LOGO PRIMEX/TM/
TECHNOLOGIES
10101 9TH STREET NORTH
ST. PETERSBURG, FL 33716
June 20, 1997
Dear Shareholder:
You are cordially invited to attend our 1997 Annual Meeting of
Shareholders at 9:00 a.m. on Tuesday, August 5th. The meeting will be
held at The Woodmark Hotel, 1200 Carillon Point, Kirkland, Washington.
The accompanying Notice of Annual Meeting and Proxy Statement
describe the proposals to be considered at the meeting.
Whether or not you plan to attend, please sign and date the enclosed
form of proxy, and return it in the enclosed envelope, which requires
no postage if mailed in the United States. If you do plan to attend,
please so indicate by checking the appropriate box on the proxy card.
Sincerely,
/s/ James G. Hascall
James G. Hascall
Chairman of the Board and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE.
PRIMEX TECHNOLOGIES, INC.
10101 9TH STREET NORTH
ST. PETERSBURG, FL 33716
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 5, 1997
------------
The Annual Meeting of Shareholders of PRIMEX TECHNOLOGIES, INC. will
be held at The Woodmark Hotel, 1200 Carillon Point, Kirkland,
Washington, on Tuesday, August 5, 1997, at 9:00 a.m., local time, to
consider and act upon the following:
(1) The election of three directors.
(2) Ratification of the appointment of independent auditors for 1997.
(3) Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on June 11,
1997 as the record date for determining shareholders entitled to
notice of, and to vote at, the meeting.
By order of the Board of Directors:
/s/ George H. Pain
George H. Pain
Secretary
June 20, 1997
PRIMEX TECHNOLOGIES, INC.
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 5, 1997
This Proxy Statement is furnished to the shareholders of Primex
Technologies, Inc. ("PRIMEX" or the "Company") in connection with the
solicitation by the Board of Directors ("Board") of PRIMEX of proxies to be
voted at the Annual Meeting of Shareholders to be held on August 5, 1997, and
at any adjournment thereof. This Proxy Statement and the related proxy card
are being mailed to shareholders beginning on or about June 20, 1997.
PRIMEX was organized under the laws of the Commonwealth of Virginia on May
10, 1996 as a wholly-owned subsidiary of Olin Corporation ("Olin"). PRIMEX
began operating as an independent publicly held company on December 31, 1996
as a result of its spin-off (the "Spin-off") from Olin. The mailing address of
the Company's principal executive office is 10101 9th Street North, St.
Petersburg, FL 33716.
PRIMEX does not know of any matters other than those referred to in the
accompanying Notice which are to come before the meeting. If any other matters
are properly presented for action, the persons named in the accompanying form
of proxy will vote the proxy in accordance with their best judgment.
Shares represented by duly executed proxies in the accompanying form
received by PRIMEX prior to the meeting will be voted at the meeting. Where a
shareholder directs in the proxy a choice regarding any matter that is to be
voted on, that direction will be followed. If no direction is made, proxies
will be voted for the election of directors as set forth below and in favor of
the ratification of the appointment of independent auditors. Any person who
has returned a proxy has the power to revoke it at any time before it is
exercised by submitting a subsequently dated proxy, by giving notice in
writing to the Secretary or by voting in person at the meeting.
SHARES OUTSTANDING AND ENTITLED TO VOTE
The close of business on June 11, 1997 has been fixed as the record date for
the meeting and any adjournment thereof. As of that date, there were 5,136,463
shares of the common stock, par value $1.00 per share (the "Common Stock"), of
PRIMEX outstanding, each of which is entitled to one vote. Of those shares of
Common Stock outstanding, approximately 228,000 shares were held in the Primex
Technologies, Inc. Retirement Investment Management Experience Plan (the
"PRIME Plan") and approximately 612,000 shares were held in the Olin
Corporation Contributing Employee Ownership Plan (the "CEOP"), all of which
are held by Wachovia Bank of North Carolina, N.A. as the trustee of both the
PRIME Plan and the CEOP (the "Trustee"). Each individual participating in the
PRIME Plan and the CEOP is entitled to instruct the Trustee how to vote all
shares of Common Stock credited to the individual's account as of the record
date. Shares of Common Stock held in the PRIME Plan and the CEOP for which
voting instructions are not received from PRIME Plan or CEOP participants are
voted by the Trustee in the same proportion as shares of Common Stock for
which the Trustee has received instructions.
ChaseMellon Shareholder Services, LLP is the Company's registrar and
transfer agent.
CERTAIN BENEFICIAL OWNERS
Except as noted below, PRIMEX knows of no person who was the beneficial
owner of more than five percent of PRIMEX Common Stock as of May 15, 1997.
This information is based on reports filed by such persons with the United
States Securities and Exchange Commission ("SEC").
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF TITLE OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER CLASS OWNERSHIP CLASS
------------------- ------------ ---------- ----------
Jeffrey J. Hallis...................... Common Stock 478,714 (a) 9.2
500 Park Avenue, 5th Floor
New York, NY 10022
FMR Corp. ............................ Common Stock 654,660 (b) 12.53
82 Devonshire Street
Boston, MA 02109
Wachovia Corporation................... Common Stock 769,660 (c) 15.4
301 North Main Street
Winston Salem, NC 27150
- --------
(a) As reported on a Schedule 13D provided to the Company, as of February 26,
1997, Jeffrey J. Hallis has sole power to vote and sole dispositive power
with respect to 342,204 shares owned by Tyndall Partners, L.P., 68,080
shares owned by Tyndall Institutional Partners, L.P., 41,770 shares owned
by Madison Avenue Partners, L.P. and 26,660 shares owned by Halo
International, Ltd. According to the Schedule 13D, such shares were
acquired solely for investment purposes.
(b) As reported on a Schedule 13G provided to the Company, as of May 10, 1997,
Fidelity Management & Research Company ("Fidelity"), a wholly-owned
subsidiary of FMR Corp., is the beneficial owner of all such shares as a
result of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940 (the
"Funds"). Fidelity Low-Priced Stock Fund and Fidelity Dividend Growth Fund
own 327,000 and 284,900 shares respectively. Edward C. Johnson 3d, (who is
the Chairman of FMR Corp.), FMR Corp. (through its control of Fidelity),
and the Funds each has sole power to dispose of the shares owned by the
Funds. Neither FMR Corp. nor Edward C. Johnson 3d has the sole power to
vote or direct the voting of the shares owned directly by the Funds, which
power resides with the Funds' respective Boards of Trustees.
(c) As reported on a Schedule 13G provided to the Company, as of February 10,
1997, Wachovia Corporation (i) had sole voting power with respect to
26,490 of such shares, shared voting power with respect to 742,757 of such
shares, sole dispositive power with respect to 25,218 of such shares and
shared dispositive power with respect to 1,686 of such shares, and (ii)
such shares were held by Wachovia Bank of North Carolina, NA, Wachovia
Bank of Georgia, NA and Wachovia Bank of South Carolina, NA as trustees.
Wachovia Bank of North Carolina, NA is the trustee of both the PRIME Plan
and the CEOP.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
The members of the Board of Directors of PRIMEX are divided into three
classes, one of which is elected at each annual meeting of shareholders to
hold office for a three-year term and until their successors are duly elected
and have qualified. Three persons, as set forth below under "Nominees for
Three-Year Terms Expiring at the 2000 Annual Meeting", have been nominated by
the Board for election as Class I directors to serve until the Annual Meeting
of Shareholders in 2000 and until their successors have been duly elected and
have qualified. The terms of the other directors in the other two classes will
continue after the meeting as indicated below.
Each of the nominees is a director at the present time. It is not expected
that any of the nominees will be unable to serve as a director but if any are
unable to accept election, it is intended that shares represented by proxies
in the accompanying form will be voted for the election of substitute nominees
selected by the Board, unless the number of directors is reduced.
2
The election of each nominee as a director requires the affirmative vote of
a plurality of the votes cast in the election. Votes withheld and shares held
in street name ("Broker Shares") that are not voted in the election of
directors will not be included in determining the number of votes cast.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTORS OF
ALL OF THE NOMINEES LISTED BELOW.
CLASS I
NOMINEES FOR THREE-YEAR TERMS EXPIRING AT THE 2000 ANNUAL MEETING
EDWIN M. GLASSCOCK, 68, is President of Edwin M. Glasscock Associates, Inc.,
a management consulting firm which he founded in 1966. Dr. Glasscock has
served as a director of the Company since January 1997.
ROBERT H. RAU, 60, is President and Chief Executive Officer of Rohr, Inc., a
position he has held since April 1993. From 1988 to 1993, Mr. Rau served as
Executive Vice President of Parker Hannifin Corporation and previously as
President of the Parker Bertea Aerospace Group of Parker Hannifin. He is a
member of the Board of Directors of Rohr, Inc. Mr. Rau has served as a
director of the Company since January 1997.
LEON E. SALOMON, 61, is the Corporate Vice President of Purchasing and
Logistics for Rubbermaid Incorporated, a position he has held since May 1996.
General Salomon retired in 1996 from active duty in the U.S. Army having
served for 36 years. From 1994 to 1996, General Salomon commanded the U.S.
Army Material Command. From 1992 to 1994, he was the Deputy Chief of Staff for
Logistics. Prior to that assignment, he was the Deputy Commanding General for
Combined Arms Support, U.S. Army Training and Doctrine Command, and Commanding
General, U.S. Army Combined Arms Support Command at Fort Lee, Virginia.
General Salomon has served as a director of the Company since January 1997.
CLASS II
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1998
ANGELO A. CATANI, 64, has served as Vice Chairman of the Company since
January 1997. From 1988 through December 1996, Mr. Catani was President of
Olin Corporation's Ordnance Division and served as Vice President and General
Manager of Defense Products from 1985 to 1987. Mr. Catani was elected an Olin
Corporate Vice President in April 1993. Mr. Catani has served as a director of
the Company since January 1997.
BOB MARTINEZ, 62, is a principal of Bob Martinez & Company, a domestic and
international business development consulting firm, founded by him in 1993 and
a principal in Pro Tech Monitoring, Inc., an electronic surveillance firm,
founded in 1995. From 1991 to 1993, pursuant to presidential appointment, Mr.
Martinez served as the United States Drug Czar and from 1987 to 1991 as the
Governor of the State of Florida. Mr. Martinez has served as a director of the
Company since January 1997.
ANTHONY W. RUGGIERO, 56, is Senior Vice President and Chief Financial
Officer of Olin Corporation, a position he has held since September 1995.
Prior to joining Olin and for the period 1990 to 1995, Mr. Ruggiero was Senior
Vice President and Chief Financial Officer of Reader's Digest Association,
Inc. Mr. Ruggiero has served as a director of the Company since January 1997.
CLASS III
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1999
JAMES G. HASCALL, 58, has served as Chairman and Chief Executive Officer of
the Company since January 1997. From January 1, 1996 through December 1996,
Mr. Hascall served as Executive Vice President of Olin Corporation, having
operating responsibility for Olin's Brass, Winchester, Ordnance and Aerospace
3
Divisions. Mr. Hascall joined Olin in 1960. From 1985 through 1995, Mr.
Hascall served as President of Olin's Brass Division. He was elected a
Corporate Vice President in 1985 and a Senior Vice President in 1990.
DAVID LASKY, 64, is Chairman of the Board of Directors of Curtiss-Wright
Corporation, a position he has held since May 1995. Mr. Lasky joined Curtiss-
Wright in 1962, was elected General Counsel in 1967, Senior Vice President in
1980 and Corporate Secretary in 1989. In 1993, he was elected Director,
President and Chief Executive Officer. Mr. Lasky has served as a director of
the Company since January 1997.
WILLIAM B. MITCHELL, 61, retired as Vice Chairman of Texas Instruments
Incorporated in December, 1996. Mr. Mitchell joined Texas Instruments in 1961,
was elected Vice President, Defense Systems and Electronics Group in 1984,
President, TI Systems and Equipment Sector in 1991 and Vice Chairman in 1993.
He is a director of Curtiss-Wright Corporation and a trustee of The MITRE
Corporation. Mr. Mitchell has served as a director of the Company since
January 1997.
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
ATTENDANCE
Because the present Board of Directors of the Company was not formed until
January 1997, it held no meetings during 1996. During the period beginning on
January 1, 1997, and ending on May 31, 1997, the Board of Directors held three
meetings. Each such meeting was attended by all of the directors.
COMMITTEES OF THE BOARD
The standing committees of the Board are an Audit Committee and a
Compensation and Nominating Committee.
The Audit Committee advises the Board on internal and external audit matters
affecting PRIMEX, including recommendation of the appointment of independent
auditors of PRIMEX; reviews with such auditors the scope and results of their
examination of the financial statements of PRIMEX and any investigations and
surveys by such auditors; reviews reports of PRIMEX's internal audit
activities; and reviews the presentation of PRIMEX's financial results. The
committee also advises the Board on compliance with PRIMEX's Code of Business
Conduct, on government and other compliance programs, on corporate and
governmental security matters, and monitors major litigation with a particular
interest in the event there are claims that PRIMEX has acted unethically or
unlawfully. The Audit Committee currently consists of Messrs. Rau (Chair),
Ruggiero and Salomon. Because the Audit Committee was not formed until January
1997, it did not hold any meetings during 1996. For the period January 1, 1997
through May 31, 1997, the Audit Committee held two meetings, each of which was
attended by all of the members thereof.
The Compensation and Nominating Committee sets policy, develops and monitors
strategies for, and administers the programs which compensate the Chief
Executive Officer ("CEO") and other senior executives. The committee approves
the salary plans for the CEO and other senior executives including total
direct compensation opportunity, and the mix of base salary, annual incentive
standard and long term incentive guideline award. It approves the measures,
goals, objectives, weighting, payout matrices and actual payouts and certifies
performance for and administers the incentive compensation plans. The
committee approves broad-based retirement and savings programs and approves
amendments to the qualified and non-qualified retirement plans, and to the
welfare and fringe benefit plans. The committee administers the Long Term
Incentive Plan, issues an annual report on Executive Compensation that will
appear in future Proxy Statements, approves Executive and Change in Control
Agreements, stock ownership guidelines and reviews plans for management
development and succession. The committee also advises the Board on such
matters as the composition and remuneration of the Board and committees
thereof, including the nomination of directors, protection against liability
and indemnification. The committee will consider candidates recommended by
shareholders for election as directors at annual meetings. Recommendations
must be in writing and submitted to the Secretary of PRIMEX by
4
December 1, accompanied by a biography and the written consent of the
candidate. The Compensation and Nominating Committee currently consists of
Messrs. Glasscock, Lasky, Martinez and Mitchell (Chair). Because the
Compensation and Nominating Committee was not formed until January 1997, it
did not hold any meetings during 1996. For the period January 1, 1997 through
May 31, 1997, the Compensation and Nominating Committee held three meetings,
each of which was attended by all of the members thereof.
The By-laws require that advance notice of nominations for the election of
directors to be made by a shareholder (as distinguished from a shareholder's
recommendation to the Compensation and Nominating Committee) be given to the
Secretary of PRIMEX no later than 90 days before an annual meeting of
shareholders or seven days following notice of special meetings of
shareholders for the election of directors, together with the name and address
of the shareholder and of the person to be nominated; a representation that
the shareholder is entitled to vote at the meeting and intends to appear there
in person or by proxy to make the nomination; a description of arrangements or
understandings between the shareholder and others pursuant to which the
nomination is to be made; such other information regarding the nominee as
would be required in a proxy statement filed under the Securities and Exchange
Commission proxy rules; and the consent of the nominee to serve as a director
if elected.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company receives a fixed annual
retainer of $20,000 and a fee of $1,000 for each meeting of the Board and for
each meeting of a committee of the Board attended, together with reimbursement
for expenses incurred in the performance of his duties as director. Each
director who serves as the chair of a Board committee also receives an
additional annual meeting fee of $3,000. Half of the $20,000 annual retainer
is paid in Company Common Stock, and each director may elect to receive the
balance thereof in cash or Company Common Stock. All meeting fees may be paid
in cash or Company Common Stock, at the election of the director. Directors
may defer the cash portions of their annual retainer and meetings fees into
cash accounts which will bear interest and/or into stock accounts which will
be credited with dividend equivalents. The Primex Technologies, Inc. Stock
Plan for Nonemployee Directors (the "Directors Plan") provides that each
nonemployee director serving in such capacity on January 1 of each year will
be credited with a number of shares of Company Common Stock having a fair
market value equal to $5,000. Fifty thousand shares of Company Common Stock
are available for award under the Directors Plan.
5
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth information as of May 15, 1997, concerning
shares of Company Common Stock beneficially owned by (i) each director of the
Company (ii) each of the Named Executive Officers of the Company and (iii) all
directors and executive officers of the Company as a group. Unless otherwise
indicated in the footnotes below, each person or entity has sole voting and
investment power with respect to the shares set forth opposite such person's
or entity's name. Also included in the figures are shares of Company Common
Stock which may be acquired within 60 days through the exercise of options, if
any.
NO. OF SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED (A) CLASS (B)
------------------------ ------------- ----------
A. A. Catani................................... 1,707 --
S. C. Curley................................... 1,926 --
J. D. DeMaire.................................. 15,481 --
E. M. Glasscock................................ 4,000 --
J. G. Hascall.................................. 19,050 --
D. Lasky....................................... 861 --
B. Martinez.................................... -- --
W. B. Mitchell................................. 1,707 --
R. H. Rau...................................... -- --
A. W. Ruggiero................................. 1,075 --
L. E. Salomon.................................. -- --
W. W. Smith.................................... 1,280 --
Directors and executive officers as a group,
including those named above (16 persons)...... 64,054 1.2%
- --------
(a) Excluded from this table are shares credited to deferred accounts pursuant
to the arrangements described above under "Compensation of Directors" in the
amounts of 1,718 shares for Mr. Glasscock, 1,157 for Mr. Martinez, 1,266 for
Mr. Rau, 1,446 for Mr. Ruggiero and 868 for Mr. Salomon. Such shares have no
voting power.
(b) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 1% of the outstanding shares of Company Common Stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended requires
PRIMEX executive officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the SEC and the Nasdaq
National Market System. Executive officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish PRIMEX with
copies of all Section 16(a) forms they file. Based solely on review of the
copies of such forms furnished to PRIMEX, or written representations that no
Forms 5 were required, PRIMEX believes that during the period January 1, 1996
to December 31, 1996 all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than ten percent beneficial owners
were complied with.
EXECUTIVE COMPENSATION
As noted above, PRIMEX became an independent public company on December 31,
1996. Prior to that date, the businesses of PRIMEX were controlled by Olin and
all compensation decisions for PRIMEX executives were determined by Olin.
6
The following table discloses compensation received by the Company's Chief
Executive Officer and the four other most highly compensated executive
officers of the Company (the "Named Executive Officers") for services rendered
to Olin for the year ended December 31, 1996 (prior to the Spin-off). The
positions of the officers set forth below are those currently held in the
Company.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
---------------------
1996 ANNUAL COMPENSATION AWARDS(A) PAYOUTS
--------------------------------- ---------- ----------
NAMES AND PRINCIPAL
POSITION SECURITIES
AS OF DECEMBER 31, OTHER ANNUAL UNDERLYING LTIP ALL OTHER
1996 SALARY BONUS COMPENSATION(B) OPTIONS(C) PAYOUTS(D) COMPENSATION(E)
------------------- -------- -------- --------------- ---------- ---------- ---------------
James G. Hascall....... $350,000 $401,553 $25,861 60,000 $233,764 $19,075
Chairman and Chief Ex-
ecutive Officer
William W. Smith....... 250,000 113,746 11,210 30,000 95,150 14,875
Executive Vice
President &
President Aerospace &
Electronics Division
J. Douglas DeMaire..... 200,004 140,544 4,589 20,000 58,100 12,463
Executive Vice
President
Angelo A. Catani....... 250,000 -- 11,446 30,000 105,600 15,173
Vice Chairman
Stephen C. Curley...... 134,480 70,272 1,781 6,000 30,116 8,285
Vice President &
Treasurer
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(a) All awards shown reflect an equitable adjustment made pursuant to the
anti-dilution provision of the plan for a 2-for-1 split of Olin Common
Stock but do not reflect an equitable adjustment made pursuant to such
provisions as a result of the Spin-off.
(b) Includes dividend equivalents on outstanding performance share units paid
at the same rate as dividends paid on Olin Common Stock. Also includes tax
gross-ups paid for imputed income on use of company-provided automobiles.
(c) The stock options reported are for Olin Common Stock and do not represent
options to acquire Common Stock of the Company.
(d) Payouts represent amounts earned under the Olin 1991 Long Term Incentive
Plan.
(e) Amounts reported in this column for 1996 are comprised of the following
items:
CEOP SUPPLEMENTAL TERM LIFE
COMPANY MATCH CEOP (1) INSURANCE (2)
------------- ------------ -------------
J. G. Hascall.................... $6,393 $8,050 $4,632
W. W. Smith...................... 6,393 3,850 4,632
J. D. DeMaire.................... 6,393 2,210 3,860
A. A. Catani..................... 6,179 4,362 4,632
S. C. Curley..................... 5,738 -- 2,547
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(1) The Supplemental CEOP permits participants in the CEOP to make
contributions, and Olin to match the same in amounts permitted by the CEOP
but which would otherwise be in excess of those permitted by certain
Internal Revenue Service limitations.
(2) Under Olin's key executive insurance program, additional life insurance is
provided and monthly payments are made to the spouse and dependent
children of deceased participants.
7
STOCK OPTION PLANS
The following table sets forth as to the Named Executive Officers
information relating to options granted by Olin from January 1, 1996 through
December 31, 1996. In connection with the Spin-off, options to purchase Olin
Common Stock granted on January 25, 1996 to persons who became Company
employees, and which were not exercised (other than those options vesting on
January 24, 1997, which were accelerated and vested immediately prior to the
termination of employment with Olin) were surrendered and canceled. In their
stead, the affected optionees received grants of restricted stock units
pursuant to the PRIMEX 1996 Long Term Incentive Plan described below. In
addition, options to purchase Olin Common Stock outstanding under the 1980
Stock Option Plan of Olin for such persons were extended to terminate upon the
earlier of (i) the end of their term or (ii) two years following the Spin-off.
Options to purchase Olin Common Stock granted under Olin's 1988 Stock Option
Plan did not terminate for such persons when the optionee ceased to be
employed by Olin but were extended to their original terms. No options to
acquire Company Common Stock were granted during the period from January 1,
1996 through December 31, 1996.
OPTION GRANTS OF OLIN COMMON STOCK TO COMPANY EXECUTIVES IN LAST FISCAL YEAR
INDIVIDUAL GRANTS (A)
--------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS POTENTIAL REALIZABLE VALUE AT
UNDERLYING GRANTED ASSUMED RATES OF STOCK PRICE
OPTIONS TO ALL APPRECIATION FOR OPTION TERM (C)
GRANTED EMPLOYEES EXERCISE EXPIRATION ---------------------------------
NAME (A, B) IN FISCAL YEAR PRICE (A) DATE 0% 5% 10%
---- ---------- -------------- --------- ---------- --- -------------- --------------
J. G. Hascall........... 60,000 4.3% $40.00 1/24/06 $ 0 $ 503,116 $ 1,274,994
W. W. Smith............. 30,000 2.2% $40.00 1/24/06 0 251,558 637,497
J. D. DeMaire........... 20,000 1.4% $40.00 1/24/06 0 167,705 424,998
A. A. Catani............ 30,000 2.2% $40.00 1/24/06 0 251,558 637,497
S. C. Curley............ 6,000 0.4% $40.00 1/24/06 0 50,312 127,499
All Olin Shareholders... N/A N/A N/A N/A 0 1,313,201,121 3,327,909,703
All Olin Optionees...... 1,387,400 100.0% $40.00 1/24/06 0 29,062,425 73,649,889
- --------
(a) Number of options and the exercise price reflect an equitable adjustment
to the original grant made pursuant to anti-dilution provisions of the
plan as a result of the 2-for-1 stock split but do not reflect an anti-
dilution adjustment that was made for the Distribution of the Company.
(b) Options were awarded on January 25, 1996. One third of the options granted
to employees who became employees of the Company on January 1, 1997 vested
on December 31, 1996 and the balance of the grant to these employees was
canceled. As a result, Mr. Hascall's grant was reduced to 20,000 shares;
Mr. Smith's to 10,000; Mr. DeMaire's to 6,667; Mr. Catani's to 10,000 and
Mr. Curley's to 2,000 shares.
(c) No gain to the optionees is possible without appreciation in the stock
price which will benefit all Olin shareholders commensurately. The dollar
amounts under these columns are the result of calculations at the 5% and
10% assumption rates set by the SEC and therefore are not intended to
forecast possible future appreciation of Olin's stock price or to
establish any present value of the options. Note the reduction in grants
disclosed in note (b) above.
8
The following table sets forth as to the Named Executive Officers
information regarding options to purchase Olin Common Stock exercised during
1996 and the value of in-the-money outstanding options to purchase Olin Common
Stock at the end of 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF AGGREGATE
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
AT 12/31/96 (A) OPTIONS AT 12/31/96 (B)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE (A) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------- ----------- ------------- ----------- -------------
J. G. Hascall........... 0 $ 0 91,996 0 $880,261 $ 0
W. W. Smith............. 1,400 24,724 42,148 0 393,336 0
J. D. DeMaire........... 3,180 49,807 12,683 0 65,240 0
A. A. Catani............ 6,856 87,227 26,812 0 184,094 0
S. C. Curley............ 1,200 19,833 6,112 0 49,087 0
- --------
(a) Number of options and shares reflect adjustment for the 2-for-1 stock
split but do not reflect an anti-dilution adjustment made to outstanding
options as a result of the Spin-off of the Company.
(b) Value was computed as the difference between the exercise price and the
$37.625 per share closing price of Olin Common Stock on December 31, 1996,
as reported on the consolidated transaction reporting system relating to
New York Stock Exchange issues.
1996 LONG TERM INCENTIVE PLAN OF PRIMEX TECHNOLOGIES, INC.
The Company has adopted the 1996 Long Term Incentive Plan of Primex
Technologies, Inc. (the "Incentive Plan"), which is designed to help the
Company attract and retain key employees by providing an incentive to increase
their proprietary interest in the Company. Awards under the Incentive Plan may
be in the form of stock options (including incentive stock options meeting the
requirements of Section 422 of the Code ("ISOs"), stock appreciation rights
("SARs"), restricted stock and restricted stock units, performance awards,
dividend equivalents and in any other form (including convertible securities)
that the committee administering the Incentive Plan (the "Committee") approves
valued in whole or in part by reference to, or otherwise based on or related
to, shares of Company Common Stock. Three hundred fifty thousand shares of
Company Common Stock (subject to adjustment as provided below and for
dividends, stock splits, mergers, spin-offs, split-ups, recapitalizations and
the like) are available for awards under the Incentive Plan.
Awards may be granted under the Incentive Plan to salaried employees,
including officers, of the Company and any of its controlled subsidiaries who
are not members of the Committee. Awards may also be granted to salaried
employees of any other entity in which the Company has a significant equity
interest as determined by the Committee. Awards will be granted for no cash
consideration or for such minimal cash consideration as may be required by
applicable law. However, the exercise price per share of stock purchasable
under any stock option, the exercise price of any SAR and the purchase price
of stock which may be purchased under any other award providing rights to
purchase Company Common Stock will not be less than the fair market value of
such stock on the date of grant of the option, SAR or other right.
Administration of the Incentive Plan is the responsibility of the Committee
consisting of at least two non-employee directors. The Committee will have the
authority to designate participants, determine the nature and size of, and
terms and conditions applicable to, awards, permit deferral of award payments,
permit the settlement or exercise of awards, and make all other determinations
and interpretations relating to the Incentive Plan. Committee determinations
and interpretations will be binding on all interested parties. Under the
Incentive Plan, the Company's Board of Directors may act at any time in lieu
of the Committee.
9
Following the Spin-off, the Company granted restricted stock units valued in
the aggregate at $5,790,000 to an aggregate of 42 employees of the Company.
Each restricted stock unit represents one phantom share of Company Common
Stock and generally vests and is payable in one share of Company Common Stock
to the employee upon the fifth anniversary of the grant provided the employee
remains employed by the Company during the five-year period; however, if
certain performance targets are met, the units may vest after three years.
Each restricted stock unit will accrue amounts equivalent to the cash
dividends payable on the Company's Common Stock ("dividend equivalents"). Such
dividend equivalents will be deferred in the form of cash and will be payable
only when and if the restricted stock unit on which such dividend equivalents
were accrued become vested. Dividend equivalents will accrue interest at an
annual rate equal to the Company's before tax cost of borrowing compounded
quarterly. To the extent a restricted stock unit does not vest or is otherwise
forfeited, the accrued and unpaid dividend equivalents thereon and any
interest thereon shall not vest and be forfeited. In the event an employee's
employment is terminated for cause or without the Company's written consent,
the restricted stock units are forfeited. If employment is terminated without
cause and with written consent or by virtue of death or total disability or
retirement under a Company benefit plan, the Compensation Committee shall
decide in its sole discretion which outstanding restricted stock units not yet
vested shall not be forfeited, provided that in the case of employees who are
not officers or directors of the Company when their employment terminates and
have not been such during the preceding six month period, the Chief Executive
Officer of the Company is authorized to make such determination. Upon a
"Change in Control" of the Company, restricted stock units not yet vested will
automatically vest and be paid out in the form of cash. There is mandatory tax
withholding on all payouts of restricted stock units. The value of such awards
to the Named Executive Officers of the Company are as follows: J.G. Hascall
$1,046,400; W.W. Smith $401,120; J.D. DeMaire $401,120; A.A. Catani $697,600
and S.C. Curley $209,280. All executive officers as a group received units
aggregating $3,976,320 in value.
EXECUTIVE AGREEMENTS
Each of the Named Executive Officers and four other employees have
agreements with the Company which provide, among other things, that in the
event of a covered termination of employment (which could include, among other
things, termination of employment other than for cause and termination at the
election of the individual under certain circumstances), the individual will
receive a lump sum severance payment from the Company equal to 12 months'
salary plus the greater of (a) the average incentive compensation award from
the Company during the three years preceding the termination or (b) the then
standard annual incentive compensation award, less any amounts payable under
existing severance or disability plans of the Company. In the event that a
"Change in Control" of the Company occurs, and there is a covered termination,
the individual will receive twice the severance payment or, in the case of the
Chairman of the Board and Chief Executive Officer and Vice Chairman, three
times the severance payment. Insurance coverage would be afforded for either a
one or two-year period. The agreements also provide for certain outplacement
services. In addition, employees will receive a payment representing an amount
equal to one or two years of the Company's contributions to the retirement
feature of the Company's defined contribution plan, in the case of employees
who have an accrued benefit under Olin pension plans and are under age 55, an
amount equal to the difference between (x) the amount that the employee would
have received at age 55 upon early retirement under the Olin pension plan had
the employee remained employed with the Company and (y) the pension amount
actually received from such Olin pension plans. The agreements will expire on
January 31, 2002 (except in the case of Mr. Hascall on December 31, 2000, and
in the case of Mr. Catani on December 31, 1999) or three years following the
date of the "Change in Control". For purposes of the agreements, "Change in
Control" would occur if the Company ceases to be publicly owned; 15% or more
of its voting stock is acquired by others (other than an employee benefit plan
of the Company); the incumbent directors and their designated successors cease
over a two-year period to constitute a majority of the Board; or all or
substantially all of the Company's business is disposed of in a transaction in
which the Company is not the surviving corporation or the Company combines
with another company and is the surviving corporation (unless shareholders of
the Company following the transaction own more than 50% of the voting stock or
other ownership interest of the surviving entity or combined company). Each
agreement provides that the individual agrees to remain in the Company's
employ for six months after a "Potential Change in
10
Control" of the Company has occurred. The agreements provide that payments
made thereunder or under any change in control provision of a compensation or
benefit plan of the Company which are subject to "excess parachute payment"
tax will be increased so that the individual will receive a net payment equal
to that which would have been received if such tax did not apply. Certain of
the Company's benefit and compensation plans also contain "Change in Control"
provisions.
RETIREMENT BENEFITS
Following the Spin-off, Olin will remain liable for payment of benefits
accrued for employees of the Company under any Olin non-qualified benefit
plans as of the Spin-off. Such benefits will not be paid until the participant
retires from the Company. Effective January 1, 1997, the Company established a
non-qualified, unfunded Restoration Bonus Plan that is intended to restore any
benefit under the PRIME Plan that would otherwise be lost as a consequence of
certain restrictions required by the Internal Revenue Code.
The Olin Corporation Employees' Pension Plan, together with two
supplementary plans (collectively, the "Pension Plan"), provide for fixed
benefits upon retirement. The normal retirement age is 65, but early
retirement is available after attainment of age 55 with at least 10 years of
service at a reduced percentage of the normal retirement allowance (100% is
payable if early retirement is at age 62). The Olin Corporation Employees'
Pension Plan is a tax-qualified plan, and benefits are payable only with
respect to current compensation. Under one of the supplementary plans
mentioned above, Olin pays a supplemental pension, based on the formula
described in the next paragraph, on deferred compensation (including deferred
incentive compensation). Under the other supplementary plan, Olin will pay
employees affected by the limitations imposed by the Internal Revenue Code on
qualified plans a supplemental pension in an annual amount equal to the
reduction in pensions resulting from such limitations.
Under the Senior Executive Pension Plan (the "Senior Plan"), Olin will pay
retirement benefits to certain senior executives upon their retirement after
age 55, which benefits are reduced if retirement is prior to age 62. Under the
Senior Plan, the maximum benefit will be 50% of "Compensation" (as defined
below), less payments from the Pension Plan, any other Olin pension, pension
benefits from other employers, and Social Security benefits, as set forth
above. Subject to the above limitations, benefits under the Senior Plan will
accrue at the rate of 3% for each year of service in a senior executive
position and in all cases are reduced by payments under the Pension Plan which
accrued during the period the employee was in the Senior Plan and 50% of the
employee's primary social security benefit. The Senior Plan will also provide
benefits to the executive's surviving spouse equal to 50% of the executive's
benefits. Payment of benefits under the Senior Plan is not automatic,
notwithstanding satisfaction of its service requirements, but is subject to
plan provisions regarding suspension of benefit accruals and cessation of
benefits. The Senior Plan and the other two supplementary plans provide that
unless the participant elects installment payments, the participant will
receive benefits under these plans in a lump sum upon retirement if the lump
sum would exceed $100,000. The Compensation Committee may remove a participant
from the Senior Plan for cause as defined in such plan, and no payments will
be made if the participant voluntarily terminates employment without the
committee's consent. On December 31, 1996, in connection with the Spin-off,
Mr. Hascall voluntarily ceased to be an employee of Olin. In connection with
his departure, Mr. Hascall waived his rights to the Senior Plan and the two
supplemental pension plans with respect to his accrued benefits in exchange
for a lump sum cash payment to be made in 1997 equal in value to the present
value of his retirement benefits under such plans as accrued through December
31, 1996. In addition, when Mr. Hascall retires from PRIMEX, consistent with
the treatment of all other former Olin employees who retire from PRIMEX, his
pension benefits under these plans will be calculated using his pay but not
service with PRIMEX. Consequently, he may be entitled to an additional lump
sum payment for any additional incremental benefit to the extent it exceeds
the lump sum payment already made.
PROPOSAL NO. 2--APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Ernst & Young LLP as
independent auditors of PRIMEX for the year 1997. The appointment of this firm
was recommended to the Board by its Audit Committee.
11
The submission of this matter to shareholders at the Annual Meeting is not
required by law or by the By-laws. The Board of Directors of PRIMEX is,
nevertheless, submitting it to the shareholders to ascertain their views. If
this appointment is not ratified at the Annual Meeting, the Board of Directors
intends to reconsider its appointment of Ernst & Young LLP as independent
auditors.
A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting and will have an opportunity to make a statement if he or she
desires to do so, and to respond to appropriate questions.
The ratification of the appointment of independent auditors for 1997
requires that the votes cast in favor of the ratification exceed the votes
cast opposing such ratification. Abstentions and Broker Shares that are not
voted will not be included in determining the number of votes cast.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS PRIMEX TECHNOLOGIES, INC. INDEPENDENT
AUDITORS FOR 1997.
CERTAIN TRANSACTIONS
Anthony W. Ruggiero, a director of the Company, is Senior Vice President and
Chief Financial Officer of Olin. The Company and Olin have entered into
certain agreements governing their relationship subsequent to the Spin-off and
providing for the allocation of tax and certain other liabilities and
obligations arising from periods prior to the Spin-off. While the agreements
contain terms which generally are comparable to those which would have been
reached in arms-length negotiations with unaffiliated parties, these
agreements were reached while the Company was wholly owned by Olin and
therefore are not the result of arms-length negotiations between independent
parties. These agreements include a powder supply requirements agreement (the
"Powder Supply Requirements Agreement") which sets forth the terms by which
Olin will purchase propellant powder from PRIMEX following the Spin-off. Sales
by PRIMEX to Olin under the Powder Supply Requirements Agreement could
approach or exceed five percent of PRIMEX's sales for the 1997 fiscal year,
depending on the level of demand for ammunition produced by Olin.
MISCELLANEOUS
PRIMEX will pay the entire expense of this solicitation of proxies.
Georgeson & Company Inc., New York, New York, will solicit proxies by
personal interview, mail, telephone and telegraph, and will request brokerage
houses and other custodians, nominees and fiduciaries to forward soliciting
material to the beneficial owners of the Common Stock held of record by such
persons. PRIMEX will pay Georgeson & Company Inc. a fee of $6,500 covering its
services and will reimburse Georgeson & Company Inc. for payments made to
brokers and other nominees for their expenses in forwarding soliciting
material. In addition, proxies may be solicited by personal interview,
telephone and telegram by directors, officers and employees of PRIMEX.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented to PRIMEX's 1998 Annual
Meeting of Shareholders must be received at PRIMEX's principal executive
offices by November 24, 1997 for inclusion in PRIMEX's proxy statement and
form of proxy for that meeting. All such proposals must be in writing and
addressed to the Corporate Secretary, Primex Technologies, Inc., 10101 9th
Street North, St. Petersburg, FL 33716.
By order of the Board of Directors:
/s/ George H. Pain
George H. Pain
Secretary
Dated: June 20, 1997
12
LOGO PRINTED ON RECYCLED PAPER
PROXY
PRIMEX TECHNOLOGIES, INC.
10101 9TH STREET N., ST. PETERSBURG, FL 33716
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JAMES G. HASCALL, BOB MARTINEZ, and LEON
E. SALOMON, or any of them, with full power
of substitution, are hereby appointed
proxies to vote all Common Stock of the
undersigned in PRIMEX Technologies, Inc.
which the undersigned would be entitled to
vote on all matters which may come before
the Annual Meeting of Shareholders to be
held at Kirkland, Washington, on August 5,
1997, at 9:00 a.m. and at any adjournment.
This Proxy will be voted as directed by
the shareholder on the items listed on the
reverse side. IF NO CONTRARY DIRECTION IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR
ITEMS 1 AND 2. Should any nominee be unable
to serve, this Proxy may be voted for a
substitute selected by the Board of
Directors.
COMMENTS/ADDRESS CHANGE: PLEASE MARK BOX ON REVERSE SIDE
PLEASE COMPLETE AND SIGN THIS PROXY ON THE REVERSE SIDE, WHERE IT IS
CONTINUED, THEN RETURN IT IN THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------
- -------------------------------------------------------------
FOLD AND DETACH HERE
- -------------------------------------------------------------------------------
[X] Please mark
your votes
this way
THE BOARD OF DIRECTORS RECOMMENDS WITHHELD
A VOTE FOR ITEMS 1 AND 2. FOR FOR ALL
(except as noted below)
Item 1--ELECTION OF DIRECTORS [_] [_]
Nominees:
Edwin M. Glasscock
Robert H. Rau
Leon E. Salomon
FOR AGAINST ABSTAIN
Item 2--APPOINTMENT [_] [_] [_]
OF INDEPENDENT
AUDITORS
WITHHELD FOR: (Write that nominee's name in the space
provided below).
- --------------------------------------------------------------
YES NO
WILL ATTEND MEETING [_] [_]
COMMENTS/ADDRESS CHANGE [_] [_]
(use space on reverse side)
Signature(s) ___________________________ Date _______________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
FOLD AND DETACH HERE
[LOGO]PRIMEX(TM)
TECHNOLOGIES
OLIN CORPORATION
CONTRIBUTING EMPLOYEES OWNERSHIP PLAN
VOTING INSTRUCTION CARD
PLEASE MARK VOTES AS IN THIS EXAMPLE [X]
1. Election of the following nominees as Class I Directors:
With- For All
For hold Except*
Edwin M. Glasscock
Robert H. Rau [_] [_] [_]
Leon E. Salomon
*NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and write the name(s) of the nominee(s) in the space
provided below. Your shares will be voted for the remaining nominee(s).
- ------------------------------------------------------------------------------
For Against Abstain
2. Ratification of appointment of independent auditors. [_] [_] [_]
Please be sure to sign and date this Voting Instruction Card Date
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Participant sign here
Mark box at right if a comment has been noted on the reverse side [_]
of this card.
DETACH CARD DETACH CARD
To: Participants in the OLIN CORPORATION Contributing Employees Ownership
Plan ("CEOP")
Subject: Annual Meeting of Shareholders of PRIMEX Technologies, Inc. ("PRIMEX")
Wachovia serves as Trustee of the OLIN Corporation Contributing Employees
Ownership Plan. As a participant in the CEOP, you are entitled to instruct
Wachovia, as Trustee, how to vote the shares of Common Stock of PRIMEX allocated
to your account at the annual meeting of shareholders of PRIMEX to be held on
August 5, 1997. Your instructions shall also determine how allocated shares for
which no instructions are received are voted.
YOUR INSTRUCTIONS ARE IMPORTANT. YOU SHOULD MARK AND RETURN THE ATTACHED VOTING
INSTRUCTION CARD ("INSTRUCTION CARD") TO THE TRUSTEE. YOUR INSTRUCTION CARD MUST
BE RETURNED SO THAT IT WILL BE RECEIVED BY WACHOVIA NO LATER THAN THE CLOSE OF
BUSINESS (5:00 P.M. EDT) ON AUGUST 1, 1997. YOUR INSTRUCTIONS TO THE TRUSTEE
WILL BE CONFIDENTIAL.
The Proposals
The proposals before the shareholders of PRIMEX are the election of the Board of
Directors and the ratification of auditors. The proposed candidates for the
Board and the other proposal(s) are more fully described in the accompanying
proxy material. The Board of Directors of PRIMEX recommends that you vote in
favor of all the proposals.
Assuming a quorum is present at the annual meeting, the candidates for the Board
receiving the highest vote totals will be elected to the Board of Directors of
PRIMEX. All other matters voted on will be decided by a majority vote of the
shares cast at the annual meeting.
Instruction Procedures
You should use the attached Instruction Card if you wish to instruct Wachovia to
vote in favor of some or all of the proposals before the shareholders.
You should mark the Instruction Card to indicate whether you want Wachovia to
vote in favor of all of the candidates or vote against the candidates. You
should also mark the card to direct Wachovia regarding the other issues before
the shareholders. You should return the card in the enclosed postage-paid
envelope.
(continued on the reverse)
CONFIDENTIAL VOTING INSTRUCTIONS
- --------------------------------------------------------------------------------
TO WACHOVIA BANK OF NORTH CAROLINA, N.A. AS TRUSTEE ("TRUSTEE")
UNDER THE OLIN CORPORATION CONTRIBUTING EMPLOYEES OWNERSHIP PLAN ("CEOP")
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby instruct the Trustee to vote in person, or by proxy, all Common Stock
of PRIMEX Technologies, Inc. ("PRIMEX") credited to my account as of the record
date which I am entitled to vote under the CEOP at the Annual Meeting of
Shareholders of PRIMEX to be held on August 5, 1997, and at any adjournment, (a)
on the matters as indicated on the reverse side hereof or, if contrary choice is
not indicated, then FOR items 1 and 2 and (b) on any other matter which may
properly come before the meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
-------------------------------------------------------------------------
Please sign exactly as your name appears on the reverse side. The CEOP
provides that Common Stock credited to the participants' accounts for which no
written instruction is received by the Trustee before the meeting date will be
voted in the same proportion as shares of Common Stock for which the Trustee has
received instructions. This form constitutes a direction to so vote.
- --------------------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(continued from the reverse)
If you return your Instruction Card and later change your mind, you may submit
a new Instruction Card. If Wachovia receives more than one Instruction Card from
you, the most recently dated card will completely supersede any previously dated
card that Wachovia has received from you. Moreover, a dated card will always
supersede any undated card. If Wachovia receives two or more cards from you
bearing the same date with differing votes, then with respect to the matters on
which they differ, Wachovia will disregard your cards. If you sign your
Instruction Card and return it unmarked for any proposal, Wachovia will vote
your allocated shares FOR that proposal.
If you fail to return an Instruction Card, the shares allocated to your account
will be voted as explained below. A new Instruction Card may be obtained from
Wachovia by calling (910) 770-7064. If proposals other than those listed on the
Instruction Card are presented at the annual meeting, Wachovia will vote all
shares of PRIMEX held by the CEOP in its discretion on those proposals.
The legal documents require Wachovia, as Trustee, to vote all allocated shares
of PRIMEX common stock according to the instruction from the participants. In
addition, the legal documents provide that any fractional, unvoted or
unallocated shares shall be voted by the Trustee in the same proportion as the
shares voted by the participants.
Wachovia's Legal Responsibilities
For each proposal, Wachovia will vote shares of PRIMEX Common Stock to your
instructions on your most recent Instruction Card if that card has been properly
marked and signed.
Otherwise, for each proposal Wachovia will vote shares of PRIMEX Common Stock as
explained above for which (i) no Instruction Card is received or (ii) the most
recent signed instruction Card received is not properly marked, unless doing
so would not be consistent with the provisions of Title I of the Employee
Retirement Income Security Act ("ERISA").
If following these rules for voting allocated shares for which no Instruction
Card is received or for which the most recent signed Instruction Card received
is not properly marked would lead to an imprudent result (keeping in mind that,
in many situations, more than one result may be prudent), then Wachovia must
vote such shares of Common Stock of PRIMEX as Wachovia believes prudent.
Wachovia will follow these rules unless it has well-founded reasons why doing
so would not be prudent or otherwise not consistent with Title I of ERISA.
Confidentiality
Your Instruction Card is CONFIDENTIAL. Your instructions will be known only by
Wachovia. If you have any questions about the procedures, you may contact
Wachovia at (910) 770-7064.
Delivery
By Regular Mail By Hand Delivery By Express Mail
- --------------------------------------------------------------------------------
Wachovia Shareholders Wachovia Shareholders Wachovia Shareholders
Services Services Services
Proxy Tabulation Proxy Tabulation Proxy Tabulation
Department Department Department
PO Box 9396 150 Royall Street 150 Royall Street
Boston, MA 02205-9975 Canton, MA 02021-1031 Mail Stop 45-01-02
Canton, MA 02021-1031
- --------------------------------------------------------------------------------
Cordially yours,
Wachovia Bank of North Carolina, N.A. Trustee
June 20, 1997
[LOGO]PRIMEX(TM)
TECHNOLOGIES
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT MANAGEMENT EXPERIENCE PLAN
VOTING INSTRUCTION CARD
PLEASE MARK VOTES AS IN THIS EXAMPLE [X]
1. Election of the following nominees as Class I Directors:
With- For All
For hold Except*
Edwin M. Glasscock
Robert H. Rau [_] [_] [_]
Leon E. Salomon
*NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and write the name(s) of the nominee(s) in the space
provided below. Your shares will be voted for the remaining nominee(s).
- ------------------------------------------------------------------------------
For Against Abstain
2. Ratification of appointment of independent auditors. [_] [_] [_]
Please be sure to sign and date this Voting Instruction Card Date
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Participant sign here
Mark box at right if a comment has been noted on the reverse side [_]
of this card.
DETACH CARD DETACH CARD
To: Participants in the PRIMEX Technologies, Inc. Retirement Investment
Management Experience Plan ("PRIME Plan")
Subject: Annual Meeting of Shareholders of PRIMEX Technologies, Inc. ("PRIMEX")
Wachovia serves as Trustee of the PRIMEX Technologies, Inc. Retirement
Investment Management Experience Plan. As a participant in the PRIME Plan, you
are entitled to instruct Wachovia, as Trustee, how to vote the shares of Common
Stock of PRIMEX allocated to your account at the annual meeting of shareholders
of PRIMEX to be held on August 5, 1997. Your instructions shall also determine
how allocated shares for which no instructions are received are voted.
YOUR INSTRUCTIONS ARE IMPORTANT. YOU SHOULD MARK AND RETURN THE ATTACHED VOTING
INSTRUCTION CARD ("INSTRUCTION CARD") TO THE TRUSTEE. YOUR INSTRUCTION CARD MUST
BE RETURNED SO THAT IT WILL BE RECEIVED BY WACHOVIA NO LATER THAN THE CLOSE OF
BUSINESS (5:00 P.M. EDT) ON AUGUST 1, 1997. YOUR INSTRUCTIONS TO THE TRUSTEE
WILL BE CONFIDENTIAL.
The Proposals
The proposals before the shareholders of PRIMEX are the election of the Board of
Directors and the ratification of auditors. The proposed candidates for the
Board and the other proposal(s) are more fully described in the accompanying
proxy material. The Board of Directors of PRIMEX recommends that you vote in
favor of all the proposals.
Assuming a quorum is present at the annual meeting, the candidates for the Board
receiving the highest vote totals will be elected to the Board of Directors of
PRIMEX. All other matters voted on will be decided by a majority vote of the
shares cast at the annual meeting.
Instruction Procedures
You should use the attached Instruction Card if you wish to instruct Wachovia to
vote in favor of some or all of the proposals before the shareholders.
You should mark the Instruction Card to indicate whether you want Wachovia to
vote in favor of all of the candidates or vote against the candidates. You
should also mark the card to direct Wachovia regarding the other issues before
the shareholders. You should return the card in the enclosed postage-paid
envelope.
(continued on the reverse)
CONFIDENTIAL VOTING INSTRUCTIONS
- --------------------------------------------------------------------------------
TO WACHOVIA BANK OF NORTH CAROLINA, N.A. AS TRUSTEE ("TRUSTEE")
UNDER THE PRIMEX TECHNOLOGIES, INC. RETIREMENT INVESTMENT MANAGEMENT EXPERIENCE
PLAN ("PRIME PLAN")
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby instruct the Trustee to vote in person, or by proxy, all Common Stock
of PRIMEX Technologies, Inc. ("PRIMEX") credited to my account as of the record
date which I am entitled to vote under the PRIME Plan at the Annual Meeting of
Shareholders of PRIMEX to be held on August 5, 1997, and at any adjournment, (a)
on the matters as indicated on the reverse side hereof or, if contrary choice
is not indicated, then FOR items 1 and 2 and (b) on any other matter which may
properly come before the meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
-------------------------------------------------------------------------
Please sign exactly as your name appears on the reverse side. The PRIME Plan
provides that Common Stock credited to the participants' accounts for which no
written instruction is received by the Trustee before the meeting date will be
voted in the same proportion as shares of Common Stock for which the Trustee has
received instructions. This form constitutes a direction to so vote.
- --------------------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(continued from the reverse)
If you return your Instruction Card and later change your mind, you may submit
a new Instruction Card. If Wachovia receives more than one Instruction Card from
you, the most recently dated card will completely supersede any previously dated
card that Wachovia has received from you. Moreover, a dated card will always
supersede any undated card. If Wachovia receives two or more cards from you
bearing the same date with differing votes, then with respect to the matters on
which they differ, Wachovia will disregard your cards. If you sign your
Instruction Card and return it unmarked for any proposal, Wachovia will vote
your allocated shares FOR that proposal.
If you fail to return an Instruction Card, the shares allocated to your account
will be voted as explained below. A new Instruction Card may be obtained from
Wachovia by calling (910) 770-7064. If proposals other than those listed on the
Instruction Card are presented at the annual meeting, Wachovia will vote all
shares of PRIMEX held by the PRIME Plan in its discretion on those proposals.
The legal documents require Wachovia, as Trustee, to vote all allocated shares
of PRIMEX common stock according to the instruction from the participants. In
addition, the legal documents provide that any fractional, unvoted or
unallocated shares shall be voted by the Trustee in the same proportion as the
shares voted by the participants.
Wachovia's Legal Responsibilities
For each proposal, Wachovia will vote shares of PRIMEX Common Stock to your
instructions on your most recent Instruction Card if that card has been properly
marked and signed.
Otherwise, for each proposal Wachovia will vote shares of PRIMEX Common Stock as
explained above for which (i) no Instruction Card is received or (ii) the most
recent signed instruction Card received is not properly marked, unless doing
so would not be consistent with the provisions of Title I of the Employee
Retirement Income Security Act ("ERISA").
If following these rules for voting allocated shares for which no Instruction
Card is received or for which the most recent signed Instruction Card received
is not properly marked would lead to an imprudent result (keeping in mind that,
in many situations, more than one result may be prudent), then Wachovia must
vote such shares of Common Stock of PRIMEX as Wachovia believes prudent.
Wachovia will follow these rules unless it has well-founded reasons why doing so
would not be prudent or otherwise not consistent with Title I of ERISA.
Confidentiality
Your Instruction Card is CONFIDENTIAL. Your instructions will be known only by
Wachovia. If you have any questions about the procedures, you may contact
Wachovia at (910) 770-7064.
Delivery
By Regular Mail By Hand Delivery By Express Mail
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Wachovia Shareholders Wachovia Shareholders Wachovia Shareholders
Services Services Services
Proxy Tabulation Proxy Tabulation Proxy Tabulation
Department Department Department
PO Box 9396 150 Royall Street 150 Royall Street
Boston, MA 02205-9975 Canton, MA 02021-1031 Mail Stop 45-01-02
Canton, MA 02021-1031
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Cordially yours,
Wachovia Bank of North Carolina, N.A. Trustee
June 20, 1997