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
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to 240.14a-11(c) or 240.14a-12
THOMAS & BETTS CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid with preliminary materials.
[ ] Check box if any 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 1995
To the Shareholders of THOMAS & BETTS CORPORATION:
The Annual Meeting of Shareholders of Thomas & Betts Corporation will be
held at the East Memphis Hilton, 5069 Sanderlin, Memphis, Tennessee, on May 3,
1995, at 10 a.m. at which time the following matters will be considered:
1. Election of eleven directors;
2. Ratification of the appointment of KPMG Peat Marwick LLP as independent
public accountants; and
3. Transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 6, 1995, will
be entitled to receive notice of, and to vote at, the Annual Meeting of
Shareholders or any adjournment thereof.
Whether or not you expect to attend the meeting in person, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY to Inspectors of Election, First
Chicago Trust Company of New York, P.O. Box 8711, Edison, New Jersey 08818-9180.
Your attention is directed to the Proxy Statement which is printed on the
following pages.
JANICE H. WAY, Corporate Secretary
1555 Lynnfield Road
Memphis, Tennessee 38119
March 20, 1995
YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR PROXY PROMPTLY
<PAGE>
THOMAS & BETTS CORPORATION
PROXY STATEMENT
---------------
SOLICITATION OF PROXY
THE ENCLOSED PROXY IS BEING MAILED AND SOLICITED THIS 20TH DAY OF MARCH,
1995, BY AND ON BEHALF OF THE BOARD OF DIRECTORS (THE "BOARD") OF THOMAS & BETTS
CORPORATION (THE "CORPORATION") whose principal executive offices are at 1555
Lynnfield Road, Memphis, Tennessee 38119, for use in connection with the Annual
Meeting of Shareholders to be held at 10 a.m. on May 3, 1995, at the East
Memphis Hilton, 5069 Sanderlin, Memphis, Tennessee, and at any adjournment
thereof (the "Annual Meeting"). The matters to be considered and acted upon at
such Annual Meeting are referred to in the preceding Notice and are more fully
discussed below. All shares represented by proxies which are returned properly
signed will be voted as specified on the proxy card. If choices are not
specified on the proxy card, the shares will be voted as recommended by the
Board. The By-laws of the Corporation require that the holders of a majority of
the total number of shares entitled to vote be represented in person or by proxy
in order for the business of the meeting to be transacted.
The cost of soliciting proxies for the Annual Meeting will be borne by the
Corporation. The Corporation has retained Hill and Knowlton, Inc., 466 Lexington
Avenue, New York, N.Y. 10017, to distribute material to beneficial owners whose
shares are held by brokers, banks, or other institutions, and to assist in
soliciting proxies, for a fee estimated at $5,700 plus expenses. In addition,
directors, officers and other employees may solicit proxies in person and by
mail or telecommunication. The Corporation will also reimburse brokers, banks
and others who are record holders of the Corporation's shares for reasonable
expenses incurred in obtaining voting instructions from beneficial owners of
such shares.
REVOCATION OF PROXY
A proxy may be revoked by the shareholder by giving written notice of
revocation to the Inspectors of Election, First Chicago Trust Company of New
York, P.O. Box 8711, Edison, New Jersey 08818-9180, or by filing another proxy
with the Inspectors of Election at any time prior to its exercise.
COMMON STOCK OUTSTANDING
At the close of business on March 6, 1995, there were outstanding and
entitled to vote at the Annual Meeting 19,632,901 shares of Common Stock, $.50
par value (the "Common Stock"). There were 20,418 treasury shares which carry no
voting rights. Holders of record of Common Stock at the close of business on
March 6, 1995, will be entitled to one vote for each share held on all matters
properly coming before the Annual Meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows persons or groups who are known to the Corporation
to be beneficial owners of more than 5% of the outstanding Common Stock of the
Corporation as of December 31, 1994.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------------------------------------- -------------------- --------
<S> <C> <C>
Delaware Management Company, Inc............................... 1,462,719(1) 7.47%
2005 Market Street
Philadelphia, Pennsylvania 19103
FMR Corp....................................................... 2,501,260(2) 12.77%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ------------
(1) Information provided on Schedule 13G by Delaware Management Company, Inc. as
of December 31, 1994, indicates that it has sole investment power as to all
1,462,719 shares, sole voting power as to 1,144,000 shares, and shared
voting power as to 12,300 shares; and that an additional 1,701 shares
(.009%) are beneficially owned by Delaware Investment Counselors, Inc., an
affiliated investment adviser.
(2) Information provided on Schedule 13G by FMR Corp. as of December 31, 1994,
indicates that it has sole investment power as to all 2,501,260 shares, sole
voting power as to 76,180 shares, and no voting power as to any other
shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides data on Common Stock of the Corporation
beneficially owned as of February 3, 1995, by each director, director nominee,
and each of the executive officers named in the Summary Compensation Table and
by the directors, director nominees, and executive officers as a group, as
reported by each person. Unless otherwise stated, the beneficial owners exercise
sole voting and investment power over their shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) OF CLASS
- -------------------------------------------------------------- -------------------------- --------
<S> <C> <C>
Ronald P. Babcock............................................. 43,086 *
Raymond B. Carey, Jr.......................................... 3,300 *
Ernest H. Drew................................................ 700(3) *
T. Kevin Dunnigan............................................. 103,227 *
Uberto Gamaggio............................................... 3,617 *
Jeananne K. Hauswald.......................................... 267 *
Thomas W. Jones............................................... 400(3)(4) *
Robert A. Kenkel.............................................. 100 *
Kenneth R. Masterson.......................................... 25 *
Clyde R. Moore................................................ 33,204 *
J. David Parkinson............................................ 17,653(5) *
Dominic J. Pileggi............................................ 20,322 *
Ian M. Ross................................................... 500(3) *
William H. Waltrip............................................ 400 *
Directors, director nominees, and executive officers as a
group (17 including the above).............................. 246,454 1.25%
</TABLE>
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* Less than one percent of the Corporation's outstanding Common Stock.
(1) Includes shares which may be acquired within 60 days of February 3, 1995,
through the exercise of stock options, as follows: Mr. Babcock, 16,400; Mr.
Dunnigan, 61,085; Mr. Gamaggio, 684; Mr. Moore, 21,675; Mr. Pileggi, 11,009;
and all directors and executive officers as a group (8), 121,946.
(Footnotes continued on following page)
2
<PAGE>
(Footnotes continued from preceding page)
(2) Includes shares of restricted stock with respect to which the holders have
sole voting power but no investment power during the restricted period, as
follows: Mr. Babcock 4,000; Mr. Carey, 300; Dr. Drew, 300; Mr. Dunnigan,
13,539; Mr. Gamaggio, 2,933; Ms. Hauswald, 142; Mr. Jones, 300; Mr. Kenkel,
100; Mr. Masterson, 25; Mr. Moore, 9,729; Mr. Parkinson, 300; Mr. Pileggi,
2,715; Dr. Ross, 300; Mr. Waltrip, 300; and all directors and executive
officers as a group (17), 40,408.
(3) Amounts do not include phantom stock shares credited to accounts in the
Deferred Fee Plan for Nonemployee Directors of Thomas & Betts Corporation,
described on page 7, as follows: Dr. Drew, 600; Mr. Jones, 701; Dr. Ross,
763.
(4) Includes 100 shares with respect to which Mr. Jones shares voting and
investment power with his wife.
(5) Includes 968 shares with respect to which Mr. Parkinson shares voting and
investment power with his wife. Does not include 5,001 shares owned by the
wife of Mr. Parkinson with respect to which he disclaims beneficial
ownership.
On the basis of reports and representations submitted by the directors and
executive officers of the Corporation, all Forms 3, 4 and 5 showing ownership of
and changes in ownership of the Corporation's Common Stock during 1994 were
timely filed with the Securities and Exchange Commission as required by Section
16(a) of the Securities Exchange Act of 1934.
ANNUAL REPORT
The Corporation's Annual Report to Shareholders for the fiscal year ended
January 1, 1995, containing consolidated financial statements reflecting the
financial position of the Corporation as of January 1, 1995, and January 2,
1994, and the results of operations and changes in cash flows for each of the
years in the three-year period ended January 1, 1995, has been mailed with this
proxy material to all shareholders.
1. ELECTION OF DIRECTORS
At the forthcoming Annual Meeting it is intended that 11 directors shall be
elected, each to hold office for the term of one year and until a successor
shall be elected and shall qualify. The nominees identified below will be
proposed by the Board for the 11 directorships. Shares represented by proxies
which are returned properly signed will be voted for the nominees unless the
shareholder indicates on the proxy that authority to vote the shares is withheld
for one or more or for all of the nominees listed. The 11 nominees for election
as directors who receive the greatest number of votes cast shall become
directors at the conclusion of the tabulation of votes. Any shares not voted,
whether by abstention, broker non-vote or otherwise, have no effect on the
election of directors except to the extent the failure to vote for an individual
results in another individual receiving a larger number of votes. Should a
nominee become unable to serve as a director, the proxy will be voted for the
election of a substitute nominee who shall be designated by the Board or, if no
substitute nominee is named, the number of directorships will be reduced
accordingly.
3
<PAGE>
Following is information on the principal occupation of each nominee,
positions and offices with the Corporation, and membership on other boards of
directors.
............ RAYMOND B. CAREY, JR., 68
............ A DIRECTOR SINCE 1987
............
...[PHOTO].. Formerly Chairman of the Board (1973 to 1989), Chief
............ Executive Officer (1972 to 1988) and President (1971 to 1986) of
............ ADT Security Systems, Inc. (electronic protection systems). He
............ is a director of C. R. Bard, Inc. and The Kroger Company.
............ ERNEST H. DREW, 57
............ A DIRECTOR SINCE 1989
............
...[PHOTO].. Member of Board of Management (January 1995 to present) of
............ Hoechst A.G. (chemicals, pharmaceuticals, fibers and plastics).
............ Dr. Drew was Chair man (May 1994 to 1995), Chief Executive Officer
............ (1988 to 1995), and President (1987 to May 1994) of Hoechst
Celanese Corporation. He is a director of Manville Corporation,
Public Service Enterprise Group Incorporated, and Riverwood
International Corp.
............ T. KEVIN DUNNIGAN, 57
............ A DIRECTOR SINCE 1975
............
...[PHOTO].. Chairman of the Board (1992 to present) and Chief Executive
............ Officer (1985 to present) of the Corporation. Mr. Dunnigan was
............ President of the Corporation (1980 to 1994). He is a director of
............ C. R. Bard, Inc., Elsag Bailey Process Automation N.V., and
Lukens Inc.
............ JEANANNE K. HAUSWALD, 50
............ A DIRECTOR SINCE 1993
............
...[PHOTO].. Vice President and Treasurer (1993 to present) and formerly
............ Vice President-Human Resources (1990 to 1993) and Treasurer (1987
............ to 1990) of The Seagram Company Ltd. (distilled spirits, wines,
............ fruit juices and beverages).
4
<PAGE>
............ THOMAS W. JONES, 45
............ A DIRECTOR SINCE 1992
............
...[PHOTO].. President and Chief Operating Officer (1993 to present) and
............ formerly Executive Vice President and Chief Financial Officer
............ (1989 to 1993) of Teachers Insurance and Annuity Association--
............ College Retirement Equities Fund (pension system for employees
of colleges, universities, independent schools, and related
organizations). Mr. Jones is a trustee of Eastern Enterprises.
............ ROBERT A. KENKEL, 60
............ A DIRECTOR SINCE 1994
............
...[PHOTO].. Business consultant (1990 to present). Mr. Kenkel was Chairman
............ of the Board, Chief Executive Officer and Chief Operating Officer
............ (1988 to 1990) of The Pullman Co. (automotive, aerospace and
............ industrial components and products). He held chief operating
officer positions (1985 to 1990) in various other companies within
the Forstmann-Little group (electrical, aerospace, automotive,
industrial and consumer products), including FL Industries, Inc.
which was acquired by the Corporation in 1992.
............ KENNETH R. MASTERSON, 51
............ A DIRECTOR SINCE FEBRUARY 1, 1995
............
...[PHOTO].. Senior Vice President and General Counsel (1981 to present)
............ and Secretary (1993 to present) of Federal Express Corporation
............ (worldwide express delivery services).
............
............ CLYDE R. MOORE, 41
............ A DIRECTOR SINCE 1993
............
...[PHOTO].. President and Chief Operating Officer of the Corporation (1994
............ to present). Mr. Moore was President-Electrical Division (1992 to
............ 1994) of the Corporation; President and Chief Operating Officer
(1990 to 1992) of FL Industries, Inc. (electrical components) and
President of its American Elec tric Division (1985 to 1992) prior
to its acquisition by the Corporation.
5
<PAGE>
............ J. DAVID PARKINSON, 65
............ A DIRECTOR SINCE 1968
............ Formerly Chairman of the Board (1975 to 1992), President
...[PHOTO].. (1974 to 1980), and Chief Executive Officer (1974 to 1985) of
............ the Corporation.
............
............ IAN M. ROSS, 67
............ A DIRECTOR SINCE 1980
............ President Emeritus (1991 to present) and President (1979 to
...[PHOTO].. 1991) of AT&T Bell Laboratories (research and development for
............ AT&T Corp.). Dr. Ross is a director of The B.F. Goodrich Co.
............
............ WILLIAM H. WALTRIP, 57
............ A DIRECTOR SINCE 1983
............ Chairman and Chief Executive Officer (1993 to present) of
...[PHOTO].. Technology Solutions Company (services and resources to design,
............ develop and implement large-scale computer systems). Mr. Waltrip
............ was Chairman (1992 to 1993), Chief Executive Officer and
President (1991 to 1993) of Biggers Brothers, Inc. (food service
distributors); Vice Chairman (1991 to 1992) of Unifax, Inc., the
parent corporation of Biggers Brothers, Inc; and a business
consultant (1988 to 1991). Mr. Waltrip is a director of Bausch
& Lomb Inc, Recognition International Inc., Teachers Insurance
and Annuity Association, and Technology Solutions Company.
THE BOARD OF DIRECTORS
The Board establishes broad corporate policy and gives guidance to the
Corporation. There were 9 meetings of the Board and 15 meetings of committees of
the Board in 1994. All directors except Dr. Drew attended at least 75% of the
meetings of the Board and committees of which they were members. The total
combined attendance at these meetings was 91%.
Nonemployee directors receive a retainer fee of $22,000 per year plus a fee
of $1,500 for each Board meeting attended and $1,000 for each regularly
scheduled committee meeting attended. Committee chairman receive an additional
retainer fee of $3,500 per year. Employee directors do not receive any fees for
serving as a director of the Corporation or as a member or chairman of any
committee of the Board. Under the Thomas & Betts Corporation Restricted Stock
Plan for Nonemployee Directors, each person who is elected or who continues as a
director receives each year an award of 100 restricted shares of the
Corporation's Common Stock effective as of the date of the annual meeting of
shareholders. A nonemployee director who is elected to fill a vacancy or a newly
created directorship in the interim between annual meetings receives an award of
a prorated number of restricted shares of Common Stock effective as of the date
of election. Shares awarded to a nonemployee director remain restricted until
such director's termination of service as a director.
6
<PAGE>
Under the Deferred Fee Plan for Nonemployee Directors of Thomas & Betts
Corporation, each director may elect to defer all or a portion of compensation
for services as a director. Any amount so deferred is valued, in accordance with
the director's election, as if invested in a one-year Certificate of Deposit or
in a hypothetical investment in the Corporation's Common Stock. A deferred fee
account is payable only in cash and is distributed, in accordance with the
director's election, in a lump sum or in installments, upon termination of
service or on January 15 or July 15 of a year specified by the director.
Under the Thomas & Betts Corporation Retirement Plan for Nonemployee
Directors, directors (excluding those who are current or former employees of the
Corporation) who have served on the Board for at least five years will receive
upon retirement an annual benefit payable over a five-year period equal to 50%
of the amount of the annual retainer fee in effect at retirement. Each
additional year of service up to an aggregate of ten years increases the amount
of the benefit payable by ten percentage points and the payment period by one
year, to a maximum of 100% of the retainer payable for a period of ten years. In
the event of a change of control of the Corporation, each nonemployee director
would be fully vested in the maximum retirement benefit.
COMMITTEES OF THE BOARD OF DIRECTORS
There are four standing committees of the Board: Executive Committee, Audit
Committee, Committee on Directors, and Human Resources Committee. Members of
each committee, who are elected by the full Board, are named below. The
Corporation follows the practice of periodically rotating the chairmanship of
the Audit Committee, Committee on Directors, and Human Resources Committee.
<TABLE>
<CAPTION>
COMMITTEE
ON HUMAN
EXECUTIVE AUDIT DIRECTORS RESOURCES
- ----------------------- ----------------------- ----------------------- -------------------
<S> <C> <C> <C>
J. David Parkinson* Thomas W. Jones* Raymond B. Carey, Jr.* Ernest H. Drew*
Raymond B. Carey, Jr. Jeananne K. Hauswald T. Kevin Dunnigan Ian M. Ross
T. Kevin Dunnigan Robert A. Kenkel J. David Parkinson William H. Waltrip
William H. Waltrip
</TABLE>
* Chairman
EXECUTIVE COMMITTEE
The Executive Committee's function is to act for the Board, to the extent
permitted by law, in any situation in which Board action is required and it is
not practicable to have a meeting of the Board. There were three meetings of the
Executive Committee in 1994.
AUDIT COMMITTEE
This committee is composed solely of nonemployee directors of the
Corporation. The Audit Committee (1) considers the independent accountants to be
employed and recommends to the Board the firm to be appointed, subject to
ratification by the Corporation's shareholders; (2) consults with the
independent accountants with regard to the plan and scope of the annual audit of
the Corporation's financial statements; (3) reviews, in consultation with the
independent accountants, the Corporation's annual financial statements and
related notes, the results of the audit, and the management letter and response
thereto; (4) reviews, in consultation with the independent accountants and the
internal auditors, the adequacy and scope of the Corporation's internal controls
and procedures; (5) reviews and approves the fees and expenses associated with
audit and non-audit services provided by the independent accountants; (6)
reviews with the internal auditors the internal audit plan and current audit
results; (7) reports the results of its findings and actions to the Board; and
(8) directs and supervises investigations, if necessary, into any matter that it
deems appropriate. There were three meetings of the Audit Committee in 1994.
7
<PAGE>
COMMITTEE ON DIRECTORS
A majority of the members of this committee must be nonemployee directors of
the Corporation. A former employee serving on this committee is considered a
nonemployee director. The Committee on Directors (1) reviews and makes
recommendations to the Board regarding the maintenance of a desirable balance of
skill and expertise among Board members; (2) receives suggestions and makes
recommendations to the Board concerning candidates for the Board and the slate
of director nominees to be submitted to the annual meeting of shareholders; (3)
makes recommendations to the Board concerning the compensation of nonemployee
directors and the retirement policy of the Board; (4) reviews Board procedures
and practices; (5) recommends membership assignments for committees of the
Board; and (6) reviews and takes action on requests for management personnel to
serve on boards of directors of other companies. The Committee on Directors will
consider shareholder suggestions of persons for consideration as candidates for
nomination as members of the Board. Shareholders should submit the name,
biographical data, and qualifications of any such suggested candidate to the
Corporate Secretary. Any such recommendation should be accompanied by the
written consent of such person to be named as a candidate and, if nominated and
elected, to serve as a director. If a shareholder wishes to nominate at the
annual meeting of shareholders a person for election to the Board, the
Corporation's By-laws require that the nomination satisfy certain conditions,
including, generally, that written notice be delivered to the Corporate
Secretary at the Corporation's principal executive offices not less than 60 nor
more than 90 days prior to the first anniversary of the preceding year's annual
meeting of shareholders. A copy of the applicable By-law is available from the
Corporate Secretary upon the request of any shareholder. There were three
meetings of the Committee on Directors in 1994.
HUMAN RESOURCES COMMITTEE
This committee is composed solely of nonemployee directors of the
Corporation. The Human Resources Committee (1) reviews compensation programs,
employee benefit plans, and personnel policies applicable to officers and other
members of senior management; (2) reviews management development and succession
programs; (3) reviews major organization changes and evaluates their impact on
senior management succession plans and reward systems, and makes recommendations
to the Board when Board action is required; (4) makes recommendations to the
Board on the compensation of the five most highly compensated executive
officers; (5) establishes annually the performance criteria for the Executive
Incentive Plan and certifies at the end of each year the extent to which the
performance targets are met; (6) performs the administrative functions assigned
to the Committee by the provisions of the Executive Incentive and the 1993
Management Stock Ownership Plans; and (7) reports the results of its actions and
findings to the Board, and, with respect to the above, recommends programs and
changes considered desirable. The chairman of this committee is responsible for
chairing the annual review by the nonemployee directors of the performance of
the Chief Executive Officer. There were six meetings of the Human Resources
Committee in 1994.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ended December 31, 1992,
January 2, 1994, and January 1, 1995, the cash compensation paid by the
Corporation and its subsidiaries as well as certain other compensation paid for
those years to each of the five most highly compensated executive officers of
the Corporation (the "Named Executives") in all capacities in which they served.
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
-----------------------
NUMBER OF
ANNUAL COMPENSATION SECURITIES
---------------------------------- RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS GRANTED COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) (#) ($)(3)
- ------------------------ ---- -------- -------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
T. K. Dunnigan.......... 1994 $511,665 $260,931 $230,445 $ 329,940 46,880 $ 49,575
Chairman and Chief 1993 487,300 193,921 98,348 320,153 9,000 4,497
Executive Officer 1992 443,000 361,565 78,159 254,495 8,300 4,364
C. R. Moore............. 1994 342,000 174,408 233,880 339,402 48,505 20,149
President and Chief 1993 330,000 120,351 34,875 139,500 3,700 12,769
Operating Officer 1992 300,000 634,750(4) 26,972 107,888 10,000 22,223
R. P. Babcock........... 1994 235,000 83,889 58,731 110,551 14,820 24,915
Vice President-Finance 1993 227,175 63,283 47,709 77,841 2,700 4,497
and Treasurer 1992 206,523 117,991 40,997 66,890 2,700 4,364
U. Gamaggio (5)......... 1994 202,798 71,182 -- 95,221 4,090 36,392
President-European 1993 120,953 15,152 -- -- -- 23,821
Division 1992 -- -- -- -- -- --
D. J. Pileggi........... 1994 188,708 98,317 33,708 61,512 6,050 9,580
President-Electrical 1993 153,092 39,838 23,087 62,357 1,825 5,138
Components Division 1992 141,512 50,944 34,524 38,899 1,850 4,364
</TABLE>
- ------------
(1) The amounts reported represent cash payments of federal and state
withholding taxes equal to the fair market value on the date of award of
such number of shares of Common Stock that the recipient of a restricted
stock award elected to forgo in favor of tax payments.
(2) Fair market value of shares awarded on the date of grant in each year.
Dividends are paid to the recipients of restricted stock awards at the same
time and at the same rate as paid to all shareholders. The number and value
of the aggregate restricted stock holdings as of January 1, 1995, based on
the closing market price of the Common Stock on December 30, 1994 of $67.125
are as follows:
<TABLE>
<S> <C> <C>
Mr. Dunnigan................................................ 13,950 $936,394
Mr. Moore................................................... 9,274 622,517
Mr. Babcock................................................. 3,946 264,875
Mr. Gamaggio................................................ 1,483 99,546
Mr. Pileggi................................................. 2,501 167,880
</TABLE>
(3) The amounts reported in 1994 for Messrs. Dunnigan, Moore, Babcock and
Pileggi include contributions to a 401(k) plan in the amounts of $3,288,
$3,231, $3,151, and $2,588, respectively; contributions to a nonqualified
savings plan in the amounts of $18,311, $10,873, $5,875, and $4,322,
respectively; and premiums paid by the Corporation in the amounts of
$27,976, $6,046, $15,888, and $2,670, respectively, for group-term life
insurance and whole life insurance having an aggregate face value equal to 1
1/2 times each person's annual base salary and average bonus. The amounts
reported in 1993 and 1992 for Messrs. Dunnigan, Babcock, and Pileggi are
contributions to a 401(k) plan, and the amounts reported for Mr. Moore for
such years are contributions to a 401(k) plan ($4,222 and $4,364) and a
nonqualified savings plan ($8,547 and $17,859). The amounts reported in 1994
and 1993 for Mr. Gamaggio are premiums paid by the Corporation for whole
life insurance that will provide a monthly pension benefit to him beginning
at age 65 which is in lieu of his participation in the company-sponsored
pension plan.
(4) Comprised of profit-sharing earnings of $147,750 under the Management
Incentive Plan administered by the Human Resources Committee of the Board,
and the following one-time bonus payments, which were determined
independently of the compensation program administered by the Committee: a
signing bonus of $100,000 in connection with a two-year employment agreement
with the Corporation and compensation of $387,000 pursuant to an agreement
between Mr. Moore and American Electric prior to its acquisition by the
Corporation, the payment of which was contingent upon his active assistance
in connection with the sale of that company to the Corporation and his
continued employment for a one-year period after the acquisition date.
(5) Mr. Gamaggio's compensation is paid in German marks. The compensation
amounts have been converted into U.S. dollars based on the average of the
high and low exchange rates for the year in which the compensation was paid
(DM 1.62 in 1994; 1.65 in 1993). The amounts reported for 1993 are for the
period beginning May 17, the date that Mr. Gamaggio joined the Corporation.
9
<PAGE>
STOCK OPTION GRANTS
The following table contains information concerning the grant of stock
options under the Corporation's 1993 Management Stock Ownership Plan to the
Named Executives as of the end of the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES PERCENT OF ANNUAL RATES OF STOCK
UNDERLYING TOTAL OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION -------------------------
(#) FISCAL YEAR ($/SH)(1) DATE 5% 10%
--------- ------------- --------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
T. K. Dunnigan............ 10,120(3) 3.49% $ 64.0625 02-02-04 $407,721 $1,032,873
12,253(4) 4.22 66.0625 12-09-04(6) 509,068 1,290,077
12,253(4) 4.22 66.0625 12-09-04(6) (7) 1,290,077
12,254(4) 4.22 66.0625 12-09-04(6) (7) 1,290,182
C. R. Moore............... 18,000(5) 6.20 58.6875 01-03-04 664,349 1,683,590
5,925(3) 2.04 64.0625 02-02-04 238,710 604,720
8,193(4) 2.82 66.0625 12-09-04(6) 340,390 862,613
8,193(4) 2.82 66.0625 12-09-04(6) (7) 862,613
8,194(4) 2.82 66.0625 12-09-04(6) (7) 862,718
R. P. Babcock............. 3,000(3) 1.03 64.0625 02-02-04 120,866 306,188
3,940(4) 1.36 66.0625 12-09-04(6) 163,693 414,829
3,940(4) 1.36 66.0625 12-09-04(6) (7) 414,829
3,940(4) 1.36 66.0625 12-09-04(6) (7) 414,829
U. Gamaggio............... 2,050(3) 0.71 64.0625 02-02-04 82,588 209,228
680(4) 0.23 66.0625 12-09-04(6) 28,252 71,595
680(4) 0.23 66.0625 12-09-04(6) (7) 71,595
680(4) 0.23 66.0625 12-09-04(6) (7) 71,595
D. J. Pileggi............. 2,050(3) 0.71 64.0625 02-02-04 82,588 209,228
1,333(4) 0.46 66.0625 12-09-04(6) 55,381 140,347
1,333(4) 0.46 66.0625 12-09-04(6) (7) 140,347
1,334(4) 0.46 66.0625 12-09-04(6) (7) 140,452
</TABLE>
- ------------
(1) Based on the average of the high and low sales prices of the Common Stock
reported on the New York Stock Exchange Composite Tape ("NYSE Tape") on the
dates of grant. The exercise price may be paid in cash or by tendering
shares of the Corporation's Common Stock valued at the closing price
reported on the NYSE Tape for the day immediately preceding the date of
exercise.
(2) The dollar amounts under these columns are the result of calculations at the
arbitrary rates of 5% and 10% set by the Securities and Exchange Commission
and are not a forecast of the value of the Common Stock.
(3) Option becomes exercisable in three equal annual installments beginning
February 2, 1995.
(4) Option installment becomes exercisable when and if the specified stock price
target for the Common Stock is achieved and maintained for a period of
twenty consecutive trading days by June 30, 1998.
(5) Option becomes exercisable in three equal annual installments beginning
January 3, 1995.
(6) Option installment expires if the specified stock price target is not
achieved by June 30, 1998.
(7) No amount is reported because the stock price target for the installment to
vest would not be achieved by June 30, 1998, if the stock price appreciation
were to be 5% per year.
10
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the Named
Executives concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE OPTIONS AT 1-1-95 (#) 1-1-95 ($)(2)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. K. Dunnigan.................. -- -- 57,711 46,880 $ 729,923 $ 70,050
C. R. Moore..................... -- -- 13,700 48,505 71,875 196,137
R. P. Babcock................... -- -- 15,400 14,820 154,275 21,746
U. Gamaggio..................... -- -- -- 4,090 -- 8,446
D. J. Pileggi................... 1,900 $ 45,675 10,325 6,050 101,598 10,528
</TABLE>
- ------------
(1) Market value on the date of exercise of shares covered by options exercised,
less option exercise price.
(2) Market value of in-the-money option shares on January 1, 1995 ($67.125),
less option exercise price.
PENSION PLAN
Based on compensation that is covered under the Executive Retirement Plan
("ERP") and years of service with the Corporation and its subsidiaries, the
following table gives the aggregate annual retirement income covered
participants will receive upon retirement at age 60 or later with the required
minimum of 20 years of credited service or more under the ERP. The ERP is an
unfunded, nonqualified retirement plan for designated corporate officers and key
executives that provides supplemental benefits, including amounts that would
otherwise be denied participants by reason of certain limitations imposed on
qualified plan benefits by the Internal Revenue Code of 1986, as amended. The
benefit payable under the ERP incorporates amounts payable to a participant from
(1) a qualified pension plan; (2) the employer-paid portion of his or her Social
Security benefit; and (3) the employer-paid portion of a participant's 401(k)
and nonqualified savings plan accounts.
PENSION PLAN TABLE
HIGHEST
5-YEAR
AVERAGE YEARS OF SERVICE
COMPENSATION -------------------------------------------------
LEVELS 20 25 30 35 OR MORE
- --------------- -------- -------- -------- ----------
$ 150,000 $ 75,000 $ 86,250 $ 97,500 $ 108,750
200,000 100,000 115,000 130,000 145,000
300,000 150,000 172,500 195,000 217,500
400,000 200,000 230,000 260,000 290,000
500,000 250,000 287,500 325,000 362,500
600,000 300,000 345,000 390,000 435,000
700,000 350,000 402,500 455,000 507,500
800,000 400,000 460,000 520,000 580,000
Covered compensation is comprised of annual base salary and incentive
compensation paid under the Thomas & Betts Corporation Executive Incentive Plan.
Benefit amounts shown in the above table assume that payments are made on a
10-year certain and life annuity.
11
<PAGE>
The Named Executives had the equivalent of the following years of credited
service under the terms of the ERP as of February 3, 1995: Mr. Dunnigan, 33; Mr.
Moore, 9; Mr. Babcock, 20; Mr. Gamaggio, 2; and Mr. Pileggi, 15.
EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
The Corporation has an agreement with each of the Named Executives providing
for continuation of employment for a term of three years following any change of
control of the Corporation. Each agreement provides for compensation to be
continued during the three-year term at least at the same level that existed
prior to the time of a change of control provided the person continues
employment, leaves employment for good reason, or is terminated without cause.
Events that constitute leaving employment for good reason are: the assignment of
duties inconsistent with the person's position; the diminution of the person's
position, authority, duties or responsibilities; failure to provide compensation
and/or benefits specified in the agreement; relocation to an office that is 35
miles or more from the location where the person was employed immediately prior
to the change of control; or failure to require any successor to the Corporation
to assume and agree to perform the agreement. A person's employment may be
terminated for cause, which is an act or acts of dishonesty intended to result
in substantial personal enrichment, willful violations of the person's duty to
perform responsibilities under the agreement, or conviction of a felony. Each
agreement also provides for immediate vesting of stock options and restricted
stock awards if the person's employment is terminated following a change of
control. Any amount payable under the agreement will be reduced by the amount of
any compensation earned by the person from other employment during the term of
the agreement.
INDEBTEDNESS OF MANAGEMENT
Mr. Gamaggio, who is named in the preceding tables, has received bridge
loans totaling DM 170,000 from the Corporation to assist him in the purchase of
a principal residence upon relocation. The loans, which are to be repaid by
April 30, 1996, bear interest at an annual rate of 5%, are evidenced by
promissory notes, and are secured by assignment to the Corporation of DM 200,000
from the proceeds of the sale of another residence owned by Mr. Gamaggio. The
largest aggregate amount of indebtedness outstanding during the last fiscal year
and as of March 6, 1995, was DM 170,000 ($121,014 at the exchange rate of DM
1.4048 on March 6, 1995).
THE HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
1. Executive Compensation Philosophy
The executive compensation program is designed to align shareholder and
management interests, to balance annual performance targets with actions needed
for the long-term success of the Corporation, and to attract, motivate, and
retain key executives.
(a) Pay Positioning: Thomas & Betts positions total direct compensation
(i.e., base salary, annual incentive, and long-term incentive gain
opportunity) at the median of general industry companies, a high percentage
of which are represented in the S&P 400. This is a much broader group than
the electrical/electronics companies that make up the line-of-business index
shown in the performance graph that follows this report. Since
electrical/electronics compensation levels are generally consistent with
general industry levels (where pay and performance data is more easily
accessible), the Committee believes that general industry companies
represent an appropriate comparative framework. Compensation is sufficiently
variable so that there will be a strong
12
<PAGE>
relationship between total return to shareholder performance and actual
total direct compensation levels over time. In fact, over the past nine
years, the Chief Executive Officer's actual total direct compensation has
been well aligned with the Corporation's common stock performance relative
to the S&P 400.
(b) Pay Mix: Like total direct compensation, each component is
positioned at the median of general industry companies.
(i) Base Salary: Base salaries are set by periodic comparison to
external rates of pay for comparable positions within general industry
and are targeted at the 50th percentile for such positions. Individual
salaries are considered for adjustment annually; adjustments are based
upon general movement in salary levels in general industry, individual
performance, and potential and/or changes in duties and responsibilities.
Actual salaries may range from 20% below to 20% above targeted salary
levels. As a group, the average of the named executive officers' base
salaries in 1994 was at the targeted level.
(ii) Annual Incentive: Annual incentives are based upon actual
performance compared to established corporate and divisional performance
goals. Annual incentives range between 20% and 40% of base salary for
median performance and provide a maximum payout of between 60% and 100%
of base salary for superior performance. Annual bonus opportunities are
targeted to be at the 50th percentile for general industry when
performance is at the 50th percentile and at the 75th percentile for
general industry when performance is at that level. For the Chief
Executive Officer and other corporate staff executive officers, the
annual incentive for 1994 is based solely on return on equity (ROE)
relative to the S&P 400. ROE attainment was at the mid-point of the
performance range and resulted in a mid-point payout to these executives.
For the two divisional executive officers named in the Summary
Compensation Table, the annual incentive payments for 1994 are based on
corporate ROE (25% weighting) and the performance of each officer's
division on sales (25%), income (25%), and cash flow (25%). As a group,
the average of the named executive officers' incentive payments for
fiscal year 1994 was 47% of base salary.
(iii) Long-Term Incentives: Long-term incentive awards are made in
the form of stock options and restricted stock awards, which are
typically granted annually. Combined stock option and restricted stock
awards are targeted to provide a gain opportunity at the 50th percentile
for general industry, according to a mix predetermined by the Committee.
For executive officers, this gain opportunity ranges from 52% to 124% of
base salary. Individual grants may vary based on the Committee's
assessment of individual performance and potential. As a group, the
average of the named executive officers' annual long-term incentive
awards in 1994 was 82% of base salary. In determining stock option and
restricted stock awards, the Committee does not consider the amount of
options and restricted stock granted in prior years. Options are granted
at fair market value on the date of grant, have a term of ten years, and
vest after one year for awards under the 1990 Stock Option Plan and over
a three-year period at the rate of one-third per year for awards under
the 1993 Management Stock Ownership Plan. Restricted stock vests at the
end of three years.
A special long-term incentive award consisting of a stock option for
18,000 shares and a restricted stock award of 4,000 shares was granted to
the President and Chief Operating Officer effective as of January 3,
1994, in recognition of his election to that office.
In December 1994, the Committee made special one-time
performance-based stock option and restricted stock grants to executive
officers, including those named in the Summary Compensation Table, and to
selected senior executives. These grants were made to emphasize
13
<PAGE>
shareholder value creation, recognize the executives' efforts in
connection with the divestiture of the Vitramon Division, and reinforce
the importance of a successful restructuring of the organization. The
special restricted stock grants to the named executives, as a group, had
a value equal to 17% of base salary. The performance-based stock options
represent 66% of the total option shares granted to the named executives
in 1994. The performance options consist of three installments, each of
which vests only if the specified stock price target for that installment
is achieved and maintained for a period of twenty consecutive trading
days by June 30, 1998.
2. Chief Executive Officer Compensation
The Chief Executive Officer's base salary in 1994, $511,665, was increased
by 5% over the prior year. This placed the Chief Executive Officer's base salary
slightly below the median paid to the chief executive officers in general
industry companies of comparable size. The Committee based this increase on the
successful implementation of the strategic plan, comparability with other
positions within general industry at the 50th percentile and the length of time
the Chief Executive Officer has been in this position.
The Chief Executive Officer's target annual incentive was 40% of base salary
in 1994, and the maximum incentive was 100% of base salary. The Corporation's
1994 return on equity was 13.1%, which was at the mid-point of the performance
range, and resulted in the Chief Executive Officer receiving an annual incentive
of $260,931.
The Chief Executive Officer was granted stock options for a total of 46,880
shares and restricted stock awards for 8,687 shares. Of these shares, 36,760 and
1,937 represent, respectively, performance stock option and restricted stock
grants made under the special performance program discussed in the previous
section. As in previous years, the Committee targeted the gain opportunity from
the normal stock option and restricted stock awards to provide a gain
opportunity at the 50th percentile of general industry according to a mix
predetermined by the Committee.
3. Policy Regarding Executive Compensation Deductibility
The Corporation's Executive Incentive Plan was approved by the shareholders
last year and annual incentive paid under the Plan qualifies as
performance-based compensation.
The Corporation's 1993 Management Stock Ownership Plan was approved by the
shareholders and stock options granted under the Plan prior to the Corporation's
1997 annual shareholders' meeting qualify as performance-based compensation
under the transition rules proposed by the Internal Revenue Service.
No action is being taken with respect to restricted stock awards granted by
the Committee, which do not qualify as performance-based compensation.
Nevertheless, these awards play an important role in the Corporation's executive
compensation program, and they will be continued. In addition, it is unlikely
that restricted stock and other nonqualified compensation paid to any executive,
as calculated under the Code, will exceed the $1 million per year limit.
Ernest H. Drew, Chairman
Ian M. Ross
William H. Waltrip
14
<PAGE>
PERFORMANCE GRAPH
The graph set forth below provides comparisons of the yearly percentage
change in the cumulative total shareholder return on the Corporation's Common
Stock with the cumulative total return of Standard & Poor's 500 Stock Index and
Standard & Poor's Electrical Equipment Index for the five fiscal years ended
January 1, 1995.
<TABLE>
<CAPTION>
FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THOMAS & BETTS, S&P 500 AND
S&P ELECTRICAL EQUIPMENT INDEX
(ASSUMES $100 INVESTED ON DECEMBER 31, 1989
AND REINVESTMENT OF DIVIDENDS)
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
THOMAS
&
BETTS $ 100.00 $ 98.86 $125.19 $147.68 $136.63 $162.30
%
CHANGE
YEAR
TO
YEAR (1.1)% 26.6% 18.0% (7.5)% 18.8%
S&P
ELECTRICAL
EQUIPMENT
INDEX 100.00 91.96 121.91 133.50 161.07 162.95
%
CHANGE
YEAR
TO
YEAR (8.1)% 32.6% 9.5% 20.7% 1.2%
S&P
500 100.00 96.90 126.42 136.05 149.76 151.74
%
CHANGE
YEAR
TO
YEAR (3.1)% 30.5% 7.6% 10.1% 1.3%
</TABLE>
15
<PAGE>
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Corporation in fiscal year 1994
were KPMG Peat Marwick LLP. The Board, upon the recommendation of the Audit
Committee, has appointed this firm, subject to ratification by the shareholders,
to audit the financial statements of the Corporation for the fiscal year 1995
and until the 1996 Annual Meeting of Shareholders. The firm has audited the
Corporation's financial statements annually since 1969, is considered to be well
qualified, and has no financial interest, direct or indirect, in the Corporation
or any subsidiary of the Corporation. If the shareholders do not ratify this
appointment, the Audit Committee and the Board will consider the appointment of
other independent public accountants.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting to make a statement if they desire to do so, and to respond to
appropriate questions.
Ratification of the appointment of KPMG Peat Marwick LLP will require the
affirmative vote of a majority of the votes cast at the Annual Meeting.
Abstentions and broker non-votes will not be counted as votes cast, either for
or against this proposal, in accordance with the New Jersey Business Corporation
Act.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996 Annual Meeting of
Shareholders, in addition to meeting certain eligibility requirements
established by the Securities and Exchange Commission, must be in writing and
received by the Corporate Secretary at the Corporation's principal executive
offices by November 21, 1995, to be considered for inclusion in the
Corporation's proxy statement and form of proxy for the 1996 Annual Meeting of
Shareholders.
OTHER BUSINESS
The Annual Meeting is called for the purposes set forth in the Notice. The
Board does not know of any matter for action by shareholders at such meeting
other than the matters described in the Notice. To be properly brought before
the Annual Meeting, the matter must be an appropriate subject for shareholder
consideration, timely notice thereof must be given in writing to the Corporate
Secretary, and other applicable requirements must be met. In general, such
notice is timely if it is delivered to the Corporate Secretary at the principal
executive offices of the Corporation not less than 60 nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting.
Alternative notice deadlines apply if the date of the annual meeting differs by
more than 30 days from the date of the previous year's annual meeting. The
By-laws specify the information to be included in the shareholder's notice. An
interested shareholder can obtain a complete copy of the By-law provisions by
making a written request therefor to the Corporate Secretary. The enclosed proxy
will confer discretionary authority with respect to matters which are not known
at the date of printing hereof but which may properly come before the Annual
Meeting. It is the intention of the persons named in the proxy to vote in
accordance with their best judgment on any such matter.
By Order of the Board of Directors,
JANICE H. WAY, Corporate Secretary
16
<PAGE>
P R O X Y
THOMAS & BETTS CORPORATION
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
ANNUAL MEETING OF SHAREHOLDERS - MAY 3, 1995
The undersigned hereby appoints T. KEVIN DUNNIGAN, RONALD P. BABCOCK and
JERRY KRONENBERG as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated on the
reverse side hereof, all the shares of Common Stock of Thomas & Betts
Corporation held by the undersigned on March 6, 1995, at the Annual Meeting
of Shareholders to be held on May 3, 1995, or any adjournment thereof.
Nominees for election as directors:
R.B. Carey, Jr., E.H. Drew, T.K. Dunnigan, CHANGE OF ADDRESS ONLY:
J.K. Hauswald, T.W. Jones, R.A. Kenkel, _______________________________
K.R. Masterson, C.R. Moore, J.D. Parkinson, _______________________________
I.M. Ross, and W.H. Waltrip. _______________________________
_______________________________
(If you have written in the
above space, please mark the
corresponding box on the reverse
side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
--------------
SEE REVERSE
SIDE
--------------
<PAGE>
/X/ PLEASE MARK YOUR
VOTE AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED HEREIN, BUT
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR WITHHELD
1. Election of
Directors / / / /
(see reverse)
For, except vote
withheld from the
following nominee(s):
_____________________
FOR AGAINST ABSTAIN
2. Ratification of
appointment of / / / / / /
KMPG Peat Marwick
LLP as independent
public accountants.
3. In their discretion, the
Proxies are authorized to
vote upon such other
business as may properly
come before the meeting.
Check this
box to note / /
change of
address
NOTE: Please sign exactly as your name or names
appear on this Proxy. Joint owners
should each sign personally. When signing
as attorney, executor, administrator,
guardian, custodian, or corporate
official, sign name and title.
________________________________________________
________________________________________________
SIGNATURE DATE
