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
AMETEK, 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:
(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:
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Notes:
AMETEK, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 23, 1996
Dear Fellow Stockholder:
I am pleased to extend to you a cordial invitation to attend the annual
meeting of the stockholders of AMETEK, Inc. (the "Company") to be held at the
Desmond Great Valley Hotel and Conference Center, One Liberty Boulevard,
Malvern, Pennsylvania 19355, on Tuesday, April 23, 1996 at two o'clock in the
afternoon, for the following purposes:
1. To elect eight directors, each to serve for a term of one year and until
his or her successor shall have been duly elected and qualified;
2. To approve the appointment of Ernst & Young LLP as independent auditors
for the year 1996; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on March 1, 1996 will be
entitled to vote at the meeting.
Your vote is important. Whether you plan to attend or not, I urge you to SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, in order
that as many shares as possible be represented at the meeting. If you attend
the meeting and prefer to vote in person, you may. Directions to the Desmond
Great Valley Hotel and Conference Center are provided inside the back cover of
the proxy statement.
I look forward to seeing you at the meeting.
Sincerely,
/s/ Walter E. Blankley
Walter E. Blankley
Chairman of the Board
and Chief Executive Officer
Dated: Paoli, Pennsylvania, March 20, 1996
AMETEK, INC.
Principal executive offices
Station Square
Paoli, Pennsylvania 19301
PROXY STATEMENT
SOLICITATION OF PROXIES
The accompanying proxy is solicited by and on behalf of the Board of Directors
of AMETEK, Inc. for use at the annual meeting of its stockholders to be held
on April 23, 1996 and at any and all adjournments thereof.
The cost of solicitation will be borne by the Company. The Company has
retained Georgeson & Company Inc. to aid in the solicitation of proxies at a
fee not expected to exceed $7,500 plus reasonable expenses. The Company may
use the services of Georgeson & Company Inc., its directors, officers and
other regular employees to solicit proxies personally or by telephone, and may
request brokers, fiduciaries, custodians and nominees to send proxies, proxy
statements and other material to their principals at the expense of the
Company. This proxy statement and the accompanying proxy are being sent to the
stockholders of the Company on or about March 20, 1996. The annual report of
the Company for the year 1995 (which includes the Company's Annual Report on
Form 10-K) is enclosed herewith.
VOTING RIGHTS
Pursuant to the By-Laws, the Board of Directors has fixed the time and date
for the determination of stockholders entitled to notice of and to vote at the
meeting as of the close of business on March 1, 1996. Accordingly, only
stockholders of record on such date and at such time will be entitled to vote
at the meeting, notwithstanding any transfer of any stock on the books of the
Company thereafter. On March 1, 1996, the Company had outstanding 32,605,818
shares of Common Stock, $.01 par value per share, each of which entitled the
holder to one vote. There were, in addition, 2,029,699 issued shares held by
the Company in its treasury which, while so held, cannot be voted. The
affirmative vote of a plurality of the shares of common stock represented in
person or by proxy at the meeting is required for the election of directors.
For all other matters, a favorable vote of a majority of the shares of common
stock voted in person or by proxy at the meeting is required for approval.
Proxies marked as abstaining (including proxies containing broker non-votes)
on any matter to be acted upon by stockholders will be treated as present at
the meeting for purposes of determining a quorum but will not be counted as
votes cast on such matters. A proxy may be revoked by the stockholder at any
time prior to its being voted. If a proxy is properly signed and is not
revoked by the stockholder, the shares it represents will be voted at the
meeting in accordance with the instructions of the stockholder. If the proxy
is signed and returned without specifying choices, the shares will be voted in
favor of the election as directors of the nominees listed on the following
page and in favor of Proposal 2. The enclosed proxy also serves as the voting
instruction card for the trustees who hold shares of record for participants
in The AMETEK Savings and Investment Plan. Shares for which no instructions
are received by the trustee will be voted in the same proportion as the shares
for which the trustee receives instructions. Votes are tabulated at the annual
meeting by inspectors of election.
1
PROPOSAL (1)
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES
An entire Board of eight directors is proposed to be elected at the annual
meeting to hold office until the next annual meeting of stockholders and until
their respective successors have been duly elected and qualified. All proxies
received by the Board of Directors will be voted for the election, as
directors, of the nominees listed below if no direction to the contrary is
given. Each nominee who receives a plurality vote by ballot of the shares
present in person or represented by proxy and entitled to vote at the annual
meeting will be elected as a director. In the event that any nominee is unable
or declines to serve, the proxy solicited herewith may be voted for the
election of another person in his or her stead. The Board of Directors knows
of no reason to anticipate that this will occur.
INFORMATION AS TO NOMINEES FOR ELECTION OF DIRECTORS
Principal Occupation Director
or Position, Continuously
Name of Nominee Age Other Directorships(1) Since
--------------- --- ---------------------- ------------
WALTER E. BLANKLEY++ 60 Chairman of the Board and 1990
Chief Executive Officer of the
Company since April 1993(2)
LEWIS G. COLE* 65 Senior Partner, Stroock & 1987
Stroock & Lavan, Attorneys
HELMUT N. FRIEDLAENDER.* 82 Private investor 1955
SHELDON S. GORDON*+++ 60 Limited Partner and Chairman 1989
of Blackstone Alternative
Asset Management L.P. since
January 1993(3)
CHARLES D. KLEIN+.++ 57 A Managing Director of 1980
American Securities, L.P. and
an executive officer of the
corporate general partner of
several affiliated entities
JAMES R. MALONE+. 53 Chairman of the Board of 1994
Anchor Glass Container Corp.
since January 1996 and
Chairman of the Board of Intek
Capital Corporation since
September 1990(4)
DAVID P. STEINMANN* 54 A Managing Director of 1993
American Securities, L.P. and
an executive officer of the
corporate general partner of
several affiliated entities
ELIZABETH ROSENWALD VARET+++ 52 A Managing Director of 1987
American Securities, L.P. and
chairman of the corporate
general partner of several
affiliated entities
- --------
*Member of the Audit Committee.
+Member of the Compensation Committee.
.Member of the Nominating Committee.
++Member of the Executive Committee.
(1) Except as noted, each nominee has held his or her present occupation for a
period in excess of five years.
(2) Mr. Blankley has been Chief Executive Officer since April 1990. From April
1990 to April 1993, Mr. Blankley also served as President of the Company.
Mr. Blankley was a Senior Vice President of the Company for a period of
more than five years prior to April 1990. Mr. Blankley is also a Director
of AMCAST Industrial Corporation and CDI Corporation.
(3) Mr. Gordon was a General Partner of Blackstone Alternative Asset
Management L.P. from April 1991 to May 1995, was Chairman of Blackstone
Europe from April 1991 to June 1993 and was Chairman of the Board and
Chief Executive Officer of Stamford Capital Group, Inc. from November 1985
to August 1990. Mr. Gordon is also a director of Anangel-American
Shipholdings Limited.
(4) Mr. Malone was President and Chief Executive Officer of Anchor Glass
Container Corporation from May 1993 to January 1996 and was Chairman,
President and Chief Executive Officer of Grimes Aerospace Co. from
November 1990 to September 1995. Mr. Malone is also a director of Amsouth
Bank N.A.
2
The Company has an Audit Committee, a Compensation Committee, and a Nominating
Committee, all of which are comprised of non-employee directors. In addition
the Company has an Executive Committee which consists of two or more Directors
and meets on an as needed basis when the Board is not in session. This
Committee may exercise all the power of the Board of Directors in the
management of the business and affairs of the Corporation except the power to
fill vacancies of the Board or to change members of or fill vacancies in the
committee or to make or amend the By-Laws of the Corporation. The functions of
the Audit Committee include: reviewing with independent auditors the plan and
results of the auditing engagement; reviewing the scope and results of the
Company's procedures for internal auditing; reviewing the independence of the
auditors; considering the range of audit and non-audit services; and reviewing
the adequacy of the Company's system of internal accounting controls. The
functions of the Compensation Committee's non-employee directors include:
study and analysis of and recommendations to the Board concerning specific and
general matters of management compensation; periodic review of management
compensation policies and practices; recommendations to the Board of Directors
regarding incentive compensation awards and officer salary adjustments; and
administrative oversight of stock option plans and other incentive and
compensation plans. The functions of the Nominating Committee include:
determining an appropriate size and composition of the Board of Directors;
considering qualifications of prospective Board member candidates; conducting
research to identify and recommend nomination of suitable candidates; and
reviewing the experience, background, interests, ability and availability of
prospective nominees to meet time commitments of the Board of Directors and
committee responsibilities.
During 1995, there were 9 meetings of the Board of Directors, 3 meetings of
the Audit Committee, 7 meetings of the Compensation Committee, 1 meeting of
the Nominating Committee, and 2 meetings of the Executive Committee.
STOCK OWNERSHIP
The following table sets forth the number of shares of Common Stock of the
Company beneficially owned at January 31, 1996 by each director, by each of
the executive officers included in the Summary Compensation Table, and by all
directors and executive officers of the Company as a group, and the percentage
of the outstanding shares of Common Stock so owned by each such person and
such group.
Amount and Nature of
Beneficial Ownership(1)
-------------------------------------------
(Number of Shares)
Sole Voting Shared
and Voting or
Investment Investment Right to Percent
Name Power(2) Power(3) Acquire(4) Total of Class
---- ----------- ---------- ---------- --------- --------
WALTER E. BLANKLEY...... 47,216 48,567 200,625 296,408 *
LEWIS G. COLE........... (5)(11) 10,000 514,588 -- 524,588 1.6%
ROGER K. DERR........... 100,706 23,966 62,661 187,333 *
HELMUT N. FRIEDLAENDER.. (6) 48,500 30,400 -- 78,900 *
SHELDON S. GORDON....... 30,000 -- -- 30,000 *
FRANK S. HERMANCE....... 10,000 -- 73,750 83,750 *
CHARLES D. KLEIN........ (7)(11) 50,000 6,600 -- 56,600 *
JAMES R. MALONE......... (8) 20,000 -- -- 20,000 *
GEORGE E. MARSINEK...... 5,408 -- 33,750 39,158 *
JOHN J. MOLINELLI....... 16,890 -- 51,000 67,890 *
DAVID P. STEINMANN...... (9)(11) 34,700 94,264 -- 128,964 *
ELIZABETH ROSENWALD
VARET.................. (10)(11) 65,800 603,308 -- 669,108 2.0%
All directors and
executive officers as a
group, consisting of 17
persons, including
individuals named
above.................. (11) 489,239 717,785 550,211 1,757,235 5.4%
- --------
*Represents less than 1% of the outstanding shares of Common Stock of the
Company.
3
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the vote) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to the security through any contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, beneficial ownership disclosed consists of sole voting and
investment power.
(2) Reported in this column are shares (including certain restricted shares)
with respect to which directors and officers have sole voting and
investment power.
(3) Reported in this column are other shares with respect to which directors
and officers have or share voting and/or investment power, including
shares directly owned by certain relatives with whom they are presumed to
share voting and/or investment power; however, beneficial ownership may
be disclaimed. Although shared beneficial ownership is included in each
of the individual totals, these shares are only reported once in the
total for all directors and executive officers as a group.
(4) Reported in this column are shares which executive officers have a
present right to acquire or are acquirable within 60 days of January 31,
1996 through the exercise of stock options awarded under AMETEK, Inc.
Stock Option Plans.
(5) Mr. Cole has shared voting and investment power with respect to 514,588
shares, as to 4,000 shares of which such power is shared with Messrs.
Klein and Steinmann and others, and as to 510,588 shares of which such
power is shared with Ms. Varet and others.
(6) Mr. Friedlaender has shared voting and investment power with respect to
30,400 shares. Of these, 15,200 shares are owned by a trust of which Mr.
Friedlaender is a trustee; Mr. Friedlaender disclaims beneficial
ownership of such shares.
(7) Mr. Klein has shared voting and investment power with respect to 6,600
shares, as to 4,000 shares of which such power is shared with Messrs.
Cole and Steinmann and others and as to 2,600 shares of which such power
is shared with Mr. Steinmann and others.
(8) Includes 13,333 shares held pursuant to a restricted stock award under
the 1991 Stock Incentive Plan.
(9) Includes 6,667 shares held pursuant to a restricted stock award under the
1991 Stock Incentive Plan. Mr. Steinmann has shared voting and investment
power with respect to 94,264 shares, as to 82,720 shares of which such
power is shared with Ms. Varet and others, as to 2,600 shares of which
such power is shared with Mr. Klein and others, as to 4,944 shares of
which such power is shared with others and as to 4,000 shares of which
such power is shared with Messrs. Cole, Klein and others.
(10) Includes 10,000 shares owned by a trust of which Ms. Varet's husband is a
beneficiary and as to which Ms. Varet disclaims any beneficial ownership.
Ms. Varet has shared voting and investment power with respect to 593,308
shares, as to 510,588 shares of which such power is shared with Mr. Cole
and others and as to 82,720 shares of which such power is shared with Mr.
Steinmann and others.
(11) Mr. Cole is a director, Mr. Steinmann is an executive officer, and Mr.
Klein is a portfolio manager of Oak Hall Capital Advisors, L.P., an
investment manager of (i) the AMETEK, Inc. Employees' Master Retirement
Trust, which holds among its assets 571,400 shares, and (ii) AMETEK
Foundation, Inc., which holds among its assets 55,800 shares; none of
these shares has been included in the above table. Oak Hall Capital
Advisors, L.P. is an affiliate of American Securities, L.P.
4
The following table sets forth the only entities known to the Company to be
beneficial owners of more than five percent of the outstanding Common Stock of
the Company:
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
------------------- ------------------------------------------ ----------
FMR Corp.
82 Devonshire Street Sole dispositive, but no
Boston, MA 02109-3614 voting power for (1)..... 4,497,100 shares 13.7%
=========
Gabelli Asset Management
Company
International Advisory
Services Ltd.
c/o Appleby, Spurling &
Kempe
Cedar House, 41 Cedar
Avenue Sole voting and
Hamilton HM12, Bermuda dispositive power for.... 2,500 shares
Gabelli Funds, Inc.
One Corporate Center Sole voting and
Rye, NY 10580-1434 dispositive power for.... 774,700 shares
GAMCO Investors, Inc. Sole voting power for
One Corporate Center 3,495,900 shares but sole
Rye, NY 10580-1434 dispositive power for.... 3,790,900 shares
---------
TOTAL (2)................ 4,568,100 shares 13.9%
=========
- --------
(1) Based on Schedule 13(G) filed on February 14, 1996.
(2) Based on Schedule 13(D) filed on January 16, 1996, Mr. Mario J. Gabelli is
deemed to have beneficial ownership of these shares.
COMPENSATION OF DIRECTORS
The annual rate of compensation for services as a non-employee director of the
Company was $50,000 in 1995. Mr. Blankley, the only employee director of the
Company in 1995, did not receive any compensation for his services as a
director.
Pursuant to a Retirement Plan for Directors (the "Directors Plan"), the
Company has agreed to provide retirement benefits and death benefits to those
directors who have not accrued benefits under the Employees' Retirement Plan
of AMETEK, Inc. and who have completed at least three years of service as a
director or officer of the Company. The retirement benefit payable under the
Directors Plan is an annual amount equal to 100% of the highest annual rate of
compensation for directors during the director's period of service on the
Board of Directors; however, the benefit is reduced proportionately if the
participant has less than five years of service. The Company shall satisfy its
obligations arising under the Directors Plan exclusively from its general
assets. All of the current directors other than Mr. Blankley are participants
in the Directors Plan and each of these participants, other than Messrs.
Malone and Steinmann, has accrued an annual retirement benefit of $50,000.
Messrs. Malone and Steinmann have not yet accrued any benefit under the Plan.
Pursuant to a Death Benefit Program for Directors (the "Directors Program"),
the Company has entered into individual agreements with certain directors
which require the Company to pay death benefits to their designated
beneficiaries and to pay benefits to the directors under certain
circumstances. The Directors Program currently provides for a benefit, payable
for ten years, in an annual amount equal to 100% of the highest annual rate of
compensation during the director's period of service on the Board of
Directors, commencing at death or the later of age 70 or retirement; however,
with respect to directors who became participants after January 1, 1989, the
directors must
5
complete at least five years of service as a director before they become
eligible to receive a benefit upon the later of age 70 or retirement. Active
directors also have a group term life insurance benefit of $50,000. To fund
benefits under the Directors Program, the Company has purchased individual
life insurance policies on the lives of certain of the covered directors. The
Company retains the right to terminate any or all of the Directors Program
agreements under certain circumstances. All of the current directors other
than Mr. Blankley are participants in the Directors Program.
EXECUTIVE OFFICERS OF THE REGISTRANT
Officers are appointed by the Board of Directors to serve for the ensuing year
and until their successors have been elected and qualified. Information on
executive officers of the Company is shown below:
Name Age Present Position with the Company
---- --- ---------------------------------
Walter E. Blankley...... 60 Chairman of the Board and Chief Executive Officer
Roger K. Derr*.......... 64 Executive Vice President
Frank S. Hermance*...... 47 Executive Vice President--Chief Operating Officer
& President of the Precision Instruments Group
Murray A. Luftglass..... 65 Senior Vice President--Corporate Development
George E. Marsinek*..... 58 President of the Electro-mechanical Group
John J. Molinelli*...... 49 Senior Vice President--Chief Financial Officer
Albert J. Neupaver*..... 45 President of the Industrial Materials Group
Otto W. Richards........ 66 Vice President and Comptroller
Deirdre D. Saunders..... 48 Treasurer and Assistant Secretary
Robert W. Yannarell..... 62 Secretary
- --------
*Office of the President
WALTER E. BLANKLEY'S employment history with the Company and other
directorships currently held are included on page 2 under section ELECTION
OF DIRECTORS.
ROGER K. DERR was elected Executive Vice President effective January 1, 1996
and will retire May 31, 1996. He had served as Executive Vice President-
Chief Operating Officer since April, 1990 and as a Senior Vice President of
AMETEK since 1982.
FRANK S. HERMANCE was elected Executive Vice President-Chief Operating Officer
effective January 1, 1996. He also continues as President of the Precision
Instruments Group, a position he was elected to on September 23, 1994. He
joined the Company as a Group Vice President in November 1990.
MURRAY A. LUFTGLASS has been Senior Vice President-Corporate Development since
May 1984.
GEORGE E. MARSINEK was elected President of the Electro-mechanical Group on
September 23, 1994. He has been a Group Vice President since April 1990.
JOHN J. MOLINELLI was named Senior Vice President-Chief Financial Officer on
April 29, 1994. Previously he served as Vice President and Comptroller of
AMETEK since April 1993. He was elected Comptroller in 1991 and General
Auditor in 1989.
ALBERT J. NEUPAVER was elected President of the Industrial Materials Group on
September 23, 1994. Previously he served as a Group Vice President since
May 1994 . He was elected Vice President of AMETEK in 1991 and was General
Manager of the Specialty Metal Products Division since 1989.
6
OTTO W. RICHARDS joined the Company as Vice President and Comptroller on April
29, 1994. From April 1, 1993 to April 1994 he was Senior Vice President--
Administration, Ketema, Inc. and from December 1988 to April 1993 he was
Senior Vice President and Chief Financial Officer, Ketema, Inc. Mr.
Richards will retire effective March 31, 1996.
DEIRDRE D. SAUNDERS has served as Treasurer and Assistant Secretary since
April 1993. Ms. Saunders joined AMETEK in 1987 as Assistant Treasurer.
ROBERT W. YANNARELL has served as Secretary of the Company since April 1993.
Previously he served as Treasurer and Assistant Secretary since 1987.
EXECUTIVE COMPENSATION
The following table sets forth certain information for the fiscal years ended
December 31 in each of 1995, 1994 and 1993 concerning compensation paid or
accrued for the Chairman of the Board and Chief Executive Officer and for the
four other most highly compensated executive officers of the Company serving
at December 31, 1995.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards
---------------------------- -----------------------
Other Securities
Annual Restricted Underlying All Other
Name and Salary Bonus Compensation Stock Options/SARs Compensation
Principal Position Year ($) ($) ($) Awards ($) (#) ($)(1)
- ------------------ ---- ------- ------- ------------ ---------- ------------ ------------
Walter E. Blankley
Chairman of the Board 1995 472,000 400,000 -- -- 75,000 1,752
and Chief Executive 1994 457,500 335,000 -- -- 125,000 1,656
Officer 1993 430,000 100,000 -- -- 50,000 1,656
Roger K. Derr(2)(3)
Executive Vice 1995 278,800 155,000 -- -- -- 1,752
President-- 1994 271,300 125,000 -- -- 50,000 1,668
Chief Operating Officer 1993 263,900 75,000 -- -- -- 1,668
Frank S. Hermance(2)
President of the 1995 228,000 152,000 -- -- 30,000 1,332
Precision Instrument 1994 220,000 125,000 -- -- 50,000 1,326
Group 1993 213,000 48,000 -- -- -- 1,326
George E. Marsinek
President of the 1995 215,000 165,000 -- -- 30,000 1,620
Electro-mechanical 1994 205,500 150,000 -- -- 50,000 1,554
Group 1993 197,000 75,000 -- -- -- 1,554
John J. Molinelli
Senior Vice President-- 1995 182,500 125,000 -- -- 25,000 1,356
Chief Financial Officer 1994 157,933 100,000 -- -- 40,000 1,350
1993 129,000 40,000 -- -- -- 1,350
- --------
(1) The amounts reported represent the Company's contribution ($1,200 each) to
The AMETEK Savings and Investment Plan for each of the individuals listed
above and the dollar value of premiums paid by the Company with respect to
term life insurance for the benefit of each of the named executive
officers.
(2) Refer to page 6 for present position with the Company effective January 1,
1996.
(3) Mr. Derr's 1995 bonus includes $30,000 paid in lieu of 1995 stock option
grants.
7
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table provides details regarding stock options granted to the
named executive officers in 1995. In addition, the table provides the
hypothetical gains or "option spreads" that would result for the respective
options based on assumed rates of annual compounded stock price appreciation
of 5% and 10% from the date the options were granted through their expiration
dates. No stock appreciation rights were granted to the named executive
officers in 1995.
STOCK OPTION/SAR GRANTS IN 1995
Potential
Realizable Value at
Assumed Annual Rate
of Stock
Price Appreciation
Individual Grants for Option Term(2)
-------------------------------------------------------------- -------------------
Percent of Total
Number of Options/SARs
Securities Underlying Granted to
Option/SARs Employees in Exercise Expiration
Name Granted (#)(1) Fiscal Year Price ($/Sh) Date 5% ($) 10% ($)
---- --------------------- ---------------- ------------ ---------- -------------------
Walter E. Blankley 75,000 12.27 17.50 06/23/2005 825,424 2,091,787
Roger K. Derr -- -- -- -- -- --
Frank S. Hermance 30,000 4.91 17.50 06/23/2005 330,170 836,715
George E. Marsinek 30,000 4.91 17.50 06/23/2005 330,170 836,715
John J. Molinelli 25,000 4.09 17.50 06/23/2005 275,141 697,262
- --------
(1) The options granted in 1995 to Messrs. Blankley, Hermance, Marsinek and
Molinelli are exercisable after the first anniversary of the date of the
grant (June 23, 1995) during each of the four succeeding twelve-month
periods only to the extent of twenty-five percent (25%) of the total
number of shares optioned. In all cases, optioned shares which may have
been but were not purchased during any one twelve-month period may be
purchased during any one or more succeeding twelve-month periods up to the
expiration date of the option. Options generally become fully exercisable
in the event of the holder's death, retirement or termination of
employment in connection with a change in control.
(2) The amounts represent certain assumed rates of appreciation. Actual gains,
if any, on stock option exercises are dependent on future performance of
the Company's Common Stock. There can be no assurance that the rates of
appreciation reflected in this table will be achieved.
8
The following table illustrates stock option and stock appreciation rights
exercised by the named executive officers during 1995 and the aggregate
amounts realized by each such officer. In addition, the table shows the
aggregate number of unexercised options and stock appreciation rights that
were exercisable and unexercisable as of December 31, 1995 and the values of
"in-the-money" stock options and SARs on December 31, 1995 which represent the
positive difference between the market price of the Company's Common Stock and
the exercise price of such options/SARs.
AGGREGATED OPTION/SAR EXERCISES IN 1995
AND OPTION/SAR VALUES AT DECEMBER 31, 1995
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired On at December 31, 1995 December 31, 1995 ($)
Exercise Value ------------------------- -------------------------
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
Walter E.
Blankley 10,000 91,667 223,125 203,125 1,213,477 704,883
Roger K.
Derr 62,500 454,948 62,661 37,464 303,294 167,018
Frank S.
Hermance 2,500 38,281 73,750 71,250 430,235 225,703
George E.
Marsinek 55,000 372,895 33,750 71,250 157,110 225,703
John J.
Molinelli 4,000 36,667 51,000 57,500 295,657 180,156
DEFINED BENEFIT AND ACTUARIAL PLANS
The Employees' Retirement Plan of AMETEK, Inc. (the "Retirement Plan") is a
non-contributory defined benefit pension plan under which contributions are
actuarially determined. The following table sets forth the estimated annual
benefits, expressed as a single life annuity, payable upon retirement
(assuming normal retirement at age 65) under the Retirement Plan for
individuals with the indicated years of service and at the indicated
compensation levels (without taking into account statutory restrictions
incorporated in the Retirement Plan and described below):
PENSION PLAN TABLE
Annual Benefits Based On
Years of Service at Normal Retirement Age (1)
Average ---------------------------------------------------------------------------
Compensation 15 20 25 30 35
- ------------ ------- ------- ------- ------- -------
$150,000 58,900 62,800 66,600 66,600 66,600
200,000 79,300 84,400 89,500 89,500 89,500
250,000 99,700 106,100 112,500 112,500 112,500
300,000 120,100 127,800 135,400 135,400 135,400
350,000 140,500 149,500 158,400 158,400 158,400
400,000 160,900 171,100 181,300 181,300 181,300
450,000 181,300 192,800 204,300 204,300 204,300
500,000 201,700 214,500 227,200 227,200 227,200
550,000 222,100 236,200 250,200 250,200 250,200
600,000 242,500 257,800 273,100 273,100 273,100
650,000 262,900 279,500 296,100 296,100 296,100
700,000 283,300 301,200 319,000 319,000 319,000
- --------
(1) Benefit amounts assume a participant reaches age 65 in 1996; for younger
participants, the benefit amounts are less than the amounts indicated
above.
9
The annual compensation taken into account for any plan year is generally
equal to the participant's salary and any bonus accrued during the plan year
as reported in the Summary Compensation Table. Compensation in excess of
certain amounts prescribed by the Secretary of the Treasury ($150,000 for
1996) cannot be taken into account under the Retirement Plan. The individuals
named in the Summary Compensation Table are subject to this limitation.
However, in accordance with non-qualified supplemental pension arrangements,
the Company has agreed to provide to each of Messrs. Blankley and Derr, a
benefit in an amount equal to the excess of the annual pension benefit which
would be payable to him under the terms of the Retirement Plan in the absence
of statutory restrictions over the amount actually payable under the
Retirement Plan. The benefit is limited to the projected excess payable at age
65 determined as of May 21, 1991. Pursuant to agreements entered into with
each of these executives, a restricted stock award has been granted under the
1991 Stock Incentive Plan of AMETEK, Inc. for a number of shares of the
Company's Common Stock having a fair market value on the date of grant equal
to 50% of the present value of the projected benefit under the supplemental
pension arrangement; the remaining portion of the benefit will be payable in
cash, directly out of the Company's general assets. At December 31, 1995 the
executives named in the Summary Compensation Table had the following years of
credited service under the Retirement Plan: Mr. Blankley-35; Mr. Derr-37; Mr.
Hermance-5; Mr. Marsinek-31; Mr. Molinelli-26.
In addition, for retirements occurring in 1996, the maximum annual pension
benefit payable at normal retirement age is restricted, by law, to the greater
of $120,000 or the amount of such benefit determined under the Retirement Plan
and prior existing law as of December 31, 1982. The $120,000 limit is adjusted
annually by the Secretary of the Treasury to reflect increases in the cost of
living.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report, submitted by the Compensation Committee of the Board of
Directors (the "Compensation Committee"), provides information regarding
policies and practices concerning compensation of the Chairman of the Board
and Chief Executive Officer and the other executive officers of the Company.
COMPENSATION OVERVIEW
The functions performed by the Compensation Committee include
recommending to the Board of Directors (a) remuneration arrangements
for senior management and directors and (b) compensation plans in which
officers and employees are eligible to participate. Members of the
Compensation Committee are directors who are not employees of the
Company. The current members of the Compensation Committee are Messrs.
Gordon, Klein and Malone and Ms. Varet.
Executive compensation consists of three principal elements: (a)
salary; (b) annual bonus; and (c) grants of stock options and stock
appreciation rights and restricted stock awards under Company plans.
Additional retirement and other benefits are provided for the Company's
executives similar to those typically provided by other major
corporations.
Decisions about executive officers' salary and bonus are made under the
supervision of the Compensation Committee, while decisions concerning
compensation in the form of stock options, SARs and restricted stock
awards are made under the supervision of the committee of the Board of
Directors designated for the appropriate plan. The members of each of
these plan committees currently are the same as the members of the
Compensation Committee; thus, references in this report to the
"Compensation Committee" should be read, where appropriate, as
references to the various plan committees.
10
Underlying the Compensation Committee's decisions with respect to
executive officers' compensation is the belief that it is fundamentally
important that the Company attract, retain, motivate and benefit from
the guidance and experience of talented and qualified individuals so
that the Company's short-term and long-term success will continue and
its profitability and worldwide reputation for quality, and thus
shareholder value, will grow. The Company also believes that its
executives should be encouraged to acquire a larger equity interest in
the Company, thereby having additional incentives, corresponding to the
interests of shareholders, to put forth their maximum efforts for the
success and profitability of the Company's businesses and the
achievement of increased shareholder value. Information regarding
similarly situated executive officers at comparable companies was drawn
from publicly available information for certain of the companies
included in the index of companies used in the Performance Graph set
forth on page 14 and for certain other companies identified by an
independent employee benefits consulting firm retained by the Company.
SALARY
Salary levels for the Company's executive officers are established
principally on the basis of the executive's responsibilities. In each
case, consideration is given both to personal factors such as the
individual's experience and record and the responsibility associated
with his or her position and to external factors such as salaries paid
to similarly situated executive officers by comparable companies and
prevailing conditions in the geographic area where the executives'
principal services will be performed. Comparable companies were
identified as described above. Annual adjustments to each executive
officer's salary are determined based on the foregoing factors but with
due consideration also being given to prevailing economic conditions,
to the relationship of such adjustments to those being given to other
employees within the Company, to the performance of the executive's
duties and responsibilities and to other individual performance-related
criteria that may be relevant with respect to such executive officer at
the time. In evaluating the salaries paid to similarly situated
executive officers, consideration is given to the full range of such
salaries and to the experience and records of those executives who
received salaries at the high, medium and low points of such range. In
determining executive salaries, the Compensation Committee has
generally targeted the median level of the compensation range for
comparable companies. In addition, in establishing salary levels,
consideration is given to the competitiveness of the total annual
compensation received by the Company's executive officers as compared
to the total compensation received by other similarly situated
executive officers.
ANNUAL BONUS
Bonuses are viewed as a reward for individual contributions to the
Company's performance, based not only on the Company's short-term
results but also on the investments made by the Company for the future
growth of the Company's profits. In addition, consideration is given to
the achievement of selected financial goals (i.e., operating
performance, asset management and business growth development) and
progress in meeting other long-term objectives, as well as the
executive officers' leadership role in these activities. Bonus
decisions generally are made toward the end of each year. Pursuant to
the Company's Additional Compensation Plan, each year an aggregate
amount, generally equal to five percent of income before federal income
taxes exclusive of capital gains and certain non-recurring charges, is
accrued for the purpose of paying the bonuses to executive officers and
certain other employees. As a result of overall Company performance in
1995, which met or exceeded the targeted financial goals referred to
above, the bonus pool for 1995 increased compared to 1994. The Chairman
of the Board and Chief Executive Officer reviews Company performance
and the individual contribution of each executive officer to the
Company's performance and makes
11
recommendations to the Compensation Committee with respect to the
suitable bonus amount to be awarded to such individual for that year
based on such review. The Compensation Committee then meets with the
Chairman of the Board and Chief Executive Officer to consider such
recommendations, makes any changes that may be deemed appropriate, and
presents its recommendations to the Board of Directors which then
discusses and votes upon the bonuses. The principal financial
performance measures considered by the Compensation Committee are
earnings, return on assets and cash flow, with the relative weight of
each of these factors being roughly equal. However, the significance of
any one of these factors may vary from one executive officer to another
depending upon whether that officer has been assigned other long-term
goals, such as reorganizing a business line, developing new products or
increasing market penetration for current products.
STOCK OPTIONS, SARS AND RESTRICTED STOCK AWARDS
Awards of stock options, SARs and shares of restricted stock are
considered an important complement to the cash elements of the
Company's executive officers' compensation described above and have the
purpose of aligning the executives' interests with the stockholders'
interests. The plans under which such awards are made have been
approved by the Company's stockholders. Company stock options and SARs
generally require the executive to be employed by the Company on the
exercise date and become exercisable in stages over a period of years
following the date of grant. The exercise price of options generally
equals the mean market price of the Company's stock on the grant date;
accordingly, such options will only yield income to the executive if
the market price of the Company's stock is greater, at the time of
exercise, than it was when the option was granted. Although the Company
has not yet done so, it could grant options with average prices greater
than the market price of the Company's stock on the grant date in order
to vary the long-term incentive being created for the option recipient.
It is believed that a principal factor influencing the market price of
the Company's stock is the Company's performance as reflected in its
sales, earnings, cash flow and other results; thus, by granting stock
options and SARs to the Company's executive officers, such individuals
are encouraged to achieve consistent improvements in the Company's
performance. Awards of shares of restricted stock are subject to
forfeiture restrictions which prohibit the recipient from selling such
shares until the specified period of restriction following the date the
award lapses. Such awards provide inducements to the executive officers
to remain with the Company over the long term and to work to enhance
corporate performance and, correspondingly, shareholder value. When
considering whether to make grants of stock options and SARs or awards
of restricted stock, the Compensation Committee reviews practices of
other comparable companies (which are identified as described above) as
well as individual performance-related criteria such as those already
described, and takes into consideration the effect such awards might
have on Company performance and shareholder value. The measures of
Company performance that are considered in making such awards, and the
relative weight of each of these factors, are the same as those used in
determining bonus levels, which are described above. The long-term
objectives that an officer has been assigned are also considered.
However, in determining to grant options or SARs or award restricted
stock, the Compensation Committee has generally placed greater emphasis
on long-term objectives than it has in its determination of bonus
awards.
MR. BLANKLEY'S 1995 COMPENSATION
In determining the appropriate levels for Mr. Blankley's 1995 base
salary, bonus and stock option grant, the Compensation Committee
considered the same factors that it considered when fixing compensation
levels for the Company's other executive officers and sought to
12
achieve the same corporate goals. The Compensation Committee also
considered the major initiatives and programs which, in 1995, were
commenced or furthered under Mr. Blankley's leadership, such as: (a)
substantial completion of several key elements of the Company's plan to
enhance shareholder value adopted in November 1993, including the
successful restructuring of certain of the Company's businesses and the
successful recapitalization of the Company through the ongoing stock
repurchase program and renegotiation of the Company's bank credit
facility; (b) development of a more experienced senior management team
with greater depth; (c) improvement in the Company's asset management,
particularly with respect to inventory levels in the Precision
Instruments group; (d) completion of the Company's gauge joint venture
in Taiwan and China, as well as substantial progress toward several
other international joint ventures in Asia and Eastern Europe; (e)
continued progress of the Company in expanding its international sales
activities; and (f) the continued success in extending Total Quality
Management principles throughout the Company. Certain personal criteria
also were reviewed, such as the fact that 1995 was the third year of
Mr. Blankley's service as Chairman of the Board and CEO after more than
35 years of service with the Company in many positions including the
positions of President and Chief Executive Officer. The Compensation
Committee also evaluated data regarding CEO compensation practices of
other comparable companies (which were identified previously) so that
Mr. Blankley's total compensation package would be in line with that of
CEOs in such other companies. In addition, in fixing Mr. Blankley's
bonus, the Compensation Committee considered the Company's financial
performance and, in particular, the improvements achieved by the
Company in earnings per share, return on assets and cash flow and the
improvement in the Company's share price.
SECTION 162(m)
Section 162(m) of the Internal Revenue Code limits the deductibility by
a publicly-held corporation of compensation paid in a taxable year to
the Chief Executive Officer and any other executive officer whose
compensation is required to be reported in the Summary Compensation
Table to $1 million. For the 1995 taxable year, the Company did not
exceed, and therefore was not affected by, this limitation.
Mr. Sheldon S. Gordon
Mr. Charles D. Klein
Mr. James R. Malone
Ms. Elizabeth Rosenwald Varet
13
PERFORMANCE GRAPH
The following graph presents a comparison of cumulative total returns for the
Company's common stock during the five fiscal years ended December 31, 1995
with the S&P 500 index, and an index of published industry groups.
[GRAPHIC APPEARS HERE]
1990 1991 1992 1993 1994 1995
AMETEK, Inc. $100.00 $151.00 $187.83 $153.36 $206.21 $232.19
S & P 500 100.00 130.47 140.41 154.56 156.60 214.88
Published Industry 100.00 124.91 124.79 137.38 133.57 182.87
The above graph assumes $100 invested on December 31, 1990 in AMETEK, Inc.
common stock, the S&P 500, an index of published industry groups, and assumes
reinvestment of dividends.
The index of published industry groups, shown above, includes the companies
(including AMETEK, Inc.) consisting of two separate industry groups published
by Business Week as the "Electrical Products" and "Instrument" groups.
Published industry group annual total returns are weighted using the beginning
of period market capitalization.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Sheldon S. Gordon, Charles D. Klein, James R. Malone and Elizabeth R. Varet
comprise the Compensation Committee. Mr. Klein and Ms. Varet are managing
directors of American Securities, L.P., an investment banking firm.
The law firm of Stroock & Stroock & Lavan, of which Mr. Cole is a member,
rendered during 1995 and continues to render services as General Counsel for
the Company and its subsidiaries. For 1995, Stroock & Stroock & Lavan received
$918,000 for such services. The investment banking firm of American
Securities, L.P., and affiliates of American Securities, L.P., including Oak
Hall Capital Advisors, L.P., rendered during 1995 and continue to render
financial advisory, investment management and other services to the Company.
For 1995, American Securities, L.P. and its affiliates received $750,000 in
the aggregate for such services. American Securities, L.P. is owned
indirectly, through family trusts of which Ms. Varet and Mr. Cole are co-
trustees, by Ms. Varet and members of her family.
14
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers to file with the Securities and Exchange Commission and
the New York Stock Exchange initial reports of ownership and reports of
changes in ownership of the Company's Common Stock. Copies of all such Section
16(a) reports are required to be furnished to the Company. These filing
requirements also apply to holders of more than ten percent of the Company's
Common Stock; to the Company's knowledge, there currently are no such holders.
To the Company's knowledge, based solely on a review of the copies of Section
16(a) reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ended December 31, 1995
the Company's officers and directors were in compliance with all Section 16(a)
filing requirements.
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND
CHANGE-IN-CONTROL ARRANGEMENTS
Pursuant to agreements with the Company, Messrs. Blankley and Derr will be
entitled to a severance benefit in the event that the executive's employment
is terminated by the Company without cause or by the executive for good reason
within 18 months after a Change-In-Control (as defined below), in an amount
equal to 2.99 times the executive's average taxable compensation (as defined
under Section 280G of the Internal Revenue Code of 1986, as amended ("the
Code")) from the Company during the five preceding taxable years. Each benefit
is subject to reduction, if necessary to prevent any "excess parachute
payments" within the meaning of Section 280G of the Code. For purposes of the
agreements, a "Change-In-Control" means the acquisition of 30% or more of the
voting stock of the Company by any party other than the Company (or its
affiliates), or a change in the members of the Board of Directors, within any
two-year period, such that the members at the beginning of the period cease to
constitute a majority (unless the change is approved by two-thirds of the
persons who are members at the beginning of the period). Assuming that a
Change-In-Control, followed by a termination of employment, occurred on
January 31, 1996, the following amounts would be payable pursuant to the
agreements: Mr. Blankley-$1,914,444; Mr. Derr-$1,505,286.
Pursuant to a Supplemental Senior Executive Death Benefit Program (the
"Program"), the Company has entered into individual agreements with certain
executives which require the Company to pay death benefits to their designated
beneficiaries and to pay benefits to the executives under certain
circumstances. If a covered executive dies before retirement or before age 65
while on disability retirement, the executive's beneficiary will receive
monthly payments from the date of the executive's death until the date he or
she would have attained age 80, but not less than for 15 years (the 15-year
minimum guarantee does not apply to executives whose inclusion in the Program
is approved after December 31, 1986). The specified dollar amount of the
payments is determined on the basis of the executive's salary and age. In
addition, the standard death benefit payable to all salaried personnel from
the Company's group term life insurance policy was limited to $50,000 in 1995
for participants in the Program. If a covered executive retires, or reaches
age 65 while on disability retirement, the Program provides for an annual
benefit of one-tenth of an amount equal to the lesser of (a) twice the
executive's average annual base salary for the last five full years of
service, rounded off to the next highest multiple of $50,000 or (b) a maximum
amount specified in the agreement. The highest maximum amount specified in the
existing agreements is $1,000,000. The benefit is payable monthly over a
period of 10 years to the executive or the executive's beneficiary. The
payments will commence for retirees at age 70 or death, whichever is earlier.
However, if the executive retires after age 70, the payments commence on
retirement.
To fund benefits under the Program, the Company has purchased individual life
insurance policies on the lives of certain of the covered executives. The
Company retains the right to terminate all of the
15
Program agreements under certain circumstances. Messrs. Blankley, Derr,
Hermance, Marsinek and Molinelli are participants in the Program.
PROPOSAL (2)
APPOINTMENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSAL.
The Board of Directors has appointed the firm of Ernst & Young LLP, which has
audited the accounts of the Company since 1930, as independent auditors for
the year 1996. The stockholders are requested to signify their approval of the
appointment.
It is expected that a representative of Ernst & Young LLP will be present at
the annual meeting of stockholders. The representative will have an
opportunity to make a statement and is expected to be available to respond to
appropriate questions.
OTHER MATTERS (3)
As of this date the Board of Directors is not aware of any matters which may
come before the meeting other than those hereinabove set forth, but the proxy
solicited herewith confers discretionary authority to vote with respect to any
other business that may properly come before the meeting.
Proposals of stockholders intended to be presented at the Company's 1997
annual meeting of stockholders must be received by the Company at its
executive offices shown on page 1 of this proxy statement on or prior to
November 21, 1996 to be eligible for inclusion in the proxy material to be
used in connection with the 1997 annual meeting.
By order of the Board of Directors
ROBERT W. YANNARELL,
Secretary
Dated: Paoli, Pennsylvania, March 20, 1996
16
DIRECTIONS TO
ANNUAL MEETING OF STOCKHOLDERS
HELD AT THE DESMOND GREAT VALLEY HOTEL AND CONFERENCE CENTER
ONE LIBERTY BOULEVARD, MALVERN, PENNSYLVANIA
DIRECTIONS FROM PHILADELPHIA
Take the Schuylkill Expressway (I-76) West. Follow I-76 West to Route 202
South. Take Route 202 South to the Great Valley/Route 29 North Exit. At the
end of the ramp, proceed through the light onto Liberty Boulevard. The Hotel
will be on the right.
DIRECTIONS FROM SOUTH JERSEY
Take I-95 South to Route 322 West. Take Route 322 West to US Route 1 South to
Route 202 North. Take Route 202 North to Great Valley/Route 29 North Exit.
Turn right onto Route 29 North. Turn right at second light onto Liberty
Boulevard. Hotel will be on the left.
FROM I-95 FROM PHILADELPHIA INTERNATIONAL AIRPORT
Take I-95 South to Route 476 North. Follow Route 476 North to the Schuylkill
Expressway (I-76) West to Route 202 South. Take Route 202 South to the Route
29 North Exit. At the end of the ramp, proceed through the light onto Liberty
Boulevard. The Hotel will be on the right.
DIRECTIONS FROM WILMINGTON AND POINTS SOUTH (DELAWARE AND MARYLAND)
Take I-95 North to Route 202 North. Follow Route 202 North to the Great
Valley/Route 29 North Exit. Turn right onto Route 29 North. Turn right at
second light onto Liberty Boulevard. Hotel will be on the left.
DIRECTIONS FROM NEW YORK AND POINTS NORTH
Take the New Jersey Turnpike South to Exit 6, the Pennsylvania Turnpike
extension. Follow the Turnpike West to Exit 24, Valley Forge. Take Route 202
South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed
through the light onto Liberty Boulevard. The Hotel will be on the right.
DIRECTIONS FROM HARRISBURG AND POINTS WEST
Take Pennsylvania Turnpike East to Exit 24, Valley Forge. Take Route 202 South
to Great Valley/Route 29 North Exit. At the end of the ramp, proceed through
light onto Liberty Boulevard. The Hotel will be on the right.
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PRINTED ON RECYCLED PAPER.
This document is printed on recycled paper which contains at least 10% post
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AMETEK, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Walter E. Blankley, Lewis G. Cole and Robert
W. Yannarell, or a majority of those present and acting, or, if only one is
present, then that one, proxies, with full power of substitution, to vote all
stock of AMETEK, INC. which the undersigned is entitled to vote at the
Company's Annual Meeting to be held at the Desmond Great Valley Hotel and
Conference Center in Malvern, Pennsylvania, on Tuesday, April 23, 1996, at two
o'clock in the afternoon, and at any adjournment thereof, hereby ratifying all
that said proxies or their substitutes may do by virtue hereof, and the
undersigned authorizes and instructs said proxies to vote as follows:
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
UNLESS OTHERWISE SPECIFIED IN THE SPACES PROVIDED, THE UNDERSIGNED'S VOTE IS TO
BE CAST FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN PROPOSAL (1)
AND FOR APPROVAL OF PROPOSAL (2), AS MORE FULLY DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT.
FOR ALL NOMINEES WITHHOLD AUTHORITY
1. Election of Directors: [_] [_]
FOR AGAINST ABSTAIN
2. Proposal to approve the appoint- [_] [_] [_]
ment of Ernst & Young LLP as
independent auditors for the
year 1996.
Walter E. Blankley, Lewis G. Cole, Helmut N. Friedlaender, Sheldon S. Gordon,
Charles D. Klein, James R. Malone, David P. Steinmann, Elizabeth R. Varet
INSTRUCTION: To withhold authority to vote for any individual nominee, place
an "X' in the box on the left (FOR ALL NOMINEES) and write that nominee's name
in the space provided below.
- -------------------------------------------------------------------------------
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Receipt of the notice of said meeting and of the Proxy Statement and Annual
Report of AMETEK, Inc. accompanying the same is hereby acknowledged.
Please date, sign and return this proxy in the enclosed envelope.
SIGNATURE(S) _____________________________________ DATED___________________,1996
__________________________________________________ DATED___________________,1996
NOTE: Please sign exactly as your name appears hereon. Executors,
administrators, trustees, etc. should so indicate when signing, giving
full title as such. If signer is a corporation, execute in full corporate
name by authorized officer. If shares held in the name of two or more
persons, all should sign.