<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
C.R. BARD
- --------------------------------------------------------------------------------
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[BARD LOGO]
C. R. BARD, INC.
730 CENTRAL AVENUE
MURRAY HILL, NEW JERSEY 07974
March 10, 2000
Dear Shareholder:
Your Board of Directors joins me in extending an invitation to attend the
2000 Annual Meeting of Shareholders which will be held on Wednesday, April 19,
2000, at the Hamilton Park Conference Center, 175 Park Avenue, Florham Park, New
Jersey. The meeting will start promptly at 10:00 a.m.
We sincerely hope you will be able to attend and participate in the
meeting. We will report on the Company's progress and respond to questions you
may have about the Company's business. There will also be important items to be
acted upon by shareholders.
If you plan to attend the meeting and are a shareholder of record, please
mark your proxy card in the space provided for that purpose. An admission ticket
is included with the proxy card for each shareholder of record. If your shares
are not registered in your name, please advise the shareholders of record (your
bank, broker, etc.) that you wish to attend. That firm must provide you with
evidence of your ownership, which will enable you to gain admission to the
meeting.
Whether or not you plan to attend, it is important that your shares be
represented and voted at the meeting. As a shareholder of record, you can vote
your shares by telephone in accordance with the instructions set forth on the
enclosed proxy card, or mark your vote on the proxy card, sign and date it and
mail it in the envelope provided.
Sincerely,
/s/ William H. Longfield
WILLIAM H. LONGFIELD
Chairman and
Chief Executive Officer
<PAGE> 3
C. R. BARD, INC.
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 2000
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of C. R.
Bard, Inc. will be held on Wednesday, April 19, 2000, at the Hamilton Park
Conference Center, 175 Park Avenue, Florham Park, New Jersey, at 10:00 a.m. for
the following purposes:
1. To elect three Class I directors for a term of three years;
2. To ratify the appointment of Arthur Andersen LLP as independent public
accountants for the year 2000; and
3. To transact such other business as may properly come before the meeting
and any adjournments thereof.
Only shareholders of record at the close of business on February 28, 2000,
are entitled to notice of and to vote at the meeting.
A copy of the Annual Report of C. R. Bard, Inc. for 1999 is enclosed with
this Notice, the attached Proxy Statement and the accompanying proxy card.
All shareholders are urged to attend the meeting in person or by proxy.
Shareholders who do not expect to attend the meeting are requested to vote
either: (i) by phone as directed on the enclosed proxy card; or (ii) by
completing, signing and dating the enclosed proxy card and returning it promptly
in the self-addressed envelope provided.
By order of the Board of Directors
NADIA C. ADLER
Secretary
March 10, 2000
NO MATTER HOW MANY SHARES YOU OWNED
ON THE RECORD DATE, YOUR VOTE IS IMPORTANT.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS EITHER (I) BY PHONE AS DIRECTED ON
THE ENCLOSED PROXY CARD; OR (II) ON THE ENCLOSED PROXY CARD BY SIGNING, DATING
AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN PHONING IN YOUR VOTE OR MAILING YOUR PROXY CARD PROMPTLY.
<PAGE> 4
C. R. BARD, INC.
730 CENTRAL AVENUE
MURRAY HILL, NEW JERSEY 07974
---------------------
PROXY STATEMENT
---------------------
GENERAL
The accompanying proxy is solicited on behalf of the Board of Directors of
C. R. Bard, Inc. (the "Company") for use at the Annual Meeting of Shareholders
referred to in the foregoing notice and at any adjournment thereof. It is
expected that this Proxy Statement and the accompanying proxy will be mailed
commencing March 10, 2000, to each shareholder entitled to vote.
Shares represented by proxies, if such proxies are properly given and not
revoked, will be voted in accordance with the specifications given thereby or,
if no specifications are given, will be voted FOR the election as directors of
all nominees named herein, FOR Proposal No. 2 and in accordance with the
discretion of the named attorneys and proxies on any other business. Any proxy
may be revoked at any time before it is exercised by notice in writing delivered
to the Secretary of the Company.
Under New Jersey law and the Company's By-Laws, the presence in person or
by proxy of the holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Annual Meeting of Shareholders
constitutes a quorum. Directors are elected by a plurality of the votes cast at
the Annual Meeting of Shareholders. The approval of Proposal No. 2 requires the
affirmative vote of a majority of the votes cast on the proposal.
Votes cast at the Annual Meeting of Shareholders will be tabulated by the
Company's transfer agent. Votes withheld for the election of directors have no
impact on the election of directors, and abstentions and broker non-votes will
have no effect on Proposal No. 2.
On February 28, 2000, the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting of Shareholders, the
outstanding voting securities of the Company consisted of 50,831,338 shares of
Common Stock. Each share is entitled to one vote.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
There are currently nine members of the Board of Directors, divided into
three classes. Class I consists of three directors whose terms expire in 2000.
Class II consists of three directors whose terms expire in 2001. Class III
consists of three directors whose terms expire in 2002. Upon election by
shareholders, directors serve for a three-year term and until their successors
are elected and qualified.
Three directors are to be elected at the Annual Meeting of Shareholders.
Two current members of the Board of Directors constituting Class I directors are
nominated for re-election. One current member of the Board of Directors, who is
designated as a nominee for election as a Class I director, is also nominated to
be elected.
Votes pursuant to the accompanying proxy will be cast, unless otherwise
indicated on the proxy, for the election of the three nominees named below. In
the event that any such nominee shall be unable to serve as a director, it is
intended that the proxy solicited hereby will be voted for such other person or
persons as may be nominated by the Board of Directors. Management has no reason
to believe that any nominee will be unable to serve.
<PAGE> 5
Set forth below are the names, principal occupations and ages of the three
nominees for election as directors and the other current directors, as well as
certain information relating to other positions held by them with the Company
and other companies. Except as otherwise indicated, the information set forth
below as to principal occupation is for at least the last five years. There are
no family relationships among directors and nominees.
NOMINEES FOR RE-ELECTION AS CLASS I DIRECTORS
<TABLE>
<C> <S>
MARC C. BRESLAWSKY MARC C. BRESLAWSKY
President and Chief Operating Officer of Pitney Bowes Inc.
(systems to manage the exchange and distribution of
information and packages) since May 1996, having been Vice
Chairman since October 1994 and President of Pitney Bowes
Office Systems from 1990 to 1994; age 57. Mr. Breslawsky has
been a director since 1996 and is a member of the Audit
Committee, Finance Committee and Compensation Committee. He
is also a director of Pitney Bowes Inc., The United
Illuminating Company, Pitney Bowes Credit Corp. and The
Pittston Company.
WILLIAM T. BUTLER, WILLIAM T. BUTLER, M.D.
M.D.
Chancellor of Baylor College of Medicine since January 1996,
having been President and Chief Executive Officer from 1979
to 1996; age 67. Dr. Butler has been a director since 1988
and is a member of the Compensation Committee, Regulatory
Compliance Committee and Governance Committee. He is a
member of the Institute of Medicine of the National Academy
of Sciences. He is also a director of Lyondell Chemical
Company and has been Chairman of Lyondell Chemical Company
since June 1997.
</TABLE>
NOMINEE FOR ELECTION AS A CLASS I DIRECTOR
<TABLE>
<C> <S>
ELAINE L. CHAO ELAINE L. CHAO
Distinguished Fellow, The Heritage Foundation (a research
and educational institute) since 1996 and Chairman of the
Foundation's Asia Advisory Council, having been Director of
the Peace Corps from 1991 to 1992 and President and Chief
Executive Officer of United Way of America from 1992 to
1996; age 46. Ms. Chao was elected a director in 1999 and is
a member of the Audit Committee, Finance Committee and
Regulatory Compliance Committee. She is also a director of
Northwest Airlines, Inc., Dole Food Company, Inc., Millipore
Corporation and The Clorox Company.
</TABLE>
2
<PAGE> 6
OTHER DIRECTORS OF THE COMPANY
CLASS II DIRECTORS
(TERMS EXPIRE IN 2001)
<TABLE>
<C> <S>
Robert P. Luciano ROBERT P. LUCIANO
Chairman Emeritus of Schering-Plough Corporation
(pharmaceuticals and consumer products), having been
Chairman and Chief Executive Officer from January 1986 to
December 1995 and Chairman from January 1996 to November
1998; age 66. Mr. Luciano has been a director since 1981 and
is a member of the Executive Committee, Compensation
Committee and Governance Committee. He is also a director of
Honeywell Inc., Merrill Lynch & Co., Inc. and
Schering-Plough Corporation.
Anthony Welters ANTHONY WELTERS
Chairman and Chief Executive Officer of AmeriChoice
Corporation (managed health care services holding company)
and its predecessor companies since 1989; age 45. Mr.
Welters was elected a director in 1999 and is a member of
the Finance Committee, Governance Committee and Regulatory
Compliance Committee. Mr. Welters is a recipient of the
prestigious Horatio Alger award and now serves as a director
of the Horatio Alger Association. He is also a director of
West Pharmaceutical Services, Inc. and serves as Vice
Chairman of the Board of Trustees for the Morehouse School
of Medicine in Atlanta.
Tony L. White TONY L. WHITE
Chairman, President and Chief Executive Officer of PE
Corporation (life science systems and analytical
instruments) since September 1995, having been Executive
Vice President, Baxter International Inc. from November 1993
to September 1995 and Executive Vice President, Global
Business, Baxter International Inc. from March 1992 to
November 1993; age 53. Mr. White has been a director since
1996 and is a member of the Executive Committee, Audit
Committee and Compensation Committee. He is also a director
of Ingersoll-Rand Company.
</TABLE>
3
<PAGE> 7
CLASS III DIRECTORS
(TERMS EXPIRE IN 2002)
<TABLE>
<C> <S>
T. Kevin Dunnigan T. KEVIN DUNNIGAN
Chairman of Thomas & Betts Corporation
(electrical/electronic components, connectors and
accessories) since 1997; Chairman and Chief Executive
Officer from 1992 to 1997; Chief Executive Officer from 1985
to 1992; and President from 1980 to 1994; age 62. Mr.
Dunnigan has been a director since 1994 and is a member of
the Executive Committee, Audit Committee and Governance
Committee. He is also a director of Pro Mach, Inc.
Regina E. REGINA E. HERZLINGER
Herzlinger
Nancy R. McPherson Professor of Business Administration,
Harvard Business School since 1971; age 56. Professor
Herzlinger has been a director since 1991 and is a member of
the Audit Committee, Finance Committee and Regulatory
Compliance Committee. She is also a director of Deere &
Company, Cardinal Health, Inc. and Schering-Plough
Corporation.
William H. WILLIAM H. LONGFIELD
Longfield
Chairman, President and Chief Executive Officer since
September 1995, having been President and Chief Executive
Officer since June 1994 and President and Chief Operating
Officer from September 1991 to June 1994; age 61. Mr.
Longfield has been a director since 1990 and is a member of
the Executive Committee and Governance Committee. He is also
a director of Manor Care, Inc., West Pharmaceutical
Services, Inc. and Horizon Health Corporation
</TABLE>
4
<PAGE> 8
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below indicates all persons who, to the knowledge of management,
beneficially owned more than 5% of the Company's outstanding Common Stock as of
February 28, 2000:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------------------------ ------------------ --------
<S> <C> <C>
FMR Corp.................................................... 5,747,158(1) 11.23
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ---------------
(1) Fidelity Management & Research Company ("Fidelity"), a wholly owned
subsidiary of FMR Corp. ("FMR") and a registered investment adviser, is the
beneficial owner of 5,680,130 shares as a result of acting as investment
adviser to various registered investment companies (the "Funds"). The
ownership of one investment company, Fidelity Growth & Income Fund, amounted
to 4,381,200 shares. Fidelity Management Trust Company ("FMTC"), a wholly
owned subsidiary of FMR, is the beneficial owner of 67,028 shares as a
result of serving as investment manager of various institutional accounts.
Edward C. Johnson 3d, FMR's Chairman and principal stockholder, FMR, through
its control of Fidelity, and the Funds each has sole power to dispose of the
5,680,130 shares owned by the Funds, and Mr. Johnson and FMR, through its
control of FMTC, each has sole power to vote and dispose of 67,028 shares
owned by the institutional accounts. The Funds' Boards of Trustees have sole
power to vote all shares owned by the Funds. Fidelity carries out the voting
of the Funds' shares under written guidelines established by the Funds'
Boards of Trustees. Members of Mr. Johnson's family are the predominant
owners of Class B shares of common stock of FMR. Mr. Johnson owns 12.0% and
Abigail P. Johnson, a Director of FMR, owns 24.5% of the voting stock of
FMR. The Johnson family and all other Class B shareholders have entered into
a shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Through their
ownership of voting common stock and the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group as to FMR. The share information
reflected is based on the Schedule 13G filed by FMR on February 11, 2000.
5
<PAGE> 9
SECURITIES OWNERSHIP OF MANAGEMENT
The table below contains information as of February 28, 2000, with respect
to the beneficial ownership of Common Stock of the Company by each director of
the Company and the Company's Chief Executive Officer and four other most highly
compensated executive officers (collectively, the "Named Executive Officers")
and all directors and executive officers as a group (including the Named
Executive Officers). At that date, no director or executive officer owned more
than 1% of the outstanding Common Stock and all directors and executive officers
as a group (22 people) owned beneficially 1.2% of the outstanding Common Stock.
Unless otherwise noted in the footnotes following the table, the persons as to
whom the information is given had sole voting and investment power over the
shares of Common Stock shown as beneficially owned.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
--------------------------------------
RIGHT TO
ACQUIRE WITHIN
HELD AS OF 60 DAYS OF
FEBRUARY 28, FEBRUARY 28, 2000
NAME 2000(1) UNDER OPTIONS
- ---- ------------ -----------------
<S> <C> <C>
Marc C. Breslawsky.......................................... 9,843 1,200
William T. Butler, M.D...................................... 9,949 3,600
Elaine L. Chao.............................................. 1,922 -0-
T. Kevin Dunnigan........................................... 15,778 1,800
Regina E. Herzlinger........................................ 15,240 3,600
Guy J. Jordan............................................... 40,590 41,983
William H. Longfield........................................ 222,244 431,448
Robert P. Luciano........................................... 32,164 3,600
Timothy M. Ring............................................. 42,160 50,414
Charles P. Slacik........................................... 32,643 7,500
John H. Weiland............................................. 46,250 30,911
Anthony Welters............................................. 2,341 -0-
Tony L. White............................................... 9,753 1,200
All Directors and Executive Officers as a group (22
people)................................................... 603,287 798,086
</TABLE>
- ---------------
(1) Includes phantom stock shares credited to the accounts of non-employee
directors under the Deferred Compensation Agreement for Non-Employee
Directors, as follows: Marc C. Breslawsky, 4,592; Elaine L. Chao, 868; Kevin
Dunnigan, 6,513; Regina E. Herzlinger, 9,764; Anthony Welters, 987; Tony L.
White, 4,477. See "Compensation of Outside Directors -- Fees and Deferred
Compensation." Includes share equivalent units credited to the accounts of
non-employee directors under the Stock Equivalent Plan for Outside
Directors, as follows: Marc C. Breslawsky, 4,451; William T. Butler, M.D.,
3,043; Elaine L. Chao, 854; T. Kevin Dunnigan, 7,265; Regina E. Herzlinger,
3,043; Robert P. Luciano, 25,558; Anthony Welters, 854; Tony L. White,
4,451. See "Compensation of Outside Directors -- Stock Equivalent Plan for
Outside Directors."
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, the Company's directors, officers and
ten percent shareholders are required to report to the Securities and Exchange
Commission and the New York Stock Exchange, by specific dates, transactions and
holdings in the Company's Common Stock. Based solely on its review of the copies
of such forms received by it or written representations from certain reporting
persons that no annual corrective filings were required for those persons, the
Company believes that during fiscal year 1999 all these filing requirements were
timely satisfied.
BOARD MEETINGS AND COMMITTEES
Seven regular meetings of the Board of Directors were held during 1999. The
average attendance of all directors at the seven Board meetings was 95%. The
average attendance of all directors at all meetings of the Board and Committees
of the Board during 1999 was 94%. During this period each director attended 92%
or more of all meetings of the Board of Directors and of the Committees on which
he or she served.
6
<PAGE> 10
The Board of Directors has several standing committees, including, among
others, an Audit Committee, a Compensation Committee and a Governance Committee.
The Audit Committee, currently composed of directors Breslawsky, Chao,
Dunnigan, Herzlinger and White, met two times during 1999. The principal
functions of the Audit Committee are to (i) make recommendations to the full
Board of Directors concerning the appointment of independent public accountants;
(ii) review the scope of the audit and related fees; (iii) review the Company's
accounting principles, policies and reporting practices with the independent
public accountants, internal auditors and management; (iv) discuss with the
independent public accountants the results of their audit and determine what
action, if any, is required with respect to the Company's internal control
structure; (v) meet separately with each of the independent public accountants
and the internal auditors and (vi) consider other audit and nonaudit matters
from time to time as requested by the full Board of Directors.
The Compensation Committee, currently composed of directors Breslawsky,
Butler, Luciano and White, met three times during 1999. The principal functions
of the Compensation Committee are to review and report to the Board of Directors
on all matters involving compensation of employees and management and to
administer the Company's 1994 Executive Bonus Plan, 1993 Long Term Incentive
Plan, as amended and restated, and Management Stock Purchase Plan.
The Governance Committee, currently composed of directors Butler, Dunnigan,
Longfield, Luciano and Welters, met two times during 1999. The principal
functions of the Governance Committee are to advise and make recommendations to
the Board of Directors on all matters concerning Board procedures and
directorship practices. The Committee also reviews and makes recommendations to
the Board of Directors concerning the qualifications and selection of candidates
as nominees for election as directors and will consider nominees recommended by
shareholders. Such recommendations should be submitted to the Secretary of the
Company. In addition, the Governance Committee administers the Company's Stock
Equivalent Plan for Outside Directors and the Company's 1988 Directors Stock
Award Plan, as amended and restated.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
The Company's executive compensation program is designed to create a link
between pay and performance. Performance is the critical factor in all
compensation decisions. The Company relies on established compensation
consultants to analyze and evaluate the total compensation paid to executives
against that of competitive companies. The components of total compensation are
base salary, annual cash bonus incentives and long-term incentives. The
Compensation Committee believes that a strong link between pay and performance
will enhance the Company's ability to attract, motivate and retain key
employees.
Stock Ownership Program
To further align the interests of management and shareholders, the
Compensation Committee established formal stock ownership guidelines for the
Named Executive Officers and others holding senior executive positions at the
corporate and divisional levels. The ownership guidelines are expressed in terms
of the value of the Company's Common Stock held by the executive as a multiple
of that executive's base salary.
Under the guidelines of this program, the Chief Executive Officer is
required to own a multiple of five times base salary, the Chief Financial
Officer and Group Presidents three times base salary and other executives one to
two times base salary. Executives subject to the stock ownership guidelines are
required to contribute a minimum of 25% of their annual cash bonuses to purchase
Common Stock of the Company under the Company's Management Stock Purchase Plan
(the "MSPP") and will be required to continue to do so annually until such time
as the executive has reached the applicable ownership guidelines. After the
executive has reached the applicable ownership guidelines, contribution to the
MSPP is voluntary. Messrs. Longfield, Jordan, Ring, Slacik and Weiland
contributed 100%, 75%, 30%, 100% and 100%, respectively, of their 1999 bonuses
to purchase Common Stock of the Company under the MSPP. Executives who are
subject to ownership guidelines have five years to meet the applicable
guidelines.
7
<PAGE> 11
While the Named Executive Officers and other executives in this program
have been given five years in which to comply with this program, the
Compensation Committee will monitor participation and expects that incremental
progress will be made each year by each executive.
Base Salaries
Base salaries are determined by evaluating the responsibility of the
executive and by reference to the competitive marketplace for executive talent.
In order to attract and retain high caliber executives, base salaries are
targeted slightly above average but below the high end compared with the
Company's competition for executive talent. The Company believes that its
competition for executive talent comes from a selected group of companies in the
same industry as, and with sales and products similar to those of, the Company.
This selected group of companies is larger than and does not contain all the
companies in the peer group which makes up the S&P Medical Products and Supplies
Index in the Comparison of Five Year Cumulative Total Returns below, as the
Company believes that reference to the S&P Medical Products and Supplies Index
provides the most meaningful comparison for shareholder returns, while the
larger, selected group of companies is more representative of the Company's
competition for executive talent.
In determining base salary increases as well as total compensation, the
Compensation Committee takes into account corporate and individual performance
and the salary levels prevailing at the selected group of companies described
above. Increases in base salaries are influenced by the performance of the
Company and the individual as compared with established goals and objectives.
Goals and objectives vary by individual and include the attainment of targeted
levels of sales, net profits, earnings per share and return on shareholders'
investment. For purposes of base salary increases, no particular weight is
assigned to any goal.
In determining the base salary of Mr. Longfield, the Compensation Committee
weighed corporate and individual performance more heavily than analysis of
competitive salary data. The Compensation Committee considers the recommendation
of Mr. Longfield in approving the base salaries of all executives whose base
salaries exceed $150,000 annually, including the Named Executive Officers. Goals
and objectives for these individuals are based on the targeted levels described
above for the Divisions or corporate staff functions for which they are
responsible and on individual strategic and operational initiatives. Performance
is weighed more heavily than competitive salary data.
Each year, the Compensation Committee establishes a merit fund which is
used to increase base salaries for professional and managerial employees. The
amount of the merit fund is determined on the basis of an analysis of several
industry specific and general, non-industry specific surveys which are conducted
on an annual basis by consulting companies and trade associations. Individuals
receive a salary increase paid out of the merit fund based on a formula which is
designed to reward superior individual performance.
Bonus Plans
Awards under the Company's bonus plans are determined on the basis of the
degree to which corporate and, in certain cases, group financial and individual,
non-financial goals are attained.
Actual incentive compensation awards may be either more or less than
targeted amounts depending on actual results compared with corporate, group and
individual performance measures. Thus, the Company's incentive plans create a
direct link between pay and performance.
At the beginning of each year, the Board of Directors, for corporate
planning purposes and in consultation with the management of the Company,
approves certain financial targets for the Company, including an earnings per
share target. The earnings per share target then becomes the critical financial
indicator used by the Compensation Committee in determining awards under the
Company's bonus plans for Mr. Longfield and the other executive officers, other
than Group Presidents whose bonuses are determined as described below. All
bonuses are based on operational results exclusive of certain items of an
unusual and/or non-recurring nature.
Certain executive officers of the Company, including the Named Executive
Officers, receive their bonuses under the Company's 1994 Executive Bonus Plan.
Bonuses under this plan for 1999 were determined
8
<PAGE> 12
by reference to the degree to which the Company's earnings per share target for
1999 was achieved and, with respect to Group Presidents, including Messrs.
Jordan, Ring and Weiland, with equal weight by reference to the degree to which
the net income target established for their respective groups was achieved. In
1999, the Company's earnings per share target was achieved and the net income
targets for the groups of Messrs. Jordan, Ring and Weiland were achieved.
Bonuses for the Company's other executive officers for 1999 were determined
by reference to the degree to which the Company's earnings per share target for
1999 was achieved. In 1999, the Company's earnings per share target was
achieved.
Restricted Stock Awards
Under the Company's 1993 Long Term Incentive Plan, as amended and restated,
in 1999 the Compensation Committee granted restricted stock to selected
executive officers including the Named Executive Officers. Restricted stock
vests in accordance with a schedule specified by the Compensation Committee.
All grants of restricted stock made to the Named Executive Officers in 1999
(other than a grant made to Mr. Slacik at the time he was hired) vest based upon
performance measures ("Performance Shares"). One half of the shares awarded to
each recipient in 1999 as Performance Shares become eligible for vesting if,
within two years following the date of grant, the closing price of the Company's
Common Stock reaches at least $63.50 and the average of the closing prices of
the Company's Common Stock during the following 30-consecutive-day period is at
least $63.50. All of the shares awarded to each recipient in 1999 as Performance
Shares that have not previously become eligible for vesting become eligible for
vesting if (i) within three years following the date of grant, the closing price
of the Company's Common Stock reaches at least $73.00 and the average of the
closing prices of the Company's Common Stock during the following
30-consecutive-day period is at least $73.00 or (ii) the Company attains
cumulative earnings per share growth of at least 45% within any period of three
consecutive fiscal years, or any shorter period within any period of three
consecutive fiscal years, beginning with 1999 or any fiscal year thereafter.
Earnings per share growth is determined excluding the effects of unusual or
non-recurring events. Performance Shares awarded in 1999 that have become
eligible for vesting cease to be subject to risk of forfeiture provided that the
recipient remains employed by the Company during the period beginning on the
date of grant and ending on the five-year anniversary of the date on which the
Performance Shares become eligible for vesting. The Compensation Committee does
not expect to make additional awards of restricted stock to recipients of
Performance Shares awarded in 1999 until the Performance Shares have become
eligible for vesting.
Restricted stock is combined with other long-term incentives to target
total compensation for long-term incentives at slightly above the average but
below the high end of the selected group of companies described above. The
formula for determining the number of shares of restricted stock, other than
Performance Shares, granted to each individual is weighted for attainment of
goals and objectives. Executive officers may receive more or less than the
targeted amounts depending on actual results compared with corporate and, in
certain cases, group and individual performance measures as described under
"Bonus Plans." The number of Performance Shares granted to each individual is
determined by the Compensation Committee.
Stock Options
Under the Company's 1993 Long Term Incentive Plan, as amended and restated,
in 1999 the Compensation Committee granted stock options to selected executive
officers, including the Named Executive Officers. The Compensation Committee
granted limited stock appreciation rights, which may only be exercised in the
event of a change of control of the Company, in tandem with all stock options
granted to executive officers. Stock options vest in accordance with a schedule
specified by the Compensation Committee.
All grants of stock options made in 1999 (other than grants made to
executive officers at the time they were hired) vest based, in part, upon
performance measures ("Performance Options"). One half of the shares subject to
Performance Options awarded to each recipient in 1999 vest if, within two years
following the date
9
<PAGE> 13
of grant, the closing price of the Company's Common Stock reaches at least
$62.48 and the average of the closing prices of the Company's Common Stock
during the following 30-consecutive-day period is at least $62.48. All of the
shares subject to Performance Options awarded to each recipient in 1999 that
have not previously vested vest (i) if within three years following the date of
grant, the closing price of the Company's Common Stock reaches at least $69.70
and the average of the closing prices of the Company's Common Stock during the
following 30-consecutive-day period is at least $69.70, (ii) if the Company
attains cumulative earnings per share growth of at least 45% within any period
of three consecutive fiscal years, or any shorter period within any period of
three consecutive fiscal years, beginning with 1999 or any fiscal year
thereafter or (iii) on the seventh anniversary of the date of grant. Earnings
per share growth is determined excluding the effects of unusual or non-recurring
events.
Stock options are combined with other long-term incentives to target total
compensation for long-term incentives at slightly above the average but below
the high end of the selected group of companies described above. In determining
the number of options granted to each individual, including Performance Options,
the Compensation Committee uses a formula weighted for attainment of goals and
objectives. Executive Officers may receive more or less than targeted amounts
depending on actual results compared with corporate and, in certain cases, group
and individual performance measures as described under "Bonus Plans."
The Company uses the Black-Scholes method to determine the potential value
of stock options.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code of 1986, enacted in 1993,
generally disallows a tax deduction to public companies for compensation over
$1,000,000 paid to the Chief Executive Officer and the four other most highly
compensated executive officers for 1994 and thereafter. Qualifying
performance-based compensation is not subject to the deduction limit if certain
requirements are met. The Company's 1994 Executive Bonus Plan and 1993 Long Term
Incentive Plan, as amended and restated, have been structured such that annual
incentive bonuses and long-term equity-based compensation paid thereunder for
the Company's most senior executives should constitute qualifying
performance-based compensation under Section 162(m). The Company's shareholders
have approved both such plans. However, the Compensation Committee recognizes
that unanticipated future events, such as a change of control of the Company or
a change in executive personnel, could result in a disallowance of compensation
deduction under Section 162(m). Moreover, the Compensation Committee may from
time to time award compensation that is non-deductible under Section 162(m) when
in the exercise of the Compensation Committee's business judgment such award
would be in the best interest of the Company. The Compensation Committee
believes that all compensation reported in the Summary Compensation Table below
for 1999 should be deductible under the Internal Revenue Code.
THE COMPENSATION COMMITTEE
Robert P. Luciano, Chairman
Marc C. Breslawsky
William T. Butler, M.D.
Tony L. White
10
<PAGE> 14
SUMMARY COMPENSATION TABLE
The table below sets forth information concerning compensation earned by
the Named Executive Officers during the last three fiscal years.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ----------------------- -------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTPIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) (#)(3) ($) ($)(4)
------------------ ---- ------- --------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William H. Longfield..... 1999 740,000 488,400 184,121 -0- 100,000 -0- 284,219
Chairman and Chief 1998 683,000 614,700 520,386 -0- 80,000 -0- 216,080
Executive Officer 1997 650,000 286,000 19,110 -0- 55,980 32,893(5) 209,476
Guy J. Jordan............ 1999 325,000 159,673 39,931 -0- 25,000 -0- 67,960
Group President 1998 293,283 172,800 35,175 -0- 20,000 -0- 39,916
1997 245,000 93,200 -0- -0- 13,056 -0- 16,866
Timothy M. Ring.......... 1999 350,000 181,125 18,122 -0- 25,000 -0- 19,035
Group President 1998 323,552 219,375 51,777 -0- 20,000 -0- 15,484
1997 278,075 82,600 -0- -0- 12,348 -0- 14,408
Charles P. Slacik*....... 1999 326,250 231,500(6) 60,515 401,000 50,000 -0- 18,520
Senior Vice President
and Chief Financial
Officer
John H. Weiland.......... 1999 350,000 196,875 65,645 -0- 25,000 -0- 17,962
Group President 1998 318,333 191,588 155,891 -0- 20,000 -0- 15,298
1997 280,833 116,300 -0- -0- 12,212 -0- 13,084
</TABLE>
- ---------------
* Prior to January 6, 1999, Mr. Slacik was not affiliated with the Company.
(1) For 1999 and 1998, the amounts for Mr. Longfield include $21,294 and
$20,202, respectively, of dividend equivalents paid under the Long Term
Performance Incentive Plan ("LTPIP Dividend Equivalents"). For 1997, the
entire amount for Mr. Longfield represents LTPIP Dividend Equivalents. No
grants have been made under the Long Term Performance Incentive Plan since
January 1, 1993.
Beginning with bonuses earned in 1998, the Named Executive Officers are, in
certain circumstances, required to contribute a portion of their bonuses to
purchase Common Stock of the Company at a discount under the MSPP. The
executives are also permitted to contribute the remaining portion of their
bonuses to purchase Common Stock of the Company at the same discount under
the MSPP. See "Executive Compensation --Compensation Committee
Report --Stock Ownership Program." Messrs. Longfield, Jordan, Ring, Slacik
and Weiland contributed 100%, 75%, 30%, 100% and 100%, respectively, of
their 1999 bonuses to purchase Common Stock of the Company under the MSPP.
For 1999 and 1998, the amounts for Mr. Longfield include discounts of
$162,827 and $500,184, respectively, on Common Stock of the Company
purchased under the MSPP (the "MSPP Discount"). For 1999 and 1998, the
entire amounts for Messrs. Jordan, Ring, Slacik and Weiland represent the
MSPP Discount. None of the shares of Common Stock acquired under the MSPP
can be transferred during the three-year period beginning from the time they
are acquired. In addition, with respect to shares of Common Stock
representing the discount, a prorated number of such shares are forfeited if
the executive's employment is terminated because of death, retirement or
disability during such three-year period, and all of such shares are
forfeited if the executive's employment is otherwise terminated during such
three-year period. In the event of a change of control of the Company,
however, all restrictions on the shares of Common Stock acquired under the
MSPP lapse.
(2) Awards made in 1999 of shares of restricted stock that are subject to
performance-based conditions on vesting are reported below under "Long-Term
Incentive Plan -- Awards in Last Fiscal Year." As of December 31, 1999:
William H. Longfield held an aggregate of 144,250 shares of restricted stock
with an aggregate value of $7,645,250; Guy J. Jordan held an aggregate of
30,870 shares of restricted stock with an aggregate value of $1,636,110;
Timothy M. Ring held an aggregate of 32,160 shares of restricted stock with
an aggregate value of $1,704,480; Charles P. Slacik held an aggregate of
27,000 shares of restricted stock with an aggregate value of $1,431,000; and
John H. Weiland held an aggregate of 32,410 shares of restricted stock with
an aggregate value of $1,717,730.
Dividends are paid on all shares of restricted stock.
(3) Grants consist of stock options with attached limited rights exercisable in
the event of a change of control. See "Certain Compensation Arrangements"
below for a description of the material features of the limited stock
appreciation rights.
(4) As required by the rules of the Securities and Exchange Commission, the
amounts reflected in this column include the annual accruals to the
employees' accounts under the Supplemental Insurance/Retirement Plan. Under
this plan, the annual accruals are disproportionately higher in the later
years of an employee's participation in order to create an incentive to an
executive to continue employment with the Company until at least age 62 when
accruals cease. The Company believes that a more realistic reflection of
11
<PAGE> 15
the accruals under the Supplemental Insurance/Retirement Plan is the
actuarial average, over the years of an executive's participation in the
plan, of the aggregate expected accruals under the plan. On this basis, the
actuarial average accrual amounts for Messrs. Longfield, Jordan, Ring,
Slacik and Weiland would be $159,991, $33,398, $16,375, $11,605 and $22,744,
respectively, in 1999, as opposed to the amounts reflected in the column.
The actuarial average accrual amounts for Messrs. Longfield, Jordan, Ring
and Weiland would be $135,792, $18,546, $11,121 and $17,492, respectively,
in 1998 and $130,029, $16,100, $9,796 and $16,070, respectively, in 1997, as
opposed to the amounts reflected in the column.
For William H. Longfield, the 1999 amount in the column represents Company
contributions of $4,000 under the Retirement Savings Plan, $274,546 accrued
under the Supplemental Insurance/Retirement Plan and $5,673 which, net of
tax, is reimbursement for insurance premiums paid under such latter plan;
the 1998 amount in the column represents Company contributions of $4,000
under the Retirement Savings Plan, $204,702 accrued under the Supplemental
Insurance/Retirement Plan and $7,378 which, net of tax, is reimbursement for
insurance premiums paid under such latter plan, and the 1997 amount in the
column represents Company contributions of $4,000 under the Retirement
Savings Plan, $198,810 accrued under the Supplemental Insurance/Retirement
Plan and $6,666 which, net of tax, is reimbursement for insurance premiums
paid under such latter plan.
For Guy J. Jordan, the 1999 amount in the column represents Company
contributions of $4,000 under the Retirement Savings Plan, and $63,960
accrued under the Supplemental Insurance/Retirement Plan; the 1998 amount in
the column represents Company contributions of $4,000 under the Retirement
Savings Plan and $35,916 accrued under the Supplemental Insurance/Retirement
Plan, and the 1997 amount in the column represents Company contributions of
$4,000 under the Retirement Savings Plan and $12,866 accrued under the
Supplemental Insurance/Retirement Plan.
For Timothy M. Ring, the 1999 amount in the column represents Company
contributions of $4,000 under the Retirement Savings Plan, and $14,434
accrued under the Supplemental Insurance/Retirement Plan and $601 which, net
of tax, is reimbursement for insurance premiums paid under such latter plan;
the 1998 amount in the column represents Company contributions of $4,000
under the Retirement Savings Plan, $10,626 accrued under the Supplemental
Insurance/Retirement Plan and $858 which, net of tax, is reimbursement for
insurance premiums paid under such latter plan, and the 1997 amount in the
column represents Company contributions of $4,000 under the Retirement
Savings Plan, $9,634 accrued under the Supplemental Insurance/Retirement
Plan and $774 which, net of tax, is reimbursement for insurance premiums
paid under such latter plan.
For Charles P. Slacik, the 1999 amount in the column represents Company
contributions of $4,000 under the Retirement Savings Plan and $14,520
accrued under the Supplemental Insurance/Retirement Plan.
For John H. Weiland, the 1999 amount in the column represents Company
contributions of $4,000 under the Retirement Savings Plan, and $13,962
accrued under the Supplemental Insurance/Retirement Plan; the 1998 amount in
the column represents Company contributions of $4,000 under the Retirement
Savings Plan and $11,298 accrued under the Supplemental Insurance/Retirement
Plan, and the 1997 amount in the column represents Company contributions of
$4,000 under the Retirement Savings Plan and $9,084 accrued under the
Supplemental Insurance/Retirement Plan.
(5) The dollar amount was derived by multiplying the number of vested
performance units by $10.09, the book value of a share of the Common Stock
of the Company at December 31, 1997. These payouts are not made until the
employee retires or otherwise leaves employment with the Company. No grants
have been made under the LTPIP since January 1, 1993.
(6) Includes a bonus of $50,000 paid to Mr. Slacik at the time he joined the
Company.
CERTAIN COMPENSATION ARRANGEMENTS
The Company has an agreement with Mr. Longfield that provides for benefits
upon any termination of employment within three years after a change of control
(defined to include the acquisition by a person or a group of 20% or more of the
voting power of the Company's stock or a change in the members of the Board of
Directors such that the continuing directors cease to constitute a majority of
the Board of Directors). This agreement expires three years after any change of
control; but, under certain circumstances may be terminated by the Board of
Directors prior to any change of control, and will expire immediately upon the
earlier of Mr. Longfield's death, permanent disability or termination of
employment for cause. Benefits include (i) severance pay of three times the sum
of Mr. Longfield's highest base salary and his average annual bonus during the
three years prior to severance and (ii) continued participation in the Company's
benefit plans for one year (or, if such participation is not possible, provision
for substantially similar benefits). The Company has similar agreements with
Messrs. Jordan, Ring, Slacik and Weiland. In addition, the Company has entered
into a Supplemental Executive Retirement Agreement with Mr. Longfield that
provides for additional benefits each year for a period of fifteen years to Mr.
Longfield generally equal to (i) 50% of his salary and bonus averaged over the
five completed calendar years that provide the highest average of all the
completed calendar years ending before the time Mr. Longfield becomes entitled
to benefits under such agreement minus (ii) an amount equal to the annual
payment that would be made to Mr. Longfield if the sum of benefits to which Mr.
Longfield is entitled under the Company's qualified and non-qualified pension
plans (as of the date benefits under the agreement commence) were converted into
an actuarially equivalent 15-year installment
12
<PAGE> 16
payment of benefits. Benefits under this plan commence upon death, disability,
termination other than by reason of discharge for cause, voluntary retirement on
or after age 62, or voluntary retirement within two years after a change of
control. Change of control for this purpose is defined in substantially the same
manner as described above.
The Company provides supplemental annuities to certain officers, including
the Named Executive Officers, and other key employees for a fifteen-year period
commencing on retirement pursuant to the Supplemental Insurance/Retirement Plan
or, with respect to officers, following a termination of employment within two
years after a change of control. Change of control for this purpose is defined
in substantially the same manner as in the agreements with Mr. Longfield.
The Company's 1993 Long Term Incentive Plan, as amended and restated,
provides that the Compensation Committee may grant limited stock appreciation
rights entitling the holder thereof to surrender to the Company, under certain
circumstances, such rights in exchange for cash as described below. A limited
stock appreciation right can only be exercised within the sixty-day period
commencing upon the date of the first public disclosure of a change of control.
Change of control for this purpose is defined in substantially the same manner
as in the agreements with Mr. Longfield. Limited stock appreciation rights are
exercisable whether or not the holder thereof is then employed by the Company.
Upon exercise of a limited stock appreciation right, the holder thereof shall be
entitled to receive an amount in cash equal to the greater of (i) the fair
market value of the shares of the Common Stock of the Company with respect to
which the limited stock appreciation right was exercised over the option price
of such shares and (ii) if the change of control is the result of a transaction
or a series of transactions, the highest price per share of Common Stock of the
Company paid in such transaction or transactions during the sixty-day period up
to the date of exercise over the option price of such shares.
Upon the occurrence of a change of control (defined in substantially the
same manner as in the agreements with Mr. Longfield), the following shall vest
immediately: (i) stock options granted under the Company's prior stock option
plans, (ii) stock options, stock appreciation rights and restricted stock
granted under the Company's 1993 Long Term Incentive Plan, as amended and
restated, and (iii) performance units (representing the right to future cash
payments based on the per share net book value of the Company's Common Stock)
granted under the Company's Long Term Performance Incentive Plan.
Restrictions on shares of Common Stock of the Company acquired under the
MSPP lapse upon a change of control of the Company (defined in substantially the
same manner as in the agreement with Mr. Longfield). See footnote (1) to the
Summary Compensation Table.
COMPENSATION OF OUTSIDE DIRECTORS
Fees and Deferred Compensation
Non-employee directors receive an annual retainer of $26,000 cash plus
$4,400 to be paid at the director's election in either shares of Common Stock
based on the fair market value of the stock on each September Board meeting
date, or added to deferred compensation in an equivalent amount of phantom
stock. In addition, for each Board and Committee meeting attended, each
non-employee director receives a fee of $1,200, except for committee chairmen
who receive a committee meeting fee of $2,400 for each committee meeting
chaired. Under the Deferred Compensation Agreement for Non-Employee Directors,
all or a portion of such cash fees may be deferred at the election of the
director, and any amount so deferred is valued at the election of the director
either (i) as if invested in an interest-bearing account or (ii) as if invested
in units that are valued as if such units were Common Stock of the Company
(phantom stock shares). Deferred fees are payable in cash, in installments or as
a lump sum upon termination of services as a director. Directors who are also
employees do not receive any fees as directors for attendance at Board and
committee meetings.
13
<PAGE> 17
1988 Directors Stock Award Plan, as Amended
Under the Company's 1988 Directors Stock Award Plan, as amended (the "1988
Plan"), directors who are not employees of the Company are awarded additional
compensation under the Company's 1988 Directors Stock Award Plan, as amended.
Formula-Based Stock Options and Stock Awards
In October of the year in which a non-employee director is elected to the
Board of Directors, such non-employee director is granted the right to receive
200 shares of Common Stock of the Company during each year of the director's
term. However, such director is not entitled to any such installment of shares
in the event that for any reason such director is not a non-employee director on
the date on which an installment of shares of Common Stock would otherwise be
transferable under the 1988 Plan. The 1988 Plan provides that no shares of
Common Stock awarded to a non-employee director under the 1988 Plan may be
disposed of until the expiration of two years from the date of the transfer of
such shares to the non-employee director; however, such transfer restriction
ceases to apply upon the death or permanent disability of the non-employee
director.
In July of each year, each non-employee director is granted an option to
purchase 600 shares of Common Stock of the Company. Such options have a ten-year
term and become exercisable with respect to 200 shares of Common Stock of the
Company subject thereto on each of the first three anniversaries following the
date of grant. The purchase price per share of Common Stock of the Company
purchased under an option granted pursuant to the 1988 Plan shall not be less
than the mean between the high and low sale price on the New York Stock
Exchange -- Composite Tape on the date the option was granted.
If a non-employee director shall, by reason other than death or retirement,
cease to be a member of the Board of Directors of the Company while holding an
outstanding option, such non-employee director shall be permitted to exercise
such option within sixty days from the day he or she ceased to be a member of
the Board of Directors; but in no event later than the expiration date of the
option, with respect to all or any part of the entire balance of shares of
Common Stock of the Company to the extent exercisable by such non-employee
director at the time he or she ceased to be a member of the Board of Directors.
If a non-employee director shall die after the date he or she ceases to be a
member of the Board of Directors of the Company while holding an outstanding
option, such option shall be exercisable to the extent, and during the period,
that such option would, but for his or her death, have otherwise been
exercisable by such non-employee director. If a non-employee director shall
cease to be a member of the Board of Directors of the Company by reason of
retirement while holding an outstanding option, such non-employee director shall
be permitted to exercise such option within three years from the last day of the
month in which he or she retired; but in no event later than the expiration date
of the option, with respect to all or any part of the entire balance of shares
of Common Stock of the Company to the extent exercisable by such non-employee
director at the time he or she retired. If a non-employee director shall die
while holding an outstanding option, and at the time of death, such option was
then exercisable with respect to less than 100% of the shares subject thereto,
the number of shares to which such option may be exercisable shall be increased
to 100% of the total number of shares subject thereto. The period during which
such option shall be exercisable shall commence on the date of death and end on
the first anniversary of the month in which the date of death occurred, but in
no event shall the period extend beyond the expiration date of the option.
Nonformula-Based Stock Options and Stock Appreciation Rights
The Governance Committee may award to non-employee directors non-qualified
stock options with or without stock appreciation rights. Nonformula-based
options may be awarded with terms ranging from one to ten years. Unless
otherwise specifically set forth in the grant thereof, no nonformula-based
option will be exercisable during the 12 months following the date of the grant.
After the 12-month period, 25% of the total number of nonformula-based options
granted are exercisable; after 24 months from the date of grant, 50% are
exercisable; after 36 months, 75% are exercisable; and, after 48 months, 100% of
the nonformula-based options granted are exercisable. Notwithstanding anything
to the contrary, the Governance Committee may, when granting nonformula-based
options to any non-employee director, grant options that are exercisable immedi-
14
<PAGE> 18
ately or options that are exercisable according to a schedule different from
that set forth in the preceding sentence. The exercise price per share of Common
Stock with respect to each nonformula-based option shall not be less than 100%
of the fair market value of a share of Common Stock on the day the
nonformula-based option is granted.
If a non-employee director shall cease to be a member of the Board of
Directors by reason of retirement, a nonformula-based option held by such
non-employee director will remain exercisable after cessation of employment for
three years to the extent such nonformula-based option was otherwise exercisable
at the time of retirement. If a non-employee director ceases to be a
non-employee director because of death, a nonformula-based option held by such
non-employee director shall remain exercisable for one year and, if not already
fully exercisable, shall become exercisable with respect to all shares subject
thereto. If a non-employee director ceases to be a non-employee director other
than by reason of death or retirement, a nonformula-based option held by such
non-employee director shall remain exercisable for 60 days, to the extent such
nonformula-based option was otherwise exercisable at the time of termination. If
a non-employee director shall die after the date he or she ceases to be a member
of the Board of Directors while holding an outstanding nonformula-based option,
such option shall be exercisable to the extent, and during the period, that such
nonformula-based option would, but for his or her death, have otherwise been
exercisable by such non-employee director. In no event shall a nonformula-based
option be exercisable beyond the end of the option period.
The Governance Committee may grant stock appreciation rights. Stock
appreciation rights entitle a non-employee director to receive Common Stock or,
with the consent of the Governance Committee, cash in an amount equal to the
excess of the fair market value of a share of Common Stock on the date the right
is exercised over the price at which the non-employee director could exercise a
nonformula-based option to purchase that share. Stock appreciation rights shall
be granted only in connection with the granting of nonformula-based stock
options. Stock appreciation rights shall be exercisable on the same terms as the
nonformula-based options with which they are paired, and a non-employee director
may choose to exercise either a nonformula-based option or the related stock
appreciation right. The exercise of one terminates the other.
On September 8, 1999, the Governance Committee granted to each non-employee
director a nonformula-based option to purchase 600 shares of Common Stock under
the same terms and conditions that apply to formula-based stock options.
Nonformula-Based Restricted Stock, Stock Awards and Unrestricted Stock
An award of restricted stock to a non-employee director entitles the
non-employee director to receive the number of shares of Common Stock specified
by the Governance Committee. An award of restricted stock will vest in
accordance with a schedule specified by the Governance Committee. Except as
otherwise provided by the Governance Committee, a non-employee director
receiving an award of restricted stock shall, prior to the vesting of such
restricted stock, have all the rights of a holder of Common Stock, including the
right to receive dividends or dividend equivalents paid on and the right to vote
such stock. However, prior to the vesting of an award of restricted stock, such
restricted stock may not be sold, assigned, transferred, pledged or otherwise
encumbered. If, prior to the vesting of a non-employee director's restricted
stock, such non-employee director ceases to be a member of the Board of
Directors during the restricted period for any reason other than death or
retirement, the Governance Committee may at the time of cessation of service as
a member of the Board of Directors terminate the restricted period with respect
to any or all of such restricted stock. If the Governance Committee does not
terminate the restricted period with respect to such restricted stock at the
time of such cessation, such restricted stock will be forfeited. If a
non-employee director holding restricted stock ceases to be a member of the
Board of Directors during the restricted period by reason of death or
retirement, restricted stock held by that non-employee director shall become
free of all restrictions thereon and the Company will deliver that restricted
stock to that non-employee director or that non-employee director's beneficiary,
as the case may be, within 60 days.
15
<PAGE> 19
The Governance Committee may grant stock awards in its discretion to
non-employee directors of the Company. A stock award consists of Common Stock to
be distributed in three approximately equal installments, the first delivery on
the date of the stock award and thereafter on the first and second anniversaries
of such date, unless otherwise specified by the Governance Committee. No such
installment will be delivered on any anniversary of the date of the stock award
to a non-employee director whose service as a member of the Board has ceased
(except, in the discretion of the Governance Committee, by reason of death or
retirement).
The Governance Committee may grant awards of unrestricted Common Stock
under the 1988 Plan to non-employee directors, which Common Stock is delivered
to the non-employee director on or about the award date and which is not subject
to any restrictions.
In 1999, the Governance Committee granted awards of Common Stock to those
directors who elected to receive $4,400 of their annual retainer in shares of
Common Stock as described under "-- Fees and Deferred Compensation."
Stock Equivalent Plan for Outside Directors
On January 1, 1997, a Board-approved Stock Equivalent Plan for Outside
Directors (the "Stock Equivalent Plan") replaced a retirement income plan
formerly maintained by the Company, as explained below. Pursuant to the Stock
Equivalent Plan, on December 31 of each year, commencing December 31, 1997, each
non-employee director of the Company is credited with a number of units equal to
(i) the sum of (A) the annual retainer for non-employee directors then in effect
and (B) 12 times the per meeting fee for non-employee directors then in effect,
divided by (ii) the average of the high and low selling prices of the Common
Stock of the Company on the New York Stock Exchange on such date. Upon
termination of service as a non-employee director, a participant in the Stock
Equivalent Plan who shall have served on the Board of Directors for at least
five years shall become entitled to receive an amount in cash equal to the
product of (i) the number of units credited to such participant and (ii) the
average of the closing prices of the Common Stock of the Company on the New York
Stock Exchange during the six-month period immediately preceding such
participant's termination of service, payable in installments over that number
of years equal to the number of full or partial years of such participant's
service on the Board of Directors. In the event of a change of control of the
Company (defined substantially the same as under "Certain Compensation
Arrangements" above), participants in the Stock Equivalent Plan become entitled
to receive benefits thereunder. In the event of a participant's death, his or
her surviving spouse shall receive the same benefits that such director would
have received had he or she survived.
The Company formerly maintained a retirement income plan for non-employee
directors who served on the Board of Directors for at least five years. Upon
retirement, such directors became entitled to receive annual payments equal to
an amount composed of the annual retainer together with an amount based upon the
annual meeting fees in effect at the time of retirement. Such payments were made
for that number of years equal to the number of full or partial years of service
on the Board of Directors. In the event of the retired director's death, his or
her surviving spouse became entitled to receive the same benefits that such
director would have received had he or she survived. Currently serving
non-employee directors of the Company entitled to benefits accumulated under the
retirement income plan elected either to have such benefits paid out upon
retirement as provided under the former retirement income plan or to convert
such benefits into share equivalent units under the Stock Equivalent Plan. The
Company continues to make payments under the retirement income plan for the
benefit of non-employee directors who retired prior to January 1, 1997 with at
least five years of service on the Board of Directors.
16
<PAGE> 20
RELATED TRANSACTIONS
On August 17, 1998, the Company loaned $250,000, with interest at the
applicable mid-term federal rate compounded semiannually (6.46% per annum at
February 28, 2000), to Todd C. Schermerhorn for the purchase of a primary
residence in connection with Mr. Schermerhorn's relocation to New Jersey as Vice
President and Treasurer of the Company. The largest amount outstanding on the
loan since the loan was made was an aggregate of $271,319 of principal and
accrued interest at February 28, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
The table below sets forth information concerning options granted to the
Named Executive Officers during the last fiscal year.
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE(1)
------------------------------------------------------- ----------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE OR GRANT DATE
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME (#)(2) FISCAL YEAR ($/SHARE) DATE VALUE ($)
- ---- ---------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
William H. Longfield............ 100,000 7.0 48.0625 7/14/2009 1,502,800
Guy J. Jordan................... 25,000 1.7 48.0625 7/14/2009 375,700
Timothy M. Ring................. 25,000 1.7 48.0625 7/14/2009 375,700
Charles P. Slacik............... 20,000 1.4 48.0625 7/14/2009 300,600
30,000 2.1 48.9688 1/06/2009 408,600
John H. Weiland................. 25,000 1.7 48.0625 7/14/2009 375,700
</TABLE>
- ---------------
(1) The valuation calculations are solely for the purposes of compliance with
the rules and regulations promulgated under the Securities Exchange Act of
1934, as amended, and are not intended to forecast possible future
appreciation, if any, of the price of the Company's Common Stock. Grant date
values are based on the Black-Scholes option pricing model adapted for use
in valuing executive stock options. The actual value, if any, an executive
may realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised. Accordingly, there is no
assurance the value realized by an executive will be at or near the value
estimated by the Black-Scholes model. The grant date values were determined
based in part upon the following assumptions: (a) an expected volatility of
28% based on daily stock prices of the Company's Common Stock for the
one-year period prior to the grant date; (b) a risk-free rate of return of
6.58% (4.75% in the case of the grant of 30,000 options to Mr. Slacik); (c)
the Company's Common Stock five-year dividend yield of 2.00%; and (d) an
expected option life of 5.19 years.
(2) Grants consist of stock options with attached limited stock appreciation
rights that are exercisable in the event of a change of control. See
"Certain Compensation Arrangements" above for a description of the material
features of the limited stock appreciation rights. All options reflected in
the table become exercisable based, in part, on appreciation in the price of
the Company's Common Stock. For a discussion of the terms upon which these
options become exercisable, see "Executive Compensation -- Compensation
Committee Report -- Stock Options."
17
<PAGE> 21
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END OPTION
VALUES
The table below sets forth information concerning exercises of stock
options by the Named Executive Officers during the last fiscal year and the
fiscal year-end value of the Named Executive Officers' unexercised options.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES SECURITIES UNDERLYING UNEXERCISED IN-THE-
ACQUIRED UNEXERCISED OPTIONS MONEY OPTIONS AT
ON FY-END(#)(1) FY-END($)(1)
EXERCISE VALUE --------------------------- ------------------------------
NAME (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE(2)
- ---- -------- ----------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William H. Longfield... 10,100 360,347 431,448 144,752 10,147,763 1,275,598
Guy J. Jordan.......... -0- -0- 41,983 33,059 732,183 257,772
Timothy M. Ring........ 25,196 834,891 50,414 34,418 890,906 286,745
Charles P. Slacik...... -0- -0- -0- 50,000 -0- 219,686
John H. Weiland........ 13,769 312,624 28,411 36,464 400,596 319,275
</TABLE>
- ---------------
(1) These options were granted over a period of years.
(2) Rounded value at $53.00 per share market price.
LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
The table below sets forth information concerning long-term incentive
awards made to the Named Executive Officers during the last fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SHARES, UNITS OR PERFORMANCE OR OTHER
OTHER RIGHTS PERIOD UNTIL MATURATION
NAME (#) OR PAYOUT(1)
---- ---------------- -----------------------
<S> <C> <C>
William H. Longfield....................................... 76,000
Guy J. Jordan.............................................. 19,000
Timothy M. Ring............................................ 19,000
Charles P. Slacik.......................................... 19,000
John H. Weiland............................................ 19,000
</TABLE>
- ---------------
(1) All awards reflected in the table are awards of performance-based restricted
stock. For a discussion of the material terms of the awards, including the
terms upon which they vest, see "Executive Compensation -- Compensation
Committee Report -- Restricted Stock Awards."
18
<PAGE> 22
PENSION TABLE
The table below sets forth the aggregate estimated annual retirement
benefits payable under the Company's Employees' Retirement Plan, Excess Benefit
Plan and Supplemental Executive Retirement Plan for employees retiring at normal
retirement age (65) in 1999.
<TABLE>
<CAPTION>
FIVE YEAR YEARS OF PARTICIPATION
AVERAGE --------------------------------------------------------------------------
COMPENSATION 10 15 20 25 30 35 40
- ------------ -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 7,000 $ 10,500 $ 14,000 $ 17,500 $ 21,000 $ 24,500 $ 28,000
100,000 14,500 22,000 29,000 36,500 43,500 51,000 58,000
150,000 22,000 33,000 44,000 55,000 66,000 77,000 88,000
200,000 29,500 44,500 59,500 74,000 88,500 103,500 118,000
250,000 37,000 55,500 74,000 92,500 111,000 129,500 148,000
300,000 44,500 67,000 89,000 111,500 133,500 156,000 178,000
400,000 59,500 89,500 119,000 149,000 178,500 208,500 238,000
500,000 74,500 112,000 149,000 186,500 223,500 261,000 298,000
600,000 89,500 134,500 179,000 224,000 268,500 313,500 358,000
700,000 104,500 157,000 209,000 261,500 313,500 366,000 418,000
800,000 119,500 179,500 239,000 299,000 358,500 418,500 478,000
900,000 134,500 202,000 269,000 336,500 403,500 471,000 538,000
1,000,000 149,500 224,500 299,000 374,000 448,500 523,500 598,000
1,100,000 164,500 247,000 329,000 411,500 493,500 576,000 658,000
1,200,000 179,500 269,500 359,000 449,000 538,500 628,500 718,000
</TABLE>
Under the Company's Employees' Retirement Plan, Excess Benefit Plan and
Supplemental Executive Retirement Plan, benefits are determined on the basis of
an employee's pensionable earnings, which include regular salary, commissions,
bonuses, overtime pay and shift differentials. Annual bonus amounts reflected in
the Summary Compensation Table relate to the year in which such bonuses were
accrued and are not included in the calculation of annual compensation for
purposes of the Company's Employees' Retirement Plan, Excess Benefit Plan and
Supplemental Executive Retirement Plan until the succeeding year.
The estimated credited full years of service for Messrs. Longfield, Jordan,
Ring, Slacik and Weiland are 10, 13, 7, 0 and 3, respectively. The estimated
annual retirement benefits payable are based on employer contributions on a
lifetime annuity basis to persons whose highest average compensation over a
period of five consecutive years of service are in the indicated
classifications. The benefits listed in the table are not subject to deductions
for Social Security or any other offset amounts.
Under the Supplemental Executive Retirement Agreement between the Company
and Mr. Longfield described above under "Certain Compensation Arrangements," if
Mr. Longfield were to retire at age 62, his estimated annual benefit at such
time would be approximately $150,000 annually more than the estimated value of
the Company's qualified and non-qualified pension plans available to Mr.
Longfield at such age.
19
<PAGE> 23
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
The graph below compares the cumulative total shareholder return on the
Company's Common Stock for the last five years with the cumulative total return
on the S&P 500 Index and the S&P Medical Products & Supplies Index over the same
period. The graph assumes the investment of $100 in each of the Company's Common
Stock, the S&P 500 Index and the S&P Medical Products & Supplies Index on
December 31, 1994 and that all dividends were reinvested.
[Chart to Come]
<TABLE>
<CAPTION>
S&P MEDICAL PRODUCTS &
C.R. BARD, INC. S&P 500 INDEX SUPPLIES INDEX
--------------- ------------- ----------------------
<S> <C> <C> <C>
1994 100 100 100
1995 124 135 170
1996 110 170 190
1997 125 225 240
1998 200 280 350
1999 220 350 325
</TABLE>
20
<PAGE> 24
PROPOSAL NO. 2 -- RATIFICATION OF THE APPOINTMENT OF
ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP to audit the
accounts of the Company for the fiscal year ending December 31, 2000. Because
Arthur Andersen LLP's report will be addressed to the shareholders as well as
the Board of Directors, the holders of Common Stock are asked to ratify this
selection. The Company has been advised that a representative of Arthur Andersen
LLP will be present at the Annual Meeting of Shareholders with the opportunity
to make a statement if the representative desires to do so. It is expected that
the representative will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 2.
MISCELLANEOUS
The Company does not know of any business other than that described above
to be presented for action to the shareholders at the meeting, but it is
intended that the proxies will be exercised upon any other matters and proposals
that may legally come before the meeting and any adjournments thereof in
accordance with the discretion of the persons named therein.
The cost of this solicitation will be borne by the Company. It is
contemplated that proxies will be solicited through the use of the mails, but
officers and regular employees of the Company may solicit proxies personally or
by telephone or special letter. The Company has retained the firm of Georgeson
Shareholder Communications Inc. to assist in the solicitation of proxies and
expects to pay such firm a fee of approximately $8,000 plus out-of-pocket
expenses. Although there is no formal agreement to do so, the Company will
reimburse banks, brokerage houses and other custodians, nominees and fiduciaries
for their reasonable expenses in forwarding proxy material to their principals.
The Annual Report of the Company for 1999, including certified financial
statements, has been furnished to all persons who were shareholders of the
Company on the record date for the Annual Meeting of Shareholders.
PROPOSALS OF SHAREHOLDERS
A proposal of a shareholder intended to be presented at the next Annual
Meeting of Shareholders and to be included in the Company's proxy statement must
be received at the Company's principal executive offices at 730 Central Avenue,
Murray Hill, New Jersey 07974 on or before November 11, 2000.
In addition, the Company's By-laws set forth procedures to be followed by
shareholders who wish to bring business before an annual meeting of shareholders
or nominate candidates for election to the Board of Directors at an annual
meeting of shareholders. Such procedures require that the shareholder give
timely written notice to the Secretary of the Company. To be timely, such notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting, provided, that in the event
that the date of the annual meeting is more than 30 days before or more than 60
days after such anniversary date, to be timely notice must be received not later
than the close of business on the 10th day following the day on which public
announcement of the date of the annual meeting is first made.
21
<PAGE> 25
C. R. BARD, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Charles P. Slacik and
P Nadia C. Adler, and each of them, as attorneys and proxies, with power
of substitution, to represent the undersigned and to vote all of the
R shares of stock of C. R. BARD, INC. that the undersigned is entitled
to vote at the Annual Meeting of Shareholders of C. R. BARD, INC.
O to be held at the Hamilton Park Conference Center, 175 Park Avenue,
Florham Park, New Jersey, on Wednesday, April 19, 2000 at 10:00 a.m.
X and at any adjournments thereof (a) as specified on the items listed
on the reverse hereof, and (b) in accordance with their discretion on
Y any other business which may properly come before said meeting.
Election of Directors,
Nominees: 01. Marc C. Breslawsky
02. William T. Butler, M.D.
03. Elaine L. Chao
TO VOTE BY TELEPHONE, PLEASE SEE THE REVERSE SIDE OF THIS CARD. TO VOTE BY MAIL,
PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
* FOLD AND DETACH HERE; RETAIN ADMISSION TICKET *
This portion of your proxy will serve as
an ADMISSION TICKET to the
Annual Meeting of Shareholders
of C. R. Bard, Inc.
should you be able to attend.
April 19, 2000. at 10:00 a.m.
Hamilton Park Conference Center
175 Park Avenue
Florham Park, New Jersey
Attendee(s) Signature(s):
-----------------------------------------------
-----------------------------------------------
Please print name(s)
<PAGE> 26
Please mark your
[X] votes as in this 1436
example.
This proxy when properly executed will be voted in the manner directed
hereon by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR proposals 1 and 2.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR each of the following proposals:
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. Ratification of / / / / / /
Directors Independent
(see reverse) Public Accountants.
For, except vote withheld from the
following nominee(s):
_____________________________
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Please mark this box if you plan to / /
attend the meeting
NOTE: This proxy must be signed exactly as
name(s) appear(s) hereon. Executors,
administrators, trustees, guardians,
attorneys and officers signing for
corporations should give full title. For
joint accounts each owner must sign.
_____________________________________________
_____________________________________________
SIGNATURE(S) DATE
FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL
AND RETURN IN ENCLOSED ENVELOPE
[BARD LOGO]
Dear Shareholder:
C. R. Bard, Inc. encourages you to take advantage of a convenient way to vote
your shares. You can vote your shares telephonically 24 hours a day, seven days
a week. This eliminates the need to return the proxy card.
TO VOTE BY PHONE: (ON A TOUCH-TONE TELEPHONE)
YOUR TELEPHONIC VOTE MUST BE RECEIVED BY 12:00 MIDNIGHT NEW YORK TIME ON
APRIL 18, 2000.
- - FROM THE U.S., CANADA AND PUERTO RICO - CALL TOLL FREE 1-877-PRX-VOTE
(1-877-779-8683).
- - FROM OUTSIDE THE U.S., CANADA AND PUERTO RICO - call 201-536-8073.
YOU WILL BE ASKED TO ENTER THE VOTER CONTROL NUMBER LOCATED IN THE BOX JUST
BELOW THE PERFORATION OF THE PROXY CARD. THE RECORDED INSTRUCTIONS WILL GUIDE
YOU THROUGH THE VOTE-BY-PHONE PROCESS.
Your telephonic vote authorizes the named proxies, set forth on the reverse side
of the above proxy card, to vote your shares in the same manner as if you
marked, signed, dated and returned the proxy card. If you vote your shares
telephonically, there is no need for you to mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
<PAGE> 27
P C. R. BARD, INC.
R
0 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
X
Y
The undersigned hereby constitutes and appoints Charles P. Slacik and Nadia C.
Adler, and each of them, as attorneys and proxies, with power of substitution,
to represent the undersigned and to vote all of the shares of stock of C. R.
BARD, INC. that the undersigned is entitled to vote at the Annual Meeting of
Shareholders of C. R. BARD, INC. to be held at the Hamilton Park Conference
Center, 175 Park Avenue, Florham Park, New Jersey, on Wednesday, April 19, 2000
at 10:00 a.m. and at any adjournments thereof (a) as specified on the items
listed on the reverse hereof, and (b) in accordance with their discretion on any
other business which may properly come before said meeting.
ELECTION OF DIRECTORS, NOMINEES: 01. MARC C. BRESLAWSKY
02. WILLIAM T. BUTLER, M.D.
03. ELAINE L. CHAO
<PAGE> 28
PLEASE MARK YOUR
/X/ VOTES AS IN THIS 1436
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREON BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:
- -------------------------------------------------------------------------------
1. Election of Directors (see reverse)
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
---------------------------------------------------------------------------
2. Ratification of Independent Public Accountants.
FOR AGAINST ABSTAIN
/ / / / / /
- -------------------------------------------------------------------------------
Please mark this box if you plan
to attend the meeting / /
NOTE: This proxy must be signed exactly
as name(s) appear(s) hereon. Executors,
administrators, trustees, guardians,
attorneys and officers signing for
corporations should give full title.
For joint accounts each owner must sign.
-------------------------------------------
-------------------------------------------
SIGNATURE(S) DATE
<PAGE> 29
C. R. BARD, INC.
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R The undersigned hereby constitutes and appoints Charles P. Slacik and
Nadia C. Adler, and each of them, as attorneys and proxies, with power
O of substitution, to represent the undersigned and to vote all of the
shares of stock of C. R. BARD, INC. that the undersigned is entitled to
X vote at the Annual Meeting of Shareholders of C. R. BARD, INC. to be
held at the Hamilton Park Conference Center, 175 Park Avenue, Florham
Y Park, New Jersey, on Wednesday, April 19, 2000 at 10:00 a.m. and at
any adjournments thereof (a) as specified on the items listed on the
reverse hereof, and (b) in accordance with their discretion on any
other business which may properly come before said meeting.
ELECTION OF DIRECTORS, NOMINEES: 01. Marc C. Breslawsky
02. William T. Butler, M.D.
03. Elaine L. Chao
TO VOTE BY TELEPHONE, PLEASE SEE THE REVERSE SIDE OF THIS CARD, TO VOTE BY MAIL,
PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE; RETAIN ADMISSION TICKET
[BARD LOGO]
Dear Bard Employee,
In 1999, we met or exceeded nearly all of our objectives. Your hard work
helped us to achieve our outstanding results, which we must now build upon. We
look forward to continuing to successfully grow the business.
/s/ Bill
William H. Longfield
- --------------------------------------------------------------------------------
This portion of your proxy will serve as
an ADMISSION TICKET to the
Annual Meeting of Shareholders
of C. R. Bard, Inc.
should you be able to attend. Attendee(s) Signature(s):
April 19, 2000, at 10:00 a.m. ------------------------
Hamilton Park Conference Center
175 Park Avenue ------------------------
Florham Park, New Jersey Please print name(s)
<PAGE> 30
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREON BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:
FOR WITHHELD
1. Election of / / / /
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
___________________________________________________
2. Ratification of FOR AGAINST ABSTAIN
Independent Public / / / / / /
Accountants.
PLEASE MARK THIS BOX IF YOU PLAN TO / /
ATTEND THE MEETING
NOTE: This proxy must be signed exactly as name(s)
appear(s) hereon. Executors, administrators,
trustees, guardians, attorneys and officers
signing for corporations should give full title.
For joint accounts each owner must sign.
__________________________________________________
__________________________________________________
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL AND RETURN IN ENCLOSED ENVELOPE
[BARD LOGO]
Dear Shareholder:
C. R. Bard, Inc. encourages you to take advantage of a convenient way to vote
your shares. You can vote your shares telephonically 24 hours a day, seven days
a week. This eliminates the need to return the proxy card.
TO VOTE BY PHONE: (ON A TOUCH-TONE TELEPHONE)
YOUR TELEPHONIC VOTE MUST BE RECEIVED BY 12:00 MIDNIGHT NEW YORK TIME ON APRIL
18, 2000.
- - FROM THE U.S., CANADA AND PUERTO RICO--CALL TOLL FREE 1-877-PRX-VOTE
(1-877-779-8683).
- - FROM OUTSIDE THE U.S., CANADA AND PUERTO RICO--CALL 201-536-8073.
YOU WILL BE ASKED TO ENTER THE VOTER CONTROL NUMBER LOCATED IN THE BOX JUST
BELOW THE PERFORATION OF THE PROXY CARD. THE RECORDED INSTRUCTIONS WILL GUIDE
YOU THROUGH THE VOTE-BY-PHONE PROCESS.
Your telephonic vote authorizes the named proxies, set forth on the reverse side
of the above proxy card, to vote your shares in the same manner as if you
marked, signed, dated and returned the proxy card. If you vote your shares
telephonically, there is no need for you to mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
