SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(3)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Edison Control Corporation
------------------------------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------
(Name of person(s) Filing Proxy Statement if other than the 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 0-11.
1) Title of each class of securities to which transaction applies:
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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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[ ] 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.:
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4) Date Filed:
EDISON CONTROL CORPORATION
777 MARITIME DRIVE
P.O. BOX 308
PORT WASHINGTON, WI 53074-0308
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
June 29, 2000
TO THE SHAREHOLDERS OF EDISON CONTROL CORPORATION
You are cordially invited to attend the 2000 Annual Meeting of Shareholders of
Edison Control Corporation (the "Company") which will be held on Thursday, June
29, 2000 at 9:00 A.M. Central Time, at the American Club on Highland Drive in
Kohler, WI 53044.
The meeting and any adjournment thereof will consider and take action upon the
following matters:
(1) To elect seven directors to serve until the next annual meeting of
shareholders; and
(2) To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on May 1, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the meeting.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE
MEETING, TO COMPLETE, DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY, TO
WHICH NO POSTAGE NEED BE AFFIXED. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY
REVOKE THE PROXY AND VOTE YOUR OWN SHARES.
By order of the Board of Directors.
/s/ Jay R. Hanamann
Jay R. Hanamann
Secretary
Port Washington, WI
May 19, 2000
EDISON CONTROL CORPORATION
PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
June 29, 2000
This Proxy Statement is first being mailed to shareholders on or about May 19,
2000 in connection with the solicitation of proxies for use at the 2000 Annual
Meeting of Shareholders (the "Annual Meeting") of Edison Control Corporation
(the "Company"), to be held on June 29, 2000 at 9:00 A. M., Central Time, at the
American Club on Highland Drive in Kohler, WI 53044 or at any adjournments or
postponements thereof.
The enclosed proxy is solicited by the Board of Directors of the Company. Each
proxy properly executed and returned by a shareholder and not revoked will be
voted in accordance with the shareholder's instructions thereon. Any proxy may
be revoked at any time before it is voted at the meeting by providing the
Secretary of the Company with notice to such effect or a duly executed proxy
bearing a later date. If no instructions are indicated, a proxy will be voted
"For" the election of all nominees for directors and otherwise in accordance
with the best judgment of the proxy named in the proxy card. The persons named
as proxies intend to vote in accordance with their discretion on any other
matters which may properly come before the Annual Meeting. Execution of a proxy
given in response to this solicitation will not affect a shareholder's right to
attend the Annual Meeting and vote. Shareholders who are present at the Annual
Meeting may revoke their proxies and vote in person if they so desire.
Only holders of record of the Company's Common Stock, $.01 par value, at the
close of business May 1, 2000 are entitled to notice of and to vote at the
Annual Meeting. On that date, there were issued and outstanding 2,351,308 shares
of Common Stock of the Company. Each outstanding share is entitled to one vote
at the Annual Meeting.
1
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 31, 2000, the number of shares of
Common Stock beneficially owned by (i) each director of the Company (including
nominees), (ii) each of the executive officers named in the Summary Compensation
Table set forth below, (iii) all directors and executive officers of the Company
as a group, and (iv) each person known to the Company to be the beneficial owner
of more than 5% of the Common Stock.
Name and Address of Number of Shares Percent
Beneficial Owner Shares Owned of Class
------------------- ---------------- --------
Robert L. Cooney 42,500 (1) 1.8%
John J. Delucca 33,000 1.4%
Norman Eig 20,000 .9%
William B. Finneran 1,603,238 (2)(7) 56.2%
Jay R. Hanamann 81,944 (3) 3.4%
Alan J. Kastelic 163,889 (4) 6.7%
Mary E. McCormack 200,000 (5) 7.8%
William C. Scott 25,000 (1) 1.1%
All directors and executive
officers as a group (8 in number) 2,169,571 (6) 66.8%
Cramer Rosenthal McGlynn, Inc. 215,000 (7) 9.1%
520 Madison Avenue
New York, NY 10022
EDCO Partners LLLP 195,053 (7) 8.3%
4605 Denice Drive
Englewood, CO 80111
- -------------------------
(1) Includes currently exercisable stock options to purchase 25,000 shares of
Common Stock.
(2) Includes a warrant to purchase 500,000 shares of Common Stock and 4,760
shares owned by two Uniform Gifts to Minors Act accounts, each for the
benefit of one of Mr. Finneran's children. Mr. Finneran disclaims
beneficial ownership of the 4,760 shares for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, or otherwise.
(3) Includes a currently exercisable stock option to purchase 48,611 shares of
Common Stock.
(4) Includes a currently exercisable stock option to purchase 97,222 shares of
Common Stock.
(5) Includes a currently exercisable stock option to purchase 200,000 shares of
Common Stock.
(6) Includes currently exercisable stock options and warrants, which in
aggregate are exercisable for 895,833 shares of Common Stock.
(7) Based on information set forth in the indicated party's Schedule 13D or 13G
as filed with the Securities and Exchange Commission and the Company.
2
ELECTION OF DIRECTORS
General
Assuming the presence of a quorum (a majority of the total issued and
outstanding shares of Common Stock of the Company), the favorable vote of the
holders of a plurality of the shares of the Company's common stock present and
voting at the Annual Meeting for the election of each nominee is required for
his or her election. For this purpose, "plurality" means the individuals
receiving the largest number of votes are elected as directors, up to the
maximum number of directors to be chosen at the Annual Meeting. Therefore, any
shares of Common Stock which are not voted on this matter at the Annual Meeting,
whether by abstention, broker non-vote or otherwise, will have no effect on the
election of directors at the Annual Meeting.
The Board of Directors has fixed the number of directors to be elected at the
Annual Meeting at seven. The shares represented by proxies submitted will be
voted for the election as directors of the persons named below unless authority
to do so is withheld. The directors elected will hold office until the Company's
next annual meeting of shareholders or until their respective successors are
duly elected. If any nominee is unable to serve as a director prior to the
Annual Meeting, then all submitted proxies will be voted for a substitute
nominee selected by the Board and the others named below, unless authority to
vote for such replaced director or all directors was withheld.
Director
Name Company Office(s) Since Age
- ----- ----------------- -------- ---
William B. Finneran Chairman of the Board 1991 59
and Director
Robert L. Cooney Director (2) 1997 66
John J. Delucca Director (1) 1991 56
Alan J. Kastelic Director 1997 56
President and Chief
Executive Officer of
Edison Control Corporation
Mary E. McCormack Director(1) 1995 46
William C. Scott Director(2) 1997 65
Norman Eig Director(2) 1999 59
- -------------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
William B. Finneran is a Managing Director of First Union Securities, an
investment-banking firm. Prior to joining First Union in 1999, Mr. Finneran was
a Managing Director at CIBC Oppenheimer Corp. and had been employed with them
since 1972. Mr. Finneran is a Director of National Planning Association, a
non-profit advisory board and Covenant House, a non-profit charitable
institution. Mr. Finneran also serves on the Board of Operation Smile and
Villanova University.
Robert L. Cooney is a Partner of Cooney, Schroeder & Co., a consulting firm
which he co-founded in February 1997. Mr. Cooney was a Managing Director-Equity
Capital Markets at Credit Suisse First Boston from 1977 to January 1997. Mr.
Cooney also serves as a director of Hoenig Group Inc., a Nasdaq-listed global
securities brokerage firm located in Rye Brook, New York and Equity One, Inc., a
NYSE-listed real estate investment trust located in Miami, Florida.
3
John J. Delucca is Executive Vice President, Finance and Administration, and CFO
of Coty, Inc., a cosmetics and fragrance company. Previously, Mr. Delucca served
as Senior Vice President and Treasurer of RJR Nabisco from September 1993 to
December 1998, Chief Financial Officer of the Hascoe Association, a private
investment company from January 1991 to September 1993, President and Chief
Financial Officer for The Lexington Group from October 1990 to January 1991,
Senior Vice President of Finance and Managing Director of the Trump Group from
May 1988 to October 1990, and Senior Vice President of Finance for International
Controls Corporation from April 1986 to May 1988. In addition, Mr. Delucca is a
director of Enzo Biochem, Inc., a genetic research/testing company and Elliot
Company, a manufacturer of turbines and related equipment.
Norman Eig is Vice-Chairman of Lazard Freres & Co. LLC and has over 32 years of
investment experience. Prior to joining Lazard in 1982, Mr. Eig served as a
General Partner of Oppenheimer & Company and as a Managing Director and Chief
Operating Officer of Oppenheimer Capital Corp. Mr. Eig has a M.B.A. from
Columbia University and a B.S. from Ohio State University.
Alan J. Kastelic was appointed President and Chief Executive Officer of Edison
Control Corporation in June 1998 and President and Chief Executive Officer of
Construction Forms, Inc. in June 1996 when Construction Forms, Inc. was acquired
by the Company. Mr. Kastelic had previously been Executive Vice President and
Chief Operating Officer of Construction Forms, Inc. which he joined in 1977.
Prior to joining Construction Forms, Mr. Kastelic was Manufacturing Manager at
Badger Dynamics and Chief Cost Accountant, Material Control Manager and Manager
of Manufacturing at the PCM division of Koehring Corporation.
Mary E. McCormack is Director of Acquisitions of McCann-Erickson Worldwide.
Prior to joining McCann, she was Director of Acquisitions of The Hertz
Corporation. She was President and Chief Executive Officer of the Edison Control
Corporation from February 1995 to February 1998. Prior to working with the
Company, Ms. McCormack was a Managing Director of Beechtree Capital Partners,
Inc., a boutique merchant banking firm, which she co-founded in 1989. From 1983
to 1989, she served in a variety of capacities for the investment banking and
brokerage firm of Advest, Inc., most recently as Vice President-Corporate
Finance. Ms. McCormack is a Director of Star International Holdings, Inc., a
manufacturer of commercial cooking appliances.
William C. Scott was the Chairman and Chief Executive Officer of Panavision Inc.
from 1988 to 1999, the leading designer and manufacturer of high-precision film
camera systems for the motion picture and television industries. From 1972 until
1987, Mr. Scott was President and Chief Operating Officer of Western Pacific
Industries Inc., a manufacturer of industrial products. Prior to 1972 Mr. Scott
was a Group Vice President of Cordura Corporation (a business information
company) for three years and Vice President of Booz, Allen & Hamilton (a
management-consulting firm) for five years. He is currently a director of
Panavision Inc. and of Four Media Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF ALL DIRECTOR NOMINEES
SET FORTH ABOVE.
Committees, Meetings and Attendance
The Board of Directors of the Company has two standing committees: an Audit
Committee and a Compensation Committee. The Board of Directors does not have a
Nominating Committee; the Board as a whole performs this function.
The Audit Committee, which met twice during the year ended January 31, 2000,
recommends to the Board of Directors independent auditors for selection by the
Company, discusses with the independent auditors the scope and results of
audits, approves and reviews any nonaudit services performed by the Company's
independent auditing firm, and responds to Securities and Exchange Commission
requirements on audit committee reports.
4
The Compensation Committee, which met once during the year ended January 31,
2000, establishes all forms of compensation for the officers of the Company,
administers the Company's benefit plans and responds to Securities and Exchange
Commission requirements on compensation committee reports.
The Board of Directors of the Company held one meeting during the year ended
January 31, 2000. Each director who was a director during the year ended January
31, 2000 attended the meeting of the Board of Directors and committees on which
he or she serves, except that Mr. Delucca was absent from the meeting.
Director Compensation
Directors who are not executive officers of the Company each receive an annual
retainer of $15,000. Directors of the Company do not receive additional
compensation for attendance at Board of Director meetings or committee meetings.
Mr. Finneran, Chairman of the Board, is not a full time employee of the Company;
however, he has devoted considerable time to portfolio management, the search
for acquisitions and consideration of the Company's current business operation.
For fiscal 1999, Mr. Finneran received compensation of $112,000.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the annual and long-term compensation for the
Company's Chief Executive Officer and other named executives who earned in
excess of $100,000 in fiscal 1999, as well as the total compensation paid to
each named executive for the Company's two previous fiscal years:
Other Options
Name and Annual Granted
Principal Position Year Salary($) Bonus($) Compensation($) (shares)
- ------------------ ---- --------- -------- --------------- --------
Alan J. Kastelic 1999 176,000 90,000 5,000 (1) -0-
President and Chief 1998 170,000 80,000 5,000 (1) -0-
Executive Officer 1997 155,000 80,000 4,750 (1) -0-
Jay R. Hanamann 1999 100,000 57,000 4,500 (1) -0-
Secretary, Treasurer 1998 100,000 50,000 4,481 (1) -0-
and Chief Financial 1997 92,000 50,000 3,960 (1) -0-
Officer
- -------------------------
(1) Represents the Company matching amount to the 401(k) Plan.
Option Grants in Last Fiscal Year
The Company did not grant options to any of the named executive officers during
the year ended January 31, 2000.
5
Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values
The following table summarizes options exercised during fiscal 1999 and presents
the value of unexercised options held by the named executive officers at January
31, 2000. No options were exercised in fiscal 1999 by the named executive
officers.
Number of Value of
unexercised unexercised
Shares options at fiscal options at fiscal
acquired Value year end (shares) year end ($)
on realized Exercisable (E)/ Exercisable (E)/
Name exercise ($) Unexercisable (U) Unexercisable (U)
- ---- -------- -------- ----------------- -----------------
Jay R. Hanamann -0- -0- 48,611 E 309,895 E (1)
Alan J. Kastelic -0- -0- 97,222 E 619,790 E (1)
(1) Value was calculated by subtracting the respective option exercise price
from the fair market value of the Common Stock on January 31, 2000, which
was the closing sale price of $9.375 per share as reported by Nasdaq.
Benefit Plans
The Company has a noncontributory defined benefit pension plan covering
substantially all full-time employees. The plan provides for benefits based on
years of service and compensation.
The following table shows the estimated annual straight-life annuity benefit
payable (in dollars) under the qualified retirement program to employees with
the specified Maximum Average Salary (average salary during the five consecutive
years that compensation was the highest within the last 10 years) and specified
years of service upon retirement at age 65, after giving effect to adjustments
for Covered Compensation:
Years of Service
Maximum -------------------------------------------------------
Average Salary(1) 15 20 25 30 35
- ----------------- -- -- -- -- --
125,000 13,289 17,719 22,149 26,578 26,578
150,000 17,789 23,719 29,649 35,578 35,578
175,000 19,589 26,119 32,649 39,178 39,178
200,000 19,589 26,119 32,649 39,178 39,178
225,000 19,589 26,119 32,649 39,178 39,178
- ----------------------------
(1) Section 401(a)(17) of the Internal Revenue Code limits the annual
compensation, which can be recognized in a qualified plan. The current
limit for 1999 is $160,000.
(2) Section 414 of the Internal Revenue Code currently limits the annual
benefits to $130,000 for retirement under the Plan.
The 1999 compensation used to calculate the Maximum Average Salary and the
number of years of credited service for Alan Kastelic were $186,000 and 23
years, respectively, and for Jay Hanamann were $103,000 and 9 years,
respectively.
The Company also has a retirement savings and thrift plan (401(k) plan) covering
substantially all of its employees. For each employee contribution to the 401(k)
plan of up to 6% of the employee's compensation for a year, the Company matches
one-half of the employees 401(k) contribution.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file reports concerning the ownership of the
Company's Common Stock with the Securities and Exchange Commission and the
Company. Based solely upon the information provided to the Company by
6
individual directors and executive officers, the Company believes that during
the fiscal year ended January 31, 2000 all of its directors and officers
complied with the Section 16(a) filing requirements.
Agreements with Named Executive Officers
In connection with the Company's acquisition of Construction Forms, Inc.
("ConForms") in June 1996, ConForms entered into an Employment Agreement with
Alan J. Kastelic, pursuant to which ConForms agreed to employ Mr. Kastelic as
the President and Chief Executive Officer of ConForms until June 30, 1998. Mr.
Kastelic is also the President and Chief Executive Officer of the Company. The
term of Mr. Kastelic's Employment Agreement is automatically renewed for
successive one-year periods thereafter unless notice is given of non-renewal at
least 30 days prior to the end of the then current term or unless earlier
terminated in accordance with the provisions of the Employment Agreement. Under
this Employment Agreement, Mr. Kastelic is entitled to receive a minimum base
salary $147,000 per year and certain minimum performance bonuses and other
benefits. If Mr. Kastelic's employment is terminated by the Company other than
by reason of death, disability or cause or by Mr. Kastelic for good reason, then
Mr. Kastelic is entitled to continue to receive his base salary and benefits for
a period of twelve months. Mr. Kastelic's Employment Agreement also contains a
covenant not to compete that is in effect during the term of his employment and
during any period during which he receives severance compensation thereafter.
Also in connection with the Company's acquisition of ConForms in June 1996,
ConForms entered into an Employment Agreement with Jay R. Hanamann, pursuant to
which ConForms agreed to employ Mr. Hanamann as the Chief Financial Officer,
Secretary and Treasurer of ConForms until June 30, 1998. Mr. Hanamann is also
the Chief Financial Officer, Secretary and Treasurer of the Company. The term of
Mr. Hanamann's Employment Agreement is automatically renewed for successive
one-year periods thereafter unless notice is given of non-renewal at least 30
days prior to the end of the then current term or unless earlier terminated in
accordance with the provisions of the Employment Agreement. Under this
Employment Agreement, Mr. Hanamann is entitled to receive a minimum base salary
$84,000 per year and certain minimum performance bonuses and other benefits. If
Mr. Hanamann's employment is terminated by the Company other than by reason of
death, disability or cause or by Mr. Hanamann for good reason, then Mr. Hanamann
is entitled to continue to receive his base salary and benefits for a period of
twelve months. Mr. Hanamann's Employment Agreement also contains a covenant not
to compete that is in effect during the term of his employment and during any
period during which he receives severance compensation thereafter.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible for all
aspects of the Company's compensation package offered to its corporate officers,
including the named executive officers. The Compensation Committee has prepared
the following report for fiscal year 1999.
The Company's executive compensation program is designed to be closely linked to
corporate performance. To this end, the Company has developed an overall
compensation strategy and specific compensation plans that tie a significant
portion of executive compensation to the Company's success. The overall
objectives of this strategy are to attract and retain qualified executive
talent, to motivate these executives to achieve the goals inherent in the
Company's business strategy, to link executive and shareholder interests through
the use of equity-based compensation plans and to provide a compensation package
that recognizes individual contributions as well as overall business results.
The key elements of the Company's executive compensation program consist of base
salary, annual bonus opportunity and grants of stock options. A general
description of the Company's compensation program, including the basis for the
compensation awarded to the Company's Executive Officer for fiscal 1999, are
discussed below.
7
Base Salary. Base salaries are initially determined by evaluating the
responsibilities of the position, the experience and contributions of the
individual and the salaries for comparable positions in the competitive
marketplace. Base salary levels for the Company's executive officers are
generally positioned at market competitive levels for comparable positions in
manufacturing companies of similar size. In determining annual salary
adjustments for executive officers, the Compensation Committee considers various
factors including the individual's performance and contribution, competitive
salary increase levels provided by the marketplace, the relationship of an
executive officer's salary to the market competitive levels for comparable
positions, and the Company's performance. The base salaries paid to the named
executive officers, Alan J. Kastelic and Jay R. Hanamann, are also based on
their Employment Agreements. See above under " Agreements with Named Executive
Officers."
Annual Bonus. The Company's executive officers are eligible for annual cash
bonus awards under the Company's compensation program. In determining annual
bonuses for executive officers, the Compensation Committee considers various
factors including the individual's performance and contribution and the
Company's performance. The bonuses paid to the named executive officers, Alan J.
Kastelic and Jay R. Hanamann, are also based on their Employment Agreements. See
above under "Agreements with Named Executive Officers."
Stock Options. The Company's 1999 Equity Incentive Plan is designed to encourage
and create ownership of Company Common Stock by key executives, thereby
promoting a close identity of interests between the Company's management and its
shareholders. The 1999 Equity Incentive Plan is designed to motivate and reward
executives for long-term strategic management and the enhancement of shareholder
value. The Compensation Committee has determined that stock option grants to the
Company's key employees, including key executive officers, is consistent with
the Company's best interest and the Company's overall compensation program.
Stock options under the 1999 Equity Incentive Plan will be granted with an
exercise price equal to the market value of the Common Stock on the date of
grant. Vesting schedules will be designed to encourage the creation of
shareholder value over the long-term since the full benefit of the compensation
package cannot be realized unless stock price appreciation occurs over a number
of years and the executive remains in the Company's employ.
No named executive officer was granted stock options during fiscal 1999. The
Compensation Committee may grant stock options to key executive officers in
fiscal 2000 based upon individual performance criteria.
Chief Executive Officer Compensation. During fiscal 1999, the Company's Chief
Executive Officer, Alan J. Kastelic, was paid a salary of $176,000 and awarded a
bonus of $90,000. In evaluating Mr. Kastelic's performance during fiscal 1999,
the Compensation Committee considered the Company's overall financial
performance and the achievement of long-term objectives of the Company.
Section 162(m) Limitation. Other than with respect to shareholder approved stock
options and warrants, the Compensation Committee does not anticipate taking any
action to conform the Company's executive compensation policies with Section
162(m) of the Internal Revenue Code.
EDISON CONTROL CORPORATION
COMPENSATION COMMITTEE
/s/ John J. Delucca
John J. Delucca
/s/ Mary E. McCormack
Mary E. McCormack
8
STOCK PERFORMANCE GRAPH
The graph in Exhibit 1 [GRAPHIC OMITTED] and the table below set forth the
cumulative total shareholder return (assuming reinvestment of dividends) to the
Company's shareholders during the five fiscal years ended January 31, 2000, as
well as an overall stock market index (S&P 500 Index) and the Company's peer
group indice for the periods covered (S & P Diversified Manufacturers Index).
Annual Return Percentage
Years Ending
Company/Index Jan96 Jan97 Jan98 Jan99 Jan00
- ------------- ----- ----- ----- ----- -----
Edison Control Corporation -5.00 -5.26 -5.56 64.71 33.93
S&P 500 Index 38.67 26.34 26.91 32.49 10.35
Manufacturing(Divers)-500 46.57 32.34 17.37 18.41 16.42
Base Indexed Returns
Period Years Ending
Company/Index Jan95 Jan96 Jan97 Jan98 Jan99 Jan00
- ------------- ----- ----- ----- ----- ----- -----
Edison Control Corporation 100 95.00 90.00 85.00 140.00 187.50
S&P 500 Index 100 138.67 175.19 222.33 294.57 325.05
Manufacturing(Divers)-500 100 146.57 193.97 227.67 269.58 313.84
Note: Table prepared by Standard & Poor's Compustat Custom Business Unit.
GENERAL
Proposals of shareholders intended to be presented at, and included in the
Company's proxy materials for the 2001 Annual Meeting of Shareholders pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended ("Rule
14a-8"), must be received at the principal office of the Company no later than
January 31, 2001. If the Company does not receive notice of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 prior to April 4, 2001,
then the notice will be considered untimely, and the persons named in proxies
solicited by the Board of Directors for the 2001 Annual Meeting of Shareholders
may exercise discretionary voting power with respect to such proposal.
The Annual Report of the Company for the fiscal year ended January 31, 2000,
including financial statements (the "Annual Report"), and the Company's Annual
Report on Form 10-K (without exhibits) were mailed to shareholders, together
with this Proxy Statement, on or about May 19, 2000. No part of such Annual
Report shall be regarded as proxy soliciting material or a communication by
means of which any solicitation was being or is to be made.
Deloitte & Touche LLP, which firm has served as auditor for the Company's fiscal
year ended January 31, 2000, has indicated that it expects to have a
representative present at the Annual Meeting. The representative will be
afforded the opportunity to make a statement, if he desires, and will be
available for appropriate shareholder questions.
The solicitation of proxies in the accompanying form is made by the Board of
Directors, and the cost thereof will be borne by the Company. The Company may
solicit proxies by mail, telephone or telegraph. Brokerage firms, custodians,
banks, trustees, nominees or other persons holding shares in their names, will
be reimbursed for their reasonable expenses in forwarding proxy material to
their principals.
As of the date of this Proxy Statement, the Board of Directors is not aware of
any other matters to be presented at the meeting, but if any other matters
properly come before the meeting, it is intended that the persons voting the
proxy will vote the shares represented thereby in accordance with their best
judgment.
9
It is important that proxies be returned promptly. Therefore, whether or not you
plan to attend in person, you are urged to execute and return your proxy, to
which no postage need be affixed if mailed in the United States.
By Order of the Board of Directors.
/s/ Jay r. Hanamann
Jay R. Hanamann
Secretary
May 19, 2000
10
EXHIBIT 1
[GRAPHIC OMITTED]
[Front]
EDISON CONTROL CORPORATION
2000 ANNUAL MEETING OF SHAREHOLDERS - JUNE 29, 2000
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jay Hanamann and Alan Kastelic, and each or
either of them as proxies, each with the power to appoint his substitute, and
hereby authorizes each or either of them to represent and to vote, as designated
below, all the shares of Common Stock of Edison Control Corporation held of
record by the undersigned on May 1, 2000 at the 2000 Annual Meeting of
Shareholders to be held on June 29, 2000 and adjournment thereof.
1. Election of Directors [ ] FOR all nominees listed below
(except as marked to the contrary)
[ ] WITHHOLD authority to vote
for all nominees listed below
William B. Finneran, Robert L. Cooney, John J. Delucca, Norman Eig, Alan J.
Kastelic, Mary E. McCormack and William C. Scott
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
2. In their discretion, upon such other business as may properly come before
the meeting and at any adjournment thereof.
(Continued on reverse side)
[Back]
(Continued from reverse side)
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the specified director nominees and on such other business as may
properly come before the meeting in accordance with the best judgment of the
proxies named herein.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
accompanying Proxy Statement relating to the Company's 2000 Annual Meeting of
Shareholders, the Company's Annual Report on Form 10-K and the Company's 1999
Annual Report.
Dated: , 2000
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Signed:
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Signature(s) of Shareholder(s)
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
HEREON. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give your
full title as such. If a corporation,
please sign in full corporate name by
President of other authorized officer. If
a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY USING THE
ENCLOSED ENVELOPE.