock were
$35.875 and $35.625, respectively.
No option will be exercisable after the expiration of ten years from
the date it is granted. The Compensation Committee in its discretion may
provide that an option will be exercisable throughout a ten-year period or
during any shorter period of time commencing on or after the date of grant
of the option and ending on or before the expiration of a ten-year period.
The Compensation Committee may, in its discretion, provide for vesting or
other conditions on exercise of options granted under the Incentive Plan.
Upon exercise, subject to the provisions of the agreement relating to
the option, a participant in the Incentive Plan may pay the option exercise
price of a stock option in cash, shares of common stock, stock appreciation
rights or a combination of the foregoing, or such other consideration as
the Compensation Committee may deem appropriate.
Rights of Participants. No participant has rights as a shareholder
with respect to the shares covered by an award until the date of issuance
of a stock certificate for the shares. The granting of any award by the
Company will not impose any obligation on the Company to employ or continue
to employ any participant. To date, the Compensation Committee has granted
991,500 stock options to employees.
Stock Appreciation Rights. Under the Incentive Plan, the Compensation
Committee may grant stock appreciation rights either in tandem with an
option or alone. Stock appreciation rights granted in tandem with a stock
option may be granted at the same time as the stock option or at a later
time. A stock appreciation right issued in tandem with stock options shall
entitle the participant to receive from the Company an amount payable in
cash, in shares of common stock or a combination of cash and common stock
equal to the positive difference between the fair market value on the date
of exercise of a share of common stock and the grant price, or some lesser
amount as the Compensation Committee determines. The grant of a
freestanding stock appreciation right may be at such price as determined by
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the Committee, provided that such price may not be less than the fair
market value of the common stock on the date of grant. No stock
appreciation right shall be exercisable earlier than six months after
grant. The Compensation Committee has not granted any stock appreciation
rights.
Restricted Stock. Under the Incentive Plan, the Compensation
Committee may grant shares of restricted stock, which are subject to
forfeiture to the Company under such conditions and for such period of time
(not less than one year) as the Compensation Committee may determine. The
Compensation Committee shall determine the conditions or restrictions of
any restricted stock awards, which may include restrictions on
transferability, requirements of continued employment, individual
performance or the Company's financial performance. The Compensation
Committee has not granted any restricted stock awards.
Performance Shares. Under the Incentive Plan, the Compensation
Committee may grant performance shares that are earned only after the
attainment of predetermined performance targets during a performance period
as established by the Compensation Committee. Performance shares are
convertible into common stock, cash or a combination of both as determined
by the Compensation Committee. At the end of the performance cycle, the
Compensation Committee shall determine the number of performance shares
that have been earned on the basis of the Company's performance in relation
to the performance goals. Performance shares may not be sold, transferred,
assigned, pledged or otherwise encumbered so long as such performance
shares remain restricted. The Compensation Committee has not granted any
performance shares.
Stock Options for Nonemployee Directors. Under the Incentive Plan,
each nonemployee director is automatically granted, on the day following
each annual meeting of shareholders, an option to purchase 1,000 shares of
common stock. The option exercise price is equal to 100% of the fair
market value (as defined in the Incentive Plan) of the common stock on the
date of the option grant. The options become exercisable on the first
anniversary of the date of grant and expire five years after the date of
grant. The option price may be paid in cash, shares of common stock or a
combination of cash and shares. All options granted to nonemployee
directors are nontransferable, other than by will or the laws of descent
and distribution, and each option is exercisable, during the lifetime of
the optionee, only by the optionee. If a person ceases to be a nonemployee
director due to death, disability or retirement, his or her options
generally will be exercisable for a period of one year (but not later than
the expiration date of the option). If a nonemployee director's service
terminates for any other reason, options that are not then exercisable
shall be canceled and options that are exercisable may be exercised at any
time within 90 days after the date of such termination (but not later than
the expiration date of the options). The portion of the Incentive Plan
applicable to nonemployee directors is designed to operate automatically
and not require administration.
Effect of Change of Control. The Incentive Plan provides for the
acceleration of certain benefits in the event of a "Change of Control" of
the Company. A Change of Control will be deemed to have occurred if either
(i) any person or group acquires beneficial ownership of 25% of the voting
securities of the Company; (ii) there is a change in the composition of a
majority of the Board of Directors within any two-year period; or (iii) a
change in control (as such term is used in Schedule 14A promulgated under
the Securities Exchange Act of 1934) otherwise occurs.
Upon the occurrence of a Change of Control, each nonemployee director
option with respect to which six months have elapsed since the date of
grant, whether the option is then exercisable or not, will be cancelled in
consideration for a payment equal to the excess of the then fair market
value of the common stock (as calculated in accordance with the Incentive
Plan) over the option exercise price. Except as may be provided in the
agreement relating to the options, a holder of any other options granted
under the Incentive Plan which are not then exercisable in full at the time
of a Change of Control will be entitled, with respect to the portion not
then exercisable, to receive a cash payment equal to the excess of the then
fair market value of the common stock (as calculated in accordance with the
Incentive Plan) over the option exercise price. In addition, upon a Change
of Control, all stock appreciation rights which have not been granted in
tandem with options and which have been outstanding for at least six months
will become exercisable in full, restrictions on restricted stock shall
lapse and all performance shares shall be deemed to be earned in full.
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Changes in the Company's Capital Structure. In the event of any
change in the outstanding shares of common stock by reason of a
reorganization, recapitalization, stock split, stock dividend, combination
or exchange of shares, merger, consolidation or any change in the corporate
structure or shares of the Company, the maximum aggregate number and class
of shares as to which stock options, stock appreciation rights, restricted
stock awards, and performance shares may be granted under the Incentive
Plan and the shares issuable pursuant to outstanding stock options, stock
appreciation rights, restricted stock awards, and performance shares shall
be appropriately adjusted by the Compensation Committee, whose
determination shall be final.
Amendment of the Incentive Plan. The Board of Directors may amend,
suspend or terminate the Incentive Plan at any time and from time to time;
provided, however, that no amendment shall be made without shareholder
approval if such approval is necessary in order for the Incentive Plan to
continue to comply with Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and provided further that the provisions of the Incentive
Plan regarding non-employee director stock options shall not be amended
more than once every six months, other than to comport with changes in the
Code, the Employment Retirement Income Security Act of 1974, as amended
("ERISA"), or the rules thereunder.
Duration of the Incentive Plan. The Incentive Plan became effective
on October 6, 1993, and no awards may be granted pursuant to the Incentive
Plan after October 6, 2003.
Federal Income Tax Consequences -- Incentive Stock Options. The grant
of incentive stock options to an employee does not result in any income tax
consequences. The exercise of an incentive stock option does not result in
any income tax consequences to the employee if the incentive stock option
is exercised by the employee during his employment with the Company or a
subsidiary, or within a specified period after termination of employment
due to death or retirement for age or disability under then established
rules of the Company. However, the excess of the fair market value of the
shares of stock as of the date of exercise over the option price is a tax
preference item for purposes of determining an employee's alternative
minimum tax. An employee who sells shares acquired pursuant to the
exercise of an incentive stock option after the expiration of (i) two years
from the date of grant of the incentive stock option, and (ii) one year
after the transfer of the shares to the employee (the "Waiting Period")
will generally recognize long-term capital gain or loss on the sale.
An employee who disposes of his incentive stock option shares prior to
the expiration of the Waiting Period (an "Early Disposition") generally
will recognize ordinary income in the year of sale in an amount equal to
the excess, if any, of (i) the lesser of (a) the fair market value of the
shares as of the date of exercise or (b) the amount realized on the sale,
over (ii) the option price. Any additional amount realized on an Early
Disposition should be treated as capital gain to the employee, short or
long-term, depending on the employee's holding period for the shares. If
the shares are sold for less than the option price, the employee will not
recognize any ordinary income but will recognize a capital loss, short or
long-term, depending on the holding period.
The Company will not be entitled to a deduction as a result of the
grant of an incentive stock option, the exercise of an incentive stock
option, or the sale of incentive stock option shares after the Waiting
Period. If an employee disposes of his incentive stock option shares in an
Early Disposition, the Company will be entitled to deduct the amount of
ordinary income recognized by the employee.
Federal Income Tax Consequences -- Non-Qualified Stock Options. The
grant of NSO's under the Incentive Plan will not result in the recognition
of any taxable income by the participants. A participant will recognize
income on the date of exercise of a non-qualified stock option equal to the
difference between (i) the fair market value on that date of the non-
qualified stock option shares acquired, and (ii) the exercise price. The
tax basis of these shares for the purpose of a subsequent sale includes the
option price paid and the ordinary income reported on exercise of options.
The income reportable on exercise of the option by an employee is subject
to federal and state income and employment tax withholding.
Generally, the Company will be entitled to a deduction in the amount
reportable as income by the participant on the exercise of a non-qualified
stock option.
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Federal Income Tax Consequences -- Stock Appreciation Rights and
Performance Shares. Stock Appreciation Rights and Performance Share awards
involve the issuance of shares of stock or the payment of cash, without
other payment by the recipient, as additional compensation for services to
the Company. The recipient will recognize taxable income equal to cash
received or the fair market value of the shares on the date of the award,
which becomes the tax basis in a subsequent sale. Generally, the Company
will be entitled to a corresponding deduction in an amount equal to the
income recognized by the recipient.
Federal Income Tax Consequences -- Restricted Stock Grants.
Restricted stock granted under the Incentive Plan ("Restricted Stock
Grants") generally will not be taxed to the recipient, nor deductible by
the Company, at the time of grant. Restricted Stock Grants involve the
issuance of stock to a participant subject to specified restrictions as to
sale or transferability of the stock and are subject to a substantial risk
of forfeiture. On the date the restrictions lapse, and the stock becomes
transferable or not subject to a substantial risk of forfeiture, whichever
is applicable, the recipient recognizes ordinary income equal to the excess
of the fair market value of the stock on that date over the purchase price
paid for the stock, if any. The participant's tax basis for the stock
includes the amount paid for the stock, if any, and the ordinary income
recognized. Generally, the Company will be entitled to a corresponding
deduction in an amount equal to the income recognized by the recipient.
Compensation Deduction Limitation. Under Section 162(m) of the Code
the Company's tax deduction for certain compensation paid to designated
executives is limited to $1 million per year. These executives include the
Chief Executive Officer and the next four highest compensated officers of
the Company. Section 162(m) provides an exception from this deduction
limitation for certain "performance based" compensation approved by a
committee consisting solely of at least two "outside directors". The
Incentive Plan is generally designed to be able to satisfy these statutory
requirements for stock options and SAR's, when the exercise price is not
less than fair market value on the date of grant. The Company intends to
consider the future potential limitation on the deductibility of
compensation under Section 162(m) in connection with grants under the
Incentive Plan.
Vote Required and Board Recommendation. The affirmative vote of
holders of a majority of shares of common stock represented at the meeting
is required to approve the amendment to the Incentive Plan.
The Board of Directors recommends a vote "for" the proposal.
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STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following information lists beneficial ownership of common stock
at March 1, 1997 of (i) each director or nominee; (ii) each executive
officer named in the Summary Compensation Table; and (iii) directors and
executive officers as a group. Except as otherwise noted, each person has
sole voting and investment power as to his shares. The percentage of
outstanding common stock, including options exercisable within 60 days of
March 1, 1997, beneficially owned by directors and executive officers as a
group is 1.3%. The percentage beneficially owned by any director or nominee
individually does not exceed 1%.
Shares Beneficially
Owned (a) (b)
C. Baker Cunningham 194,561
Chairman of the Board, President,
Chief Executive Officer and Director
Richard K. Reece 42,624(c)
Vice President, Finance, Treasurer
and Chief Financial Officer
Peter J. Wickman 37,909(d)
Vice President, Operations
Kevin L. Bloomfield 26,247
Vice President, Secretary and General Counsel
Larry E. Fast 22,198
Vice President and General Manager,
Cord Products of Belden Wire & Cable Company
Lorne D. Bain 3,200
Director
Joseph R. Coppola 2,700
Director
Alan E. Riedel 13,700(e)
Director
Christopher I. Byrnes 700
Director
Bernard G. Rethore 1,000(f)
Director
John R. DallePezze 1,000
Nominee
All Directors and Executive Officers as a Group 344,839
(a) Includes the following shares covered by stock options which are
currently exercisable or exercisable within 60 days of March 1,
1997: Mr. Cunningham, 121,666 shares; Mr. Reece, 35,000 shares; Mr.
Wickman, 30,000 shares; Mr. Bloomfield, 19,333 shares, Mr. Fast,
8,000 shares, Messrs. Coppola and Bain, 2000 shares; and Mr. Riedel,
1,000 shares.
(b) Includes shares held in the Company's savings plan.
(c) Includes 5,000 shares owned jointly by Mr. Reece and his wife.
(d) Includes 1,000 shares owned jointly by Mr. Wickman and his wife.
(e) Includes 1,500 shares held in an Individual Retirement Account.
(f) Held in trust.
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The following table shows certain information regarding those
stockholders known to the Company to beneficially own more than 5% of the
outstanding shares of common stock.
Amount and
Name and Address Nature of Percent
of Beneficial Owner Beneficial Ownership of class
The Prudential Insurance 2,136,010* 8.1%
Company of America
751 Broad Street
Newark, NJ 07102-3777
* Information based on a Schedule 13G, as amended, filed with the
Securities and Exchange Commission by The Prudential Insurance Company
of America ("Prudential"). Prudential has sole voting power and sole
dispositive power over 894,200 shares, and shared voting power and
shared dispositive power over 1,241,810 shares.
In addition, at December 31, 1996, Boatmen's Trust Company, as Trustee
of the Belden Wire & Cable Retirement Savings Plan ("Savings Plan"), held
of record 367,190 shares, 1.4% of common stock. The Savings Plan permits
plan participants to direct the plan Trustee to vote the common stock of
the Company allocated to their accounts. Under the terms of the plan, the
Trustee will vote unallocated and uninstructed shares in proportion to the
shares to which instructions have been received.
BOARD MEETINGS AND COMMITTEES
The Board of Directors met four times during 1996. All directors
attended all of the meetings of the Board and of the Board Committees on
which they served. The Company has two committees of the Board of
Directors, an Audit Committee and a Compensation Committee. It does not
have a nominating committee.
Audit Committee
Members: Mr. Bain, Chairman; Mr. Riedel and Mr. Rethore.
The Committee met four times in 1996. The Audit Committee meets with
financial management and the Company's independent auditors to review
internal accounting controls, the Company's compliance with its conflict of
interest and ethical conduct policies, and accounting, auditing, and
financial reporting matters.
Compensation Committee
Members: Mr. Coppola, Chairman; and Dr. Byrnes.
The Committee met four times in 1996. The Compensation Committee
generally reviews compensation for officers, annual salary and wage
guidelines for employees, and awards under the Company's Incentive Plan.
COMPENSATION OF DIRECTORS
The Company's nonemployee directors each receive an annual retainer of
$20,000 and $1,000 per meeting for special board meetings or committee
meetings not held in conjunction with a regular board meeting. All
nonemployee directors are reimbursed for expenses incurred in connection
with attending board and committee meetings. Mr. Cunningham does not
receive any compensation for serving as a member of the Board.
Also, under the Non-Employee Director Stock Plan, Messrs. Bain,
Riedel, Coppola and Byrnes each automatically received on September 3, 1996
(and will thereafter receive on the day following each annual meeting of
stockholders) 200 treasury shares of the Company.
In addition, under the Incentive Plan, each nonemployee director is
automatically granted, on the day following each annual meeting of
stockholders, an option to purchase 1,000 shares of common stock. The
option exercise price is equal to 100% of the fair market value (as defined
in the Incentive Plan) of the common stock on the date of the option
10 <PAGE>
<PAGE>
grant. The options become exercisable on the first anniversary of the date
of grant and expire five years after the date of grant. The option price
may be paid in cash, shares of common stock or a combination of cash and
shares.
Following the Company's 1996 Annual Meeting, pursuant to the Incentive
Plan, Messrs. Bain, Riedel, Coppola and Byrnes each received an option to
purchase 1,000 shares of common stock at a price of $29.50 per share. The
options will become exercisable on May 10, 1997 and will expire on May 10,
2001.
All options granted to nonemployee directors are nontransferable,
other than by will or the laws of descent and distribution, and each option
is exercisable, during the lifetime of the optionee, only by the optionee.
If a person ceases to be a nonemployee director due to death, disability or
retirement, his or her options generally will be exercisable for a period
of one year (but not later than the expiration date of the option). If a
nonemployee director's service terminates for any other reason, options
that are not then exercisable shall be cancelled and options that are
exercisable may be exercised at any time within 90 days after the date of
such termination (but not later than the expiration date of the options).
The portion of the Incentive Plan applicable to nonemployee directors is
designed to operate automatically and not require administration.
EXECUTIVE COMPENSATION
Report of the Compensation Committee on Executive Compensation
The Compensation Committee, comprised of non-employee directors of the
Company, is responsible for establishing the Company's compensation
philosophy and making all decisions regarding compensation for the Chief
Executive Officer and other named executive officers, including determining
base salary and bonus amounts, approving target financial performance
levels, and granting stock options and other long-term incentives.
Executive Compensation Objectives
The Company's executive compensation plans are designed to attract and
retain key management employees and to motivate these employees to take
actions that continually enhance stockholder value. The Company's
philosophy is to target base salaries, annual incentives, and long-term
incentive opportunities at the 50th percentile of other comparably sized
companies. Periodically, an outside consultant is hired to evaluate the
level of competitiveness of the executive compensation programs relative to
other companies within the electronics and communication equipment
industry. In the past, companies selected for comparison purposes were
those with whom the Company competes for executive talent; because this may
differ from the Company's product competitors, who may be too large to use
for compensation comparison purposes, this comparison group has not been
selected to reflect the companies shown on the proxy performance graph.
Elements of the Executive Compensation Program
In 1996, the total compensation package for the Company's top
executives consisted of the following elements:
* Base salary.
* Annual bonus.
* Stock options.
The Company's incentive programs are key elements of the total
compensation package, designed to reward executives for short- and long-
term enhancements to the value received by stockholders.
11 <PAGE>
<PAGE>
Base Salaries
Base salaries are reviewed each year and adjusted based on Company
performance, individual performance, the executive's level of
responsibility, and position responsibilities. During 1996, salaries paid
to the named executive officers increased 7.1% over those paid in 1995.
Annual Incentives
The annual incentive program provides executives with the opportunity
to earn bonuses when warranted by Company and individual performance.
Awards are based on individual achievements, operational performance, and
Company progress against long-term goals. Goals are established by the
Committee at the beginning of the fiscal year. The Company's overall
financial performance determines the size of the bonus pool to be
distributed to the executives participating in the program.
In 1996, the Company's financial performance exceeded the strong results
recorded in 1995. Net income increased 19.5% on revenues that were up
9.7% over 1995, which included the effects of three acquisitions: American
Electric Cordsets, Pope Cable & Wire B.V. , completed in the first and
second quarters of 1995, respectively, and Intech Cable, Inc. completed in
the fourth quarter of 1996. For the third year in a row, earnings per share
increased 20% over the prior year. The Company's earnings per share
equalled those budgeted at the beginning of the fiscal year. Overall
financial results were achieved in spite of turbulent market conditions
that affected supplies of copper and Teflon, both major raw materials used
in the Company's products. To reflect this strong performance and provide
incentive awards that approximate the market median, bonuses awarded to the
named executives for 1996 performance were 24% higher than those paid for
1995. It is the Committee's intent to maintain median compensation levels
over time if the Company continues to achieve financial and other strategic
accomplishments that benefit stockholders over the long-term.
Long-Term Incentives
The Company also uses stock options to strengthen the relationship
between top management and the shareholders. These stock options provide
the opportunity for the executives to share in any gains created for the
stockholders and act as a tool for retaining key executives. The
Compensation Committee made stock option grants in 1993, following the
Company's initial public offering, and again in 1994. The Committee did
not make any grants to executive officers in 1995. Options were again
granted in 1996 in keeping with the Committee's policy of granting stock
options every two years to members of the management group and encouraging
ongoing ownership of the Company's stock by the executives.
CEO Compensation
In August 1993, the Company entered into an employment agreement with
Mr. Cunningham that provided for a minimum base salary of $400,000 and a
minimum annual bonus of $100,000 during the term of the contract. In
keeping with the Company's philosophy of emphasizing the incentive elements
of the total compensation package, Mr. Cunningham's base salary was
increased in 1996 by 6% to $445,000. Mr. Cunningham's employment agreement
expired in 1996.
Mr. Cunningham participates in the same incentive plans as other named
executive officers. For 1996, he earned a bonus of $270,000, or 61% of
salary, which reflects the excellent performance of the Company, Mr.
Cunningham's role in achieving the strong financial results and the
successful acquisition of Intech Cable, Inc. This bonus was 25% above the
level paid for 1995. Consistent with the Committee's policy to grant stock
options every other year, Mr. Cunningham was awarded an option for 65,000
shares in 1996.
The Company also maintains certain benefit programs in which the named
executive officers participate. The compensation attributed to these
executive officers for 1996 from these programs is detailed in this proxy
statement. Mr. Cunningham's participation in these programs reflects what
the Committee believes is the participation that other executives at his
level in similarly sized organizations would expect.
12 <PAGE>
<PAGE>
During 1993, Congress enacted legislation that could have the effect
of limiting the deductibility of executive compensation paid to each of the
five highest-paid executive officers. This legislation provides that
compensation paid to any one executive in excess of $1 million will not be
deductible unless it is performance-based and paid under a plan that has
been approved by stockholders.
Although the Committee will consider this legislation when reviewing
executive compensation, the Committee intends to use sound business
judgment to determine whether specific compensation programs are
appropriate, even if certain elements may not meet the performance criteria
under the new legislation. However, the Company believes that the
legislation will not presently have a material effect on the Company.
Joseph R Coppola, Chairman
Christopher I. Byrnes
13 <PAGE>
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Securities All
Annual Compensation Underlying Other
Salary(1) Bonus(2) Options(3) Compensation(4)
Name and Principal Position Year ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
C. Baker Cunningham 1996 440,833 270,000 65,000 29,589
Chairman of the Board, President, 1995 416,667 215,000 25,950
and Chief Executive Officer 1994 400,000 160,000 70,000 22,125
Richard K. Reece 1996 222,000 100,000 15,000 13,590
Vice President, Finance, Treasurer 1995 210,000 80,000 12,150
and Chief Financial Officer 1994 201,666 60,000 15,000 17,895
Peter J. Wickman 1996 197,500 100,000 15,000 12,488
Vice President, Operations 1995 171,500 80,000 10,418
1994 155,833 60,000 15,000 8,437
Kevin L. Bloomfield 1996 169,666 80,000 10,000 10,560
Vice President, Secretary 1995 160,500 65,000 9,247
and General Counsel 1994 152,500 45,000 8,000 7,846
Larry E. Fast 1996 152,833 45,000 7,500 8,678
Vice President and General Manager 1995 145,833 40,000 8,362
Cord Products, Belden Wire & Cable 1994 138,783 40,000 7,000 7,160
Company
</TABLE>
(1) The aggregate amount of perquisites and other personal benefits for
any named executive does not exceed $50,000 or 10% of the total
annual salary and bonus for any such named executive and, therefore,
such items have been excluded.
(2) Determined by the Compensation Committee at its first meeting held
after the end of the fiscal year in which the compensation was
earned.
(3) Options granted under the Incentive Plan. The exercise of one-third
of the shares are permitted on the first, second, and third
anniversaries of the grant dates. The exercise price for the 1994
options was $18.31 per share and the exercise price for the 1996
options was $30.75 per share. In each instance, the exercise price
equaled the fair market value (as defined in the Incentive Plan) on
the grant date.
(4) Amounts reflected consist of: (i) contributions and allocations
under savings plans of the Company and (ii) for Mr. Reece, a $7,583
transfer allowance paid by the Company in 1994, incurred in
connection with his move from Houston, Texas to St. Louis, Missouri,
which is consistent with the Company's policy with respect to the
relocation of existing employees.
14 <PAGE>
<PAGE>
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants Potential
Percent of Realizable Values
Total at Assumed
Number of Options Annual Rates
Securities Granted to of Stock Price
underlying Employees Appreciation for
Options in Fiscal Exercise Expiration Option Term(1)
Granted Year Price Date 5%($) 10%($)
(#) ($/Sh)
(a) (b) (2) (c) (d) (3) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C>
C. Baker Cunningham 65,000 19 30.75 02/28/2006 1,257,003 3,185,493
Richard K. Reece 15,000 4 30.75 02/28/2006 290,078 735,114
Peter J. Wickman 15,000 4 30.75 02/28/2006 290,078 735,114
Kevin L. Bloomfield 10,000 3 30.75 02/28/2006 193,385 490,076
Larry E. Fast 7,500 2 30.75 02/28/2006 145,039 367,557
</TABLE>
(1) The Company elected to use "Potential Realizable Values at Assumed
Annual Rates of Stock Price Appreciation for Option Term" (columns (f)
and (g)). The dollar amounts under these columns are the result of
calculations at the 5% and 10% rates set by the Securities and
Exchange Commission and therefore are not intended to forecast
possible future appreciation, if any, of the stock price of the
Company.
(2) Grants of stock options in 1996 awarded under the Incentive Plan.
Exercises of one-third of the shares are permitted on the first,
second, and third anniversaries of the grant date.
(3) The purchase price of common stock subject to an option is the fair
market value of the common stock on the date of grant as defined in
the Incentive Plan.
<TABLE>
<CAPTION>
Aggregated Option Exercises In Last Fiscal Year And FY-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Shares Options Options at
Acquired on Value at December 31, 1996 (#) December 31, 1996 ($)
Exercise Realized(1) Exercisable/ Exercisable/
(#) ($) Unexercisable(2) Unexercisable(3)
___________________ _________ ___________ _____________ _____________
<S> <C> <C> <C> <C>
C. Baker Cunningham 76,667/88,333 1,535,596/842,344
Richard K. Reece 25,000/20,000 518,775/187,200
Peter J. Wickman 5,000 110,625 20,000/20,000 408,150/187,200
Kevin L. Bloomfield 13,333/12,667 276,674/112,346
Larry E. Fast 10,000/9,834 205,241/90,479
</TABLE>
(1) Represents the difference between the option price ($14.875) and the
fair market value of the stock on the exercise date, ($36.00) per
share
(2) Each of the executive officers has received three option grants under
the Incentive Plan: on October 6, 1993 at an exercise price of $14.87
per share, on February 28, 1994 at an exercise price of $18.31 per
share and on February 28, 1996 at an exercise price of $30.75 per
share. For each grant, the exercise price was the fair market value of
the common stock (as defined in the Incentive Plan) on the date of
grant. Options become exercisable as to one-third of such options on
each of the first three anniversaries of the date of grant and will
expire five years after the date of grant for the 1993 and 1994 grants
and ten years after the date of grant for the 1996 grant.
(3) "Value" represents the difference between the closing price of the
common stock on the New York Stock Exchange on December 31, 1996 and
the exercise price of such options.
15 <PAGE>
<PAGE>
Certain Change in Control Arrangements
The Company maintains a "grantor trust" under Section 671 of the Code
to provide certain participants in designated compensation and supplemental
retirement plans with greater assurance that the benefits and payments to
which those participants are entitled under those plans will be paid.
Prior to a "change of control" of the Company (as defined in the Trust
agreement), the Company has the discretion to make contributions to the
Trust. After a change in control of the Company, the Company must transfer
to the Trust the amount of the benefits participants have earned through
the date of the change in control and thereafter continue to fund the Trust
as benefits accrue. At December 31, 1996, the balance in the Trust
totalled $500. The assets of the Trust are subject to claims of the
creditors of the Company in the event the Company becomes "insolvent" as
defined in the Trust agreement.
The Company has severance compensation agreements with the executives
named in the Summary Compensation Table that become operative if they are
terminated following a change in control (as defined in the agreement). In
the event of a change in control of the Company, the officer agrees to
remain in the employ of the Company for at least three years. Each
agreement contemplates that upon a change in control, the officer will
continue to receive substantially the same compensation and benefits from
the Company (or its successor) that he received before the change. If
during the three-year period following a change in control, the officer's
employment is terminated by the Company (or its successor) other than for
"cause" or "disability" or if the officer terminates the agreement for
"good reason" (as defined in the agreement), the officer generally will be
entitled to a payment of 2 times (2.99 times for Mr. Cunningham) his annual
compensation from the Company, accrued benefits through the date of
termination, and continued life, medical and dental benefits for two years.
See "2--Proposal to Amend the Belden Inc. Long-Term Incentive Plan"
for a description of certain change in control provisions applicable to
outstanding awards under the Incentive Plan.
Pension Plans
The executives named in the Summary Compensation Table may upon
retirement be entitled to benefits from the Salaried Employees' Retirement
Plan of Belden Wire & Cable Company (the "Belden Retirement Plan") and the
Supplemental Excess Defined Benefit Plan of Belden Wire & Cable Company
(the "Supplemental Plan"). Benefits under the plans upon retirement are
determined based upon compensation during the employment period and years
of service.
Pursuant to the Belden Retirement Plan, the Company credits to each
individual's account thereunder 4% of each year's total compensation up to
the Social Security wage base for the year, plus 8% of each year's total
compensation that exceeds the Social Security wage base. For this purpose,
total compensation is cash remuneration paid by the Company to or for the
benefit of a participant in the Belden Retirement Plan for services
rendered while an employee.
For the executives named in the Summary Compensation Table, the total
compensation will be computed as shown in the columns "Salary" and "Bonus"
of the Summary Compensation Table. Employees who were formerly employees of
Cooper were credited for service while employed by Cooper. Benefits for
service through August 1, 1993 were determined under the Cooper Salaried
Employees' Retirement Plan then in effect and converted to initial balances
under the Belden Retirement Plan. Funds equal to the actuarial value of the
accrued liabilities for all participants plus a pro rata portion of the
Cooper plan excess assets have been transferred from the Cooper pension
trust to a trust established by Belden for the Belden Retirement Plan.
Employees do not make any contributions to the Belden Retirement Plan.
Benefits at retirement are payable, as the participant elects, in the form
of an escalating annuity, a level annuity with or without survivorship, or
a lump-sum payment. The Company contributes to a trust fund sufficient to
meet the minimum requirements under the Code to maintain the status of the
Belden Retirement Plan as a qualified defined benefit plan.
16 <PAGE>
<PAGE>
The Supplemental Plan is an unfunded, nonqualified plan which provides
to certain employees, including those named in the Summary Compensation
Table, Belden Retirement Plan benefits that cannot be paid from a
qualified, defined benefit plan due to provisions of the Code.
Pension Benefits
<TABLE>
<CAPTION>
Years of Estimated
Credited Year Annual
Service as of Individual Benefit at
December 31, 1996 Reaches Age 65 Age 65
<S> <C> <C> <C>
C. Baker Cunningham 26.5 2006 249,855
Richard K. Reece 3.4 2021 139,146
Peter J. Wickman 16.0 2014 91,862
Kevin L. Bloomfield 15.5 2016 94,308
Larry E. Fast 24.3 2012 78,660
</TABLE>
For each individual shown in the Summary Compensation Table, the table
above shows current credited years of service, the year each attains age
65, and the projected annual pension benefit at age 65. The projected
annual pension benefit is based on the following assumptions: benefits will
be paid on a straight-life annuity basis, continued compensation at 1996
levels and an interest credit rate of 5%. Amounts payable under the
Supplemental Plan are included in the estimated annual benefit.
17 <PAGE>
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The table [graph] below compares cumulative total stockholder return (assuming
reinvestment of dividends) since the first day the common stock began
trading with the cumulative total stockholder return of the Standard &
Poor's 500 Stock Index and the Standard & Poor's Electrical Equipment Index
starting on September 29, 1993, at closing prices.
[The line graph mentioned above was replaced with the table shown below for
Edgar filing purposes]
<TABLE>
<CAPTION>
Total Return to Stockholders*
September 29, 1993 December 31, 1993 December 31, 1994 December 31, 1995 December 31, 1996
<S> <C> <C> <C> <C> <C>
Belden 100.00 130.72 156.61 182.11 261.05
S&P Electical Equipment Index 100.00 107.49 108.75 152.60 209.58
S&P 500 Index 100.00 102.32 103.67 142.63 175.38
* The Company did not pay any dividends in 1993.
</TABLE>
RELATIONSHIP WITH INDEPENDENT AUDITORS
During the year ended December 31, 1996, the Company employed Ernst &
Young LLP principally to perform the annual audit and to render other
services. Mr. Reece was a partner with Ernst & Young LLP prior to his
joining the Company in August 1993.
Representatives of Ernst & Young LLP will be present at the Annual
Meeting and will be available to answer questions and discuss matters
pertaining to the Report of Independent Auditors contained in the 1996
Annual Report to Shareholders which is being mailed with this Proxy
Statement to all shareholders. Representatives of Ernst & Young LLP will
have the opportunity to make a statement, if they desire to do so.
OTHER MATTERS
At the date of this Proxy Statement, management is not aware of any
matters to be presented for action at this meeting other than those
described above. However, if other matters should come before this meeting,
it is the intention of the persons named as proxies in the accompanying
proxy to vote in accordance with their judgment on such matters.
Mr. Riedel, a director, is "Of Counsel" to the law firm, Squire, Sanders &
Dempsey. The firm represents the Company in certain legal matters.
18 <PAGE>
<PAGE>
Stockholder Proposals
Stockholders' proposals intended to be presented at the 1998 Annual
Meeting that are eligible for inclusion in the Company's Proxy Statement
and the form of proxy for the meeting under applicable rules of the
Securities and Exchange Commission must be received by the Company at its
principal executive offices (Attention: Secretary) on or before November
30, 1997.
Such proposals may be made only by persons who are stockholders,
beneficially or of record, on the date the proposal is submitted and who
continue in such capacity through the meeting date, of at least 1% or
$1,000 in market value of securities entitled to be voted at the meeting,
and have held such securities for at least one year.
In addition to the above requirements, the Company's Bylaws provide
that for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given notice thereof in writing to
the Secretary of the Company either by personal delivery or by United
States registered or certified mail, postage prepaid, not less than 60 nor
more than 90 days prior to the date of such meeting. Such stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the meeting, including the complete
text of any resolutions to be presented at the meeting, with respect to
such business, and the reasons for conducting such business at the meeting,
(ii) the name and address of record of the stockholder proposing such
business, (iii) the class and number of shares of capital stock of the
Company that are beneficially owned by the stockholder and (iv) any
material interest of the stockholder in such business. If a stockholder
attempts to bring business before an annual meeting without complying with
this procedure, the chairman of the meeting may declare to the meeting that
the business was not properly brought before the meeting and, if he shall
so declare, such business shall not be transacted. Stockholders also must
comply with all applicable requirements of the Securities Exchange Act of
1934, as amended (the "Act") and the rules and regulations under the Act
with respect to such matters.
Stockholder Nominees
The Company's Bylaws provide that, subject to certain limitations
discussed below, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as
directors at the meeting. The stockholder must provide written notice of
his intent to make such nomination or nominations, either by personal
delivery or by United States registered or certified mail, postage prepaid,
to the Secretary of the Company not less than sixty nor more than ninety
days prior to a meeting of the stockholders called for the election of
directors; provided, however, that in the event that less than seventy
days' notice of the date of the meeting is given to stockholders, such
written notice shall be delivered or mailed, as prescribed, not later than
the close of business on the tenth day following the day on which notice of
the date of the meeting was mailed to stockholders or public disclosure of
the date of the meeting was made, whichever occurs first.
Each notice shall set forth (i) the name and address of the
stockholder who intends to make the nomination and of the person or persons
to be nominated, (ii) a representation that the stockholder is a holder of
record of shares of capital stock of the Company entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, (iii) a description
of all arrangements, understandings or relationships between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder and (iv) such other information regarding each
nominee proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated, or intended to be
nominated, by the Board of Directors, and shall include a consent signed by
each such nominee to serve as a director of the Company if so elected. The
chairman of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with these procedures.
19 <PAGE>
<PAGE>
Solicitation of Proxies
Proxies may be solicited by the directors, officers and employees of
the Company without additional compensation, by personal interview,
telephone, facsimile, mail or messenger. The Company will reimburse the
reasonable out-of-pocket expenses incurred by brokerage firms and other
custodians, nominees and fiduciaries who hold common stock of record for
the forwarding of solicitation materials to the beneficial owners of the
common stock. In addition, Georgeson & Company, Inc. has been engaged to
solicit proxies at a fee of $5,500 plus out-of-pocket expenses. The Company
will bear such solicitation expenses.
Voting Procedures
Vote Required: Delaware law requires for approval of each proposal
the affirmative vote of holders of a majority of shares of common stock
represented at the meeting. Votes cast by proxy or in person at the
meeting will be tabulated by the Inspector of Elections.
Effect of an Abstention and Broker Non-Votes: A shareholder who
withholds from voting on proposal one or who abstains from voting on
proposal two will be included in the number of shareholders present at the
meeting for the purpose of determining the presence of a quorum.
Abstentions (including votes withheld) will be treated as votes cast
against the proposal because they are deemed shares present and entitled to
vote at the meeting. Under the rules of the New York Stock Exchange,
brokers holding stock for the accounts of their clients who have not been
given specific voting instructions as to either proposal by their clients
may vote their clients' proxies in their own discretion for such proposal.
Should a matter arise for which brokers do not have discretion and have not
been given specific voting instructions, such broker non-votes will not,
under applicable Delaware law, be considered as shares entitled to vote on
such matter and will not have any effect on the outcome of such matter.
A copy of the 1996 Annual Report on Form 10-K for the year ended
December 1996, filed with the Securities and Exchange Commission, is
available upon request. Please write to:
Belden Inc.
Attention: Investor Relations
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
20 <PAGE>
<PAGE>
PROXY
BELDEN INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Belden Inc. appoints C. Baker
Cunningham and Kevin Bloomfield, or either of them, proxies of the
undersigned with power of substitution to vote, as designated on the
reverse side of this card, all shares which the undersigned would be
entitled to vote at the Annual Meeting of Stockholders to be held on May 1,
1997, at 11:00 a.m., C.D.T., in the Lewis & Clark Room, the St. Louis Club,
7701 Forsyth Blvd.,St. Louis, Missouri, or at any adjournment thereof, with
all powers the stockholder would possess if present, on the matters
described in the Proxy Statement dated March 26, 1997. The stockholder
revokes any proxies previously given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS
(JOSEPH R. COPPOLA, CHRISTOPHER I. BYRNES AND JOHN R. DALLEPEZZE) AND
PROPOSAL 2, AND IN THE DISCRETION OF THE PROXIES ON THE OTHER MATTERS AS
MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Receipt is hereby acknowledged of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated March 26, 1997, and the Annual
Report of Belden Inc. for the fiscal year ended December 31, 1996.
This card also constitutes voting instructions for any shares held for
the stockholder in the Belden Wire & Cable Retirement Savings Plan.
SEE REVERSE
SIDE <PAGE>
<PAGE>
[X] Please mark your votes as in this example.
The Board of Directors recommends a vote FOR the nominees listed and FOR Item 2.
<TABLE>
<C> <C>
1. Election of 2. Approval of the Amendment to the Belden Inc. Long-Term
Directors Nominees. Incentive Plan ("Plan") increasing the reserve of shares under
the Plan by 1,300,000 shares.
FOR WITHHELD
Joseph R. Coppola FOR AGAINST ABSTAIN
Christopher I. Byrnes [ ] [ ]
John R. DallePezze [ ] [ ] [ ]
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To withhold your vote for any nominee(s), write
the name here:
__________________________________________________
[number of I plan to attend the meeting. [ ]
shares]
Please sign exactly as name appears hereon.
[Name and address Joint owners should each sign. When signing
of as attorney, executor, administrator,
Stockholder] trustee or guardian, please give full title
as such
_________________________________________
_______________________________________1997
SIGNATURE(S) DATE <PAGE>
