<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TELEFLEX INCORPORATED
(Name of Registrant as Specified in Its Charter)
TELEFLEX INCORPORATED
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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 registrations 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:
- --------------------------------------------------------------------------------
- ---------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
ART WORK
PLYMOUTH MEETING, PENNSYLVANIA 19462
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 29, 1994
- --------------------------------------------------------------------------------
TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:
The Annual Meeting of Stockholders of Teleflex Incorporated will be held on
Friday, April 29, 1994, at 11:00 a.m. at the VALLEY FORGE HILTON HOTEL, 251
DEKALB PIKE, ROUTE 202, KING OF PRUSSIA, PENNSYLVANIA, for the following
purposes:
1. To elect three directors of the Company to serve for a term of
three years and until their successors have been elected and qualified;
2. To consider and act upon a proposal to ratify the appointment of
Price Waterhouse, independent accountants, as the Company's auditors for
the fiscal year ending December 25, 1994; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business, Friday, March 11,
1994, as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting. The transfer books of the
Company will not be closed.
STOCKHOLDERS ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY IN
THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES OR CANADA.
By Order of the Board of Directors,
STEVEN K. CHANCE, Secretary
March 25, 1994
Plymouth Meeting, Pennsylvania
<PAGE> 3
PROXY STATEMENT
This proxy statement is furnished to stockholders by the Board of Directors
of the Company for solicitation of proxies for use at the Annual Meeting of
Stockholders on Friday, April 29, 1994, and at all adjournments thereof. The
expense of this solicitation will be paid by the Company. In addition to use of
the mail, some directors, officers and regular employees of the Company may
solicit proxies personally, by telephone and telegraph. Any proxy given pursuant
to this solicitation may be revoked by the person giving it any time before it
is exercised by providing written notice to the Secretary of the Company of such
intent or by submitting a new proxy. The shares represented by the proxy will be
voted in accordance with the instructions specified therein. If no instructions
are given in the proxy, the shares represented by the proxy will be voted for
the election as directors of the nominees listed below and for proposal 2
described below at page 9.
The Company's principal executive offices are located at 630 West
Germantown Pike, Suite 450, Plymouth Meeting, Pennsylvania 19462. This proxy
statement and the form of proxy enclosed herewith were mailed to stockholders on
approximately March 25, 1994.
RECORD DATE AND VOTING PROCEDURE
Only stockholders of record at the close of business on March 11, 1994, are
entitled to vote at the Annual Meeting. At that date, the Company had
outstanding and entitled to vote 17,117,089 shares of common stock. Each
outstanding share of common stock entitles the record holder to one vote. A
majority of the outstanding shares will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions are
counted in tabulations of the votes cast on proposals presented to stockholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 1, 1994, certain information
with respect to ownership of the Company's securities of (i) each person known
to the Company to beneficially own more than 5% of the Company's outstanding
common stock, (ii) each director or nominee for director, (iii) certain named
executive officers and (iv) all directors and executive officers as a group.
Except as otherwise indicated in the footnotes to the chart which follows, the
Company is informed that each person named has sole voting power and sole
investment power over the shares of Company common stock shown opposite his
name.
<TABLE>
<CAPTION>
Percent
Shares of
Beneficially Outstanding
Name (& Address of 5% Shareholders) Owned(a) Common Stock
- -------------------------------------------------------------- --------- ------------
<S> <C> <C>
Lennox K. Black, 630 West Germantown Pike, Suite 450, Plymouth
Meeting, PA 19462........................................... 2,377,870(b) 13.82
Woelm Holding Company Limited, Cedar House, 41 Cedar Street,
Hamilton, Bermuda........................................... 1,442,790(c) 8.44
Donald Beckman, 3800 Centre Square West, Philadelphia, PA
19102....................................................... 1,533,954(d) 8.98
Lewis W. Bluemle, Jr., M.D.................................... 5,939 *
David S. Boyer................................................ 88,160(e) *
Roy C. Carriker, Ph.D......................................... 135,483 *
Lewis E. Hatch, Jr............................................ 1,206 *
Pemberton Hutchinson.......................................... 4,500 *
Sigismundus W. W. Lubsen...................................... 286 *
John H. Remer................................................. 15,429 *
Palmer E. Retzlaff............................................ 9,211 *
</TABLE>
1
<PAGE> 4
<TABLE>
<CAPTION>
Percent
Shares of
Beneficially Outstanding
Name (& Address of 5% Shareholders) Owned(a) Common Stock
- -------------------------------------------------------------- --------- ------------
<S> <C> <C>
John J. Sickler............................................... 86,011 *
James W. Stratton............................................. 119,581(f) *
Richard A. Woodfield.......................................... 11,787 *
All officers and directors as a group (20 persons)............ 3,004,402 17.23
</TABLE>
- ---------------
* Represents holdings of less than 1%.
(a) Includes (i) shares subject to presently exercisable stock options as
follows: Mr. Black -- 127,500, Mr. Beckman -- 3,000, Dr. Bluemle -- 3,000,
Mr. Boyer -- 51,000, Dr. Carriker -- 42,000, Mr. Hutchinson -- 3,000, Mr.
Retzlaff -- 3,000, Mr. Sickler -- 42,000, Mr. Woodfield -- 11,000 and all
officers and directors as a group -- 355,775 (for purposes of calculating
the percentages of beneficial ownership for officers and directors disclosed
in the foregoing table, these shares were deemed to be outstanding); and
(ii) shares held by the Trustee under the Company's Voluntary Investment
Plan with respect to which the employee has authority to direct voting as
follows: Mr. Boyer -- 1,606, Dr. Carriker -- 890, Mr. Hatch -- 648, Mr.
Woodfield -- 37 and all officers and directors as a group -- 8,507.
(b) Includes the following additional shares of which Mr. Black is deemed to be
a "beneficial owner" under the applicable rules of the Securities and
Exchange Commission: (i) 1,442,790 shares owned of record and beneficially
by Woelm Holding Company Limited, and 174,720 shares owned of record and
beneficially by two individuals, for which Mr. Black holds revocable powers
of attorney to vote such shares, and (ii) 83,214 shares held by trusts of
which Mr. Black is co-trustee and with respect to which he shares voting and
investment power.
(c) All the voting shares, except for directors' qualifying shares, of Woelm
Holding Company Limited are owned beneficially and of record by two trusts
for the benefit of Alice Thormaehlen and Margrit Nekouian-Fathi,
respectively, who are sisters. The trustees of Mrs. Thormaehlen's trust are
Mrs. Thormaehlen, Lennox K. Black, Donald Beckman and Ernst-Helmut
Michaelis. The trustees of Mrs. Nekouian-Fathi's trust are Mrs.
Nekouian-Fathi, Lennox K. Black, Donald Beckman and Ernst-Helmut Michaelis.
As noted in footnote (b) Woelm Holding Company Limited has granted Mr. Black
a revocable power of attorney to vote such shares and such shares are
included in the 2,377,870 shares shown opposite Mr. Black's name in the
foregoing table. In addition, each such trust owns an additional 26,400
shares of the Company's common stock. Such shares are also included in the
2,377,870 shares shown opposite Mr. Black's name in the foregoing table.
(d) Includes the following additional shares of which Mr. Beckman is deemed to
be a "beneficial owner" under the applicable rules of the Securities and
Exchange Commission: (i) 1,442,790 shares held by the Woelm Holding Company
Limited of which Mr. Beckman is a director; all the voting shares of Woelm
Holding Company Limited are held of record by two trusts of which Mr.
Beckman serves as co-trustee, which shares are subject to a revocable proxy
in favor of Mr. Black [see footnote (b)], and (ii) 79,614 shares held by
trusts of which Mr. Beckman is a trustee with shared voting and investment
power; Mr. Black is a co-trustee of such trusts [see footnotes (b) and (c)].
(e) Includes the following additional shares of which Mr. Boyer is deemed to be
a "beneficial owner" under the applicable rules of the Securities and
Exchange Commission: (i) 850 shares he holds as custodian for his daughter,
and (ii) 200 shares owned of record and beneficially by his daughter.
(f) Includes 118,450 shares in customer accounts managed by and owned of record
by Stratton Management Company of which Mr. Stratton is deemed to be a
"beneficial owner" under applicable rules of the Securities and Exchange
Commission.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall be composed
of not fewer than six nor more than fifteen directors, as fixed by a majority of
the entire board from time to time. The board has fixed the number of directors
which shall constitute the entire board at nine, but from December 6, 1993 until
the Annual Meeting of Stockholders, the number has been fixed at ten.
The Company's Bylaws also provide for the division of the Board of
Directors into three classes as equal in number as possible, with members of
each class having a term of office of three years. Accordingly, at the 1994
Annual Meeting of Stockholders, three directors will be elected for three-year
terms expiring at the Annual Meeting of Stockholders of the Company in 1997.
Lewis W. Bluemle, Jr., M.D., who has served faithfully as a director since 1983
and whose current term expires this year, has chosen not to stand for election
to another term. The board, at its December 6, 1993 meeting appointed David S.
Boyer, President of the Company, as a director to a term expiring
2
<PAGE> 5
at the 1994 Annual Meeting of Stockholders. The board, on recommendation of the
Nominating Committee, has nominated for election for three-year terms Messrs.
Boyer, Lubsen, and Retzlaff.
It is intended that shares represented by properly executed proxies will be
voted for the election of Messrs. Boyer, Lubsen, and Retzlaff for a term
expiring in 1997. If any nominee becomes unavailable to serve (which is not now
anticipated), the persons named in the proxy may vote it for another nominee
selected by the Board of Directors. Except for Mr. Boyer, all of the nominees
and continuing directors were elected by the stockholders of the Company.
<TABLE>
<CAPTION>
Business Experience
Name, Age and Year During Past 5 Years and
First Elected Director Other Directorships
- --------------------------------- ----------------------------------------------------------
<S> <C>
NOMINEE TO BE ELECTED FOR
TERMS EXPIRING IN 1997
- ---------------------------------
David S. Boyer, 51............... President of the Company; Director (1986-1991).
1993
Sigismundus W. W. Lubsen, 50..... President, Chief Executive Officer and Director of Quaker
1992 Chemical Corporation, a manufacturer of specialty
chemical products; President, Chief Operating Officer
and Director (1988-1993); Director, Ensign-Bickford
Industries, Inc.
Palmer E. Retzlaff, 62........... President and Director, Southwest Grain Corporation,
1978 McAllen, Texas, engaged primarily in cotton and grain
export; Director, Paris Business Forms.
</TABLE>
<TABLE>
<CAPTION>
CONTINUING DIRECTORS WHOSE
TERMS EXPIRE IN 1995
- ---------------------------------
<S> <C>
Donald Beckman, 62............... Special Counsel, Saul, Ewing, Remick & Saul, Philadelphia,
1981 PA, attorneys; Partner, Beckman & Hunt, Philadelphia, PA,
attorneys (1988-1993).
Pemberton Hutchinson, 62......... Chairman and Director, Westmoreland Coal Company, a coal
1977 mining company; Chairman, Chief Executive Officer and
Director (1992-1993); Chairman, President, Chief
Executive Officer and Director (1989-1992); Director,
Mellon Bank Corporation and The Pep Boys.
John H. Remer, 69................ President, Chief Executive Officer and Director, Package
1956 Machinery Company (1992-1993); Vice Chairman of the Board
(1990-1992); Vice Chairman of the Board of the
Company (1988-1990).
</TABLE>
<TABLE>
<CAPTION>
CONTINUING DIRECTORS WHOSE
TERMS EXPIRE IN 1996
- ---------------------------------
<S> <C>
Lennox K. Black, 63.............. Chairman of the Board and Chief Executive Officer of the
1971 Company; Director, Envirite Corporation, Penn
Virginia Corporation, Quaker Chemical Corporation,
The Pep Boys, and Westmoreland Coal Company.
Lewis E. Hatch, Jr., 67.......... Chairman and Chief Operating Officer, Rusch International,
1976 the Company's Medical Group (1990-1992); President, LEH
Consulting, Inc. (1986-1990); Director, Park-Ohio
Industries, Inc.
James W. Stratton, 57............ Chairman and Chief Executive Officer, Stratton Management
1993 Company, an investment advisory and management firm;
Chairman, Chief Executive Officer and Director of Fin
Da Tex, Inc., a financial services company; Chairman
and Director of Stratton Monthly Dividend Shares and
Stratton Growth Fund, registered investment
companies; Director, Alco Standard Corporation,
Gilbert Associates, Inc. and UGI Corporation.
</TABLE>
3
<PAGE> 6
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
The Board of Directors of the Company met seven times in 1993. Each of the
nominees and continuing directors attended at least seventy-five percent of the
combined total of board meetings and meetings held in 1993 by committees on
which he served.
The Board of Directors has appointed an Audit Committee, currently composed
of Messrs. Beckman, Bluemle, and Hutchinson, which held three meetings in 1993.
The Audit Committee reviews with the Company's independent accountants the
proposed scope of their examination and their subsequent report on each annual
audit, preliminary to the consideration thereof by the full Board of Directors.
The Board of Directors of the Company has also appointed a Nominating
Committee, currently composed of Messrs. Bluemle, Hutchinson, Remer and Retzlaff
which held one meeting in 1993. The Nominating Committee, considers and makes
recommendations to the board regarding nominees for election to the board. The
committee will consider stockholders' suggestions for candidates if mailed to:
Secretary, Teleflex Incorporated, 630 West Germantown Pike, Suite 450, Plymouth
Meeting, PA 19462 by January 10, 1995.
The Board of Directors of the Company also has an Executive Committee,
currently composed of Messrs. Black, Bluemle and Hutchinson. Subject to certain
exceptions, the Executive Committee may exercise the powers of the Board of
Directors in the management of the business and affairs of the Company when the
board is not in session.
BOARD COMPENSATION COMMITTEE
The Compensation Committee appointed by the Board of Directors consists of
three members, Messrs. Beckman, Retzlaff and Stratton, which held two meetings
in 1993. The Compensation Committee makes recommendations regarding the
Company's remuneration arrangements for its senior management to the Company's
Board of Directors. It also approves the persons to receive stock option grants
and restricted stock awards under the Company's Stock Compensation Plans and the
number of shares subject to such grants and awards.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Beckman, during 1993 was a partner in the law firm of Beckman & Hunt.
The Company retained Beckman & Hunt to provide certain legal services in 1993
amounting to $214,075 in fees during the year, which exceeded 5% of such firm's
gross revenues for its last fiscal year. Mr. Beckman is now Special Counsel, to
the law firm of Saul, Ewing, Remick & Saul which firm the Company also retained
to provide legal services in 1993.
The Company, through TFX Equities, a wholly-owned subsidiary of the
Company, has entered into certain investment agreements with Nouveau
International, Inc. ("Nouveau"), a manufacturer of automated food service
equipment and food products. Pursuant to the agreements and otherwise, the
Company made loans and advances to Nouveau of an aggregate of $1,927,000. The
Company has the right to convert a portion of such debt into an aggregate of up
to 22% of Nouveau's common stock. Messrs. Beckman and Black are directors of
Nouveau and are participating, along with one other person, as a group, in the
investment agreements on the same terms as the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation policy with respect to its senior management is
to offer competitive compensation opportunities based on individual and
corporate performance. Compensation of senior managers is fixed by the Board of
Directors upon the recommendations of the Compensation Committee, which are
developed in consultation with the Chief Executive Officer. The compensation
package for senior management is composed of the following three parts:
4
<PAGE> 7
Salaries are set in amounts comparable to base salaries of executives
with similar responsibilities in comparable companies engaged in similar
businesses. Comparative data is drawn from independent surveys of
executive compensation of durable good manufacturing companies, on
average comparable in size to the Company. There is no material
correlation between the companies included in the surveys and the
companies included in the indices shown in the graph of Market
Performance at page 6. Generally the Company fixes salaries at
approximately the midpoint of the average compensation for positions of
comparable responsibility reported by the surveyed companies. While
individual performance of each executive has some effect on his or her
salary determination, in the case of executive officers, it is of
relatively modest consequence. Nor is corporate financial performance a
material factor in setting executive salaries. The Company regards
salaries as a base for compensation and relies on the annual bonus and
long-term incentive compensation to reward fairly and to provide an
incentive for excellence of service and loyalty.
Bonuses, in cash or a combination of cash and restricted stock, are
awarded shortly after the close of each year to selected managerial
personnel based upon the Company's financial performance and the
executives' individual performance and contributions in that year. In
the case of bonus participants below the level of executive officer,
allocations are made on predetermined formulae, which vary among the
Company's divisions, designed to reflect primarily the contribution to
the Company's profits for that year by the division or other unit of
which the participant is a member. The primary factor considered is the
relative profitability of the division or unit of the Company's
operations for which the manager is responsible. This factor generally
accounts for approximately 60% of the award. Another approximately 20%
of the award is based on other measures of improvements in the
operations of the division or unit (such as productivity, product
quality, new product development and increased market share). The
remaining approximately 20% of the award is based on the executive's
individual achievement of specific objectives or goals. Such goals are
set early in each year in consultation with the senior officer to whom
the executive reports, and generally relate to specific profitability,
sales, product quality or productivity standards which are objectively
measurable. However, bonus awards are made to executive officers based
on a subjective evaluation and determination by the Compensation
Committee in consultation with the Chief Executive Officer. A principal
consideration is the relative profitability in the preceding year of the
Company and any division or other unit for which an executive officer
has responsibility, but factors other than corporate financial
performance may be given equal or even greater weight in individual
cases. These include consideration of the accomplishment of operational
missions such as expansion of product lines or market shares or
geographical or industry penetration, new product development,
improvements in efficiency of operations, accomplishment of
strategically significant corporate acquisitions and other matters. Many
of these corporate missions or objectives are identified in the
preceding year, but others develop during the course of time, responding
to often unanticipated outside influences which affect the Company's
business. Accordingly, the Committee does not measure performance
against preset goals in the case of bonus awards to executive officers.
No executive is assured of any minimum bonus and the Committee has not
fixed any maximum limit for bonus awards to executive officers.
Long-term incentive compensation consisting of awards of stock options
and restricted stock under the Company's Stock Compensation Plans are
intended to reward exceptional individual performance and to create a
direct link between executive compensation and shareholder returns.
Awards to specific executives are not based on any preset formula, but
reflect the Compensation Committee's subjective perception of such
executives' individual contributions to the Company's successful
performance in the preceding year.
5
<PAGE> 8
Applying these policies to the compensation of Mr. Black, the Chief
Executive Officer, the Compensation Committee recommended and the board approved
in early 1993 an increase of his base salary for that year to $390,000, an
increase of 4% over his salary for the prior year. This brought his salary to
approximately the midpoint of salary ranges of chief executive officers as
reported by the comparable surveyed companies mentioned above. In early 1994 Mr.
Black was awarded a bonus of $85,000 based on consideration of the Company's
growth in earnings per share over prior years particularly in the context of a
diminished economy in many of the industry and geographic markets in which the
Company serves. No long-term incentive compensation has been granted to Mr.
Black since 1991.
DONALD BECKMAN PALMER E. RETZLAFF JAMES W. STRATTON
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Company include in this proxy statement a
line-graph presentation comparing cumulative, five-year shareholder returns
(assuming reinvestment of dividends) on an indexed basis with the S&P 500 Stock
Index and either a nationally recognized industry standard or an index of peer
companies selected by the Company. The Company has approved the use of the Amex
Market Value Index and the Amex Industrial Index -- Capital Goods for purposes
of this performance comparison. The Amex Capital Goods Index was selected
because it consists of companies, including the Company, involved primarily in
manufacturing products used to make other products. The index consists of 74
companies selected by the American Stock Exchange ("Amex") from among all the
Amex listed companies based on the similarity of business.
MARKET PERFORMANCE
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(a)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD AMEX MARKET PEER GROUP
(FISCAL YEAR COVERED) TELEFLEX S&P 500 VALUE INDEX
<S> <C> <C> <C> <C>
1988 100 100 100 100
1989 108 132 124 125
1990 115 128 101 104
1991 175 166 129 126
1992 167 179 130 128
1993 202 197 156 158
</TABLE>
(a) Assumes $100 invested on January 1, 1988 in Teleflex common stock, S&P 500
Index, Amex Market Value Index and Amex Capital Goods Index using a fiscal
year ending December 31 in all cases.
6
<PAGE> 9
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the fiscal years ended December 29,
1991, December 27, 1992, and December 26, 1993, respectively, certain
compensation information with respect to the Company's: (a) Chief Executive
Officer; and (b) each of the four other most highly compensated executive
officers, based on the salary and bonus earned by such executive officers during
fiscal year 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
Annual Compensation ---------------------
Name and Principal ---------------------- Restricted All Other
Position Year Salary Bonus Stock(a) Options Compensation(b)
- ------------------------- ------ --------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Lennox K. Black 1993 $ 390,000 $ 85,000 -- -- $ 37,437
Chairman, Chief 1992 $ 375,000 $ 75,000 -- -- $ 23,908
Executive Officer 1991 $ 365,000 $ 5,000 $ 43,000 --
and Director
David S. Boyer 1993 $ 260,000 $ 80,000 -- -- $ 4,583
President and 1992 $ 250,000 $ 70,000 -- -- $ 2,974
Director 1991 $ 240,000 $ 5,000 $ 43,000 --
John J. Sickler 1993 $ 227,000 $ 60,000 -- -- $ 1,858
President -- 1992 $ 220,000 $ 50,000 -- -- $ 1,709
TFX Equities, Inc. 1991 $ 185,000 5,000 $ 43,000 --
Roy C. Carriker 1993 $ 218,000 $ 60,000 -- -- $ 4,497
President -- Teleflex 1992 $ 210,000 $ 40,000 -- -- $ 4,236
Aerospace Products 1991 $ 195,000 $ 5,000 $ 43,000 --
and Services Group
Richard A. Woodfield 1993 $ 205,000 $ 30,000 -- -- $ 1,665
President -- Teleflex 1992 $ 160,000 $ 50,000 -- -- $ 327
Medical Products 1991 $ 13,333 -- -- $ 20,000
Group
</TABLE>
- ---------------
(a) Restricted share awards under the Company's 1990 Stock Compensation Plan
were made to the named executives in lieu of additional cash bonus on March
9, 1992 for fiscal year 1991 as follows: Messrs. Black, Boyer, Sickler and
Dr. Carriker, 1,178. All restricted shares vest one year from the date of
award conditioned on continued employment with the Company and at the end of
fiscal year 1993 all restricted shares previously awarded had vested and
been released free of restrictions to the named executives. Dividends are
payable on all restricted shares awarded to the same extent paid on the
Company's common stock generally.
(b) Under the applicable rules of the Securities and Exchange Commission,
information for fiscal years prior to fiscal year 1992 need not be reported
in this column. The information reported includes the following for fiscal
year 1993: (i) the dollar value of split dollar life insurance premiums paid
for the benefit of each of the named executives as follows: Mr. Black,
$37,437; Mr. Boyer, $2,334; Mr. Sickler, $1,858; Dr. Carriker, $2,248; Mr.
Woodfield, $345; (ii) contributions to the Company's Voluntary Investment
Plan on behalf of the named executives to match 1993 pre-tax elective
deferral contributions under sec.401(k) of the Internal Revenue Code made to
such plan as follows: Mr. Boyer, $2,249; Dr. Carriker, $2,249; Mr.
Woodfield, $1,320.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executives, concerning the exercise of stock options during the last fiscal year
ending December 26, 1993, and unexercised options held as of the end of the
fiscal year:
7
<PAGE> 10
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES TABLE
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-money
Options at FY-End Options at FY-End(a)
Shares Acquired ----------------------------- -----------------------------
Name on Exercise Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Lennox K. Black........ -- 127,500 -- $ 2,046,525 --
David S. Boyer......... -- 51,000 24,000 $ 883,513 $ 364,992
John J. Sickler........ -- 42,000 21,000 $ 713,990 $ 319,368
Roy C. Carriker........ -- 42,000 21,000 $ 713,990 $ 319,368
Richard A. Woodfield... -- 11,000 12,000 $ 85,125 $ 58,500
</TABLE>
(a) Market value of underlying securities at year-end, minus the exercise price.
PENSION PLANS
Under the Company's Salaried Employees' Pension Plan, a qualified defined
benefit pension plan, as well as non-qualified supplemental pension plans that
provide benefits that would otherwise be denied participants by reason of
certain Internal Revenue Code limitations on qualified plan benefits, a
participant accumulates units of annual pension benefit for each year of
service. For each of the first 35 years of service, a participant's unit is
equal to 1.375% of his annual plan compensation up to $10,560, plus 2.0% of such
compensation in excess of $10,560. For each year of service in excess of 35, a
participant's unit is equal to 1.833% of his annual plan compensation. A
participant's annual plan compensation for any plan year (July 1 to June 30) is
his or her base salary (as reported in the Summary Compensation Table) on the
May 1 immediately preceding the beginning of the plan year. The estimated annual
benefits payable as a life annuity with five years certain (assuming no future
increase in base salary) upon retirement at normal retirement age (65) for each
of the named executives is: Mr. Black, $119,063; Mr. Boyer, $118,296; Mr.
Sickler, $98,988; Dr. Carriker, $75,384; Mr. Woodfield, $60,948.
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE-OF-CONTROL
ARRANGEMENTS
In connection with the Company's long-term plans for orderly management
succession, Mr. Black has announced his intention to retire as Chief Executive
Officer, at the Annual Meeting of Stockholders in April, 1995. When a successor
CEO has taken office, Mr. Black will continue to serve the Company on a full
time basis until December 31, 1998, unless he elects to retire earlier.
Thereafter he may serve on a reduced-time consulting basis until December 31,
2005. The agreement provides that during the period of his full time service his
salary will not be less than $350,000, and while serving as a consultant his
annual compensation will be at least 75% of his last full time service salary
but not less than $300,000 for the first five years and $200,000 thereafter, all
subject to adjustment for inflation. Mr. Black's agreement also provides for
death and disability benefits and compensation continuation for up to two years
in case of termination of employment under certain circumstances. Mr. Black is
entitled to receive deferred compensation following his retirement or other
termination of his employment at the annual rate of $100,000 for fifteen years.
The Company has purchased insurance on Mr. Black's life which will provide the
Company with funds at least equal to the amount of such deferred compensation
which may be payable to him. In the event of termination of Mr. Black's
employment, other life insurance which the Company is providing to him as an
employment benefit will be continued for a period of ten years following such
termination.
8
<PAGE> 11
DIRECTOR COMPENSATION
Directors of the Company who are also employees of the Company or any of
its subsidiaries receive no additional compensation for their services as
directors. In 1993, directors of the Company who were not also employees of the
Company or any of its subsidiaries were paid an annual fee of $15,000, plus
expenses. In addition, these outside directors, on their election to the board,
received a restricted stock award of the number of shares of the Company's
common stock which had a fair market value of $5,000 multiplied by the number of
years remaining in the term for which elected as a director. A director who
fails to complete the full term to which elected, forfeits the shares that were
awarded.
RATIFICATION OF APPOINTMENT OF AUDITORS
The selection of auditors by the Board of Directors will be presented to
the stockholders for ratification or rejection at the Annual Meeting. The Audit
Committee has recommended and the board has, subject to stockholder
ratification, appointed Price Waterhouse to examine and report on the financial
statements of the Company for its fiscal year ending December 25, 1994. Price
Waterhouse (the "Firm") has audited the Company's books for more than 30 years
and has served as its independent accountants for 1993. The Firm has offices in
or near most of the places in the United States and foreign countries where the
Company operates.
Before making its recommendation for appointment to the entire board, the
Audit Committee carefully considered the qualifications for auditors of the
Company. In the case of Price Waterhouse, this consideration included a review
of its performance in prior years, as well as its reputation for integrity and
for competence in the fields of accounting and auditing. The Audit Committee has
expressed its satisfaction with the Firm in all respects.
A representative of the Firm is expected to be present at the Annual
Meeting and will be available to respond to appropriate questions. The
representative will also have the opportunity to make a statement if he or she
desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSAL TO RATIFY ITS SELECTION OF PRICE WATERHOUSE AS THE AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 25, 1994.
OTHER MATTERS
The Board of Directors does not know of any other matters which may be
presented at the Annual Meeting but if other matters do properly come before the
meeting, it is intended that the persons named in the proxy will vote according
to their best judgment.
Stockholders are requested to date, sign and return the enclosed proxy in
the enclosed envelope, to which no postage need be affixed if mailed in the
United States or Canada. If you attend the Annual Meeting, you may revoke your
proxy at that time and vote in person if you so desire. Otherwise, your proxy
will be voted for you.
ANY PROPOSALS SUBMITTED BY STOCKHOLDERS FOR INCLUSION IN THE COMPANY'S
PROXY STATEMENT AND PROXY FOR THE 1995 ANNUAL MEETING OF STOCKHOLDERS OF THE
COMPANY MUST BE RECEIVED BY THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES NO
LATER THAN NOVEMBER 25, 1994, AND MUST COMPLY IN ALL OTHER RESPECTS WITH
APPLICABLE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION
RELATING TO SUCH INCLUSION.
By Order of the Board of Directors,
STEVEN K. CHANCE, Secretary
9
<PAGE> 12
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS NOMINEES: David S. Boyer, Sigismundus
W.W. Lubsen and Palmer E. Retzlaff
FOR all nominees WITHHOLD
listed to the right AUTHORITY (INSTRUCTION: To withhold authority to vote
(except as marked to vote for all for any individual nominee, write
to the contrary) nominees listed that nominee's name in the space
to the right provided below.)
/ / / / -------------------------------------------------------------------
2. Ratification of the appointment of Price 3. In their discretion, the Proxies are authorized
Waterhouse as independent public to vote upon such other business as may
accountants for the Company for the year 1994. properly come before the meeting.
FOR AGAINST ABSTAIN
/ / / / / / Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated: ----------------------------------------------------- , 1994
-------------------------------------------------------------------
(Signature)
-------------------------------------------------------------------
(Signature if held jointly)
"PLEASE MARK INSIDE BLUE BOXES SO THAT
DATA PROCESSING EQUIPMENT WILL PLEASE SIGN, DATE, AND RETURN THE PROXY CARD
RECORD YOUR VOTES" PROMPTLY USING THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------------------------------------------------------
| FOLD AND DETACH HERE |
</TABLE>
ANNUAL MEETING
OF
TELEFLEX INCORPORATED STOCKHOLDERS
FRIDAY, APRIL 29, 1994
11:00 A.M.
THE BALLROOM
VALLEY FORGE HILTON HOTEL
KING OF PRUSSIA, PA
AGENDA
. Election of Directors
. Ratification of the appointment of independent public accountants
. Report on the progress of the corporation
. Discussion on matters of current interest
. Informal discussion among shareowners in attendance
<PAGE> 13
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TELEFLEX INCORPORATED
The undersigned hereby appoints Donald Beckman and John H. Remer proxies,
each with power to act without the other and with power of substitution, and
hereby authorizes them to represent and vote, as designated on the other side,
all the shares of stock of Teleflex Incorporated standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Annual Meeting of Stockholders of the Company to be held April 29, 1994 or
any adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- ------------------------------------------------------------------------------
| FOLD AND DETACH HERE |
ANNUAL
MEETING OF
STOCKHOLDERS
TELEFLEX INCORPORATED APRIL 29, 1994, 11:00 A.M.
THE BALLROOM
VALLEY FORGE HILTON HOTEL
251 DEKALB PIKE, ROUTE 202
KING OF PRUSSIA, PA
<PAGE> 14
EDGAR NOTICE
The Total Return on Investment table on the sixth EDGAR page of this document
is presented in the printed version of this document by a line graph.
