<PAGE>
March 26, 1998
Dear Shareholder:
The Board of Directors cordially invites you to attend the annual meeting
of shareholders of Belden Inc. at the St. Louis Club (16 Floor), Pierre
Laclede Center, 7701 Forsyth Boulevard, St. Louis, Missouri, to be held on
Thursday, May 7, 1998, at 11:00 a.m. C.D.T.
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.
Thank you for your continued support.
Sincerely,
/s/ C. Baker Cunningham
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer<PAGE>
<PAGE>
BELDEN INC.
Notice of Annual Meeting of Shareholders
To Be Held Thursday, May 7, 1998
To the Shareholders of Belden Inc.:
Belden Inc. will hold its 1998 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 7, 1998, at
11:00 a.m. C.D.T. to vote upon:
The election of three directors, each for a three year term; and
Other business that may properly come before the meeting.
Shareholders of record at the close of business on March 17, 1998 will be
entitled to vote at the meeting.
Whether or not you expect to attend the Belden Annual Meeting, please
complete, sign and date the enclosed proxy card and return it in the
accompanying postage-paid envelope. The proxy may be revoked at any time
prior to the vote at the meeting by following the procedures noted in the
attached Proxy Statement.
By order of the Board of Directors,
/s/ Kevin Bloomfield
Kevin Bloomfield
Vice President, Secretary
and General Counsel
St. Louis, Missouri
March 26, 1998
<PAGE>
<PAGE>
BELDEN INC.
March 26, 1998
PROXY STATEMENT
Annual Meeting of Shareholders
To be held May 7, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Belden Inc. for the 1998
Annual Meeting of Shareholders. Distribution of this Proxy Statement and a
proxy form is scheduled to begin on March 26, 1998.
Only record holders of the common stock, $.01 par value, of the Company at
the close of business on March 17, 1998 (the "Record Date") will be
entitled to vote at the meeting. At March 16, 1998, 26,163,934 shares of
common stock were outstanding and entitled to vote. Each share of common
stock has one vote. For the proposal 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
shareholder 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
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 shareholders. There
are three Class I directors whose term will expire at the 2000 annual
meeting, one Class III director whose term will expire at the 1999 annual
meeting and three Class II directors whose term will expire at this annual
meeting. At this meeting, three Class II directors will be elected for a
term expiring at the 2001 annual meeting. Alan Riedel, Lorne Bain and
Bernard Rethore are the Board of Directors' nominees as Class II directors
for election at this meeting. Each is a current Class II director.
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 II Directors
ALAN E. RIEDEL (PHOTO)
Chairman
Gardner Denver, Inc.
Member -- Audit Committee
Director since 1993 Age 67
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. In
1994, received an Honorary Doctor of Laws from Ohio University. Since April
1994, has been of counsel to the law firm of Squire, Sanders & Dempsey and
has been Director and Chairman of Gardner Denver, Inc., a manufacturer of
air compressor products and pumps. Had been Vice Chairman of Cooper
Industries, Inc. ( Cooper ), a manufacturer of electrical equipment, tools
and hardware, and automotive parts, from April 1992 until April 1994, when
he retired. From 1973 to 1992, was Senior Vice President, Administration of
Cooper.
Director, Standard Products Company, and Arkwright Mutual Insurance
Company.
2<PAGE>
<PAGE>
LORNE D. BAIN (PHOTO)
Managing Director
Bellmeade Capital Partners, L.L.C.
Member -- Audit Committee
Director since 1993 Age 56
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. , a merchant banking firm. From
1991 to 1996, had been Chairman and Chief Executive Officer of Sanifill,
Inc., an environmental services company.
BERNARD G. RETHORE (PHOTO)
Chairman and Chief Executive Officer
Flowserve Corporation
Chairman -- Audit Committee
Director since February 1997 Age 56
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, had been Director, President and Chief Executive Officer of
BW/IP, Inc., a supplier of advanced-technology fluid transfer and control
equipment, systems and services and was also elected its Chairman in
February 1997. In July 1997, became Chairman and Chief Executive Officer
of Flowserve Corporation ( Flowserve ). Flowserve, formed by the merger of
BW/IP Inc. and Durco International, Inc., produces highly engineered pumps,
precision seals, valves and valve actuators, and flow management services.
From 1989 to 1995, was Senior Vice President of Phelps Dodge Corporation
and President of Phelps Dodge Industries.
Director, Maytag Corporation.
Class I Directors: Term Expiring in 2000
JOSEPH R. COPPOLA (PHOTO)
Chairman -- Compensation Committee
Director since 1993 Age 67
Received a B.S. degree in mechanical engineering from the University of
Massachusetts. Had been Chairman and Chief Executive Officer of Giddings &
Lewis, Inc., a manufacturer of machine tools and assembly systems, from
July 1, 1993, and a director of the company, from July 1989 until April
1997, when he retired. From 1985 to 1993, was Senior Vice President,
Manufacturing Services of Cooper.
Director, Coltec Industries Inc., National Exchange Bank.
3<PAGE>
<PAGE>
CHRISTOPHER I. BYRNES (PHOTO)
Dean, School of Engineering and Applied Science
Washington University
Member -- Compensation Committee
Director since 1995 Age 48
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 (PHOTO)
Chairman of the Board, President and Chief Executive Officer
Holophane Corporation
Member Compensation Committee
Director since May 1997 Age 54
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.
Class III Director: Term Expiring in 1999
C. BAKER CUNNINGHAM (PHOTO)
Chairman of the Board, President and
Chief Executive Officer (PHOTO)
Belden Inc.
Director since 1993 Age 56
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.
4<PAGE>
<PAGE>
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.
Voting Procedures
Vote Required: Delaware law requires for approval of the 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 the proposal 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 the 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.
The Board of Directors recommends a vote "for" the election of each nominee
to the Board of Directors.
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following information lists beneficial ownership of common stock at
March 10, 1998 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 10,
1998, beneficially owned by directors and executive officers as a group is
1.5%. The percentage beneficially owned by any director or nominee
individually does not exceed 1%.
Shares Beneficially
Owned (a) (b)
C. Baker Cunningham 217,626
Chairman of the Board, President,
Chief Executive Officer and Director
Richard K. Reece 54,362 (c)
Vice President, Finance, Treasurer and
Chief Financial Officer
Peter J. Wickman 47,546 (d)
Vice President, Operations
Kevin L. Bloomfield 31,707
Vice President, Secretary and General Counsel
Cathy O. Staples 12,672
Vice President, Human Resources
Lorne D. Bain 4,400
Director
Joseph R. Coppola 3,900
Director
Alan E. Riedel 14,900(e)
Director
Christopher I. Byrnes 1,900
Director
5 <PAGE>
<PAGE>
Shares Beneficially
Owned (a) (b)
Bernard G. Rethore 2,200(f)
Director
John R. DallePezze 3,200
Director
All Directors and Executive Officers as a Group 394,413
(a) Includes the following shares covered by stock options which are
currently exercisable or exercisable within 60 days of March 10,
1998: Mr. Cunningham, 131,333 shares; Mr. Reece, 42,233 shares; Mr.
Wickman, 37,333 shares; Mr. Bloomfield, 21,667 shares; Ms. Staples,
4,834 shares; Messrs. Coppola and Bain, 3,000 shares; Mr. Riedel,
2,000 shares, and Messrs. Byrnes, Rethore and DallePezze, 1,000
shares.
(b) Includes shares held in the Company's savings plan.
(c) Includes 10,876 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) Includes 1,200 shares held in trust.
The following table shows certain information regarding those
shareholders known to the Company to beneficially own more than 5% of the
outstanding shares of common stock.
<TABLE>
<CAPTION>
Amount and
Name and Address Nature of Percent
of Beneficial Owner Beneficial Ownership of class
<S> <C> <C>
The Prudential Insurance 1,943,800* 7.43%
Company of America
751 Broad Street
Newark, NJ 07102-3777
Brown Capital Management 1,477,925** 5.64%
809 Cathedral Street
Baltimore, MD 21201
Princeton Services, Inc. 1,500,000*** 5.7%
800 Scudders Mill Road
Plainsboro, NJ 08536
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, NJ 08536
Mill Lynch Capital Fund, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
</TABLE>
* Information based on a Schedule 13G, Amendment Number 5, 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 949,500 shares, and shared voting
power and shared dispositive power over 994,300 shares.
** Information based on a Schedule 13G filed with the SEC by Brown
Capital Management ( Brown ). Brown has sole voting power over
619,860 shares, shared voting power over 107,800 shares, sole
dispositive power over 1,477,925 shares and no shared dispositive
power.
*** This group of beneficial owners are collectively referred to as
Princeton/Merrill . Information based on a Schedule 13G filed with
the SEC by Princeton/Merrill. Princeton/Merrill has shared voting
power over 500,000 shares and shared disposition power over 500,000
shares.
6<PAGE>
<PAGE>
In addition, at December 31, 1997, Bankers Trust Company, as Trustee of
the Belden Wire & Cable Retirement Savings Plan ("Savings Plan"), held of
record 432,874 shares, 1.6% 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 1997. All directors attended
75% or more 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. Rethore, Chairman; Mr. Riedel and Mr. Bain.
The Committee met four times in 1997. 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; Dr. Byrnes; and Mr. DallePezze.
The Committee met two times in 1997. 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, Byrnes, Rethore, and DallePezze each automatically receive on the
day following each annual meeting of shareholders 200 treasury shares of
the Company s common stock.
In addition, 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.
Following the Company's 1997 annual meeting, pursuant to the Incentive
Plan, Messrs. Bain, Riedel, Coppola, Rethore, DallePezze and Byrnes each
received an option to purchase 1,000 shares of common stock at a price of
$31.50 per share. The options will become exercisable on May 2, 1998 and
will expire on May 2, 2002.
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.
7<PAGE>
<PAGE>
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. The
Committee also reviews guidelines for compensation, bonus, and stock option
grants for other employees.
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 enhance shareholder value and attain Company goals. The
officers of the Company are paid salaries in line with their
responsibilities. The Company's philosophy is to target total direct
compensation at the 50th percentile of other comparably sized companies.
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, many of which may be too large to use for
compensation comparison purposes. Because this group may differ from the
Company's product competitors, this comparison group has not been selected
to reflect the companies shown on the proxy performance graph.
Elements of the Executive Compensation Program
In 1997, 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 shareholders.
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 1997, salaries paid
to the named executive officers increased 8.2% over those paid in 1996.
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 towards 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.
8<PAGE>
<PAGE>
In 1997, the Company posted its fourth consecutive year of revenue and
earnings growth since becoming an independent company in 1993. Net income
increased 9.8% on revenues that were up 12% over 1996. Diluted earnings
per share increased 9% compared to last year. The Company improved its
operating position by completing the closure of the Apple Creek, Ohio plant
and reducing employment in its Dutch operation. Revenues benefited from
the recent acquisitions of Intech Cable Inc. and Alpha Wire Company.
Overall, financial results were achieved in spite of mixed market
conditions in the industries the Company serves, but the rate of increase
in results slowed compared to that of the last few years. To reflect this
performance and provide incentive awards that approximate the market
median, bonuses awarded to the named executives for 1997 performance were
7.4% less than those paid in 1996. 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
shareholders over the long-term.
Long-Term lncentives
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
shareholders and act as a tool for retaining key executives. The policy of
the Compensation Committee is to grant stock options every two years to
members of the management group to encourage ownership of the Company's
stock and to more closely align the executive's interest with the interest
of other shareholders. Pursuant to this policy, options were granted to
officers in 1996 and will be granted again in 1998. However, in 1997,
Messrs. Reece and Wickman each received an option to purchase 10,000 shares
of the Company's common stock in recognition of their contribution to the
Company's strong performance in 1996.
CEO Compensation
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 1997 by 5.6% to $470,000. Mr. Cunningham participates in
the same incentive plans as the other named executive officers. For 1997,
he earned a bonus of $240,000 or 51% of salary, which reflects the solid
performance of the Company, Mr. Cunningham's role in achieving the strong
financial results, and the successful acquisition of Cowen Cable. This
bonus was 11.1% below the level paid in 1996 because of the slower rate of
earnings growth achieved in 1997. Consistent with the Committee's general
policy to grant stock options every other year, Mr. Cunningham was not
awarded stock options in 1997.
The Company also maintains certain benefit programs in which the named
executive officers participate. The compensation attributed to these
executive officers for 1997 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.
Section 162(m) of the Internal Revenue Code imposes a limitation on
the deductibility of nonperformance-based compensation in excess of $1
million paid to the executive officers. Although the Committee considers
this provision when reviewing executive compensation, the Committee uses
sound business judgment to determine whether specific compensation programs
are appropriate, even if certain elements may not meet the performance
criteria under the tax code provision. However, the Committee currently
believes that the Company should be able to continue to manage its
executive compensation program so as to preserve the related federal income
tax deductions.
Joseph R. Coppola, Chairman
Christopher I. Byrnes
John R. DallePezze
9<PAGE>
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Securities All
Annual Compensation Underlying Other
Salary(1) Bonus(2) Options(3) Compensation(4)
Name and Principal Position Year ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
C. Baker Cunningham 1997 467,833 240,000 33,275
Chairman of the Board, President, 1996 440,833 270,000 65,000 29,589
and Chief Executive Officer 1995 416,667 215,000 25,950
Richard K. Reece 1997 231,750 90,000 10,000 14,929
Vice President, Finance, Treasurer 1996 222,000 100,000 15,000 13,590
and Chief Financial officer 1995 210,000 80,000 12,150
Peter J. Wickman 1997 220,000 90,000 10,000 14,400
Vice President, Operations 1996 197,500 100,000 15,000 12,488
1995 171,500 80,000 10,418
Kevin L. Bloomfield 1997 179,000 72,000 11,655
Vice President, Secretary 1996 169,666 80,000 10,000 10,560
and General Counsel 1995 160,500 65,000 9,247
Cathy O. Staples 1997 141,167 50,000 7,928
Vice President, 1996 115,767 35,000 5,000 6,559
Human Resources 1995 106,033 30,000 5,659
</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 1996 options was $30.75 per share and the
exercise price for the 1997 options was $35.18. In each
instance, the exercise price equaled the fair market value
(as defined in the Incentive Plan) on the grant date.
(4) Amounts reflected consist of contributions and allocations
under savings plans of the Company.
10<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants Potential
Percent of Realizable Values
Total at Assumed
Number of Options Annual Rates
Securities Granted to of Stock Price
underlying Employees Appreciation for
Options in Fiscal Exercise Expiration Option Term(1)
Granted (#) Year Price ($/Sh) Date 5%($) 10%($)
(a) (b) (2) (c) (d) (3) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C>
C. Baker Cunningham
Richard K. Reece 10,000 15 35.1875 02/28/2007 97,217 214,823
Peter J. Wickman 10,000 15 35.1875 02/28/2007 97,217 214,823
Kevin L. Bloomfield
Cathy O. Staples
</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 1997 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.
Aggregated Option Exercises In Last Fiscal Year And FY-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Shares Options Options at
Acquired on Value at December 31, 1997 (#) December 31, 1997 ($)
Exercise Realized(1) Exercisable/ Exercisable/
(#) ($) Unexercisable(2) Unexercisable(3)
___________________ _________ ___________ _____________ _____________
<S> <C> <C> <C> <C>
C. Baker Cunningham 12,000 235,500 109,666/43,334 1,650,047/195,003
Richard K. Reece 1,100 21,313 33,900/20,000 559,813/45,625
Peter J. Wickman 1,000 20,438 29,000/20,000 459,975/45,625
Kevin L. Bloomfield 1,000 20,000 18,333/6,667 293,144/30,002
Cathy O. Staples 5,500 121,971 3,166/3,334 32,907/15,003
</TABLE>
(1) Represents the difference between the option price ($14.875) and the
fair market value of the stock on the exercise date.
(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. Messrs. Reece and Wickman each received an additional option
to purchase 10,000 shares on February 26, 1997 at an option price of
$35.1875. 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 and
1997 grants.
(3) "Value" represents the difference between the closing price of the
common stock on the New York Stock Exchange on December 31, 1997 and
the exercise price of such options.
11<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, 1997, 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.
The Incentive Plan provides for the acceleration of certain benefits
in the event of a change of control (as defined in the plan) of the
Company. 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 be come exerciseable in full,
restrictions on restricted stock shall lapse and all performance shares
shall be deemed to be earned in full.
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.
12<PAGE>
<PAGE>
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 Internal Revenue Code to maintain
the status of the Belden Retirement Plan as a qualified defined benefit
plan.
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, 1997 Reaches Age 65 Age 65
<S> <C> <C> <C>
C. Baker Cunningham 27.5 2006 255,270
Richard K. Reece 4.4 2021 148,749
Peter J. Wickman 17.0 2014 103,316
Kevin L. Bloomfield 16.5 2016 101,033
Cathy O. Staples 17.8 2015 57,308
</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 1997
levels and an interest credit rate of 5%. Amounts payable under the
Supplemental Plan are included in the estimated annual benefit.
13<PAGE>
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The table [graph] below compares cumulative total shareholder return
(assuming reinvestment of dividends) since the first day the common stock
began trading with the cumulative total shareholder 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 Shareholders*
September 29 December 31 December 31 December 31 December 31 December 31
1993 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Belden 100.00 130.72 156.61 183.51 263.86 252.98
S & P Electrical
Equipment Index 100.00 102.32 103.67 142.63 175.38 233.88
S & P 500 Index 100.00 107.49 108.75 152.6 209.58 295.36
</TABLE>
* The Company did not pay any dividend in 1993
RELATIONSHIP WITH INDEPENDENT AUDITORS
During the year ended December 31, 1997, 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 1997
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.
14<PAGE>
<PAGE>
Shareholder Proposals
Shareholders' proposals intended to be presented at the 1999 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) by November 25, 1998.
Such proposals may be made only by persons who are shareholders,
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
shareholder, the shareholder 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 shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
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 shareholder proposing such
business, (iii) the class and number of shares of capital stock of the
Company that are beneficially owned by the shareholder and (iv) any
material interest of the shareholder in such business. If a shareholder
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. Shareholders 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.
Shareholder Nominees
The Company's Bylaws provide that, subject to certain limitations
discussed below, any shareholder entitled to vote in the election of
directors generally may nominate one or more persons for election as
directors at the meeting. The shareholder 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 shareholders 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 shareholders, 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 shareholders 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 shareholder
who intends to make the nomination and of the person or persons to be
nominated, (ii) a representation that the shareholder 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 shareholder 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 shareholder and (iv) such other information regarding each nominee
proposed by such shareholder 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.
15<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.
A copy of the 1997 Annual Report on Form 10-K for the year ended
December 1997, 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
16<PAGE>
<PAGE>
PROXY
BELDEN INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1998
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 7, 1998, at 11:00 a.m., Win
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, 1998. 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
(ALAN E. RIEDEL, LORNE D. BAIN, AND BERNARD G. RETHORE) 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, 1998, and the Annual
Report of Belden Inc. for the fiscal year ended December 31, 1997.
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.
1. Election of Directors
Nominees:
Alan E. Riedel FOR WITHHELD [number of shares]
Lorne D. Bain
Bernard G. Rethore [ ] [ ] __________________
To withhold your vote for any nominee(s), write the name here:
______________________________________________
I plan to attend the meeting. Yes No
[ ] [ ]
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such.
SIGNATURE__________________SIGNATURE______________________DATE___________,1998
TO PARTICIPANTS IN THE BELDEN WIRE & CABLE COMPANY
RETIREMENT SAVINGS PLAN
Enclosed with this proxy are a Proxy Statement and the 1997 Belden Inc.
Annual Report. This proxy card includes the number of shares credited to
your account by Bankers Trust Company, as trustee for the Belden Wire &
Cable Company Retirement Savings Plan ("Plan")). When your proxy card is
returned properly signed, it will serve as direction to the trustee to vote
the shares held in the Plan for your account in accordance with your
directions. Please complete your proxy card and mail it in the enclosed
envelope.
Your properly signed proxy card also will serve as direction to the
trustee to vote the uninstructed shares credited to other participants'
accounts in the same proportion as those who vote. If you return a proxy
card properly signed, but do not indicate your voting preferences, the
shares represented by your proxy card will be vote FOR the proposal.
If you do not return your proxy card, or if you fail to return a proxy
card properly signed, the trustee will vote your shares of Belden Common
Stock pursuant to instructions received from other participants. The
subject o the proposal to be voted on is shown on the proxy card and more
fully explained in the Proxy Statement. The Board of Directors recommends
that you instruct the trustee to vote FOR the proposal.<PAGE>
