SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Illinois Tool Works Inc.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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:
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ILLINOIS TOOL WORKS INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Friday, May 5, 1995
TO THE STOCKHOLDERS:
The Annual Meeting of the Stockholders of Illinois Tool Works Inc., a
Delaware corporation, will be held on Friday, May 5, 1995 at 3:00 p.m., Central
Time, at The Northern Trust Company (6th Floor), 50 South LaSalle Street,
Chicago, Illinois, for the following purposes:
(1) To elect fourteen directors of the Company,
(2) To approve a restricted stock plan for non-employee directors, and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors recommends a vote FOR the nominated directors and FOR
the directors' restricted stock plan.
The Board of Directors set March 7, 1995 as the record date for the
determination of stockholders entitled to vote at the Annual Meeting of
Stockholders. Only stockholders of record at the close of business on that date
will be entitled to receive notice of and to vote at the meeting. The transfer
books of the Company will not be closed.
Even if you expect to attend the meeting, you are requested to sign the
enclosed proxy and return it promptly in the accompanying envelope.
The Company's Annual Report for 1994 is being mailed to stockholders with
this Notice.
BY ORDER OF THE BOARD OF DIRECTORS
STEWART S. HUDNUT
SECRETARY
Glenview, Illinois
March 27, 1995
IMPORTANT -- PLEASE MAIL YOUR SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025
March 27, 1995
PROXY STATEMENT
For the Annual Meeting of Stockholders of Illinois Tool Works Inc.
To Be Held on May 5, 1995
This proxy statement is furnished in connection with the solicitation of
proxies to be voted at the Annual Meeting of Stockholders of Illinois Tool Works
Inc. to be held on Friday, May 5, 1995 and is being mailed to stockholders on or
about March 27, 1995.
The enclosed proxy is solicited by the Board of Directors of the Company and
will be voted at the Annual Meeting and any adjournment of the meeting. The
proxy may be revoked at any time before it is exercised by delivering a written
revocation to the Secretary of the Company. The only business which the Board of
Directors intends to present or knows will be presented is the election of
directors and the approval of the restricted stock plan for non-employee
directors. However, the proxy confers discretionary authority upon the persons
named therein, or their substitutes, with respect to any other business that may
properly come before the meeting.
As of March 7, 1995, the record date for the Annual Meeting, the Company had
issued and outstanding 114,066,300 shares of Common Stock, without par value.
Each share entitles its owner to one vote. A majority of the issued and
outstanding shares constitutes a quorum at the meeting. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum for the transaction of business. Other than the election of directors,
which requires a plurality vote, each matter submitted to stockholders requires
the favorable vote of a majority of the votes present in person or represented
by proxy. Votes withheld for director elections are excluded from the vote for
directors. On other proposals, abstentions are counted in tabulations of the
votes cast, but broker non-votes are not counted for purposes of determining if
a proposal has been approved.
ELECTION OF DIRECTORS
Fourteen directors of the Company are to be elected to hold office until the
next annual meeting or until their successors are duly elected and qualified or
until their earlier resignation or removal. Unless otherwise directed, proxies
will be voted at the meeting for the election of the persons listed below, or in
the event of an unforeseen contingency, for different persons as substitutes.
The Nominating Committee and the Board as a whole are recommending the addition
of Messrs. Crowther and Farrell as directors in anticipation of the retirement
of Messrs. Cathcart and Nichols at the 1996 annual meeting. Calvin A. H. Waller
is also being recommended as a director in light of the mandatory retirement of
four directors in 1997. The Company anticipates that three additional outside
directors will stand for election at the 1996 annual meeting of stockholders.
Set forth below are the name, age, principal occupation and other information
concerning each nominee.
Julius W. Becton, Jr. (68)
Former President, Prairie View A&M University from 1989 through 1994. Mr.
Becton served as Director of the Federal Emergency Management Agency from 1985
to 1989 after 40 years of commissioned service in the U.S. Army, during which
he attained the rank of Lieutenant General. He is a director of The Wackenhut
Corporation, and has been a director of the Company since 1992.
1
Silas S. Cathcart (68)
Former Chairman, Kidder, Peabody Group, Inc. (investment banking) from January
1989 through January 1990, Chairman and Chief Executive Officer from February
1988 to January 1989, and President and Chief Executive Officer from May 1987
to February 1988. In May 1986, Mr. Cathcart retired as Chairman of Illinois
Tool Works Inc., a position that he had held since 1972. Mr. Cathcart is a
director of Baxter International Inc., General Electric Company and The Quaker
Oats Company, and has been a director of the Company since 1964.
Susan Crown (36)
Vice President, Henry Crown and Company since 1984. Henry Crown and Company is
a family owned and operated company with investments in securities, real
estate, resort properties and manufacturing operations. Ms. Crown is a
director of Baxter International Inc. She is also a trustee and executive
committee member of Rush-Presbyterian-St. Luke's Medical Center in Chicago and
a trustee of The Yale Corporation. She has been a director of the Company
since 1994.
H. Richard Crowther (62)
Vice Chairman of Illinois Tool Works Inc. Mr. Crowther will retire as Vice
Chairman of the Company on March 31, 1995, a position he has held since 1990.
Prior to becoming Vice Chairman, Mr. Crowther was Executive Vice President,
and has a total of 36 years with the Company.
W. James Farrell (52)
President of the Company since December 1994; Executive Vice President from
1983 to December 1994, with a total of 29 years with the Company. Mr. Farrell
is a director of Hon Industries Inc.
Richard M. Jones (68)
Former Chairman and Chief Executive Officer, Guaranty Federal Savings Bank
from 1989 through 1991. Mr. Jones was President of Sears, Roebuck and Co.
(diversified merchandise, insurance, real estate and financial services) from
1986 to 1988 and Chief Financial Officer from 1980 to 1988. Mr. Jones is a
director of Applied Power Inc., Baker, Fentress & Co., Guaranty Federal
Savings Bank and MCI Communications Corp., and has been a director of the
Company since 1988.
George D. Kennedy (68)
Former Chairman, Mallinckrodt Group Inc. (animal and human health) from 1991
to 1994 and Chairman and Chief Executive Officer from 1986 to 1991. Mr.
Kennedy is a director of American National Can Corporation, Brunswick
Corporation, Kemper National Insurance Company, Kemper Corporation,
Mallinckrodt Group Inc., Scotsman Industries, Inc. and Stone Container
Corporation, and has been a director of the Company since 1988.
Richard H. Leet (68)
Former Vice Chairman, Amoco Corporation (oil and chemicals) from March 1991 to
October 1991 and Executive Vice President from 1983 through February 1991. Mr.
Leet is a director of Great Lakes Chemical Corporation, Landauer Inc. and
Vulcan Materials Corp., was formerly President of the Boy Scouts of America,
and has been a director of the Company since 1988.
Robert C. McCormack (55)
Partner, Trident Capital L.P. (venture capital) since January 1993; Assistant
Secretary of the Navy from 1990 to 1993; Deputy Under Secretary of Defense
from 1987 to 1990; and Managing Director, Morgan Stanley & Co. Incorporated
(investment banking) from 1985 to 1987. Mr. McCormack has been a director of
the Company since 1993 and was previously a director from 1978 through 1987.
John D. Nichols (64)
Chairman and Chief Executive Officer of the Company since May 1986; President
and Chief Executive Officer from January 1982 to May 1986. Mr. Nichols is a
director of Household International Inc., Philip Morris Cos. Inc., Rockwell
International Corporation and Stone Container Corporation. He has been a
director of the Company since 1981.
2
Phillip B. Rooney (50)
President and Chief Operating Officer, WMX Technologies Inc. (environmental
services) since 1985; Chairman and Chief Executive Officer, Waste Management
Inc. (solid waste management) since November 1993; Chairman and Chief
Executive Officer, Wheelabrator Technologies Inc. (waste-to-energy) since
1990; and Chairman of the Board, Rust International Inc. (engineering, design
and construction services) since January 1993. Mr. Rooney is a director of
Caremark International Inc., Chemical Waste Management, Inc., Rust
International Inc., The ServiceMaster Company, Urban Shopping Centers Inc.,
Waste Management International plc, Wheelabrator Technologies Inc. and WMX
Technologies, Inc., and has been a director of the Company since 1990.
Harold B. Smith (61)
Chairman of the Executive Committee of the Company since 1982. Mr. Smith is a
director of W.W. Grainger Inc. and Northern Trust Corporation and a Trustee of
The Northwestern Mutual Life Insurance Company. He has been a director of the
Company since 1968.
Ormand J. Wade (55)
Former Vice Chairman, Ameritech Corp. (telecommunications products and
services) from 1989 to 1993; President of the Ameritech Bell Group from 1987
to 1989; and President and Chief Executive Officer, Illinois Bell Telephone
Company from 1982 through 1986. Mr. Wade is a director of Andrew Corporation,
NBD Bancorp Inc. and Westell Inc. He has been a director of the Company since
1985.
Calvin A. H. Waller (57)
Senior Vice President, ICF Kaiser International Inc. (energy and environmental
group) since August 1994. Former President and Chief Executive Officer of RKK,
Ltd. (environmental technology) from 1993 to 1994 and Chief Operating Officer
and Executive Vice President from November 1991 to May 1993. After 32 years of
military service, Mr. Waller retired from the Army in October 1991 with the
rank of Lieutenant General, having served, among other positions, as Deputy
Commander-in-Chief of Operations Desert Shield and Desert Storm. Mr. Waller is
a director of Interpoint Corp. and RADICA Games, Ltd. of Hong Kong.
BOARD OF DIRECTORS AND ITS COMMITTEES
The Audit Committee is responsible for reviewing and reporting to the full
Board concerning the engagement of independent public accountants, internal
audit systems, and any other matters which might significantly affect the
Company's financial status. This Committee met three times during 1994 and is
currently composed of Mr. Kennedy (Chairman) and Messrs. Becton and Jones and
Ms. Crown.
The Compensation Committee is responsible for administering the Company's
compensation plans and approving compensation levels for Executive Officers.
This Committee met two times during 1994 and is currently composed of Mr. Leet
(Chairman) and Messrs. McCormack, Rooney and Wade.
The Nominating Committee receives suggestions and evaluates and recommends
to the Board candidates for directors. This Committee also evaluates and makes
recommendations as to Board committees and the size of the Board. The Committee
met twice in 1994 and is currently composed of Mr. Cathcart (Chairman), Messrs.
Becton, McCormack, Smith and Wade and Ms. Crown.
The Board of Directors of the Company recently amended the by-laws of the
Company to establish requirements for advance notification of stockholder
nominations for directors. Any stockholder who wishes to nominate a director
must express such intent in a written notice to the Secretary of the Company
that is received not later than the last business day of December in the year
preceding the Annual Meeting of Stockholders (or the close of business on the
tenth day following the date on which notice is first given to stockholders for
a special meeting). Such notice shall contain: (a) the name and address of the
stockholder who intends to make the nomination; (b) the name, age and business
and residence addresses of each person to be nominated; (c) the principal
occupation or employment of each nominee; (d) a statement that the nominee is
willing to be
3
nominated and serve as a director; and (e) such other information regarding each
nominee as would be required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had the Board of
Directors nominated such person.
The Board of Directors adopted the by-law measure to provide the Nominating
Committee with sufficient information about the qualifications and backgrounds
of nominees for directors, the time to review the composition of the Board and
the opportunity to comment on the candidacy of proposed nominees.
Stockholders wishing to nominate persons to the Board of Directors for
election at the next Annual Meeting should do so no later than December 29, 1995
by letter addressed to The Secretary, Illinois Tool Works Inc., 3600 West Lake
Avenue, Glenview, IL 60025.
The Board of Directors of the Company met five times during 1994. Each
director attended more than 85% of the meetings of the Board and of the
Committees of which he or she was a member.
DIRECTORS' COMPENSATION
Compensation for non-employee directors consists of a $25,000 annual fee
plus $1,000 for each Board of Directors' meeting and committee meeting attended.
Committee Chairmen receive an additional $600 for each meeting chaired. The
Company's deferred fee plan permits non-employee directors to defer receipt of
all or any part of their fees. Amounts deferred are credited with interest at
current rates and are paid after an individual ceases to be a director. Retired
non-employee directors also receive an annual payment equal to one-half of the
annual retainer paid to an active director on the date of retirement so long as
the retired director serves the Company in an advisory capacity and refrains
from any activity adverse to the best interests of the Company. Harold B. Smith
has entered into a one-year agreement with the Company providing for an annual
consulting fee of $85,000.
In January 1995 incumbent non-officer directors also received, pursuant to a
restricted stock grant program, 900 shares of the Company's Common Stock,
one-third of which shares vest on the first business day in each of the years
1996 through 1998, except that all shares vest on the date of retirement in
accordance with Board policy or on the date of death. The shares granted to the
directors pursuant to this program are included in the table under "Security
Ownership", as are shares under an earlier tranche of the program effective in
1992. This program is being submitted to stockholders for approval at this
Annual Meeting and is further described in the next section.
PROPOSAL TO APPROVE DIRECTORS' RESTRICTED STOCK PLAN
A proposal will be presented at the meeting to approve the Directors'
Restricted Stock Plan (the Directors Plan). The purpose of the Directors Plan is
to link a portion of the compensation of eligible directors directly with the
interests of the stockholders. Originally adopted by the Board of Directors on
December 13, 1991 for the three-year period commencing January 2, 1992, the
Directors Plan was renewed by the Board on December 8, 1994 for the three-year
period commencing January 3, 1995. Participation in the Directors Plan is
limited to directors who are neither officers nor employees of the Company or
any of its subsidiaries.
Under the Directors Plan, grants of 900 shares having a market value of
$39,050 were made to eligible directors on January 3, 1995. Any other eligible
director who becomes a member of the Board after January 3, 1995 but before
January 2, 1998 shall receive as part of his or her director's compensation a
grant, on the first business day of the January following the commencement of
such director's service, of 300 shares for each full year of service remaining
during the period January 3, 1995 to January 2, 1998. Directors are encouraged
to hold shares granted until their Board service ends.
The restricted stock granted under the Directors Plan is subject to vesting
requirements. Three hundred shares of restricted stock become non-forfeitable on
the first business day of January in each of the years 1996 through 1998,
commencing January 2, 1996. In the event a director retires from the Board in
accordance with
4
Board policy or dies, all of the unvested shares of restricted stock granted
under the program vest on the date of resignation or death. The shares granted
under the Directors Plan may not be sold or transferred, including by gift or
donation, until the first to occur of: (a) the director's retirement in
accordance with Board policy, (b) the director's death, or (c) January 2, 1998.
Certain limited exceptions to the transferability restriction exist for
transfers to family members and to trusts and partnerships that benefit family
members. Directors may exercise full voting rights as to the restricted stock
and are entitled to receive all dividends and other distributions paid on the
restricted stock from the date of grant. If the Company's Common Stock is
subject to stock splits, reverse stock splits, stock dividends, combinations of
shares or other changes, appropriate adjustments will be made as to the number
of shares of restricted stock granted thereafter to directors under the program.
The Board of Directors has broad discretion as to the Directors Plan,
including renewal of the program for successive three-year terms, in which case
the effective date of the grant will be the first business day of the third week
of December, and changing the vesting provisions of the program. The Board
cannot amend the Directors Plan, however, to change the eligibility requirements
or the amount or the timing of the grants more than once every six months except
to comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act or regulations under either of those statutes.
If stockholder approval of the Directors Plan is obtained, and certain other
conditions are satisfied, the grant of restricted stock to eligible directors
will not be treated as an acquisition for short-swing profit purposes under
Section 16 of the Securities Exchange Act of 1934. If stockholder approval is
not granted, the Directors Plan will remain in effect, but without the benefit
of such treatment under Section 16. If stockholder approval is granted at this
Annual Meeting, any material change to the Directors Plan in the future would
require stockholder approval to continue the beneficial treatment under Section
16.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL, WHICH IS
PRESENTED AS ITEM 2.
5
SECURITY OWNERSHIP
The following table sets forth information regarding ownership of the
Company's Common Stock as of December 31, 1994 by each director and nominee for
director; by each of the named executive officers; by directors, nominees and
executive officers as a group; and by other persons who, to the knowledge of the
Company, own of record or beneficially more than 5% of the outstanding Common
Stock of the Company.
AMOUNT AND NATURE
OF BENEFICIAL
NAME OF BENEFICIAL OWNER OR GROUP OWNERSHIP (1) PERCENT OF CLASS
- ------------------------------------------------------------------------ ------------------ ----------------
Directors and Nominees
(Other Than Executive Officers)
Julius W. Becton, Jr.................................................. 1,300(2) *
Silas S. Cathcart..................................................... 185,974(3) *
Susan Crown........................................................... 3,900(2)(4) *
Richard M. Jones...................................................... 5,500(2) *
George D. Kennedy..................................................... 1,760(2) *
Richard H. Leet....................................................... 4,500(2) *
Robert C. McCormack................................................... 7,274,250(5)(6) 6.3
Phillip B. Rooney..................................................... 5,500(2) *
Harold B. Smith....................................................... 19,785,454(6)(7) 17.2
Ormand J. Wade........................................................ 1,900(2) *
Calvin A. H. Waller................................................... -- --
Executive Officers
H. Richard Crowther................................................... 186,532(8)(9) *
W. James Farrell...................................................... 95,686(8)(10) *
Robert H. Jenkins..................................................... 58,036(8)(11) *
John D. Nichols....................................................... 426,438(8)(12) *
Frank S. Ptak......................................................... 69,702(8) *
Directors, Nominees and Executive Officers
as a Group (24 Persons)............................................... 21,099,787(8) 18.3
Other Principal Beneficial Owners
Edward Byron Smith, Jr................................................ 7,592,906(6)(13) 6.6
The Northern Trust Company............................................ 21,479,850(14) 18.6
<FN>
- ---------
* Less than 1% of Class
(1) Unless otherwise noted, ownership is direct.
(2) Includes 900 shares of restricted stock granted on January 3, 1995 under
the Directors' Restricted Stock Plan.
(3) Includes 12,920 shares owned by Mr. Cathcart's wife, as to which he
disclaims beneficial ownership; 11,664 shares owned by a trust as to which
Mr. Cathcart has sole voting and investment power; 560 shares owned by a
trust as to which he shares voting and investment power; and 6,000 shares
owned by a charitable organization of which he is president and a director.
(4) Includes 1,000 shares owned in a trust as to which Ms. Crown shares voting
and investment power.
(5) Includes 3,760 shares held in a revocable living trust as to which Mr.
McCormack has sole voting and investment power, 200 shares owned in a trust
as to which he shares voting and investment power with The Northern Trust
Company, and 7,270,090 shares as described in Footnote 6.
(6) Robert C. McCormack, Harold B. Smith, Edward Byron Smith, Jr. and The
Northern Trust Company are trustees of twelve trusts owning 7,270,090
shares as to which they share voting and investment power.
6
(7) Includes 151,088 shares held in a revocable living trust as to which Harold
B. Smith has sole voting and investment power; 11,018,732 shares owned in
twelve trusts as to which he shares voting and investment power with The
Northern Trust Company and others; 1,099,240 shares owned in ten trusts as
to which he shares voting and investment power; 7,270,090 shares as
described in Footnote 6; and 44,056 shares owned by a charitable foundation
of which he is a director.
(8) Includes shares covered by stock options exercisable within 60 days of
December 31, 1994 as follows: Mr. Crowther, 35,068; Mr. Farrell, 47,496;
Mr. Jenkins, 25,500; Mr. Nichols, 12,500; Mr. Ptak, 34,750; and directors,
nominees and executive officers as a group, 320,564.
(9) Includes 146,464 shares held in a revocable living trust as to which Mr.
Crowther shares voting and investment power.
(10) Includes 1,962 shares held by Mr. Farrell as custodian for his minor
children, as to which he disclaims beneficial ownership.
(11) Includes 100 shares allocated to Mr. Jenkins' account in the Company's
Savings and Investment Plan.
(12) Includes 322,038 shares held in a family partnership of which Mr. Nichols
is general partner and shares voting and investment powers; 5,600 shares
owned in a revocable living trust as to which Mr. Nichols has sole voting
and investment power; 7,200 shares owned by Mr. Nichols' wife, as to which
Mr. Nichols disclaims beneficial ownership; 6,148 shares held by Mrs.
Nichols as custodian for their minor children, as to which Mr. Nichols
disclaims beneficial ownership; 3,522 shares allocated to his account in
the Company's Savings and Investment Plan; and 69,430 shares owned by a
charitable foundation of which he is a co-trustee.
(13) Includes 10,874 shares owned in a trust as to which Edward Byron Smith, Jr.
has sole voting and investment power; 96,200 shares owned in a trust as to
which The Northern Trust Company has sole voting and investment power;
122,392 shares owned in three trusts as to which Mr. Smith shares voting
and investment power; and 7,270,090 shares as described in Footnote 6. Also
includes the following shares held for the benefit of Mr. Smith's minor
children: 65,190 shares owned in two trusts as to which The Northern Trust
Company has sole voting and investment power; 6,720 shares held in a trust
as to which Mr. Smith and his wife share voting and investment power; 9,320
shares held in a trust as to which Mr. Smith's wife and sisters share
voting and investment power; and 4,400 shares owned in two trusts as to
which Mr. Smith's sisters share voting and investment power.
(14) Including its holdings as trustee described in Footnotes 5, 6, 7, and 13,
The Northern Trust Company and its affiliates act as sole fiduciary or
co-fiduciary of trusts and other fiduciary accounts which own an aggregate
of 21,479,850 shares. They have sole voting power with respect to 2,064,801
shares and share voting power with respect to 18,770,111 shares. They have
sole investment power with respect to 1,795,806 shares and share investment
power with respect to 19,448,598 shares. In addition, The Northern Trust
Company holds in other accounts, but does not beneficially own, 9,923,449
shares, resulting in aggregate holdings by The Northern Trust Company of
31,403,299 shares (27.2%).
Because of their holdings individually and as trustees, the holdings of
their immediate families and/or their positions with the Company, Robert C.
McCormack, Edward Byron Smith Jr. and Harold B. Smith may be deemed to be
"controlling persons" of the Company within the meaning of the Securities Act of
1933, as amended.
The Company maintains normal commercial banking relationships with The
Northern Trust Company, which also acts as the trustee under the Company's
pension plan. The Northern Trust Company is a wholly owned subsidiary of
Northern Trust Corporation. Harold B. Smith, a director of the Company, is also
a director of Northern Trust Corporation.
The Northern Trust Company's address is 50 South LaSalle Street, Chicago, IL
60675 and the address of each of the other beneficial owners of more than 5% of
the Company's Common Stock is c/o The Secretary, Illinois Tool Works Inc., 3600
West Lake Avenue, Glenview, IL 60025.
7
EXECUTIVE COMPENSATION
The table below summarizes the compensation of the Chief Executive Officer
and the other four most highly compensated Executive Officers.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
---------------------------------------
AWARDS
----------------------
ANNUAL COMPENSATION SECURITIES
------------------------------------------------ RESTRICTED UNDERLYING PAYOUTS
NAME AND OTHER ANNUAL STOCK OPTIONS ---------------
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) COMPENSATION($)(3) AWARDS($)(4) (#)(5) LTIP PAYOUTS($)
- ---------------------- ---- ------------ -------------- ------------------ ---------- ---------- ---------------
John D. Nichols ...... 1994 652,067 750,000 -- -- -- 1,042,776(6)
Chairman and Chief 1993 600,000 567,600 -- -- 50,000 950,111(6)
Executive Officer 1992 580,584 530,900 -- -- -- 782,097(6)
H. Richard 1994 282,298 287,100 -- 218,750 17,912 --
Crowther ............
Vice Chairman 1993 272,000 258,000 -- -- 42,708 --
1992 263,651 250,000 -- -- 6,082 --
W. James Farrell ..... 1994 250,850 291,200 -- 1,400,000 -- --
President 1993 242,000 228,000 -- -- 36,996 --
1992 233,448 146,000 -- -- -- --
Robert H. Jenkins .... 1994 214,641 218,000 -- 1,400,000 -- --
Executive 1993 200,000 177,000 -- -- 30,000 --
Vice President 1992 186,805 150,000 -- -- -- --
Frank S. Ptak ........ 1994 192,165 195,000 -- 1,400,000 -- --
Executive 1993 180,000 177,000 -- -- 30,000 139,758(7)
Vice President 1992 172,500 173,000 -- -- -- --
NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION($)
- ---------------------- ---------------
John D. Nichols ...... 27,014(8)(9)
Chairman and Chief 18,269
Executive Officer 6,866
H. Richard 12,136(8)(9)
Crowther ............
Vice Chairman 8,322
6,866
W. James Farrell ..... 9,236(8)(9)
President 7,332
6,866
Robert H. Jenkins .... 7,813(8)(9)
Executive 6,060
Vice President 5,452
Frank S. Ptak ........ 7,320(8)(9)
Executive 5,507
Vice President 5,003
<FN>
- ------------
(1) The dollars displayed in the salary column reflect the actual salary earned
during 1994, including any amounts deferred under the Company's 1993
Executive Contributory Retirement Income Plan or the Savings and Investment
Plan or both.
(2) Amounts awarded under the Executive Incentive Plan are calculated on the
base salary of record as of December 31 for the respective years.
(3) Perquisites and other personal benefits, securities or property in the
aggregate do not exceed the threshold reporting level of the lesser of
$50,000 or 10% of total salary and bonus reported for the named Executive
Officer.
(4) Represents the value of restricted stock grants authorized under the 1979
Stock Incentive Plan and approved by the Compensation Committee at their
December 1994 meeting. The number of shares granted and their value as of
December 31, 1994 for each of the officers is as follows: Mr. Crowther,
5,000 shares ($218,750); Mr. Farrell, 32,000 shares ($1,400,000); Mr.
Jenkins, 32,000 shares ($1,400,000); and Mr. Ptak, 32,000 shares
($1,400,000). These individuals may exercise full voting rights as to the
restricted stock and are entitled to receive all dividends and other
distributions paid on the restricted stock from the date of grant until
forfeited or sold. Mr. Crowther's shares will vest in five equal annual
installments commencing December 31, 1995. Messrs. Farrell, Jenkins and
Ptak's shares each vest in the following manner: 3,200 on December 31,
1995; 4,800 on December 31, 1996; 6,400 on December 31, 1997; 6,400 on
December 31, 1998; 6,400 on December 31, 1999; 3,200 on December 31, 2000;
and 1,600 on December 31, 2001. Unvested shares will be forfeited if the
executive leaves the Company before retirement.
(5) Stock option grants have been adjusted where appropriate to reflect the 2
for 1 stock split effective June 1993.
(6) For 1994, the market value of 20,000 phantom stock units, the vesting of
which was approved by the Compensation Committee on February 15, 1995 to be
effective March 31, 1995, was $875,000 as of
8
December 31, 1994; and interest and dividends credited on 264,000 shares in
Mr. Nichols' Phantom Stock Account totaled $167,776. For 1993, the market
value as of the date of vesting (March 31, 1994) for 20,000 phantom shares
was $810,000, and interest and dividends credited on 244,000 shares in his
Account totaled $140,111. For 1992, the market value at the date of vesting
(December 11, 1992) for 20,000 phantom stock units was $628,750, and
interest and dividends credited on 264,000 shares in his Account totaled
$153,347. The Compensation Committee previously authorized the distribution
to Mr. Nichols on December 31, 1992 of (i) the market value of and accrued
dividends and interest on the 20,000 phantom stock units vested for 1992
totaling $659,683, and (ii) the market value of and accrued dividends and
interest on 20,000 phantom stock units earned in 1991 totaling $668,567.
Other than the December 31, 1992 distribution referred to in the previous
sentence, all vested units and accrued interest and dividends are being
held for Mr. Nichols in his Account and have not been distributed. Units
have been adjusted where appropriate to reflect the 2 for 1 stock split
effective June 1993.
(7) Cash and market value of Common Stock paid in 1993 for performance share
appreciation units granted under the Company's 1979 Stock Incentive Plan
for a three-year performance period ended December 31, 1992.
(8) Includes Company matching contributions to the Executive Officers' accounts
in the 1993 Executive Contributory Retirement Income Plan. For 1994 the
amounts are: Mr. Nichols, $19,562; Mr. Crowther, $8,469; Mr. Farrell,
$7,525; Mr. Jenkins, $6,439; and Mr. Ptak, $5,765.
(9) Includes interest credited on deferred compensation in excess of 120% of
the Applicable Federal Long-term Rate. For 1994 the amounts are: Mr.
Nichols, $7,452; Mr. Crowther, $3,667; Mr. Farrell, $1,711; Mr. Jenkins,
$1,374; and Mr. Ptak, $1,555.
------------------------
The table below sets forth information as to options granted during 1994 to
the Executive Officers listed in the Summary Compensation Table.
OPTION GRANTS IN 1994
INDIVIDUAL GRANTS
------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES AT ASSUMED ANNUAL RATES OF
UNDERLYING % OF TOTAL EXERCISE OR STOCK PRICE APPRECIATION
OPTIONS OPTIONS GRANTED BASE FOR OPTION TERM(1)
GRANTED TO EMPLOYEES PRICE EXPIRATION ----------------------------
NAME (#) IN 1994 ($/SH) DATE 0% ($) 5% ($) 10% ($)
- ------------------ ---------- --------------- ----------- ---------- ------ --------- ---------
John D. Nichols... -- -- -- -- -- -- --
H. Richard
Crowther......... 4,360(2) 3.5% 44.375 12/11/97 0 33,245 70,250
3,496(2) 2.8% 44.375 12/08/99 0 45,291 100,736
10,056(2) 8.2% 44.375 12/13/01 0 189,368 444,320
W. James
Farrell.......... -- -- -- -- -- -- --
Robert H.
Jenkins.......... -- -- -- -- -- -- --
Frank S. Ptak..... -- -- -- -- -- -- --
<FN>
- ---------
(1) The dollar amounts under these columns are the result of calculations at
0% and at the 5% and 10% rates set by the Securities and Exchange
Commission. They are therefore not intended to forecast possible future
appreciation, if any, of the Company's Stock price and do not reflect any
income tax liability of the individual recipients nor the time value of
money. The Company did not use an alternative formula for a grant date
valuation, as the Company is not aware of any formula which will determine
with reasonable accuracy a present value based on future unknown or
volatile factors.
9
(2) These grants were made on August 26, 1994 in connection with the exercise
of previously granted options containing a reload feature. These grants
also contain a reload feature providing that if the exercise price is paid
by surrender of previously owned shares of Common Stock, a new option in
the amount of the shares surrendered will be granted. The exercise price
of the new option will equal the market value of a share of Common Stock
on the date of grant. The option will vest in one year, provided the
shares acquired on exercise of the underlying option are held for one
year, and will expire on the same date as the underlying option.
------------------------
The table below sets forth information as to option exercises during 1994 as
well as the number and value of unexercised options as of December 31, 1994 for
the Executive Officers listed in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN 1994
AND 1994 YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN- THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT YEAR-END
AT YEAR-END (#) ($)(1)
SHARES --------------------- --------------------
ACQUIRED ON VALUE EXER- UNEXER- EXER- UNEXER-
NAME EXERCISE(#) REALIZED($) CISABLE CISABLE CISABLE CISABLE
- ------------------------------ ----------- ----------- --------- --------- --------- ---------
John D. Nichols............... -- -- 12,500 37,500 92,188 276,563
H. Richard Crowther........... 38,382 825,699 35,068 47,912 508,228 264,113
W. James Farrell.............. 6,000 117,375 47,496 27,500 728,536 235,938
Robert H. Jenkins............. 2,000 42,375 25,500 27,500 334,501 235,938
Frank S. Ptak................. -- -- 34,750 26,250 659,188 218,438
<FN>
- ---------
(1) Based on the year-end closing market price of the Company's Common Stock
($43.75).
RETIREMENT PLANS
The Company's principal non-contributory defined benefit Pension Plan covers
substantially all employees of the parent company and certain domestic
subsidiaries. Executive Officers participate in this plan on the same basis as
do more than 10,000 other eligible employees. Benefit amounts are based on years
of service and average monthly compensation for the five highest consecutive
years out of the last ten years of employment. The Company did not make any
contributions to the Pension Plan during the year ended December 31, 1994.
The following table illustrates the maximum estimated annual benefits to be
paid upon normal retirement at age 65 to individuals in specified compensation
and years of service classifications. The table does not reflect the limitations
contained in the Internal Revenue Code of 1986 on benefit accruals under the
Pension Plan. Under a plan adopted by the Board of Directors, supplemental
payments in excess of those limitations will be made to participants designated
by the Compensation Committee in order to maintain benefits upon retirement at
the levels provided under the Pension Plan's formula.
ESTIMATED ANNUAL NORMAL RETIREMENT BENEFITS(1)
--------------------------------------------------------------------
YEARS OF SERVICE AT NORMAL RETIREMENT(2)
COMPENSATION(3) 10 15 20 25 30 35 40
- -------------------- -------- -------- -------- -------- -------- -------- --------
$ 500,000........... $ 82,500 $123,750 $165,000 $206,250 $247,500 $266,250 $285,000
750,000........... 123,750 185,625 247,500 309,375 371,250 399,375 427,500
1,000,000.......... 165,000 247,500 330,000 412,500 495,000 532,500 570,000
1,250,000.......... 206,250 309,375 412,500 515,625 618,750 665,625 712,500
1,500,000.......... 247,500 371,250 495,000 618,750 742,500 798,750 855,000
1,750,000.......... 288,750 433,125 577,500 721,875 866,250 931,875 997,500
<FN>
- ---------
(1) Amounts shown exceed actual amounts by .65% of Social Security covered
compensation for each year of service up to 30 years.
10
(2) Years of service as of December 31, 1994 for the five most highly
compensated Executive Officers were as follows: Mr. Nichols, 25.2 years;
Mr. Crowther, 36.0 years; Mr. Farrell, 29.5 years; Mr. Jenkins, 15.6
years; Mr. Ptak, 19.1 years. The years of service for Mr. Nichols reflect
the Company's agreement to provide him pension benefits to which he
otherwise would be entitled if his service with certain previous employers
had been with the Company.
(3) Compensation includes all amounts shown under the columns "Salary" and
"Bonus" in the Summary Compensation Table.
The Company's 1982 Executive Contributory Retirement Income Plan provided
certain executives designated by the Compensation Committee the opportunity to
supplement their retirement benefits in exchange for salary reductions during
the four-year period 1983 through 1986. Under the plan the Company agreed to pay
benefits upon retirement, death or disability, with the actual benefit amounts
dependent upon the amount of the deferral, the amount of the Company's
contribution, and the age of the participant at entry into the plan. Four of the
five named Executive Officers included in the Summary Compensation Table were
eligible and elected to have their salaries reduced by 10%. During the period of
salary reduction the executives could not contribute to and did not receive the
Company's matching contribution in the Savings and Investment Plan. The Company
purchased insurance on the lives of the participants to fund the benefits, with
the 10% of salary retained by the Company and the 3% of base compensation that
the Company would have contributed to match participant contributions to the
Savings and Investment Plan applied to the premium for the insurance. Under the
1982 Plan, annual benefits payable beginning at the normal retirement age of 65
for 15 years were fixed following the deferral period and are as follows: Mr.
Nichols, $107,658; Mr. Crowther, $62,477; Mr. Farrell, $113,529; and Mr.
Jenkins, $70,240.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, composed of
non-employee directors, administers the Company's compensation plans, including
the Executive Incentive Plan and the Stock Incentive Plan, and approves
compensation levels for Executive Officers. In administering and making
decisions regarding these plans, the Committee considers management's
contribution to the Company's long-term growth. Among performance considerations
is the Company's total shareholder return (measured by capital appreciation and
reinvested dividends), which for the ten-year period ending December 31, 1994
was a compounded annual rate of return of 21.8%. This return compares to the
Standard & Poor's 500 Index of 14.3% and the Standard & Poor's Diversified
Manufacturing Index of 14.9% for the comparable period.
Annual compensation of Executive Officers is comprised of base salary and an
incentive bonus. The Company's compensation philosophy requires that the
incentive bonus opportunity be performance-based and represent a significant and
meaningful portion of total annual compensation. The Company has retained the
services of Hewitt Associates and The Hay Group, compensation consulting firms,
to assist the Committee in the performance of its various compensation duties.
Hewitt Associates has been retained in this capacity since 1985 and The Hay
Group since 1987.
In establishing the base salary for the Chief Executive Officer (CEO) and
other Executive Officers, the Committee considers published compensation
information obtained annually from independent consultants relating to
industrial companies of comparable size ("peer group"). The companies used
for compensation purposes are not necessarily the same as those included in
the S&P Diversified Manufacturing Index used in the Performance Graph to
evaluate stockholder return. In making periodic adjustments to base salary,
the Committee considers the Executive Officer's past performance and future
potential, the net income of the Company, and the operating income of the
respective operating units. The compensation policy of the Committee is to
target base salaries of Executive Officers near the median of the peer
group. This policy provides performance incentives that can provide above
average total compensation. For 1994, the base salaries of the CEO and other
Executive Officers were below the median of the peer group, while total
compensation, including bonuses, was somewhat higher than the median.
11
Annual cash bonuses are paid pursuant to the Executive Incentive Plan based
on predetermined objectives. Under this plan, maximum bonus opportunities
for Executive Officers range from 40% to 100% of base salary at year-end.
One-half of the CEO's and certain Executive Officers' maximum bonus
opportunity is directly related to the Company's net income and one-half to
the individual's performance measured against predetermined management
goals. One-eighth of the Executive Vice Presidents' maximum bonus
opportunity is based upon the Company's net income and three-eighths is
based upon their respective group operating incomes. The remaining one-half
bonus opportunity is based on the individual's performance measured against
predetermined management goals. The resultant average bonus awarded to
Executive Officers for performance relative to the Company and personal
objectives during 1994 was approximately 97% of the maximum award. These
awards reflected the Company's third straight all-time high earnings
performance and the accomplishment of organizational and personal objectives
by the Executive Officers.
The CEO and other Executive Officers participate in the Stock Incentive Plan
with stock option awards generally made on a biennial basis. The magnitude of
the awards are based on the Committee's evaluation of the Executive Officer's
performance and his ability to influence the Company's long-term growth and
profitability. All options are granted at market price. The ultimate value of a
stock option bears a direct relationship to the increase in market price of the
Company's Common Stock. Thus, the Stock Incentive Plan is an effective incentive
for executives to create value for the stockholders. The Committee therefore
views stock options as an important component of its long-term,
performance-based compensation philosophy.
As a result of the Board's approval of the long-term senior management
succession recommended by the CEO, restricted stock awards were granted in 1994
to certain Executive Officers. The restricted stock awards will vest over a
period of seven years. Unvested restricted shares will be forfeited in the event
that the Executive Officer leaves the Company. Executive Officers may exercise
full voting rights, and are entitled to receive all dividends and other
distributions paid on the restricted stock, from the date of grant.
In 1991 the Compensation Committee extended the CEO's phantom stock plan for
five additional years, through 1995. The phantom stock plan was initially
approved by the Board in 1986 and is a long-term program that provides the
opportunity to vest up to 100,000 phantom stock units. Each unit is equal to one
share of the Company's Common Stock. In vesting awards, the Committee considers
the CEO's contribution to the Company's continuing performance. Among factors
considered are the Company's earnings per share, continued market share growth,
the success of the Company's acquisition programs, enhanced stockholder value
over the past decade, the development of a strong management team and the
implementation of a succession plan. Based upon its evaluation of the CEO's
performance, the Committee determines annually the number of phantom stock units
(not to exceed 20,000) to vest. Vested units are credited to the CEO's phantom
stock account. Distribution of the vested phantom stock units will occur upon
the CEO's retirement and may be paid in either a lump sum payment or in
installments not to exceed 10 years, as determined by the Committee. The
Committee awarded 20,000 phantom stock units for 1994 reflecting the CEO's
outstanding contributions to the Company's continuing strong performance. The
CEO's phantom stock account is credited with dividends and interest equivalent
to the Company's Common Stock dividends and federal short-term interest rates.
In 1989 the Board of Directors approved a special incentive compensation
program for certain senior operating managers under the Stock Incentive Plan,
providing designated managers the opportunity to realize market price
appreciation on performance share units. Awards are based on the attainment of
various performance targets established for each participant for a three-year
period (1990-1992). Market value appreciation is the difference between the
discounted 50% of the market price of the Company's Common Stock on the date of
the grant and the closing market price on the date of the award.
12
Compensation deduction limitations were enacted under Section 162 of the
Internal Revenue Code in 1994. These limitations will not affect the Company's
ability to deduct all taxable compensation paid to the CEO and other named
Executive Officers during 1994. The Committee continues to review issues
relating to these compensation deduction limitations.
Richard H. Leet, CHAIRMAN Phillip B. Rooney, MEMBER
Robert C. McCormack, MEMBER Ormand J. Wade, MEMBER
PERFORMANCE GRAPH
NOTE: The Stock Price Performance shown on the graph below is not
necessarily indicative of future price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
ILLINOIS TOOL
WORKS S&P 500 S&P DIVERSIFIED MANUFACTURING INDEX
1989 100.00 100.00 100.00
1990 109.05 96.89 99.13
1991 145.99 126.42 121.51
1992 151.56 136.05 131.71
1993 183.54 149.76 159.89
1994 209.54 151.74 165.00
* Assumes that the value of investment in Illinois Tool Works
Inc. Common Stock and each index was $100 on December 31,
1989 and that all dividends were reinvested. Total returns
are based on market capitalization.
13
STOCKHOLDER PROPOSALS AND NOMINATIONS
Stockholder proposals intended to be presented at the 1996 Annual Meeting
must be received by the Secretary of the Company on or before November 27, 1995.
Stockholder nominations of directors must be received by the Secretary prior to
December 29, 1995.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has been the Company's independent public accounting
firm since 1951. During 1994 the Company engaged Arthur Andersen LLP to examine
the Company's annual financial statements, review its unaudited quarterly
financial statements and assist in the preparation of required financial reports
with the Securities and Exchange Commission and related matters.
The Board of Directors has engaged Arthur Andersen LLP to act in similar
capacities as the Company's independent public accountants for 1995.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting
to respond to any questions and to make any comments they deem appropriate.
GENERAL
The cost of preparing and mailing this proxy statement and the solicitation
of proxies will be paid by the Company. Solicitations will be made by mail but
in some cases may also be made by telephone or personal call of officers,
directors or regular employees of the Company who will not be specially
compensated for such solicitation. The Company will also pay the cost of
supplying necessary additional copies of the solicitation material and the
Company's Annual Report to Stockholders to beneficial owners of shares held of
record by brokers, dealers, banks and voting trustees, and their nominees. Upon
request, the Company will also pay reasonable expenses of record holders for
mailing such materials to the beneficial owners.
BY ORDER OF THE BOARD OF DIRECTORS
STEWART S. HUDNUT
SECRETARY
Glenview, Illinois
March 27, 1995
UPON WRITTEN REQUEST, THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON
WHOSE PROXY IS SOLICITED AND TO EACH PERSON REPRESENTING THAT AS OF THE RECORD
DATE FOR THE MEETING HE OR SHE WAS A BENEFICIAL OWNER OF SHARES ENTITLED TO BE
VOTED AT THE MEETING, A COPY OF THE COMPANY'S 1994 ANNUAL REPORT (FORM 10-K) TO
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE SCHEDULES THERETO. THE
REQUEST SHOULD BE DIRECTED TO STEWART S. HUDNUT, SECRETARY, AT THE ADDRESS SET
FORTH ON THE FIRST PAGE OF THIS PROXY STATEMENT.
[RECYCLE LOGO]
[ITW LOGO]
14
PROXY PROXY
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE, GLENVIEW, ILLINOIS 60025
ANNUAL MEETING OF STOCKHOLDERS MAY 5, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Illinois Tool Works Inc. hereby appoints Silas S.
Cathcart, Harold B. Smith and Ormand J. Wade, or any of them, with full power of
substitution, to act as proxies at the Annual Meeting of Stockholders of the
Company to be held in Chicago, Illinois on May 5, 1995 with authority to vote as
directed by this Proxy at the Meeting, and any adjournments of the Meeting, all
shares of stock of the Company registered in the name of the undersigned.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
ILLINOIS TOOL WORKS INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
1. ELECTION OF DIRECTORS
Nominees: J. W. Becton, Jr., S. S. Cathcart, S. Crown, H. R. Crowther,
W. J. Farrell, R. M. Jones, G. D. Kennedy, R. H. Leet, R. C. McCormack,
J. D. Nichols, P. B. Rooney, H. B. Smith, O. J. Wade, C. A. H. Waller
For All
For / / Withheld / / Except / /
2. APPROVAL OF RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
For / / Against / / Abstain / /
3. In their discretion, upon such other matters as may properly come before
the meeting.
- -------------------------------------------------------------------------------
THE PROXY WILL BE VOTED AS DIRECTED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE NOMINATED DIRECTORS AND FOR APPROVAL OF THE RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS, WHICH IS THE MANNER IN WHICH THIS PROXY WILL BE VOTED IF
NO DIRECTION IS MADE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
Please sign exactly as your name or names appear on the reverse side. If jointly
held, each owner must sign. Executors, administrators, trustees, officers, etc.
should give full title as such.
Dated 1995
-------------------
- ------------------------
Nominee Exception
- ----------------------------------
Signature
- ----------------------------------
Signature
ANNUAL MEETING MAY 5, 1995 PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.