<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Teradyne, Inc.
(Name of Registrant as Specified In Its Charter)
Teradyne, Inc.
(Name of Person(s) Filing Proxy Statement)
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(j)(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 transaction 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:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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: $125
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
TERADYNE, INC.
321 HARRISON AVENUE
BOSTON, MASSACHUSETTS 02118
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- -------------------------------------------------------------------------------
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Teradyne, Inc., a Massachusetts
corporation (the "Corporation"), will be held on Wednesday, May 24, 1995, at
10:00 A.M., at The First National Bank of Boston, 100 Federal Street (First
Floor), Boston, Massachusetts, for the following purposes:
1. To elect three members to the Board of Directors to serve for a
three-year term as Class III Directors.
2. To approve a proposal to amend the Corporation's Restated Articles
of Organization to authorize an increase in the authorized Common Stock,
par value $.125 per share, of the Corporation from 75,000,000 to
125,000,000 shares.
3. To ratify the selection of the firm of Coopers & Lybrand L.L.P. as
auditors for the fiscal year ending December 31, 1995.
4. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Shareholders entitled to notice of and to vote at the meeting shall be
determined as of the close of business on April 7, 1995, the record date fixed
by the Board of Directors for such purpose.
By Order of the Board of Directors,
RICHARD J. TESTA, Clerk
April 20, 1995
------------------------
SHAREHOLDERS ARE REQUESTED TO SIGN THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED STAMPED ENVELOPE BY RETURN MAIL.
<PAGE> 3
TERADYNE, INC.
321 HARRISON AVENUE
BOSTON, MASSACHUSETTS 02118
---------------
PROXY STATEMENT
APRIL 20, 1995
Proxies in the form enclosed with this proxy statement ARE SOLICITED BY THE
BOARD OF DIRECTORS OF TERADYNE, INC. (the "Corporation") for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held on May 24, 1995, at
10:00 A.M., at The First National Bank of Boston, 100 Federal Street (First
Floor), Boston, Massachusetts.
Only shareholders of record as of the close of business on April 7, 1995
(the "Record Date"), will be entitled to vote at the Annual Meeting and any
adjournments thereof. As of the Record Date, 37,171,014 shares (excluding
treasury shares) of Common Stock of the Corporation were issued and outstanding.
Each share outstanding as of the Record Date will be entitled to one vote, and
shareholders may vote in person or by proxy. Execution of a proxy will not in
any way affect a shareholder's right to attend the Annual Meeting and vote in
person. Any shareholder delivering a proxy has the right to revoke it only by
written notice to the Clerk delivered at any time before it is exercised,
including at the Annual Meeting.
The persons named as attorneys in the proxies are officers and directors of
the Corporation. All properly executed proxies returned in time to be cast at
the Annual Meeting will be voted. With respect to the election of Directors, any
shareholder submitting a proxy has a right to withhold authority to vote for any
individual nominee by writing that nominee's name in the space provided on the
proxy. The proxies will be voted as stated below under "Election of Directors."
In addition to the election of Directors, the shareholders will consider and
vote upon proposals (i) to amend the Corporation's Restated Articles of
Organization to increase the amount of the Corporation's authorized Common
Stock, par value $.125 per share, from 75,000,000 to 125,000,000 shares and (ii)
to ratify the selection of auditors. Where a choice has been specified on the
proxy with respect to the foregoing matters, the shares represented by the proxy
will be voted in accordance with the specification and will be voted FOR if no
specification is indicated.
A majority in interest of the outstanding shares represented at the meeting
in person or by proxy shall constitute a quorum for the transaction of business.
Votes withheld from any nominee, abstentions and broker "non-votes" are counted
as present or represented for purposes of determining the presence or absence of
a quorum for the meeting. A "non-vote" occurs when a nominee holding shares for
a beneficial owner votes on one proposal, but does not vote on another proposal
because the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner. Directors are elected by a
plurality of the votes cast by shareholders entitled to vote at the meeting. On
all other matters being submitted to shareholders, an affirmative vote of at
least a majority of the shares present, or represented, and entitled to vote at
the meeting is required for approval. An automated system administered by the
Corporation's transfer agent tabulates the votes. The vote on each matter
submitted to shareholders is tabulated separately. Abstentions are included in
the number of shares present or represented and voting on each separate matter.
Broker "non-votes" are not so included.
<PAGE> 4
The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter should be presented at the Annual Meeting
upon which a vote properly may be taken, shares represented by all proxies
received by the Board of Directors will be voted with respect thereto in
accordance with the judgment of the persons named as attorneys in the proxies.
An Annual Report to Shareholders, containing financial statements for the
fiscal year ended December 31, 1994, has been mailed to all shareholders
entitled to vote at the Annual Meeting. This proxy statement and the
accompanying proxy were first mailed to shareholders on or about April 20, 1995.
ELECTION OF DIRECTORS
The Corporation's Board of Directors is divided into three classes. Each
class serves three years, with the terms of office of the respective classes
expiring in successive years. The present term of office for the directors in
Class III expires at the Annual Meeting. The nominees for election as Class III
directors are Messrs. Mulroney, Robbins and Testa, each of whom was elected at
the Annual Meeting of Shareholders held May 28, 1992. If re-elected, the Class
III nominees will hold office until the Annual Meeting of Shareholders to be
held in 1998, and until their successors shall have been elected and shall have
been qualified. Shares represented by all proxies received by the Board of
Directors and not so marked as to withhold authority to vote for any individual
nominee will be voted (unless one or more nominees are unable or unwilling to
serve) for the election of the Class III nominees. The Board of Directors knows
of no reason why any such nominee should be unable or unwilling to serve, but if
such should be the case, proxies will be voted for the election of some other
person or the Board of Directors will fix the number of directors at a lesser
number. Mr. Johnson, currently a Class II director, has informed the Board of
Directors that he will resign from the Board of Directors effective as of May
24, 1995.
The following table sets forth the nominees to be elected at the Annual
Meeting and the other current directors, the year each nominee or director was
first elected a director, the principal occupation of each of the nominees and
directors during the past five years, and the ages of each of the nominees and
directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NOMINEE'S OR DIRECTOR'S NAME AND BUSINESS EXPERIENCE YEAR
AND YEAR NOMINEE OR DIRECTOR DURING THE LAST TERM WILL
FIRST BECAME DIRECTOR FIVE YEARS EXPIRE/CLASS
- -------------------------------------- ---------------------------------- ------------
<S> <C> <C>
Alexander V. d'Arbeloff............... Chairman of the Board of Directors
1960 and President(1) 1996/I
Edwin L. Artzt........................ Director(2) 1996/I
1987
Albert Carnesale...................... Director(3) 1997/II
1993
Daniel S. Gregory..................... Director(4) 1996/I
1977
Dwight H. Hibbard..................... Director(5) 1997/II
1983
Franklin P. Johnson, Jr............... Director(6) 1997/II
1974
John P. Mulroney...................... Director(7) 1995/III
1983
James A. Prestridge................... Executive Vice President(8) 1997/II
1992
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NOMINEE'S OR DIRECTOR'S NAME AND BUSINESS EXPERIENCE YEAR
AND YEAR NOMINEE OR DIRECTOR DURING THE LAST TERM WILL
FIRST BECAME DIRECTOR FIVE YEARS EXPIRE/CLASS
- -------------------------------------- --------------------------------- ------------
<S> <C> <C>
Owen W. Robbins....................... Executive Vice President(9) 1995/III
1992
Richard J. Testa...................... Director, Secretary and Clerk(10) 1995/III
1973
<FN>
- ---------------
(1) Mr. d'Arbeloff, 67, has been Chairman of the Board of Directors since 1977,
President of the Corporation since 1971 and a director since 1960. Mr.
d'Arbeloff is also a director of Stratus Computer, Inc., BTU International,
Inc. and PRI Automation, Inc.
(2) Mr. Artzt, 65, has served as Chairman of the Board of Directors and Chief
Executive Officer of the Procter & Gamble Corporation since 1990. Prior to
that time, he served as director, Vice Chairman of the Board of Directors
and President of Procter & Gamble International. Mr. Artzt is also a
director of GTE Corporation, Delta Air Lines, Inc. and the American Express
Company.
(3) Mr. Carnesale, 58, has served as the Dean of the John F. Kennedy School of
Government since 1991 and has served as Provost of Harvard University since
July 1994. Mr. Carnesale has served as Professor of Public Policy at the
John F. Kennedy School of Government since 1974. Mr. Carnesale is also a
director of Environment Corp.
(4) Since January 1992, Mr. Gregory, 66, has been a General Partner of various
Greylock partnerships. From January 1991 to January 1992, Mr. Gregory
served as the Secretary of the Executive Office of Economic Affairs for the
Commonwealth of Massachusetts. Prior to January 1991, Mr. Gregory served as
Chairman of Greylock Management Corporation.
(5) Mr. Hibbard, 71, Chairman of Cincinnati Bell Inc., served as Chief
Executive Officer and Chairman of Cincinnati Bell Inc. from 1984 to October
1993.
(6) Mr. Johnson, 66, has been a venture capitalist since 1962 and a General
Partner of Asset Management Partners, a venture capital limited partnership
since 1984. He is also a director of AmGen, Inc., Boole and Babbage, Inc.,
Tandem Computers Incorporated, IDEC Pharmaceuticals Corporation and Trinzic
Corp. Mr. Johnson, currently a Class II director, has informed the Board of
Directors that he will resign from the Board of Directors effective as of
May 24, 1995.
(7) Mr. Mulroney, 59, has served as Chief Operating Officer and President of
Rohm & Haas Co. since 1986. He is a director of Rohm & Haas Co. and
Aluminum Co. of America.
(8) Mr. Prestridge, 63, has served as Executive Vice President and director of
the Corporation since 1992. From 1982 to 1992, he served as Vice President
of the Semiconductor Test Group of the Corporation.
(9) Mr. Robbins, 65, has served as Executive Vice President and director of the
Corporation since 1992. From 1977 to 1992, he served as Vice President of
the Corporation.
(10) Mr. Testa, 55, has been a partner at the law firm of Testa, Hurwitz &
Thibeault since 1973. Testa, Hurwitz & Thibeault serves as general counsel
to the Corporation.
</TABLE>
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors of the Corporation met four times and took action by
unanimous written consent one time during the fiscal year ended December 31,
1994. The Audit and Finance Committee, which oversees the accounting and
financial functions of the Corporation, including matters relating to the
appointment and
3
<PAGE> 6
activities of the Corporation's independent auditors, met three times during
1994. Messrs. Carnesale, Gregory and Mulroney are currently members of the Audit
and Finance Committee. The Management Compensation and Development Committee
(the "Compensation Committee"), which determines the compensation of the
Corporation's executive officers and administers the Corporation's stock option
and certain other benefit plans, met three times during 1994. Messrs. Artzt,
Hibbard, Johnson and Testa are currently members of the Compensation Committee.
The Board Composition and Agenda Committee, which acts, in part, as the
Corporation's nominating committee, and is responsible for recommending
individuals to be nominated for election to the Board of Directors and
recommending the time, location and agenda of the meetings of the Board of
Directors, did not meet during 1994. Messrs. Artzt, d'Arbeloff, Mulroney and
Prestridge are currently members of the Board Composition and Agenda Committee.
Shareholders wishing to suggest nominees for election to the Board of Directors
should direct such suggestions to the Clerk of the Corporation at the
Corporation's principal address in accordance with the nomination procedure set
forth in the Corporation's By-Laws. All directors attended at least 75% of the
aggregate of the total number of meetings of the Board of Directors and the
total number of meetings of all committees of the Board on which they served,
except for Mr. Artzt.
DIRECTOR COMPENSATION
All non-employee directors are compensated at the rate of $15,000 per year
and $1,500 per meeting attended, plus reimbursement of reasonable expenses. The
per meeting compensation of non-employee directors was increased from $1,000 per
meeting to $1,500 per meeting in August 1994. Directors who are employees of the
Corporation receive no compensation in their capacity as a director. See also
"1987 Non-Employee Director Stock Option Plan."
1987 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The 1987 Non-Employee Director Stock Option Plan (the "1987 Plan") was
adopted by the Board of Directors of the Corporation on March 12, 1987 and
approved by the shareholders on May 8, 1987. The 1987 Plan is administered by
the Compensation Committee. However, the time of grant, number of shares
granted, exercise price and vesting schedule are established by the terms of the
1987 Plan and are not subject to the discretion of the Compensation Committee or
any person. Only non-employee directors may participate in the 1987 Plan.
Under the 1987 Plan, all new non-employee directors elected after January
1, 1992 receive an automatic grant of an option to purchase 10,000 shares of
Common Stock. An additional annual grant of 5,000 shares is automatically made
to each non-employee director on the date of the first meeting of the Board of
Directors in each year. All options are non-statutory stock options, have an
exercise price equal to the fair market value on the date of grant, vest
annually at the rate of 25% and have a term of five years. Unless terminated
sooner, the 1987 Plan will terminate on March 12, 1997.
The 1987 Plan authorizes the issuance of a maximum of 400,000 shares of
Common Stock, subject to adjustment for capital changes. On December 31, 1994,
options to purchase 168,750 shares of the Corporation's Common Stock under the
1987 Plan were outstanding at a weighted average exercise price of $17.46.
4
<PAGE> 7
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 7, 1995 information relating to
the beneficial ownership of the Corporation's Common Stock by each Director,
each executive officer named in the Summary Compensation Table on page 8, and by
all directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF
NAME OWNERSHIP(1)(2) CLASS
---- --------------- ----------
<S> <C> <C>
Alexander V. d'Arbeloff+............................ 1,147,286(3) 3.1%
George V. d'Arbeloff+............................... 18,186 *
Edwin L. Artzt...................................... 16,375 *
Albert Carnesale.................................... 3,950 *
Daniel S. Gregory................................... 14,648 *
Dwight H. Hibbard................................... 12,700(4) *
Franklin P. Johnson, Jr............................. 44,100(5) *
John P. Mulroney.................................... 16,165 *
James A. Prestridge................................. 68,154(6) *
Owen W. Robbins..................................... 77,020 *
George W. Chamillard................................ 51,430 *
Richard J. Testa.................................... 7,250 *
All executive officers and directors as a
group (19 persons)(7)............................. 1,708,233 4.5%
</TABLE>
[FN]
- ---------------
* less than 1%
+ Mr. Alexander d'Arbeloff and Mr. George d'Arbeloff are brothers.
(1) Unless otherwise indicated, the named person possesses sole voting and
dispositive power with respect to the shares.
(2) Includes shares of Common Stock which have not been issued but which are
subject to options which either are presently exercisable or will
become exercisable within 60 days, as follows: Mr. Alexander d'Arbeloff,
98,000 shares; Mr. George d'Arbeloff, 7,600 shares; Mr. Prestridge,
34,600 shares; Mr. Robbins, 44,600 shares; Mr. Chamillard, 37,200
shares; each non-employee director of the Corporation (except Mr.
Carnesale, Mr. Gregory and Mr. Testa), 12,500 shares; Mr. Carnesale
3,750 shares; Mr. Gregory, 7,500 shares; Mr. Testa, 1,250 shares;
all directors and executive officers as a group, 466,000 shares.
(3) Includes 67,404 shares of Common Stock held by Mr. d'Arbeloff's wife
and 5,600 shares of Common Stock held in trust for the benefit of
Mr. d'Arbeloff's children, as to all of which shares Mr. d'Arbeloff
disclaims beneficial ownership. Also includes 75,000 shares owned by
The d'Arbeloff Foundation, a private charitable foundation of which Mr.
d'Arbeloff is the founder and a co-trustee, as to all of which shares
Mr. d'Arbeloff disclaims beneficial ownership.
(4) Includes 100 shares of Common Stock held by Mr. Hibbard's wife, as to
all of which shares Mr. Hibbard disclaims beneficial ownership.
(5) Includes 8,000 shares of Common Stock held in trust for the benefit of
Mr. Johnson's wife and children, as to all of which shares Mr. Johnson
disclaims beneficial ownership.
5
<PAGE> 8
(6) Includes 28,554 shares of Common Stock held in a living trust for the
benefit of Mr. Prestridge and his wife.
(7) The group is comprised of the individuals named in the Summary
Compensation Table on page 8, the remaining executive officers of the
Corporation, and those persons who were directors of the Corporation on
April 7, 1995. Includes 466,000 shares which the directors and
executive officers as a group have the right to acquire by exercise of
stock options granted under the Corporation's stock plans. In addition,
includes 84,104 shares held by family members of executive officers and
directors, as to which shares the applicable officer or director
disclaims beneficial ownership.
Based on a review of the forms and written representations received by the
Corporation pursuant to Section 16(a) of the Securities Exchange Act of 1934,
the Corporation believes that during the fiscal year January 1, 1994 through
December 31, 1994, the directors and executive officers complied with all
applicable Section 16 filing requirements.
Listed below are certain persons who to the knowledge of the Corporation
own beneficially, as of the dates indicated below, more than five percent of the
Corporation's Common Stock outstanding at such dates.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL HOLDER OF OWNERSHIP CLASS
-------------------- ------------------ -----------
<S> <C> <C>
AIM Management Group Inc...................... 2,186,300(1) 5.9%
P.O. Box 4333
Houston, Texas
FMR Corp...................................... 4,337,300(2) 11.8%
82 Devonshire Street
Boston, Massachusetts
Norwest Corporation........................... 2,253,425(3) 6.1%
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota
</TABLE>
[FN]
- ---------------
(1) According to Schedule 13G dated February 3, 1995. As of such date, AIM
Management Group Inc. had shared voting power as to 2,186,300 shares and
shared dispositive power as to 2,186,300 shares with its wholly owned
subsidiaries, AIM Advisors, Inc. ("AIM Advisors") and AIM Capital Management
Inc. ("AIM Capital"). This number includes 758,800 shares beneficially owned
by AIM Advisors as a result of its serving as investment advisor to various
investment companies registered under Section 8 of the Investment Company
Act of 1940 (the "1940 Act"); 1,425,000 shares beneficially owned by AIM
Advisors and AIM Capital as a result of their serving as investment advisor
and subadvisor, respectively, to investment companies registered under
Section 8 of the 1940 Act; and 2,500 shares beneficially owned by AIM
Capital as a result of its serving as investment manager for various private
investment accounts. AIM Management Group Inc. has shared voting and
dispositive power with respect to all the shares it beneficially owns.
(2) According to Schedule 13G dated February 14, 1995. As of such date, FMR
Corp. beneficially owned 4,337,300 shares of the Common Stock of the
Corporation. This number includes 4,208,700 shares beneficially owned by
Fidelity Management & Research Company ("Fidelity Management"), as a result
of its serving as investment advisor to various investment companies
registered under Section 8 of the Investment Company Act of 1940 and as
investment adviser to certain other funds which are generally offered to
limited groups of investors; 24,300 shares beneficially owned by Fidelity
Management Trust Company, as a result of its serving as trustee or managing
agent for various private investment accounts, primarily employee benefit
plans, and as investment adviser to certain other funds which are generally
6
<PAGE> 9
offered to limited groups of investors; and 104,300 shares beneficially
owned by Fidelity International Limited, as a result of its serving as
investment adviser to various non-U.S. investment companies. The ownership
of one investment company, Fidelity Magellan Fund, amounted to 3,604,700
shares of the Common Stock of the Corporation. Edward C. Johnson 3d and FMR
Corp., through control of Fidelity Management, each has sole power to
dispose of 4,208,700 shares of the Common Stock of the Corporation. FMR
Corp. has sole voting power with respect to 128,600 shares and sole
dispositive power with respect to 4,337,300 shares. Fidelity International
Limited has sole voting and dispositive power with respect to all the shares
it beneficially owns.
(3) According to Schedule 13G dated January 31, 1995. As of such date, Norwest
Corporation ("Norwest") had sole voting power as to 2,113,325 shares, shared
voting power as to 10,800 shares, sole dispositive power as to 2,252,225
shares and shared dispositive power as to 900 shares. The 2,253,425 shares
beneficially owned by Norwest include 2,218,925 shares beneficially owned by
Norwest Colorado, Inc. through its subsidiaries, of which 2,218,775 shares
are deemed to be beneficially owned by Norwest Bank Colorado, National
Association. Shares held by Norwest and its subsidiaries are held in a
fiduciary capacity. Accordingly, Norwest and its subsidiaries disclaim
beneficial ownership of such shares.
7
<PAGE> 10
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation
received by the Chief Executive Officer and the four other most highly
compensated executive officers of the Corporation for the three fiscal years
most currently ended.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS(3)
----------------
ANNUAL COMPENSATION SECURITIES
NAME AND -------------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) OPTIONS/SARS(#) COMPENSATION
- ---------------------------------------- ----- -------- -------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Alexander V. d'Arbeloff................. 1994 $294,546 $378,593 40,000 $30,151
Chairman of the 1993 288,768 289,665 45,000 10,047
Board of Directors 1992 288,768 258,491 40,000 6,866
and President
Owen W. Robbins......................... 1994 211,512 214,690 30,000 19,353
Executive Vice 1993 207,360 163,381 34,000 10,047
President 1992 207,360 145,183 25,000 6,866
James A. Prestridge..................... 1994 211,512 214,690 30,000 19,105
Executive Vice 1993 201,360 158,652 34,000 10,047
President 1992 201,360 148,911 25,000 6,866
George W. Chamillard.................... 1994 182,790 179,535 30,000 14,354
Executive Vice 1993 167,580 95,228 30,000 10,047
President 1992 163,590 84,653 16,000 6,719
George V. d'Arbeloff.................... 1994 175,818 142,436 22,000 15,022
Vice President 1993 172,368 115,240 25,000 6,386
1992 165,984 102,987 16,000 --
</TABLE>
[FN]
- ---------------
(1) The amounts in the "Salary" column represent the annual base salary for each
of the named officers, which is paid monthly.
(2) The amounts in the "Bonus" column represent the Variable Compensation earned
in 1994 pursuant to the Corporation's Cash Compensation Plan and Cash Profit
Sharing Plan.
(3) The named executive officers have not as of December 31, 1994 received from
the Corporation any grants of restricted stock as compensation.
(4) The amounts in the "All Other Compensation" column represent the matching
contributions that the Corporation makes to the Savings Plan and
Supplemental Savings Plan.
8
<PAGE> 11
The following table provides information with respect to stock option
grants by the Corporation to the named executive officers in 1994. The
Corporation did not grant any stock appreciation rights to the named executive
officers in 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
PERCENTAGE OF ANNUAL RATES OF STOCK
NUMBER OF TOTAL OPTIONS PRICE APPRECIATION
SECURITIES GRANTED TO OVER THE OPTION TERM
UNDERLYING EMPLOYEES EXERCISE (2)
OPTIONS IN FISCAL PRICE EXPIRATION ---------------------
NAME GRANTED(1) YEAR ($/SHARE) DATE 5% 10%
- ---- ----------- -------------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Alexander V. d'Arbeloff..... 40,000 4.36% $25.75 8/03/99 $284,570 $628,825
Owen W. Robbins............. 30,000 3.27% $25.75 8/03/99 $213,427 $471,618
James A. Prestridge......... 30,000 3.27% $25.75 8/03/99 $213,427 $471,618
George W. Chamillard........ 30,000 3.27% $25.75 8/03/99 $213,427 $471,618
George V. d'Arbeloff........ 22,000 2.40% $25.75 8/03/99 $156,513 $345,853
</TABLE>
[FN]
- ---------------
(1) Stock options were granted under the Corporation's 1991 Plan at an exercise
price equal to the fair market value of the Corporation's Common Stock on
the date of grant. The options have a term of five years from the date of
grant. The options become exercisable as follows: 20% on the date of grant
and, following the first year of grant, 20% on an annual basis.
(2) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation (5% and 10%) of
the Corporation's Common Stock over the term of the options. These numbers
are calculated based on rules promulgated by the Securities and Exchange
Commission and do not reflect the Corporation's estimate of future stock
price increases. Actual gains, if any, on stock option exercises and Common
Stock holdings are dependent on the timing of such exercise and the future
performance of the Corporation's Common Stock. There can be no assurance
that the rates of appreciation assumed in this table can be achieved or that
the amounts reflected will be received by the individuals.
The following table provides information on stock option exercises in
fiscal 1994 by the named executive officers and the value of such officers'
unexercised options at December 31, 1994.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES
ACQUIRED NUMBER OF SECURITIES
UPON UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTION OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
EXERCISE DECEMBER 31, 1994 DECEMBER 31, 1994
DURING VALUE --------------------------- ---------------------------
NAME 1994 REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alexander V. d'Arbeloff....... 0 $ 0 117,000 83,000 $ 2,447,125 $ 1,156,625
Owen W. Robbins............... 42,000 $867,350 34,600 59,400 $ 506,900 $ 810,350
James A. Prestridge........... 22,000 $476,750 44,600 59,400 $ 776,900 $ 810,350
George W. Chamillard.......... 20,000 $384,200 36,400 51,600 $ 622,150 $ 665,150
George V. d'Arbeloff.......... 6,400 $120,400 24,000 42,200 $ 349,400 $ 567,125
</TABLE>
9
<PAGE> 12
RETIREMENT BENEFITS
The Corporation has established a Retirement Plan for the purpose of
providing a lifetime annual income upon retirement to substantially all
employees, including officers, of the Corporation and its United States
subsidiaries. Membership in the Retirement Plan begins after one year of
employment with the Corporation. The Retirement Plan provides for credit toward
retirement income for years of employment with the Corporation prior to January
1, 1994 based upon a formula tied to average compensation from 1989 to 1993. For
years of service after December 31, 1993, credit towards retirement income is
determined on a yearly basis and is equal to the sum for each year of credited
service under the Retirement Plan of (1) .75% of the employee's compensation for
the year which is under the defined covered compensation for the year and (2)
1.5% of the amount of the employee's compensation for the year that exceeds the
covered compensation for the year. The covered compensation under the Retirement
Plan is based on the average of the social security wage basis in effect during
the thirty-five years up to and including normal retirement age. However,
federal tax law limitations on the total amount of benefits which a participant
may receive under qualified retirement plans may limit some participants'
benefits under the Retirement Plan.
Under the Retirement Plan, for participants employed by the Corporation on
or after January 1, 1989, accumulated annual retirement income vests partially
after three years of service with the Corporation and becomes fully vested after
seven years of service or upon normal, early or disability retirement. Benefits
are payable in the form of an annuity either at normal retirement age, upon
early retirement or upon disability. The Retirement Plan also provides for
certain benefits to a surviving spouse.
The Corporation also maintains the Teradyne, Inc. Supplemental Executive
Retirement Plan (the "SERP"). Under the SERP, annual pensions for Messrs.
Alexander d'Arbeloff, Robbins, Prestridge, George d'Arbeloff, Chamillard and
other senior managers are computed based on model compensation. See discussion
of model compensation under Management and Compensation Development Committee
Report. The pension formula is identical to that of the qualified plan, except
an employee's annual pension is based on the average of the employee's last five
years of model compensation. The resulting benefit is reduced by the benefit
received from the qualified Retirement Plan.
10
<PAGE> 13
The following table shows the estimated annual benefits payable to covered
participants in the United States upon retirement at age 65 under both the
Retirement Plan and the SERP. The amounts shown are computed on a single life
annuity basis and are not subject to deductions for Social Security benefits or
other amounts. Remuneration for purposes of the table is based upon an
employee's average model compensation for the five year period preceding
retirement.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$50,000............................. $ 5,600 $ 8,500 $ 11,300 $ 14,100 $ 17,000 $ 19,800
100,000............................. 13,100 19,700 26,300 32,900 39,500 46,100
150,000............................. 20,600 31,000 41,300 51,600 62,000 72,300
200,000............................. 28,100 42,200 56,300 70,400 84,500 98,600
250,000............................. 35,600 53,500 71,300 89,100 107,000 124,800
300,000............................. 43,100 64,700 86,300 107,900 129,500 151,100
350,000............................. 50,600 76,000 101,300 126,600 152,000 177,300
400,000............................. 58,100 87,200 116,300 145,400 174,500 203,600
450,000............................. 65,600 98,500 131,300 164,100 197,000 229,800
500,000............................. 73,100 109,700 146,300 182,900 219,500 256,100
550,000............................. 80,600 121,000 161,300 201,600 242,000 282,300
600,000............................. 88,100 132,200 176,300 220,400 264,500 308,600
650,000............................. 95,600 143,500 191,300 239,100 287,000 334,800
700,000............................. 103,100 154,700 206,300 257,900 309,500 361,100
750,000............................. 110,600 166,000 221,300 276,600 332,000 387,300
</TABLE>
The executive officers named in the Summary Compensation Table have been
credited as of January 1, 1995 with the following years of service: Mr.
Alexander d'Arbeloff, 34 years; Mr. Robbins, 24 years; Mr. Prestridge, 25 years;
Mr. George d'Arbeloff, 28 years; and Mr. Chamillard, 25 years.
MANAGEMENT COMPENSATION AND DEVELOPMENT COMMITTEE REPORT
OVERVIEW AND PHILOSOPHY
The Corporation's executive compensation program is administered by the
Management Compensation and Development Committee of the Board of Directors (the
"Compensation Committee"), which is composed entirely of non-employee directors.
The Compensation Committee is responsible for developing and making
recommendations to the Board of Directors with respect to the Corporation's
compensation policies. In addition, the Compensation Committee, pursuant to
authority delegated by the Board of Directors, determines on an annual basis the
compensation to be paid and stock option awards to be made to each of the
executive officers.
The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that assist the Corporation in
attracting and retaining qualified executives. In setting compensation levels
for executive officers, the Compensation Committee takes into account such
factors as: the Corporation's past history and future expectations; the general
and industry-specific business environment; annual and long-term performance
goals; and corporate and group performance.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Corporation's executive officer compensation program consists of
compensation received pursuant to the Corporation's Cash Compensation Plan,
long-term incentive compensation in the form of stock options, Cash Profit
Sharing Plan and various benefits, including medical, savings and retirement
plans generally available to employees of the Corporation.
Under the Corporation's Cash Compensation Plan, the Compensation Committee
assigns to each senior employee of the Corporation, including all executive
officers, at the beginning of each year, a "model
11
<PAGE> 14
compensation" amount. The model compensation amount is based on salary surveys
of similarly sized electronics companies, and on an as adjusted basis, larger
sized companies, some of which are represented in the S&P High Technology
Composite Index appearing in the Performance Graph on page 14 herein. The model
compensation amount is consistent with the Corporation's internal compensation
structure.
Once model compensation for each participant has been determined, the
actual cash compensation paid to each employee under the Cash Compensation Plan
is comprised of two components: (1) a fixed monthly salary and (2) an annual
variable amount based upon overall corporate and group performance (referred to
herein as "Variable Compensation"). The fixed salary amount is set at a level
which is below the model compensation, and the variable portion is based upon
factors which, if achieved, would entitle the employee to reach or exceed model
compensation. The Corporation's goal, however, is to pay each employee his or
her model compensation over time.
The amount of Variable Compensation each participant receives is a function
of four factors:
(A) The employee's base annual salary as of the end of the preceding
year;
(B) Overall corporate performance versus goal;
(C) Performance of the individual business groups versus goal; and
(D) The employee's "variable compensation factor," which is determined
by the Compensation Committee on the basis of responsibility and experience
level.
An employee's "variable compensation factor" is a percentage of his or her
base annual salary starting at 10% for new participants. At greater levels of
responsibility and experience, the variable compensation factor may increase to
more than 100% of base annual salary. An employee's model compensation is set
assuming a 50% payout of the variable compensation factor. Accordingly, in a
given year an employee may achieve more or less than his or her model
compensation depending on corporate and business group performance.
At year end, the Compensation Committee evaluates the Corporation's overall
performance versus goal and each individual group's performance versus goal.
Given the dynamics of the business, the Corporation's Cash Compensation Plan
relies heavily on the Compensation Committee's subjective judgment of
performance.
Specifically for 1994, in determining Variable Compensation payouts, the
Compensation Committee took the following factors into consideration in
evaluating both overall corporate performance and the performance of the
Corporation's individual business groups: (1) the extent to which quantitative
and qualitative plans were met for the year, with a particular emphasis on
profitability, growth of sales, growth of bookings, and increase in market
share; (2) the extent to which each business group became a role model in the
implementation of "Total Quality Management"; (3) the extent to which the
financial results for the year were consistent with the Corporation achieving
its mid-term business plan; and (4) whether each group was in a stronger
strategic position at the end of the year than at the beginning. The
Compensation Committee generally weighs each of the four factors equally in
setting Variable Compensation amounts, although for the last three fiscal years
the Compensation Committee has viewed factor (1) referred to above as the most
important factor in setting Variable Compensation amounts as the Corporation has
put increasing emphasis on profit discipline. The factors are reviewed by the
Compensation Committee based upon the performance of the business group in which
each executive officer serves rather than upon the individual performance of the
executive officer. In 1994, the range of total cash compensation to model
compensation for all executive officers was from 110% of model compensation to
128.5% of model compensation.
The Corporation's stock option program is the Corporation's long-term
incentive plan for employees, including executive officers. The objectives of
the program are to align executive return with shareholder return and to create
and implement a program which will attract and retain talented employees and
executives. Stock options are awarded annually to employees, including the Chief
Executive Officer, based upon an
12
<PAGE> 15
employee's relative contribution and responsibility within the Corporation. The
factors taken into account by the Compensation Committee in determining each
executive officer's relative contribution and responsibility within the
Corporation include: the executive officer's level of model compensation, the
executive officer's position, the responsibilities currently being performed by
the executive officer, and the responsibilities expected to be performed by the
executive officer. The individual factors are reviewed subjectively by the
Compensation Committee when determining stock option awards for each executive
officer. The Corporation conducts surveys of various companies, some of which
appear in the Performance Graph's S&P High Technology Composite Index, to verify
that the relative percentages of stock options granted to its employees, its
Chief Executive Officer and its other executive officers, are consistent with
high technology industry practice, are within the range of stock options granted
by the surveyed companies, and are competitive with the relative percentages of
stock options granted by the surveyed companies.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. d'Arbeloff's cash compensation for 1994 awarded pursuant to the
Corporation's Cash Compensation Plan was $639,168, which is approximately 28.5%
more than Mr. d'Arbeloff's 1994 model compensation of $497,265. Mr. d'Arbeloff's
1994 cash compensation awarded pursuant to the Corporation's Cash Compensation
Plan is a 13.8% increase over his 1993 cash compensation. Mr. d'Arbeloff's fixed
salary amount was $294,546 for 1994 and was set by the Compensation Committee,
in conjunction with his "model compensation" amount, based upon salary surveys
of chief executive officers for similarly sized electronics companies. Mr.
d'Arbeloff's Variable Compensation payout was $344,622 for 1994. Mr.
d'Arbeloff's Variable Compensation payouts are determined based upon the same
factors as the Corporation's other executive officers who have general
responsibilities within the Corporation rather than responsibilities for one
specific business group within the Corporation. Each of such executive officer's
Variable Compensation payout is based 50% upon the performance of the
Corporation as a whole and 50% upon the average of the performances of each of
the individual business groups within the Corporation. Mr. d'Arbeloff also
received cash compensation in the amount of $33,971 in 1994 pursuant to the
Corporation's Cash Profit Sharing Plan. Cash compensation awards under such
plan, which are calculated pursuant to a uniform formula based on a percentage
of the recipient's salary, are generally made to all employees of the
Corporation on an equal basis.
The stock options granted to Mr. d'Arbeloff during fiscal 1994 are
consistent with the design of the overall program and are shown in the Summary
Compensation Table above. Mr. d'Arbeloff's 40,000 shares, which represented
4.36% of the total option shares awarded to all employees during fiscal 1994,
placed him at the median of the external surveys. In assessing Mr. d'Arbeloff's
individual performance for the year for purposes of his stock option awards, the
Compensation Committee concluded that, on balance, Mr. d'Arbeloff had achieved
overall positive results for the individual factors for which he was evaluated.
A general description of these factors is detailed above under the description
of the Corporation's stock option program. Although the aggregate number of
stock options awarded to Mr. d'Arbeloff for fiscal 1994 was less than the
aggregate number of stock options awarded to him for fiscal 1993, Mr.
d'Arbeloff's percentage of the total stock options awarded to all employees of
the Corporation actually increased.
MANAGEMENT COMPENSATION AND
DEVELOPMENT COMMITTEE
Edward L. Artzt
Dwight H. Hibbard
Franklin P. Johnson, Jr.
Richard J. Testa
13
<PAGE> 16
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
Messrs. Artzt, Hibbard, Johnson and Testa comprise the Compensation
Committee. Richard J. Testa is a member of the law firm Testa, Hurwitz &
Thibeault in Boston, Massachusetts. Such law firm served as general counsel for
the Corporation during the fiscal year 1994 and the Corporation expects to
retain the services of such firm for the fiscal year 1995.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 15, 1994, Joseph B. Lassiter, III resigned from his office as a
Vice President of the Corporation. Pursuant to the terms of an agreement, the
Corporation continued to pay Mr. Lassiter as an employee at his 1994 model
compensation rate of $19,076 per month through August 22, 1994, and at the rate
of $1,000 per month thereafter through March 31, 1995. The Corporation also
agreed to continue Mr. Lassiter's eligibility to participate in the
Corporation's health, savings, and pension plans through December 10, 1994.
PERFORMANCE GRAPH (1)(2)
The following graph compares the change in the Corporation's cumulative
total shareholder return in its Common Stock with the Standard & Poor's 500
Index and the Standard & Poor's High Technology Composite Index. The comparison
assumes $100.00 was invested on December 31, 1989 in the Corporation's Common
Stock and in each of the foregoing indices and assumes reinvestment of
dividends, if any.
<TABLE>
<CAPTION>
S & P High
Technology
Measurement Period Teradyne, S & P 500 Composite
(Fiscal Year Covered) Inc. Index Index
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 63.64 96.89 102.10
1991 144.32 126.28 116.50
1992 139.77 135.88 121.35
1993 252.27 149.52 149.25
1994 307.95 151.55 173.98
</TABLE>
[FN]
- ---------------
(1) This graph is not "soliciting material," is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by
reference in any filing of the Corporation under the Securities Act of 1933
or the Securities Exchange Act of 1934 whether made before or after the date
hereof and irrespective of any general incorporation language in any such
filing.
(2) The stock price performance shown on the graph is not necessarily indicative
of future price performance. Information used on the graph was obtained from
Hewitt Associates, a source believed to be reliable, but the Corporation is
not responsible for any errors or omissions in such information.
14
<PAGE> 17
PROPOSAL TO AMEND THE RESTATED ARTICLES OF ORGANIZATION
The Board of Directors has voted to recommend to the shareholders that the
Corporation amend the Corporation's Restated Articles of Organization to
increase the number of authorized shares of Common Stock, par value $.125 per
share, from 75,000,000 shares to 125,000,000 shares (the "Amendment").
If the Amendment is approved and after giving effect to shares reserved for
issuance under the Corporation's stock plans, the Board of Directors will have
the authority to issue 80,789,877 (as of April 7, 1995) shares of Common Stock
without further shareholder approval. The Board of Directors of the Corporation
believes that the increase in the number of authorized shares of Common Stock is
in the best interests of the Corporation and its shareholders. The Board of
Directors believes that the authorized number of shares of Common Stock should
be increased to provide sufficient shares for such corporate purposes as may be
determined by the Board of Directors to be necessary or desirable, which may
include, without limitation, facilitating broader ownership of the Corporation's
Common Stock by effecting a stock split or issuing a stock dividend, raising
capital or acquiring property through the sale of stock, or attracting or
retaining valuable employees by the issuance of stock options. The Corporation
at present has no commitments, agreements or undertakings obligating the
Corporation to issue any such additional shares (other than pursuant to the
Rights Agreement dated as of March 14, 1990); however, the Board of Directors
considers the authorization of additional shares of Common Stock advisable to
ensure prompt availability of shares for issuance should the occasion arise.
Under Massachusetts law, the Board of Directors generally may issue
authorized but unissued shares of Common Stock without shareholder approval. The
Board of Directors does not currently intend to seek shareholder approval prior
to any future issuance of additional shares of Common Stock, unless shareholder
action is required in a specific case by applicable law, the rules of any
exchange or market on which the Corporation's securities may then be listed, or
the articles of organization or by-laws of the Corporation then in effect.
Frequently, opportunities arise that require prompt action, and the Corporation
believes that the delay necessitated for shareholder approval of a specific
issuance could be to the detriment of the Corporation and its shareholders.
The additional shares of Common Stock authorized for issuance pursuant to
the Amendment will have all the rights and privileges which the presently
outstanding shares of Common Stock possess. The increase in authorized shares
would not affect the terms or rights of holders of existing shares of Common
Stock. All outstanding shares would continue to have one vote per share on all
matters to be voted on by the shareholders, including the election of directors.
The authorized but unissued shares of Common Stock could be used to make a
change in control of the Corporation more difficult. For example, such shares
could be sold to purchasers who might side with the Board of Directors in
opposing a takeover bid that the Board determines not to be in the best
interests of the Corporation and its shareholders. Such a sale could have the
effect of discouraging an attempt by another person or entity, through the
acquisition of a substantial number of shares of the Corporation's Common Stock,
to acquire control of the Corporation, since the issuance of new shares could be
used to dilute the stock ownership of such person or entity. The Corporation is
not aware, however, of any pending or threatened efforts to obtain control of
the Corporation.
Approval of the Amendment to increase the number of authorized shares of
Common Stock will require the affirmative vote of at least a majority of all
outstanding shares of the Corporation's Common Stock. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.
15
<PAGE> 18
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Coopers & Lybrand L.L.P.,
independent certified public accountants, to serve as auditors for the fiscal
year ending December 31, 1995. Coopers & Lybrand L.L.P. has served as the
Corporation's auditors since 1968. It is expected that a member of the firm will
be present at the Annual Meeting of Shareholders with the opportunity to make a
statement if so desired and will be available to respond to appropriate
questions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THIS
SELECTION.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended for inclusion in the proxy statement to
be furnished to all shareholders entitled to vote at the next annual meeting of
the Corporation must be received at the Corporation's principal executive
offices not later than December 23, 1995. In order to minimize controversy as to
the date on which a proposal was received by the Corporation, it is suggested
that proponents submit their proposals by Certified Mail -- Return Receipt
Requested.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Corporation, and
in addition to soliciting shareholders by mail through its regular employees,
the Corporation may request banks and brokers to solicit their customers who
have stock of the Corporation registered in the names of a nominee and, if so,
will reimburse such banks and brokers for their reasonable out-of-pocket costs.
Solicitation by officers and employees of the Corporation may also be made of
some shareholders in person or by mail, telephone or telegraph following the
original solicitation.
16
<PAGE> 19
<TABLE>
<S> <C>
TERADYNE, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 24, 1995
P SOLICITED BY THE BOARD OF DIRECTORS
R
0 The undersigned hereby appoints ALEXANDER V. D'ARBELOFF and RICHARD J. TESTA, and each or both of them, proxies, with full
X power of substitution to vote all shares of stock of the Corporation which the undersigned is entitled to vote at the Annual
Y Meeting of Shareholders of Teradyne, Inc. to be held on Wednesday, May 24, 1995, at 10:00 A.M., at The First National Bank of
Boston, 100 Federal Street (First Floor), Boston, Massachusetts, and at any adjournments thereof, upon matters set forth in the
Notice of Annual Meeting of Shareholders and Proxy Statement dated April 20, 1995, a copy of which has been received by the
undersigned. The proxies are further authorized to vote, in their discretion, upon such other business as may properly come
before the meeting or any adjournments thereof.
</TABLE>
<TABLE>
------------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-------------------
<S> <C> <C> <C> <C> <C>
Please mark
/ X / votes as in
this example.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF CLASS III DIRECTORS AND
FOR THE PROPOSALS IN ITEMS 2 AND 3.
1. To elect three members to the Board of Directors to
serve for a three-year term as Class III Directors. 2. To amend the Restated FOR AGAINST ABSTAIN
Articles of Organization. / / / / / /
NOMINEES: J.P. Mulroney, O.W. Robbins and
R.J. Testa 3. To ratify the selection of
FOR WITHHELD Coopers & Lybrand L.L.P. as
/ / / / auditors for the fiscal year / / / / / /
ending December 31, 1995.
- ---------------------------------------------------------
*INSTRUCTION: To withhold your vote for any nominee MARK HERE MARK HERE
strike a line through their name FOR ADDRESS / / IF YOU PLAN / /
and check the box above. CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
(Please sign exactly as your name appears hereon. If signing as
attorney, executor, trustee or guardian, please give your full
title as such. If stock is held jointly, each owner should sign.
Please read reverse side before signing)
Signature:__________________________________Date_______________
Signature:__________________________________Date_______________
</TABLE>
