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 approprate 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 ss. 240.14a-11(c) or ss. 240.14a-12
Bridgeport Machines, Inc.
(Name of Registrant as Specified in its Charter)
------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(3)and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
BRIDGEPORT MACHINES, INC. 500 Lindley Street
Bridgeport, CT 06606
July 31, 1996
To Our Stockholders:
On behalf of the Board of Directors, we cordially invite you to attend
the 1996 Annual Meeting of Bridgeport Machines' stockholders. The Annual Meeting
will be held at 10:30 a.m. on September 5, 1996 at Brooklawn Country Club, 500
Algonquin Road, Fairfield, CT. The formal notice of the Annual Meeting is set
forth on the next page.
The matters expected to be acted upon at the meeting are described in
the attached Proxy Statement. In addition, we will respond to your questions and
comments.
It is important that your views be represented whether or not you are
able to attend the Annual Meeting. Please sign and date the enclosed proxy card
and promptly return it to us in the postage paid envelope. For your information,
a report on the 1996 Annual Meeting will be included in the second quarter
report to stockholders which will be mailed in early November.
To assist us in our preparation for the meeting, we would appreciate
having you complete the proxy card and indicate your intentions for attending
the meeting.
We hope each of you will vote your shares either in person or by proxy,
and we urge you to return the proxy card at your earliest convenience.
Should you require directions to Brooklawn Country Club or need further
information about the meeting, you may call our Corporate Administration
Department at (203) 337-8598.
Sincerely,
/s/ Joseph E. Clancy
JOSEPH E. CLANCY
Chairman of the Board of Directors
<PAGE>
BRIDGEPORT MACHINES, INC. 500 Lindley Street
Bridgeport, CT 06606
July 31, 1996
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Bridgeport Machines, Inc.:
Notice is hereby given that the annual meeting of stockholders of
Bridgeport Machines, Inc. will be held at 10:30 a.m. on September 5, 1996 at
Brooklawn Country Club, 500 Algonquin Road, Fairfield, CT for the purpose of
considering and voting upon the following matters:
1. Election of two directors to serve for a term of three years and until
their respective successors are elected and qualified.
2. Ratification of the selection of Arthur Andersen LLP as independent public
accountants for the year ending March 29, 1997.
3. Such other business as may properly be brought before the meeting.
Only stockholders of record at the close of business on July 24, 1996
are entitled to notice of, and to vote at, the meeting. Your attention is
directed to the accompanying Proxy Statement.
By Order of the Board of Directors
/s/ Ralph J. LoStocco
RALPH J. LOSTOCCO,Secretary
Bridgeport, Connecticut
July 31, 1996
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. PLEASE
INDICATE ON THE PROXY WHETHER YOU PLAN TO ATTEND THE MEETING. IF YOU DO ATTEND
THE MEETING, YOU MAY THEN REVOKE YOUR PROXY AND VOTE IN PERSON.
If you have not received or had access to the fiscal 1996 Annual Report
of Bridgeport Machines, Inc. which includes financial statements, kindly notify
Ralph J. LoStocco, Vice President-Administration and Secretary (203) 337-8461
and a copy will be sent to you immediately.
<PAGE>
BRIDGEPORT MACHINES, INC. 500 Lindley Street
Bridgeport, CT 06606
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
September 5, 1996
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Bridgeport Machines, Inc. ("Bridgeport") of proxies to
be voted at the 1996 annual meeting of Stockholders (the "Annual Meeting") of
Bridgeport to be held at 10:30 a.m. on September 5, 1996 at Brooklawn Country
Club, 500 Algonquin Road, Fairfield, CT and at any and all postponements or
adjournments thereof. The date on which this statement and the enclosed form of
proxy are first being sent to stockholders is on or about July 31, 1996.
Each share of Common Stock is entitled to one vote. Any proxy given by a
stockholder may be revoked at any time before its exercise, and any stockholder
who executes and returns a proxy and who attends the Annual Meeting may withdraw
the proxy at any time before it is voted and vote his shares in person. A proxy
may be revoked by giving notice to Bridgeport in writing or in the open meeting
prior to the taking of a vote. Any proxy given by a stockholder may also be
revoked by the execution and return of a new proxy which is dated later than the
original proxy. All expenses of the solicitation of proxies for the Annual
Meeting, including the cost of mailing, will be borne by Bridgeport. In addition
to solicitation by mail, officers and regular employees of Bridgeport may
solicit proxies from stockholders by telephone, telegram or personal interview
and will not receive additional compensation for such services. A proxy which is
not revoked will be voted at the Annual Meeting, and unless withheld, the shares
of Bridgeport's Common Stock, par value $0.01 per share (the "Common Stock"),
represented by the proxy will be voted as follows:
For the election of all nominees for director named herein, and
For ratification of the selection of Arthur Andersen LLP as independent
public accountants for fiscal 1997.
In the event a stockholder specifies a different choice in the proxy, his
or her shares will be voted in accordance with the specification so made.
VOTING SECURITIES
Only holders of record of Common Stock at the close of business on July
24, 1996 are entitled to vote on the matters presented at the Annual Meeting.
The number of shares outstanding on such date was 5,678,695. Each such share is
entitled to one vote with respect to such matters.
The presence in person or by proxy of holders of a majority of the
outstanding shares of Common Stock is required for a quorum to transact business
at the Annual Meeting, but if a quorum should not be present, the Annual Meeting
may be adjourned from time to time until a quorum is obtained. The affirmative
vote of the holders of the plurality of the shares of Common Stock present or
<PAGE>
represented at the Annual Meeting and entitled to vote is required for the
election of directors and the affirmative vote of the holders of a majority of
the shares of Common Stock present or represented at the Annual Meeting and
entitled to vote is required for all other proposals to come before the Annual
Meeting. See "Item I. Election of Directors - Compensation Committee Interlocks
and Insider Participation" for a discussion regarding certain voting
arrangements with respect to the election of directors.
Abstentions and broker non-votes (shares held by a broker or nominee which
are represented at the Annual Meeting, but with respect to which such broker or
nominee does not have discretionary authority to vote on a particular proposal)
will be counted as present at the Annual Meeting for purposes of determining
whether or not a quorum exists. Abstentions and broker non-votes will generally
not be counted for any other purpose, except that abstentions with respect to
any proposal, other than the election of directors, will be treated as negative
votes.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of July 24, 1996 the beneficial
ownership of Common Stock by (i) each person known to the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock, (ii)
directors, nominees and executive officers individually and (iii) by the
directors, nominees and executive officers as a group. Except as described
below, each of the persons and group listed below has sole voting power with
respect to the shares shown.
<TABLE>
<CAPTION>
Shares
Beneficially Percent of
Name Owned (1) Total Shares
---- --------- ------------
<S> <C> <C>
Textron Inc. .....................................1,191,733 21.0%
40 Westminster Street
Providence, RI 02903
Smith Barney Holdings Inc. (2) ................... 849,429 15.0
388 Greenwich Street
New York, NY 10013
Kansas Debt Fund, Nominee for .................... 640,711 11.3
Kansas Public Employees Retirement Systems
c/o Morris Andersen
Investment Advisors, Inc.
6 Landmark Square
Stamford, CT 06901
Lehman Brothers Holdings, Inc. ................... 639,935 11.3
Three World Financial Center
New York, NY 10285
U.S. Bancorp (3) ................................. 298,200 5.3
111 S.W. Fifth Avenue
Portland, OR 97204
Joseph E. Clancy (4) ............................. 88,709 1.6
Dan L. Griffith (5) .............................. 61,777 1.1
Michael S. LaMonica, Jr. (6) ..................... 47,985 *
Walter C. Lazarcheck (7) ......................... 2,500 *
Ralph J. LoStocco (8) ............................ 27,500 *
Malcolm Taylor (9) ............................... 6,641 *
Robert J. Cresci (10) ............................ 2,500 *
Paul J. Fissel (11) .............................. -- --
Eliot M. Fried (12) .............................. 17,500 *
Bhikhaji M. Maneckji (13) ........................ -- --
All Directors and Executive Officers ............. 255,112 4.5
as a group (total 10 persons)
- - ------------
</TABLE>
<PAGE>
* Less than 1% of the outstanding Common Stock
(1) Pursuant to the regulations of the Securities and Exchange Commission,
shares are deemed to be "beneficially owned" by a person if such person
directly or indirectly has or shares the power to vote or dispose of such
shares whether or not such person has any pecuniary interest in such
shares or the right to acquire the power to vote or dispose of such shares
within 60 days, including any right to acquire through the exercise of any
option, warrant or right.
(2) In a Schedule 13G filed on January 22, 1996, Smith Barney Holdings Inc.
reported that as of December 31, 1995 it held 849,429 shares of Common
Stock (17.0% of the outstanding shares of Common Stock as of July 24,
1996). Smith Barney Holdings Inc. reported that it possessed: (i) shared
dispositive power with respect to 849,429 shares and (ii) shared voting
power with respect to 965,137 shares. The Schedule 13G also states that
Smith Barney Capital Management has not acquired Bridgeport's shares for
the purpose of changing or influencing the control of Bridgeport.
(3) In a Schedule 13G filed on February 13, 1996, U.S. Bancorp, a parent
holding company, reported that as of December 31, 1995 it held 298,200
shares of Common Stock (5.3% of the outstanding shares of Common Stock as
of July 24, 1996). U.S. Bancorp reported that it possessed: (i) sole
dispositive power with respect to 291,700 shares and shared dispositive
power with respect to 6,500 shares and (ii) sole voting power with respect
to 298,200 shares. The Schedule 13G also states that U.S. Bancorp has not
acquired Bridgeport's shares for the purpose of changing or influencing
the control of Bridgeport.
(4) Includes 6,666 shares that may be acquired by Mr. Clancy upon the exercise
of immediately exercisable options.
(5) Includes 6,666 shares that may be acquired by Mr. Griffith upon the
exercise of immediately exercisable options.
(6) Includes 2,500 shares that may be acquired by Mr. LaMonica upon the
exercise of immediately exercisable options.
(7) Consists of 2,500 shares that may be acquired by Mr. Lazarcheck upon the
exercise of immediately exercisable options.
(8) Includes 2,500 shares that may be acquired by Mr. LoStocco upon the
exercise of immediately exercisable options.
(9) Includes 3,210 shares that may be acquired by Mr. Taylor upon the exercise
of immediately exercisable options.
(10) Consists of 2,500 shares that may be acquired by Mr. Cresci upon the
exercise of immediately exercisable options. Does not include 226,166
shares beneficially owned by State of Delaware Employees Retirement Fund
("DERF"), which Mr. Cresci may be deemed to beneficially own by virtue of
his position as a Managing Director of Pecks Management Partners Ltd.,
investment advisor for such fund.
(11) Does not include shares beneficially owned by Kansas Debt Fund ("KDF"),
nominee for Kansas Public Employees Retirement Systems, which Mr. Fissel
may be deemed to beneficially own by virtue of his position for such fund.
(12) Includes 2,500 shares that may be acquired by Mr. Fried upon the exercise
of immediately exercisable options. Does not include shares beneficially
owned by Lehman Brothers Holdings, Inc., which Mr. Fried may be deemed to
beneficially own by virtue of his position as Managing Director of Lehman
Brothers Holdings, Inc.
(13) Does not include shares beneficially owned by Textron Inc., which Mr.
Maneckji disclaims beneficial ownership of.
<PAGE>
ITEM I. ELECTION OF DIRECTORS
Bridgeport's Bylaws provide that the number of Directors will be fixed by
the Board of Directors, but must consist of not more than 15 nor less than three
Directors. Currently, the number of directors is fixed at seven, with one
vacancy. One seat remains vacant to allow the Board flexibility to appoint an
additional Director to meet Bridgeport's increased requirements as a public
company. Pursuant to the Certificate of Incorporation and the Bylaws, the Board
of Directors is divided into three equal classes serving staggered three-year
terms. The Board of Directors intends to present for action at the Annual
Meeting the election of Joseph E. Clancy and Robert J. Cresci, whose present
terms expire this year, each to serve until the 1999 Annual Meeting and until
their successors have been elected and qualified. Pursuant to a voting
arrangement entered into prior to Bridgeport's initial public offering, certain
stockholders who currently hold a majority of the outstanding shares of Common
Stock have agreed to vote their shares in favor of the election of Messrs.
Clancy and Cresci. See "Compensation Committee Interlocks and Insider
Participation."
Each nominee has consented to being designated in this Proxy Statement and
to serve as a director of Bridgeport if elected. It is the intention of the
persons named in the proxy to vote shares under the authority granted by the
proxy for the election of all nominees named above. If any of these nominees
should be unable or declines to serve, the proxies will be voted for the
election of such other person or persons as shall be determined in the
discretion of the persons designated to vote shares under the authority granted
by the proxy.
The Board of Directors recommends that stockholders vote "FOR" the
election of the nominees for directors listed below.
Set forth below is information with respect to the nominees, Directors
continuing in office and Executive Officers of the Company.
Nominated Directors:
Name Age Position
---- --- --------
Joseph E. Clancy 66 Chairman of the Board
Robert J. Cresci 52 Director
Joseph E. Clancy has served as Chairman of the Board since 1988, Chief
Executive Officer of Bridgeport from 1986 to June 1995 and President from 1986
until September 1994. From 1967 to 1986, Mr. Clancy served the Bridgeport
Machines Division of Textron in various senior management positions, including
as President from 1978 to 1986. Mr. Clancy currently serves as a director of
People's Bank, Bridgeport, Connecticut. Mr. Clancy is Chairman of Bridgeport's
Nominating Committee.
<PAGE>
Robert J. Cresci has served as a Director of Bridgeport since 1986, except
for the period from August to November 1991. Mr. Cresci has been a Managing
Director of Pecks Management Partners Ltd., an investment management firm, since
September 1990. From 1985 to September 1990, Mr. Cresci was a Vice President of
Alliance Capital Management LP. Mr. Cresci currently serves on the boards of
Serv-Tech, Inc., EIS International, Inc., Sepracor, Inc., Vestro Natural Foods,
Inc., Olympic Financial Ltd., GeoWaste, Inc., Hitox, Inc., Natures Elements,
Inc., Garnet Resources Corporation, HarCor Energy, Inc., Meris Laboratories,
Inc. and several private companies. Mr. Cresci is a member of Bridgeport's
Compensation Committee.
Continuing Directors and Executive Officers:
<TABLE>
<CAPTION>
Name Term Expires Age Position
---- ------------ --- --------
<S> <C> <C> <C>
Dan L. Griffith 1997 55 President, Chief Executive Officer and Director
Michael S. LaMonica, Jr. --- 54 Vice President-Marketing and Sales
Walter C. Lazarcheck --- 32 Vice President and Chief Financial Officer
Ralph J. LoStocco --- 63 Vice President-Administration and Secretary
Malcolm Taylor --- 60 Senior Vice President and Managing Director-European Operations
Paul J. Fissel 1998 (1) 46 Director
Eliot M. Fried 1997 63 Director
Bhikhaji M. Maneckji 1998 47 Director
</TABLE>
(1) Mr. Fissel has indicated to the Company that he will resign as a director
prior to calendar year end.
Dan L. Griffith has served as Chief Executive Officer of Bridgeport since
June 1995, and as President since September 1994. Mr. Griffith also served as
Chief Financial Officer of Bridgeport from 1986 to June 1995 and Executive Vice
President from 1986 to September 1994. Mr. Griffith has been a Director since
April 1992. Mr. Griffith joined the Bridgeport Machines Division of Textron in
1983 after holding various financial positions with Textron. Mr. Griffith is a
member of Bridgeport's Nominating Committee.
Michael S. LaMonica, Jr. has served as Vice President - Marketing and
Sales of Bridgeport since 1986. Mr. LaMonica joined the Bridgeport Machines
Division of Textron in 1982 as National Sales Manager. From 1975 to 1982, he
held marketing positions with several machine tool companies.
Walter C. Lazarcheck has served as Vice President and Chief Financial
Officer of Bridgeport since June 1995. Mr. Lazarcheck joined Bridgeport in
January 1995 as Vice President - Finance. Mr. Lazarcheck previously was an audit
manager for Arthur Andersen LLP and worked for Arthur Andersen LLP from 1985 to
1994.
Ralph J. LoStocco has served as Vice President - Administration and
Secretary of Bridgeport since 1986. Mr. LoStocco served Producto Machine Company
as Vice President of Human Resources from 1973 to 1986 and as its Manager of
Human Resources from 1963 to 1972.
Malcolm Taylor has served as Senior Vice President and Managing
Director-European Operations since September 1995. From 1988 to September 1995,
Mr. Taylor was Managing Director of Bridgeport's United Kingdom subsidiary,
Bridgeport Machines Ltd. From 1984 to 1988, Mr. Taylor was Managing Director of
Bridgeport Machines Ltd.'s Singapore operations. Mr. Taylor has been associated
with Bridgeport for 24 of the last 31 years.
<PAGE>
Paul J. Fissel has been a Director of Bridgeport since February 1995. Mr.
Fissel is the designee Board Member of KDF as nominee for Kansas Public Employee
Retirement System. See "Compensation Committee Interlocks and Insider
Participation." Mr. Fissel has been Senior Vice President, Group Head-Structured
Finance with KeyCorp since July 15, 1996. From 1991 until July 12, 1996, Mr.
Fissel was an Executive Vice President and Managing Director with Morris
Andersen Investment Advisers, Inc., a registered investment advisor. Prior to
1991, Mr. Fissel served as Managing Director - Commercial Finance Division for
Whirlpool Financial Corporation. Mr. Fissel is Chairman of Bridgeport's Audit
Committee. Mr. Fissel has indicated to the Company that he will resign as a
director prior to calendar year end.
Eliot M. Fried has served as a Director of Bridgeport since 1988. Mr.
Fried has been a Managing Director of Lehman Brothers Inc. ("Lehman") and its
predecessors since 1991. Prior thereto, he was Senior Executive Vice President
of Lehman. Currently, he is Co-Chairman of Lehman's Investment Committee. Mr.
Fried is a director of Energy Ventures, Inc., Sun Source LP, Vernitron
Corporation and Walter Industries Inc. Mr.Fried is Chairman of Bridgeport's
Compensation Committee and a member of Bridgeport's Audit Committee.
Bhikhaji M. Maneckji has been a Director of Bridgeport since May 1995. Mr.
Maneckji is the designee Board Member of Textron Inc. ("Textron"). See
"Compensation Committee Interlocks and Insider Participation." Mr. Maneckji is
General Counsel-Textron Industrial Products, Textron Inc. From 1986 to October
1995, Mr. Maneckji was Assistant General Counsel and Assistant Secretary of
Textron. From 1973 to 1986, Mr. Maneckji served Textron in various positions.
Mr. Maneckji is a member of Bridgeport's Audit Committee.
Board of Directors Meetings and Committees
The Board of Directors had four meetings and took action by unanimous
written consent five times during fiscal 1996. Each Director attended more than
75% of the total number of Board meetings and meetings of Board committees on
which such Director served during fiscal 1996.
There are currently three committees of the Board of Directors. Committee
membership, the number of committee meetings held during fiscal 1996 and the
functions of those committees are described below.
Audit Committee. The Audit Committee is composed of Paul J. Fissel
(Chairman), Eliot M. Fried and Bhikhaji M. Maneckji, all of whom are independent
Directors. The Audit Committee makes recommendations concerning the engagement
of independent public accountants, reviews with the independent public
accountants the plans and results of the audit engagement, approves professional
services provided by the independent public accountants, reviews the
independence of the independent public accountants, considers the range of audit
and non-audit fees and reviews the adequacy of Bridgeport's internal accounting
controls. The Audit Committee had one meeting during fiscal 1996.
Compensation Committee. The Compensation Committee is composed of Eliot M.
Fried (Chairman) and Robert J. Cresci, both of whom are independent Directors.
The Compensation Committee determines compensation for Bridgeport's executive
officers, in addition to administering Bridgeport's 1994 Stock Incentive Plan
and the Non-Employee Director Stock Option Plan. The Compensation Committee had
three meetings during fiscal 1996.
<PAGE>
Nominating Committee. The Nominating Committee is composed of Joseph E.
Clancy (Chairman) and Dan L. Griffith, both of whom are employee Directors. The
Nominating Committee nominates the slate of Directors for election as necessary.
The Nominating Committee had one meeting during fiscal 1996. The Nominating
Committee will consider nominees recommended by stockholders. See "Date for
Submission of Stockholder Proposals" for discussions of certain procedures and
timing to be followed by stockholders in submitting such recommendations.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Bridgeport's Directors and executive officers, and persons who own more than
ten percent of a registered class of Bridgeport's equity securities to file with
the Securities and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of Bridgeport. Officers, directors and greater than ten percent
stockholders are required by Commission regulation to furnish Bridgeport with
copies of all Section 16(a) reports they file.
Based solely on a review of copies of such reports furnished to Bridgeport
through the date hereof, or written representations that no reports are required
to be filed, Bridgeport believes that during the fiscal year ended March 30,
1996 all such filings applicable to its officers, directors and ten percent
stockholders were complied with.
Compensation of Directors
Each Director who is not an employee of Bridgeport receives from
Bridgeport an annual fee of $10,000, a meeting fee of $500 for each Board or
Committee meeting attended and reimbursement of expenses incurred in attending
meetings. Each non-employee Director was granted under the 1994 Non-Employee
Directors Stock Option Plan (the "Directors Plan") an option to purchase 7,500
shares of Common Stock upon the consummation of Bridgeport's initial public
offering in December 1994. In addition, each non-employee Director will
automatically be granted annually an option to purchase an additional 2,000
shares of Common Stock on the date of each of Bridgeport's annual meetings of
stockholders.
EXECUTIVE COMPENSATION
The following table sets forth information regarding the cash and other
compensation paid or accrued and certain long-term awards made to the Chief
Executive Officer and the four highest paid named executives for services in all
capacities for the fiscal years ending March 30, 1996, April 1, 1995 and April
2, 1994.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
Annual Compensation Awards Payouts
------------------------------------------------------------
(1) Securities Long-Term
Other Restricted Underlying Incentive
Annual Stock Options/ Plan All Other
Name and Principal Compen- Awards SARs Payouts Compensation
Position * Year Salary ($) Bonus ($) sation ($) ($) (#Shares) ($) ($) (2)
---------- ---- ---------- --------- ---------- --- --------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.E. Clancy 1994 273,750 7,469 - - 6,359
Chairman of the Board 1995 275,000 5,460 - 20,000 - 1,005,723
1996 275,000 875 - - 11,691 (3)
D.L. Griffith 1994 187,979 - - 3,820
President, Chief 1995 206,250 - 20,000 - 390,062
Executive Officer and 1996 231,730 - - 8,915 (4)
Directo
M.S. LaMonica, Jr. 1994 131,164 13,076 590 - - 3,083
Vice President- 1995 134,250 19,306 837 - - 311,659
Marketing & Sales 1996 142,327 26,907 1,281 - 7,500 - 6,282 (5)
-
M. Taylor 1994 118,997 (6) - - 529 (6)
Senior Vice President 1995 137,107 (6) - 7,500 - 86,524 (6)
and Managing Director- 1996 159,501 (6) - 5,000 - 609 (6)
European Operations
R.J. LoStocco 1994 117,181 898 - - 3,163
Vice President- 1995 118,406 463 - 7,500 - 196,212
Administration and 1996 124,042 662 - - 5,474 (7)
Secretary
- - ------------------------
</TABLE>
<PAGE>
* Mr. Griffith succeeded Mr. Clancy as Chief Executive Officer of Bridgeport
in June 1995 (fiscal year 1996).
1) Fringe benefit amounts are omitted to the extent the aggregate value of
such benefits is less than 10% of salary and bonus, or $50,000. Amounts
listed in this column represent above-market interest on deferred
compensation.
2) 1995 balances include a special management stock award plus a cash payment
equal to 35% of the value of the stock awarded to Mr. Clancy of $974,670,
Mr. Griffith of $374,881, Mr. LaMonica of $299,886, Mr. Taylor of $85,978
and Mr. LoStocco of $187,431.
3) Consists of (i) $9,801 contributed by Bridgeport to Mr. Clancy's account
under the Company's 401(k) savings plan and (ii) $1,890 in life insurance
premiums paid by Bridgeport for the benefit of Mr. Clancy.
4) Consists of (i) $8,240 contributed by Bridgeport to Mr. Griffith's account
under Bridgeport's 401(k) savings plan and (ii) $675 in life insurance
premiums paid by Bridgeport for the benefit of Mr. Griffith.
5) Consists of (i) $5,850 contributed by Bridgeport to Mr. LaMonica, Jr.'s
account under Bridgeport's 401(k) savings plan and (ii) $432 in life
insurance premiums paid by Bridgeport for the benefit of Mr. LaMonica, Jr.
6) The compensation was paid in United Kingdom pounds sterling and translated
at average rates. Amount listed under All Other Compensation consists of
$609 in life insurance premiums paid by Bridgeport for the benefit of Mr.
Taylor.
7) Consists of (i) $4,458 contributed by Bridgeport to Mr. LoStocco's account
under Bridgeport's 401(k) savings plan and (ii) $1,016 in life insurance
premiums paid by Bridgeport for the benefit of Mr. LoStocco.
<PAGE>
The following table sets forth information regarding grants of stock
options made during fiscal year 1996 to each of the named executive officers.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants (1)
Number of Potential Realized Value at
Securities % of Total Annual Rates of Stock
Underlying Options Granted Exercise or Price Appreciation
Options to Employees Base Price for Option Term (3)
Name Granted (#) in Fiscal Year (2) ($/Sh) Expiration Date 5% 10%
---- ----------- ------------------ ------ --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
J. E. Clancy - - - - - -
D. L. Griffith - - - - - -
M.S. LaMonica, Jr. - - - - - -
R. J. LoStocco - - - - - -
M. Taylor 5,000 42% $16.25 September 2000 $22,450 $49,600
</TABLE>
(1) All options granted to named executive officers were granted pursuant to
Bridgeport's 1994 Stock Incentive Plan. The options vest and become
exercisable over a period of three years at the rate of one-third annually
on each of the first three anniversary dates of issuance.
(2) Percentages listed are based on options to purchase a total of 12,000
shares of Common Stock granted by Bridgeport to certain of its employees
during fiscal year 1996. Calculations do not include options to purchase
an aggregate of 8,000 shares of Common Stock granted to the independent
Directors in fiscal 1996 pursuant to the Directors Plan.
(3) Potential realizable value is calculated based on an assumption that the
fair market value of the Common Stock appreciates at the annual rates
shown (5% and 10%), compounded annually, from the date of grant until the
end of the option term (5 years). The 5% and 10% assumed rates are
mandated by the Securities and Exchange Commission for the purposes of
calculating realizable value and do not represent Bridgeport's estimate or
projection of future stock prices.
<PAGE>
The following table sets forth the information concerning the fiscal
year-end value of unexercised options.
Aggregated Option Exercise in 1996 Fiscal Year
and 1996 Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Share Options at In-the-Money Options at
Acquired on Value Fiscal Year End Fiscal Year End (1)
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- - ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
J. E. Clancy - - 6,666 13,334 $53,328 $ 106,672
D. L. Griffith - - 6,666 13,334 $53,328 $ 106,672
M. S. LaMonica, Jr. - - 2,500 5,000 $20,000 $ 40,000
R. J. LoStocco - - 2,500 5,000 $20,000 $ 40,000
M. Taylor 4,970 $53,030 3,210 10,000 $28,293 $ 48,750
</TABLE>
(1) Amounts listed are based upon the $18.00 closing price for the Common Stock
on the NASDAQ on March 29, 1996 (last trading day in 1996).
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Robert J. Cresci and
Eliot M. Fried. None of the members of the Compensation Committee is or has been
an officer or employee of Bridgeport. No executive officer of Bridgeport served
on any board of directors or compensation committee of any entity (other than
Bridgeport) with which any member of the Compensation Committee is affiliated.
The following agreements relate to certain relationships and related
transactions involving among others, the members of the Compensation Committee.
Voting Agreement. In connection with the operational restructuring and
financial restructuring and recapitalization of Bridgeport completed in December
1992 (the "1992 Recapitalization"), existing stockholders of Bridgeport
("Existing Stockholders") who, as of July 24, 1996, owned a total of 3,009,811
shares of Common Stock, entered into an agreement (the "Voting Agreement")
pursuant to which they agree to vote their shares to elect members of the Board
of Directors as follows: (i) one Director designated by Textron, as holder of
1,189,233 shares of Common Stock and (ii) one Director designated by KDF and
DERF, acting by a majority of an aggregate of 710,838 shares of Common Stock
held by KDF and DERF, of which KDF currently owns approximately 68%. Such voting
arrangements lapse in each case, on the earlier of December 31, 2000 or the date
on which the covered shares owned by Textron or KDF and DERF, as the case may
be, constitute less than 5% of the outstanding Common Stock.
Pursuant to the Termination Agreement and Waiver, Textron, KDF and DERF
waived their rights with respect to each share of Common Stock held by an
Existing Stockholder that is sold or otherwise transferred by the Existing
Stockholder to a person or entity which is not an affiliate (as defined in the
Termination Agreement and Waiver) of such Existing Stockholder (see also
"-Textron Stockholders Agreement" below). In addition, each of the parties to
the Voting Agreement waived any and all rights granted to it pursuant to the
Voting Agreement with respect to any shares of Common Stock sold in Bridgeport's
initial public offering in December 1994.
<PAGE>
Textron Stockholders Agreement. In connection with the 1992
Recapitalization Existing Stockholders with respect to certain shares of Common
Stock (the "Covenanted Shares"), agreed to share with Textron certain proceeds
from the sale or disposition of their respective shares of Common Stock. Such
price sharing arrangement was terminated in fiscal 1995 and no longer has any
effect.
During the term of the agreement, the holders of the Covenanted Shares
also agreed to vote their shares in favor of a Textron nominee to the Board of
Directors, provided that such agreement shall not preclude such holders from
voting in favor of any other nominee in addition to the Textron nominee. All
Covenanted Shares are subject to the Voting Agreement and, as a result, the
Textron Stockholders Agreement does not provide the Textron nominee with
additional votes (see "-Voting Agreement" above).
The voting arrangement under the Textron Stockholders Agreement will
continue in effect until the earlier of December 15, 2000 or the date on which
the shares received by Textron in the 1992 Recapitalization constitute less than
5% of the outstanding Common Stock or, with respect to each Covenanted Share,
until the occurrence of any of the following events with respect to such share
and compliance by the holder with applicable procedures: (i) the sale of a
Covenanted share at $7.05 or more in a transaction where no public market exists
for the Common Stock, (ii) the first sale of such Covenanted Share while a
public market for the Common Stock exists, (iii) the sale of such Covenanted
Share in a transaction involving a sale of all of the Common Stock and (iv) the
distribution, whether in dissolution, by dividend or otherwise, to Bridgeport's
stockholders of all of the net proceeds of the sale by Bridgeport of
substantially all of its assets. In the event Textron disposes of any of its
original 1,448,400 shares of Common Stock (Textron currently holds 1,189,233 of
such shares) while the covenant is in effect, such covenant will lapse with
respect to a proportionate number of Covenanted Shares. In addition, pursuant to
the Termination Agreement and Waiver, Textron waived its voting rights with
respect to each Covenanted Share that is sold or otherwise transferred by a
holder to a person or entity other than an affiliate (as defined in the
Termination Agreement and Waiver). (See "-Voting Agreement" above.)
<PAGE>
Performance Graph
The graph set forth below compares the yearly percentage change in the
cumulative shareholder return on the Common Stock with the cumulative total
return of the Nasdaq Stock Market-U.S. and an industry peer group for the period
commencing November 28, 1994 (the date on which trading of Bridgeport's Common
Stock commenced) through March 30, 1996. The peer group consists of Cincinnati
Milacron, Inc., Giddings & Lewis Inc. and Hurco Companies Inc. The following
graph assumes that the value of the investment in Bridgeport and the indices was
$100 at the beginning of the period. The stock price performance presented below
is not necessarily indicative of future results.
{Graphic of Performance Graph]
11/29/94 4/1/95 3/30/96
-------- ------ -------
Bridgeport Machines, Inc. 100 148 180
Peer Group 100 107 123
Nasdaq Stock Market - US 100 109 148
<PAGE>
Pension Scheme
Bridgeport maintains a Pension Scheme for its United Kingdom operations
("UK Pension Scheme"). The following table sets forth the estimated annual
benefit payable upon retirement under the UK Pension Scheme.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
----------------
Remuneration 15 20 25 30
------------ -- -- -- --
<S> <C> <C> <C> <C>
$100,000 $22,500 $30,000 $37,500 $45,000
115,000 25,875 34,500 43,125 51,750
130,000 29,250 39,000 48,750 58,500
145,000 32,625 43,500 54,375 65,250
160,000 36,000 48,000 60,000 72,000
175,000 39,373 52,500 65,625 78,750
190,000 42,750 57,000 71,250 85,500
205,000 46,125 61,500 76,875 92,250
</TABLE>
The Remuneration column relates to a participant's annual salary such as
that set forth in the Salary column of the Summary Compensation Table. A
participant's pensionable salary is the highest average annual salary of any
three consecutive years during the last ten years prior to retirement. The
normal retirement date for participants is age 65. The normal retirement benefit
consists of a stream of monthly payments over the life of the participant.
Malcolm Taylor, Senior Vice President and Managing Director -European
Operations, is a participant in Bridgeport's UK Pension Scheme and is 60 years
old and has 24 years of service.
Employment Agreements
Joseph E. Clancy and Dan L. Griffith entered into new employment
agreements with Bridgeport in fiscal 1996. Under such agreements during fiscal
year 1996, Mr. Clancy served as Chairman of the Board and Chief Executive
Officer for a base salary of $275,000 and Mr. Griffith served as President and
Chief Executive Officer for a base salary of $225,000. The base salary is
automatically adjusted annually for increases in U.S. City Average Consumer
Price Index. The agreements provide for annual salary increases as determined by
the Board of Directors. The term of each agreement continues until the earlier
of the executive's retirement, death, disability or voluntary termination. Under
the agreements, Messrs. Clancy and Griffith are also provided the opportunity to
participate in pension and welfare plans, programs and benefits offered
generally to all executives.
In the event of termination of employment of either Mr. Clancy or Mr.
Griffith by Bridgeport for cause, or if the executive resigns other than by
reason of a substantial breach, the executive will be entitled to his base
salary and benefits through the date of termination. In the event of termination
of employment without cause or resignation by the executive as a result of a
substantial breach by Bridgeport (such as reduction in base salary), the
executive will be entitled to two years' base salary plus any bonus awarded (but
<PAGE>
not received) during the current or preceding year (subject to reduction for
amounts received in connection with other employment commencing one year after
the date of termination) and benefits for two years following termination of the
agreement.
Each of Mr. Clancy and Mr. Griffith has agreed to refrain from competing
with Bridgeport for two years following termination of employment or resignation
therefrom. The agreements provide that the restricted period may be extended if
the executive violates the non-competition provisions. Additionally, the
executive forfeits any right to severance if he materially breaches such
provisions.
Bridgeport is permitted to assign the agreement to any business that
acquires all or substantially all of the assets of Bridgeport by merger,
consolidation or otherwise.
Malcolm Taylor entered into a new employment agreement in September 1995
pursuant to which he serves as Senior Vice President-Bridgeport Machines, Inc.
and Managing Director of Bridgeport's European Operations. The agreement has a
term of two years after which it may be terminated by the Company at any time
upon not less than 24 months notice or by Mr. Taylor at any time upon not less
than 12 months notice. During fiscal year 1996, the agreement provided for
salary of [pound sign]103,125 (approximately $155,000), subject to annual
increases as determined by the board of Bridgeport's United Kingdom subsidiary.
Under the agreement, Mr. Taylor is provided the opportunity to participate in
Bridgeport's bonus programs and pension and welfare plans and benefits. In the
event Mr. Taylor is unable to perform his duties under the agreement as a result
of illness or other incapacity beyond his control, he will be entitled to
receive all or part of his salary for a period of six months or longer at the
board's discretion.
Report of the Compensation Committee of Executive Compensation
The policy of the Compensation Committee is to align executive
compensation with the attainment of business objectives and with the overall
corporate performance of Bridgeport. In addition, the executive compensation
policy is structured to attract, retain and reward executive officers who
contribute to the long-term success of Bridgeport for the purpose of creating
greater value for the stockholders.
The principal components of executive compensation are annual cash
compensation consisting of base salary and incentive bonus, and long-term
incentive compensation consisting of awards of restricted stock and stock
options. The Compensation Committee makes awards of restricted stock and stock
options through the Bridgeport 1994 Stock Incentive Plan (the "Stock Incentive
Plan"). Stock-based awards are designed to create and encourage ownership and
retention of Bridgeport stock by executive officers in order to align their
interests with those of the stockholders. Each year, after a review of each
executive officer's individual performance, his contribution to the achievement
of any business objectives and the overall corporate performance of Bridgeport
for the previous year, the Compensation Committee makes a subjective
determination of each executive officer's compensation for the following year.
The amount of compensation and the mix of cash and stock-based compensation is
structured to be competitive with similar companies. Although no formal survey
is undertaken, the Compensation Committee makes such determination based on its
general knowledge of similar companies.
<PAGE>
The compensation of Joseph E. Clancy and Dan L. Griffith is paid pursuant
to employment agreements. These employment agreements provide for annual salary
increases as determined by the Board of Directors through the term of the
agreement. Additionally, the employment agreements provide for participation in
Bridgeport's incentive bonus plans, including the Stock Incentive Plan. For
fiscal year 1996, the salaries of Messrs. Clancy and Griffith were increased to
$275,000 and $225,000, respectively. The Compensation Committee determined the
fiscal year 1996 compensation of Messrs. Clancy and Griffith using the same
criteria as it does for all other executive officers of Bridgeport as described
above.
Section 162(m) of the Internal Revenue Code imposes a $1,000,000 ceiling
on tax-deductible remuneration paid to each of the five most highly compensated
executive officers of a publicly-held corporation, unless the compensation is
treated as performance related. The compensation generally paid to each of
Bridgeport's executive officers is less than the $1,000,000 threshold, although
for fiscal 1995, Mr. Clancy received compensation in excess of the threshold due
to a special management stock award. The Compensation Committee has not yet made
any policy decisions with respect to this limit.
Compensation Committee
Eliot M. Fried (Chairman)
Robert J. Cresci
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Settlement of Certain Environmental Matters
In connection with the leveraged buy-out transaction in 1986, Textron
agreed to retain liability for, among other things, historic contamination
related to Bridgeport facility in Bridgeport, Connecticut. Subsequent to
Bridgeport's leveraged buy-out transaction in 1986, contamination was identified
at the Connecticut facility. Textron disputed the extent of its liability for
remediation of the contamination. Bridgeport commenced litigation against
Textron. In settlement of the litigation, Textron and Bridgeport entered into an
agreement in June 1994 which allocates remediation costs between Textron and
Bridgeport. Under the settlement agreement, Textron agreed to accept sole
responsibility to remediate hazardous substances in certain areas of the
Bridgeport facility to the extent required by law, and Bridgeport and Textron
agreed to share equally the costs to remediate groundwater beneath the property.
Textron Financing Arrangements
Bridgeport offers to its customers the ability to finance purchases
through financing arrangements provided by Textron Financial Corporation
("TFC"), a subsidiary of Textron. TFC determines whether or not to extend
financing to customers on a case by case basis. In the event of default by a
customer, Bridgeport is under no obligation to repurchase the equipment.
Bridgeport believes that the loss of TFC as a financing source would not have a
material adverse effect on Bridgeport.
Assumption of Product Liability by Textron
In connection with Bridgeport's leveraged buy out transaction in 1986,
Textron assumed certain product liability exposure for products shipped by
Bridgeport prior to the effective date of the closing of such transaction.
Certain other relationships and related transactions are described above
under "-Compensation Committee Interlocks and Insider Participation."
<PAGE>
ITEM II. RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors proposes and recommends that the stockholders
ratify the selection of Arthur Andersen LLP, independent public accountants, to
audit the accounts of Bridgeport and its subsidiaries for fiscal 1997. The
following resolution will be offered at the Annual Meeting:
RESOLVED, that the selection by the Board of Directors of Arthur Andersen
LLP, independent public accountants, to audit the accounts of Bridgeport and its
subsidiaries for fiscal 1997 be, and hereby is, ratified and approved.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will consider it a direction to select other independent public
accountants for the subsequent year. Even if the selection is ratified, the
Board of Directors, in its discretion, may direct the appointment of a new
independent public accounting firm at any time during the year, if the Board
determines that such a change would be in the best interest of Bridgeport and
its stockholders.
Arthur Andersen LLP has been serving as Bridgeport's independent public
accountants since fiscal 1992.
A representative of Arthur Andersen LLP will be present at the Annual
Meeting with the opportunity to make a statement if he or she desires to do so
and will be available to respond to appropriate questions.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
In accordance with the rules established by the Securities and Exchange
Commission, stockholder proposals to be included in Bridgeport's proxy statement
with respect to the 1997 Annual Meeting of stockholders must be received by
Bridgeport at its executive offices located at 500 Lindley Street, Bridgeport,
Connecticut, 06606 no later than April 2, 1997.
In addition, Bridgeport's Bylaws provide that any stockholder of record
desiring to nominate a director or have a stockholder proposal considered at an
annual meeting must provide written notice of such nomination or proposal and
appropriate supporting documentation, as set forth in the Bylaws, to Bridgeport
Machines, Inc., Attention: Secretary, at its principal executive offices not
less than 60 days nor more than 90 days prior to the anniversary date of the
prior year's annual meeting (the "Anniversary Date"); provided, however, that
stockholders will have additional time to deliver the required notice in the
event the annual meeting is advanced by more than 30 days or delayed by more
than 90 days from the Anniversary Date. The required notice must set forth (i)
as to each person whom the stockholder proposes to nominate, all information
relating to such person required by Regulation 14A under the Securities Exchange
Act of 1934, as amended, (ii) as to any other business to be proposed by the
stockholder, a brief description of such business, the reasons for conducting
the business and any material interests of the stockholder (and beneficial
owner, if any) in the business and (iii) the name and address of, and the number
of shares owned by, such stockholder (and beneficial owner, if any).
<PAGE>
OTHER BUSINESS OF THE MEETING
Management does not know of any business to be transacted at the Annual
Meeting other than as indicated herein. However, certain stockholders may
present topics for discussion from the floor. Should any matter other than as
indicated herein properly come before the meeting for a vote, the persons
designated as proxies will vote thereon in accordance with their best judgment.
You are urged to mark, sign, date and return the enclosed proxy in the
prepaid envelope provided for such purpose.
By Order of the Board of Directors,
/s/Joseph E. Clancy
JOSEPH E. CLANCY
Chairman of the Board of Directors
July 31, 1996
<PAGE>
REVOCABLE PROXY
BRIDGEPORT MACHINES, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 5, 1996
The undersigned hereby appoints Dan L. Griffith and Walter C. Lazarcheck, or
either of them, with full powers of substitution, to act as attorneys and
proxies for the undersigned to vote all shares of common stock of Bridgeport
Machines, Inc. (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders (the "Meeting"), to be held at Brooklawn Country
Club, 500 Algonquin Road, Fairfield, CT at 10:30 AM on September 5, 1996 and at
any and all adjournments and postponements thereof, as follows:
I. The election as directors of all nominees listed below for three-year terms.
Joseph E. Clancy Robert J. Cresci
[ ] For [ ] Withhold [ ] For All Except
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided below.
- - --------------------------------------------------------------------------------
II. Ratification of the selection of Arthur Andersen LLP as independent public
accountants for the Company for the fiscal year ending March 29, 1997.
[ ] For [ ] Against [ ] Abstain
In their discretion, the proxies are authorized to vote on such other matters as
may properly come before the Meeting or any adjournments or postponements
thereof. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES AND THE PROPOSAL STATED. IF
ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. The
Board of Directors recommends a vote "FOR" the listed nominees and proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please be sure to sign and date this Proxy in the box below.
- - --------------------------------------------------------------------------------
Date
- - --------------------------------------------------------------------------------
Stockholder sign above
- - --------------------------------------------------------------------------------
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
BRIDGEPORT MACHINES, INC.
Should the person(s) signing above be present and elect to vote at the Meeting
or at any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this Proxy, then the power of such attorneys and proxies shall be
deemed terminated and of no further force and effect. The person(s) signing
above acknowledge(s) receipt from the Company, prior to the execution of this
Proxy, of Notice of the Meeting, and a Proxy Statement and Annual Report to
Stockholders for the fiscal year ended March 30, 1996. Please sign exactly as
your name(s) appear(s) on this card. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If shares are
held jointly, each holder should sign.
PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY
