-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J1waEQYPKN8w++5WEL+KxB7k4Z9rmutctoc7HjzjWlZHtRMEec0Ew+hM6Vah1Gda h0UJLaeaQDtolo6Am2x4rQ== 0000950115-99-000390.txt : 19990326 0000950115-99-000390.hdr.sgml : 19990326 ACCESSION NUMBER: 0000950115-99-000390 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990427 FILED AS OF DATE: 19990325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST CO INC CENTRAL INDEX KEY: 0000105770 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 231210010 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-08036 FILM NUMBER: 99571992 BUSINESS ADDRESS: STREET 1: 101 GORDON DR STREET 2: P O BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 BUSINESS PHONE: 6105942900 MAIL ADDRESS: STREET 1: 101 GORDON DRIVE STREET 2: PO BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 DEF 14A 1 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 [X] Filed by the Registrant [ ] 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 Rule 14a-11(c) or Rule 14a-12 THE WEST COMPANY, INCORPORATED - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] No Fee Required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: _________________________________________________ 2) Form, Schedule or Registration No. ______________________________________ 3) Filing party: ___________________________________________________________ 4) Date filed: _____________________________________________________________ [LOGO] NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 27, 1999 ---------------------- Dear Shareholder, The 1999 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held at the Company's headquarters, 101 Gordon Drive, Lionville, Pennsylvania 19341, on Tuesday, April 27, 1999, at 9:30 A.M., to consider and take action on the following: 1. Re-election of three directors: Tenley E. Albright, John W. Conway and J. Roffe Wike, II, each for a term of three years; 2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for 1999; 3. Approval of the 1999 Non-Qualified Stock Option Plan for Non-Employee Directors; and 4. Any other matters that properly come before the meeting. Your Board of Directors recommends a vote "FOR" Proposals 1, 2 and 3. Only shareholders of record at the close of business, Wednesday, March 17, 1999, are entitled to notice of and to vote at the meeting or any postponement or adjournment. Please date, sign and return the enclosed proxy in the enclosed envelope, whether or not you expect to attend the meeting in person. By Order of the Board of Directors, JOHN R. GAILEY III Secretary March 24, 1999 [LOGO] PROXY STATEMENT General Information About the Meeting and Voting of Shares Meeting Date, Place and Time We, the Board of Directors of West Pharmaceutical Services, Inc., invite you to submit the enclosed proxy "vote card" for use at the Company's 1999 Annual Meeting of Shareholders. The meeting will be held on Tuesday, April 27, 1999, at 9:30 A.M., at the Company's headquarters, 101 Gordon Drive, Lionville, Pennsylvania 19341. The proxy and this proxy statement are being mailed on or about March 24, 1999. Purpose of the Meeting At the Annual Meeting, shareholders will act on the matters outlined in the accompanying notice of meeting, including the election of directors, ratification of the Company's independent accountants and approval of the 1999 Non-Qualified Stock Option Plan for Non-Employee Directors. In addition, the Company's management will report on the performance of the Company and plans for the future. Following the close of the formal meeting, management will respond to questions from shareholders and other attendees. Voting Rights You may vote at the meeting, or any postponement or adjournment of the meeting, only if you were the record owner of the Company's common stock at the close of business on March 17, 1999. You are entitled to one vote for each share owned. Quorum A quorum is necessary to take action at the meeting. A quorum means that shareholders of record holding at least a majority of the outstanding shares are present, either in person or represented by proxy. As of the record date, 15,099,072 shares of common stock were outstanding. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting. Voting Procedures You may vote "FOR," "AGAINST," or "WITHHOLD" your vote on, each of the directors. You may vote "FOR," "AGAINST," or "ABSTAIN" from voting on, the proposals to ratify the appointment of independent accountants and to approve the 1999 Non-Qualified Stock Option Plan for Non-Employee Directors. If you complete and properly sign the accompanying proxy vote card and return it to the Company, it will be voted as you direct. A pre-addressed envelope is enclosed for your convenience. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. If any of your shares are held in "street name" and you wish to vote those shares at the meeting, you will need to obtain a proxy from the institution that holds those shares. Changing Your Vote Even after you have submitted your proxy, you may revoke or change your vote at any time before the proxy is exercised by filing with the Company's Secretary either a notice of revocation or a duly executed proxy bearing a later date. You may also vote in person at the meeting, although attendance at the meeting will not by itself revoke a previously granted proxy. Counting of Votes Abstentions are counted toward the quorum requirement. Directors are elected by a plurality of the votes cast at the meeting. A properly executed proxy marked "WITHHOLD AUTHORITY" for the election of one or more directors will not be voted on the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. A majority of votes cast "FOR" Proposals 2 and 3 is required for shareholder approval of those proposals. A properly executed proxy marked "ABSTAIN" with respect to either of these proposals will not be voted, although it will be counted for purposes of determining whether there is a quorum. Abstentions will not be counted as votes cast and, therefore, will have no effect on the outcome of the vote. If you hold your shares in "street name" through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted on. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such "broker non-votes" will, however, be counted in determining whether there is a quorum. Our Recommendations If you do not mark your voting instructions on a signed and returned card, the persons named as proxy holders on the proxy card will vote according to our recommendations. Our recommendations, together with the description of each item, are described in this proxy statement. In summary, we recommend a vote "FOR" each of the three proposals listed in the notice of meeting accompanying this proxy statement. With respect to any other matter that properly comes before the meeting, the proxy holders will vote as we recommend or, if we make no recommendation, in their own discretion. We are not aware of any matters to be presented at the meeting other than those set forth in the notice of meeting. PROPOSAL #1: ELECTION OF DIRECTORS Our Board of Directors has three classes. Each year, the directors in one class are elected to serve a three-year term. We may increase or decrease the size of the Board, elect directors to fill vacancies on the Board and assign directors to a class. We have nominated Tenley E. Albright, John W. Conway and J. Roffe Wike, II, for election as Class III directors at the 1999 Annual Meeting. All of the nominees are incumbent directors. Each nominee has agreed to be named and to serve if elected. If any nominee becomes unavailable, which we do not expect, the Board's Nominating and Corporate Governance Committee will recommend to us a replacement nominee. We may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her designated replacement. 2 - -------------------------------------------------------------------------------- Class III Director Nominees For Terms to Expire in 2002 - -------------------------------------------------------------------------------- Tenley E. Albright, M.D. Dr. Albright, age 63, is a physician and surgeon. Director since 1993 She is Chairman of Western Resources, Inc. and a member of the Corporation of the New England Baptist Hospital and Woods Hole Oceanographic Institution. Dr. Albright is a director of State Street Bank and Trust Company, State Street Boston Corporation and Whitehead Institute for Biomedical Research. She is also Chairman of the Board of Regents, National Library of Medicine at the National Institute of Health. She is C Medical School. John W. Conway Mr. Conway, age 53, has been a director since 1997 Director since 1997 and President and Chief Operating Officer since 1998 of Crown, Cork & Seal Company, Inc., a supplier of packaging products. He was its Executive Vice President, Americas Division from 1996 to 1998 and prior thereto, its President, International Division. J. Roffe Wike, II Mr. Wike, age 72, was Senior Partner and a Director since 1962 director of Cooke & Bieler, investment counselors, until his retirement in 1994. We recommend that you vote FOR these nominees. - -------------------------------------------------------------------------------- Class I Directors Whose Terms Expire in 2000 - -------------------------------------------------------------------------------- William G. Little Mr. Little, age 56, has been Chairman of the Board Director since 1991 of the Company since 1995 and Chief Executive Officer since 1991. He was also the Company's President from 1991 to 1998. Mr. Little is a director of Fox Chase Cancer Center and Cytyc Corporation. William H. Longfield Mr. Longfield, age 60, is Chief Executive Officer Director since 1995 and Chairman of the Board of C. R. Bard, Inc., a medical device manufacturer. He is a director of HCR Manor Care, Inc., the Health Industry Manufacturers Association, Horizon Health Corporation and Atlantic Health System. Monroe E. Trout, M.D. Dr. Trout, age 67, has been Chairman of the Board Director since 1991 of Cytyc Corporation, a medical diagnostic company, since January 1998 and is Chairman Emeritus of American Healthcare Systems, a network of integrated healthcare systems, where he was Chairman of the Board, President and Chief Executive Officer until his retirement in 1995. He was Chief Executive Officer of Cytran Inc., a biotechnology company, from March 1996 to July 1996. Dr. Trout is a director of Science Applicatio Baxter International Inc. and the University of California San Diego Foundation. Anthony Welters Mr. Welters, age 44, is Chairman, President and Director since 1997 Chief Executive Officer of AmeriChoice Corporation, a managed health-care services holding company, and its predecessor companies. Mr. Welters is a director of C. R. Bard, Inc., Health Care Leadership Council, New York University School of Law, the National Board of the Smithsonian Institution and Vice Chair of Morehouse School of Medicine. 3 - -------------------------------------------------------------------------------- Class II Directors Whose Terms Expire in 2001 - -------------------------------------------------------------------------------- George W. Ebright Mr. Ebright, age 60, retired in 1995 from Cytogen Director since 1992 Corp., a biotechnology pharmaceutical company, where he was Chairman of the Board and Chief Executive Officer. He is a director of NABI and Arrow International Incorporated. L. Robert Johnson Mr. Johnson, age 57, is Managing General Partner Director since 1989 of Founders Capital Partners, L.P., a venture capital partnership. He is a director of Genetic Microsystems Inc., Axint Technologies Corp., RSVP Information Inc., Telesales Inc. and Agris Corporation. Mr. Johnson is a member of the Corporation of the Massachusetts Institute of Technology and a trustee of the Maryland Institute - College of Art. John P. Neafsey Mr. Neafsey, age 59, is President of JN Director since 1987 Associates, an investment consulting firm. He is Chairman of the Board of Alliance Coal Company, an advisory director of The Beacon Group of New York, Chairman of the Management Policy Council, and a director of Longhorn Partners Pipeline Company and Provident Mutual Life Insurance Company of Philadelphia. Mr. Neafsey is a trustee of Cornell University. Geoffrey F. Worden Mr. Worden, age 59, is President of South Street Director since 1993 is a director of Princess House, Inc. and is Chairman of the Board of Directors of the New York City Outward Bound Center. PROPOSAL #2: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS Upon recommendation of the Board's Audit Committee, we reappointed PricewaterhouseCoopers LLP as independent accountants for the Company in 1999, subject to ratification by shareholders. If the appointment is not ratified, we will consider the appointment of other auditors. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and will have the opportunity to make a statement and to respond to questions from shareholders. We recommend that you vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for 1999. 4 PROPOSAL #3: APPROVAL OF THE 1999 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS Background and Purpose of the 1999 Option Plan We are seeking shareholder approval of the 1999 Non-Qualified Stock Option Plan for Non-Employee Directors (the "1999 Option Plan") adopted by us in March 1999. The 1999 Option Plan would replace the 1992 Non-Qualified Stock Option Plan for Non-Employee Directors, as amended (the "1992 Option Plan"), which would be terminated upon adoption of the new plan. Under the 1992 Option Plan stock options to purchase 1,500 shares of the Company's common stock are granted each year to each director who is not an employee of the Company. Each grant of stock options under the 1992 Option Plan "vested," or became exercisable, one year after its grant date. The 1999 Option Plan would award each non-employee director in office at the 1999 Annual Meeting up to two stock options for 4,500 shares that vest over a three-year period. These options would be granted on the date of this year's Annual Meeting and (assuming they continue in office) on the date of the annual meeting in 2002. Directors who join the Board after the 1999 Annual Meeting would receive similar options, but covering a proportionately fewer number of shares, depending on when they are first elected. The number and timing of option grants are described more fully below. The purpose of awarding grants with an extended vesting schedule, which is consistent with recent stock-option grants to the Company's senior management, is to provide greater incentive to outside directors to achieve long-term and consistent growth in shareholder value, as measured by stock-price growth. In doing so, the 1999 Option Plan is intended to assist the Company attract and retain the services of knowledgeable and experienced non-employee directors. If the 1999 Option Plan is not approved, we intend to continue the 1992 Option Plan until its current expiration date on the day immediately following the annual meeting of shareholders in 2001. Eligibility Participation in the 1999 Option Plan would be limited to non-employee directors of the Company, meaning directors who are not employees of the Company or any of the Company's subsidiaries (as defined in section 424 (f) of the Internal Revenue Code of 1986, as amended). There are currently 10 non-employee directors. Term and Termination If the 1999 Option Plan is approved by shareholders, it would take effect on April 27, 1999, the date of the 1999 Annual Meeting of Shareholders, and would terminate January 1, 2005. No options would be granted after the termination date. All options outstanding on the termination date would expire according to their terms. Awards and Grants Under the 1999 Option Plan Under the 1999 Option Plan, each non-employee director in office on April 27, 1999, the date of the 1999 Annual Meeting, would be entitled to receive a stock option to purchase 4,500 shares of common stock on that date. Each of these directors who remains in office through the 2002 annual meeting of shareholders would receive another 4,500-share option at that time. Non-employee directors who join the Board after the 1999 Annual Meeting and before January 1, 2005 would be eligible to receive up to three stock options covering a total of between 8,250 and 750 shares, depending on the date of his or her first election. No eligible director could receive more than a total of 9,000 shares under the 1999 Option Plan. All options granted under the 1999 Option Plan would become exercisable in three equal annual installments on the first through third anniversaries of the grant date. Each stock option would expire 10 years from the date of grant, unless exercised earlier or terminated under the terms of the 1999 Option Plan. 5 The following table shows the size of the options and the timing of their grant for all eligible directors under the 1999 Option Plan, assuming that each director continues in office through January 1, 2005.
Shares Underlying Stock Options and Date of Option Grant --------------------------------------------------------------------------- Annual Meeting Date ------------------------------------------------------------ Date Director Election Joins Board Date 1999 2000 2001 2002 2003 2004 Totals - ------------------------------------------------------------------------------------------------------------- On or before 1999 Annual Meeting 4,500 4,500 9,000 After 1999 Annual Meeting and before January 1, 2000 750 3,000 4,500 8,250 Between January 1, 2000 and 2000 Annual Meeting 3,000 4,500 7,500 After 2000 Annual Meeting and before January 1, 2001 750 1,500 4,500 6,750 Between January 1, 2001 and 2001 Annual Meeting 1,500 4,500 6,000 After 2001 Annual Meeting and before January 1, 2002 750 4,500 5,250 Between January 1, 2002 and 2002 Annual Meeting 4,500 4,500 After 2002 Annual Meeting and before January 1, 2003 750 3,000 3,750 Between January 1, 2003 and 2003 Annual Meeting 3,000 3,000 After 2003 Annual Meeting and before January 1, 2004 750 1,500 2,250 Between January 1, 2004 and 2004 Annual Meeting 1,500 1,500 After 2004 Annual Meeting and before January 1, 2005 750 750
Exercise Price The exercise price for all options granted under the 1999 Option Plan would be 100% of the fair market value of the Company's common stock, generally measured by the average of the highest and lowest prices of actual sales of the Company's common stock on the New York Stock Exchange on the grant date. Option holders would be able to pay the exercise price either in cash, in common stock (having a fair market value on the exercise date equal to the total option exercise price), or in a combination of cash and stock. If payment of the exercise price is made in shares, the option holder may elect to deliver previously owned shares or have the Company withhold a portion of the shares to be received. Time of Exercise General. Options under the 1999 Option Plan would become immediately exercisable if an eligible director retires from the Board and would remain exercisable for one year following retirement (but no longer than six months after death). Options (if otherwise exercisable) could be exercised for up to 90 days after termination of board service for any reason other than retirement or removal for cause. Any unexercised option would terminate upon an eligible director's removal for cause. During the non-employee director's lifetime, options granted under the 1999 Option Plan could only be exercised by that director and would not be transferable except by will, by the laws of inheritance or under a qualified domestic relations order. 6 Accelerated Vesting. For each 4,500-share option grant, a three-year "benchmark" stock price would be set assuming a 10% annual growth rate in the market price of the Company's common shares on the grant date. If the trading price of the Company's common stock exceeds this benchmark and the average trading price exceeds the benchmark level for at least 30 days, any unvested portion of the option would immediately become exercisable. In addition, all options granted under the 1999 Option Plan would immediately become exercisable if a "change in control" occurs. A change in control is generally defined as any such event that requires a report to the Securities and Exchange Commission, and includes any acquisition or other transaction that results in a change in ownership of more than 50% of the Company's stock or a change in the majority of the Board over a two-year period that is not approved by at least two-thirds of the directors. Shares Eligible for Delivery Under the 1999 Option Plan The 1999 Option Plan authorizes a maximum of 125,000 shares of common stock to be delivered upon exercise of options. Such shares could be authorized and unissued shares or treasury shares. We consider this amount sufficient to award two 4,500-share stock options to each current director plus options to new directors who may join the Board as a result of retirements during the plan term. The authorized share amount includes shares that remain available under the 1992 Option Plan after its termination. We could adjust the total number of shares authorized to reflect a change in the number or kind of outstanding shares due to a corporate transaction or reorganization. Administration and Amendments We have the power to interpret the Plan's provisions, supervise the 1999 Option Plan's administration and make all determinations necessary or advisable to administer the 1999 Option Plan. We may amend or discontinue the 1999 Option Plan, subject to the requirement of shareholder approval when necessary to comply with any tax or regulatory requirements. Rights under outstanding options, however, could not be adversely affected without the consent of the option holder. Other Information Certain Federal Income Tax Consequences. Options granted under the 1999 Option Plan would not be intended to qualify as "incentive stock options" as that term is defined in Section 422A of the Internal Revenue Code of 1986, as amended. The exercise of a non-qualified stock option would result in ordinary income for the optionee and a deduction for the Company measured by the difference between the option price and the fair market value of the shares received at the time of exercise. Upon the sale of stock acquired through exercise of a non-qualified stock option, the gain (measured by the difference between the sale price and the amount included in income upon exercise of the option plus the option price) would be short-term or long-term capital gain. At the time of a subsequent sale of any shares obtained upon the exercise of an option, any gain or loss would be a capital gain or loss to the option holder. Market Value of Common Stock. The closing market price of the Company's common stock as reported on the New York Stock Exchange Composite Transactions listing on March 19, 1999 was $34.875 per share. We recommend that you vote FOR adoption of the 1999 Option Plan. 7 INFORMATION ABOUT THE BOARD AND BOARD COMMITTEES Board of Directors We have designated directors who are independent of management as "independent directors." All of the directors, other than the Company's Chief Executive Officer William G. Little, are independent directors. The independent directors' primary duties are to evaluate the performance of the Company's Chief Executive Officer, to assure that he has appropriate leadership succession plans and to review and monitor achievement of his long-range strategic plans for the Company. One independent director i designated as the "Chairman, Independent Directors." The Chairman, Independent Directors confers with the Chief Executive Officer on the Board's agenda items and information requirements. He also calls meetings of the independent directors. Monroe E. Trout is the current Chairman, Independent Directors. The Board met seven times last year and the independent directors met once. All directors attended more than 75% of the total number of meetings of the Board and the committees on which they served, except John W. Conway, who attended four of the seven board meetings. Board Committees The Board has four standing committees: Audit, Compensation, Finance and Nominating and Corporate Governance. Last year, the Audit Committee and the Compensation Committee each met four times, the Finance Committee met six times and the Nominating and Corporate Governance Committee met five times. The Audit Committee performs the following functions: (1) recommends annually to the Board the appointment of a firm of independent accountants for the Company; (2) reviews the fees paid to the independent accountants; (3) reviews with the accountants the scope and results of each annual audit; and (4) reviews with the accountants and the Company's financial officers their comments and recommendations. Directors Johnson (Chairman), Albright, Conway, Welters and Worden serve on the Audit Committee. The Compensation Committee determines the Company's compensation arrangements with executive management and reports its actions to us. This Committee also administers the Company's management incentive compensation plans. Directors Longfield (Chairman), Ebright, Neafsey and Trout serve on the Compensation Committee. The Finance Committee serves as our liaison with management on important financial transactions and financial-policy matters. The Finance Committee also consults with and advises management on financial strategies, policies and procedures, acquisitions, divestitures, major capital-expenditure requests and similar matters. The Committee makes recommendations on these matters to us. Directors Neafsey (Chairman), Conway, Ebright, Johnson, Wike and Worden serve on the Finance Committee. The Nominating and Corporate Governance Committee recommends nominees to be elected to the Board and appointments to board committees and evaluates and makes recommendations on director candidates. After review by the independent directors, this Committee formally recommends to us a successor to the Chief Executive Officer. The Nominating and Corporate Governance Committee also reviews the Company's legal compliance policies and programs periodically with the Company's General Counsel. The members of the Nominating and Corporate Governance Committee are Directors Trout (Chairman), Albright, Longfield, Wike and Welters. Compensation of Directors Each independent director receives an annual retainer of $20,000. He or she also receives $1,500 for each board and independent-director meeting and $1,000 for each committee meeting attended. An additional annual fee of $3,500 is paid to the chairman of each board committee and to the Chairman, Independent Directors. Directors 8 may defer all or any part of their director's fees. Deferred fees may be placed either in an interest-bearing cash account or in a cash-only "phantom stock" account. " Phantom stock" parallels the performance of the Company's common stock. Directors receive their deferred fees upon their retirement or termination as a director. After five years of service on the Board, each independent director becomes entitled to receive an annual retirement benefit. This benefit commences upon retirement after age 60 and runs until the earlier of 15 years or the director's death. The amount of the benefit is between 50% and 100%, depending on the length of service, of his or her base annual retainer at the time of retirement. Non-employee directors also receive annually an option to acquire 1,500 shares of common stock under the 1992 Option Plan. Each option expires five years from the date of grant. However, as described above under the caption "Background and Purpose of the 1999 Option Plan" on page 5, if the 1999 Option Plan is approved by shareholders the 1992 Option Plan would be terminated and directors would receive no options under 1992 Option Plan this year. Instead, each non-employee director would receive a option to purchase 4,500 shares that would vest in three annual installments of 1,500 shares each under the 1999 Option Plan. OWNERSHIP OF COMPANY STOCK The following table and footnotes contain information about persons who beneficially own more than 5% of the outstanding common stock as of March 19, 1999. Except as indicated below, the beneficial owners have sole voting and investment power over the shares shown opposite their names. This table was compiled from Company records and Securities and Exchange Commission share-ownership reports. The amount of shares beneficially owned is as of March 19, 1999, except as noted in the accompanying footnotes. - -------------------------------------------------------------------------------- Amount and Percent Name and Address of Nature of Beneficial of Beneficial Owner Ownership Class - -------------------------------------------------------------------------------- Jean Wike Faust ................................. 1,255,108(1) 8.3% 16 Fox Chase Road Malvern, PA 19355 First Union Corporation ......................... 795,705(2) 5.2% One First Union Center Charlotte, NC 28288-0137 Franklin Resources, Inc. ........................ 1,524,800(3) 10.0% 777 Mariners Island Blvd. 6th Floor San Mateo, CA 94404 Lazard Freres & Co. LLC ......................... 1,318,907(4) 8.7% 30 Rockefeller Plaza New York, NY 10020 Trimark Financial Corporation ................... 811,300(5) 5.3% One First Canadian Place Suite 5600 P.O. Box 487 Toronto, ON M5X 1E5 William S. West.................................. 950,047(6) 6.2% 101 Gordon Drive Lionville, PA 19341 J. Roffe Wike, II ............................... 1,626,339(1)(7) 10.7% 2125 Twinbrook Road Berwyn, PA 19312 9 - ---------- (1) Includes 226,000 shares held by a trust of which Mrs. Faust is the sole beneficiary. As trustee, J. Roffe Wike, II, the brother of Mrs. Faust, has sole investment and voting power over those shares. Also includes 576,328 shares held by a trust as to which Mrs. Faust and Mr. Wike share voting and investment power. (2) Based upon information as of December 31, 1998 set forth in a Schedule 13G filing made by First Union Corporation dated February 11, 1999. Includes (i) sole voting power with respect to 63,353 shares, (ii) shared voting power with respect to 86,088 shares, (iii) sole investment power with respect to 43,801 and (iv) shared investment power with respect to 651,686 shares. (3) Based upon information as of December 31, 1998 set forth in a Schedule 13G filing made by Franklin Resources, Inc. dated December 8, 1998. Includes (i) sole voting power with respect to 1,406,800 shares and (ii) sole investment power with respect to 1,517,800 shares. (4) Based upon information as of December 31, 1998 set forth in a Schedule 13G filing made by Lazard Freres & Co. LLC dated February 10, 1999. Includes (i) sole voting power with respect to 1,027,207 shares and (ii) sole investment power with respect to 1,318,907 shares. (5) Based upon information as of December 31, 1998 set forth in a Schedule 13G filing made by Trimark Financial Corporation dated February 1, 1999. (6) Includes shared voting power over 446,264 shares. Does not include 184,074 shares owned by Mr. West's wife because he disclaims beneficial ownership of those shares. (7) Includes options to acquire 7,500 shares under the Company's 1992 Option Plan. Does not include 7,840 shares owned by Mr. Wike's wife because he disclaims beneficial ownership of those shares. The following table shows the beneficial ownership of common stock by each director, each executive officer named in the Summary Compensation Table on page 13 and all directors and executive officers as a group. The plan amounts are included as of December 31, 1998 and all other information is as of March 19, 1999. Also included are "phantom-stock" units held in deferred-compensation accounts by directors. Where a director or executive officer has the right to acquire shares within 60 days after March 19, 1999, through the exercise of stock options, these shares are treated as beneficially owned by the individual and as outstanding when computing the percentages owned by the individual and the group. The amounts include shares of common stock beneficially owned by the individuals, common stock underlying stock options and stock granted under the Company's incentive compensation plans and Savings Plan. The table is compiled from information provided by the individuals and from Company records.
- ------------------------------------------------------------------------------------------------------------------------- Right to Acquire Phantom Stock Shares Owned Percent of Ownership Under Units Under Directly and Common Stock Options Exercisable Directors' Deferred Name Indirectly(1)(2) Outstanding Within 60 Days Compensation Plan - ------------------------------------------------------------------------------------------------------------------------- Tenley E. Albright 1,500 * 6,000 John W. Conway 0 * 1,500 J. E. Dorsey 9,971 * 57,000 George W. Ebright 2,500 * 7,500 Steven A. Ellers 7,125 * 37,000 Lawrence P. Higgins 1,395 * 19,000 L. Robert Johnson 7,500 * 6,000 William G. Little 58,881 * 73,000 William H. Longfield 1,000 * 4,500 3,394 Donald E. Morel, Jr. 4,295 * 28,461 John P. Neafsey 4,417 * 6,000 3,615 Monroe E. Trout 5,000 * 6,000 10,387 Anthony Welters 300 * 3,000 J. Roffe Wike, II 1,618,839 10.7% 7,500 13,006 Geoffrey F. Worden 3,500 * 6,000 4,428 All directors and executive officers as a group (20 persons) 1,787,334 13.9% 368,161 34,830
10 - ------------------ * Indicates ownership of less than 1% of the shares outstanding. (1) These amounts include restricted shares granted under the Company's Management Incentive Bonus Plan, as follows: Mr. Little -- 1,566 shares; Mr. Dorsey -- 863 shares; Mr. Ellers -- 350 shares; Mr. Morel -- 340 shares; Mr. Higgins -- 258 shares; and all directors and executive officers as a group -- 4,723 shares. The holders of restricted shares have voting power over the shares. The restricted shares are subject to transfer and forfeiture restrictions. (2) These amounts include shares granted as the Company's contributions under the Company's Savings Plan, as follows: Mr. Little -- 930 shares; Mr. Dorsey -- 418 shares; Mr. Ellers -- 1,129 shares; Mr. Morel -- 312 shares; Mr. Higgins -- 95 shares; and all directors and officers as a group -- 7,820 shares. The holders of Savings Plan shares have voting power over the shares. These shares vest in five equal annual installments over the first five years of service for the Company. BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION Compensation Philosophy The overriding philosophy governing the Company's senior executive compensation program is the alignment of shareholder and management interests by rewarding management for adding value to the business and achieving results that reflect constantly improving performance. The components of compensation are base salary, annual incentive bonus and long-term incentive compensation in the form of stock options. Consistent with the Company's policy of attracting and retaining the highest caliber employees, base salaries are targeted to the median of comparable positions, while total compensation opportunity (i.e., base salary, bonus and stock options) is designed to provide superior reward opportunities for superior results. Rewards are earned primarily based on the level of achievement of performance goals established by the Board of Directors. Individual performance also is a consideration in the final determination of bonus awards. Long-term incentive programs are designed to provide management with the opportunity to create wealth by participating in the consistent improvement of shareholder value. A significant portion of executive compensation is "at risk." As described in more detail below, annual bonuses are tied to achievement of financial and strategic targets, and the value of stock options is dependent on an increase in market value of common stock over the exercise price. In making compensation decisions, the Committee relies heavily on survey data and recommendations from an outside compensation consultant. To further align management and shareholder interests, the Committee has developed share-ownership goals, which call for executive officers to own common stock with a market value equal to specified multiples of the executive's base salary, ranging from 200% of base salary for senior executives to 500% of base salary for the CEO. The Committee would like executives to reach their goal within five to seven years of attaining their position. The Committee annually reviews each executive's progress toward meeting his or her goal and has asked the CEO to develop a plan for increasing the share ownership of executives who fall short of their goals. Base Salaries In setting 1998 base salaries, the Committee relied primarily on competitive market compensation data from four separate surveys of general industry, which were compiled by a compensation consultant. The Committee also considered recommendations of the Chief Executive Officer regarding individual performance of other executives and their relative experience. All of the named executive officers' base salaries for 1998 approximated the surveys' market consensus median level. 11 Management Incentive Bonus Plan Each of the named executive officers participates in the Company's Management Incentive Bonus Plan (the "Bonus Plan"). Payouts under the Bonus Plan are based 75% on achievement of a specific corporate financial performance target and 25% on achievement of strategic, non-financial goals. Bonus Plan participants receive a full payout if the Company reaches its financial target and all of the other goals are met. A higher payout is made when the Company exceeds its financial target and no payout is made if the actual financial performance is less than the prior year's performance. To encourage share ownership, one-fourth of a Bonus Plan participant's after-tax annual bonus is paid in shares of common stock, referred to as "bonus shares." Each participant also receives a number of additional, restricted shares equal to 25% of the number of bonus shares received. The restricted shares are forfeited if the bonus shares are transferred within four years of the date of grant. The Committee used earnings-per-share (EPS) as the corporate financial performance measurement for 1998. The 1998 EPS target under the Bonus Plan (representing 75% of the bonus payout opportunity) corresponded to the EPS target contained in management's operating plan for that year, which was approved by the Board of Directors in December 1997. At that time, the Committee decided to reserve the remaining 25% bonus opportunity to its discretionary evaluation of management's success in accomplishing acquisitions and other activities related to the Company's strategy to broaden its offering of products and services. The Committee decided to pay the named executives and Mr. Little 96.2% of their bonus opportunity for 1998. This payout was based on the Committee's confirmation that 96.2% of the 1998 EPS target had been achieved and the Committee's judgment that management substantially achieved its 1998 objectives. Based on the bonus payout, Mr. Little received a bonus of $352,813, which included 1,482 bonus shares. He also received 371 restricted shares. The other named executives also were paid in a combination of cash, bonus and restricted shares. Long-Term Incentive Compensation Stock options are granted in numbers that are targeted to produce a long-term compensation opportunity consistent with comparable positions within general industry, based on a value determined by the Black-Scholes valuation method. All options are granted with an exercise price equal to the fair market value of a share of common stock on the grant date. In addition, the option agreements contain forfeiture provisions, which will cause any unexercised option to expire immediately if the executive engages in conduct detrimental to the Company such as competitive activities. The named executive officers received no grants of stock options in 1998. Deductible Compensation under the Tax Laws Under section 162(m) of the Internal Revenue Code, a publicly held corporation such as the Company is denied a federal tax deduction for compensation in excess of $1,000,000, which is paid to its chief executive officer and its four most-highly compensated executive officers other than the CEO. "Qualified performance-based compensation" and certain other compensation is not subject to the deduction limitation. The Board of Directors has taken action to ensure that awards of stock options, bonus and incentive shares under the Company's incentive plans will be treated as qualified performance-based compensation and, therefore, remain tax deductible by the Company. While there is no firm policy on whether to permit executive compensation to exceed the $1,000,000 limit, the Committee periodically monitors the compensation of Company executives and believes that no tax deductions for executive compensation will be lost in the near future. William H. Longfield, Chairman George W. Ebright John P. Neafsey Monroe E. Trout 12 COMPENSATION OF NAMED EXECUTIVE OFFICERS Summary Compensation Table The following table contains information on compensation paid to the Chairman and Chief Executive Officer and the four other most highly compensated executive officers of the Company.
- ----------------------------------------------------------------------------------------------------------------------------------- Long-Term Annual Compensation Compensation Awards -------------------------- ------------------------- Other Restricted Securities Annual Stock Underlying All Other Name & Principal Position Year Salary($)(1) Bonus($)(1) Compensation($) Award(s)($)(2) Options(#) Compensation($)(3) - ----------------------------------------------------------------------------------------------------------------------------------- William G. Little 1998 482,634 352,813 17,879 12,161 -0- 16,374 Chairman and 1997 461,538 371,902 6,376 12,819 165,000 14,701 Chief Executive Officer 1996 438,240 291,074 4,329 10,083 -0- 14,002 J. E. Dorsey 1998 314,722 213,227 12,270 7,350 -0- 9,436 President and 1997 284,320 198,193 4,703 6,831 90,000 8,525 Chief Operating Officer 1996 262,701 155,898 3,674 5,387 15,000 7,877 Steven A. Ellers 1998 207,022 101,979 7,374 3,403 -0- 6,205 Senior Vice President, 1997 173,287 78,077 5,754 3,257 55,000 5,181 Finance and Administration 1996 160,579 57,561 5,754 2,403 10,000 4,765 Donald E. Morel, Jr. 1998 203,755 80,038 6,839 3,339 -0- 6,107 Group President 1997 173,237 78,077 6,375 3,199 55,000 5,181 1996 158,212 57,561 4,414 2,287 10,000 4,743 Lawrence P. Higgins 1998 188,662 83,497 7,579 3,362 -0- 5,657 Vice President, Operations 1997 180,950 77,656 6,686 3,127 55,000 -0- 1996 109,744 48,470 3,858 1,520 -0- -0-
- ----------------- (1) The Bonus columns include the value of any bonus (unrestricted) shares awarded under the Bonus Plan, but not the value of any restricted shares, which are shown in the Restricted Stock Award(s) column. Bonuses are paid in the fiscal year following the fiscal year in which they are earned. (2) Restricted stock awards are made in the fiscal year following the fiscal year in which they are earned. Restricted stock awards vest four years from the grant date. Values are determined by multiplying the number of shares awarded by the closing market price of the Company's common stock on the grant date, which was $27.63 for 1996, $31.38 for 1997 and $32.82 for 1998 awards. Dividends are paid on restricted stock and reinvested in additional shares of common stock. The following table contains information on the restricted stock held by the named executives at December 31, 1998. Values are determined by multiplying the number of shares by $35.69, the December 31, 1998 closing price of the common stock. Number of Restricted Current Market Value Name Shares Held of Restricted Shares Held - -------------------------------------------------------------------------------- William G. Little 1,195 $42,650 J. E. Dorsey 639 22,806 Steven A. Ellers 220 7,851 Lawrence P. Higgins 155 5,532 Donald E. Morel, Jr. 238 8,494 (3) Represents Company contributions under the Company's Savings Plan and Non-Qualified Deferred Compensation Plan for Designated Executive Officers. With respect to Mr. Little, includes for 1998, 1997 and 1996 term life insurance premiums paid by the Company of $1,901, $860 and $860, respectively. 13 1998 Stock Option Exercises and Year-End Option Values The following table shows how many stock options were exercised by each of the named executive officers in 1998. It also shows the number and value of their unexercised options as of December 31, 1998. Aggregated Option Exercises in Last Fiscal Year and 1998 Year-End Option Values
Shares Number of Shares Value of Unexercised Acquired Underlying Unexercised In-the-Money on Value Options Held at Options at Name Exercise(#) Realized($)(1) Fiscal Year-End(#) Fiscal Year-End($)(1)(2) - --------------------------------------------------------------------------------------------------------------------- Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- ------------- W. G. Little 30,000 496,875 103,000 212,000 1,044,040 1,268,960 J. E. Dorsey 8,000 87,131 65,000 60,000 623,310 376,800 S. A. Ellers 4,500 44,659 41,500 36,000 401,635 226,080 D. E. Morel 1,439 13,131 36,561 36,000 345,051 226,080 L. P. Higgins -0- -0- 19,000 36,000 138,420 226,080
- ---------- (1) Market value on the date of exercise of shares covered by options exercised, less option exercise price. (2) The dollar amounts shown under the Exercisable and Unexercisable columns of this heading represent the number of exercisable and unexercisable options, respectively, multiplied by the difference between the closing price of the Company's common stock on December 31, 1998 ($35.69) and the exercise price of the options. Pension Plan Table The following table shows estimated annual retirement benefits payable to participants in the Company's Salaried Employees' Retirement Plan (the "Retirement Plan") whose employment terminates at normal retirement (age 65). The normal retirement benefit equals 1.9% of the average of a participant's five highest consecutive calendar years of earnings out of the participant's last ten calendar years of service, multiplied by his or her years of service up to 25 years, plus 0.5% of such earnings multiplied by his or her years of service in excess of 25 but not more than 35 years. In general, the earnings covered by the Retirement Plan are base salary, bonuses and non-deferred cash payments, including a participant's contributions to the Company's Savings Plan. The figures shown include benefits payable under the Retirement Plan and the Company's related supplemental plans for certain individuals. The figures are stated before reduction for Social Security payments. Although age 65 is the normal retirement age under the Retirement Plan, participants may retire upon reaching age 55. The amount of the benefit in such cases will be reduced by 1/4 of 1% for each month for ages 60-64 and 1/3 of 1% for each month from ages 55-59. Pension Plan Table
Estimated Annual Retirement Benefits Years of Pension Plan Participation -------------------------------------------------------------------------- Five-Year Average Annual Earnings 15 20 25 30 35 - ------------------------------------------------------------------------------------------------------- $200,000 $ 57,000 $ 76,000 $ 95,000 $100,000 $105,000 250,000 71,250 95,000 118,750 125,000 131,250 300,000 85,500 114,000 142,500 150,000 157,500 400,000 114,000 152,000 190,000 200,000 210,000 500,000 142,500 190,000 237,500 250,000 262,500 600,000 171,000 228,000 285,000 300,000 315,000 650,000 185,250 247,000 308,750 325,000 341,250 700,000 199,500 266,000 332,500 350,000 367,500 750,000 213,750 285,000 356,250 375,000 393,750 800,000 228,000 304,000 380,000 400,000 420,000 850,000 242,250 323,000 403,750 425,000 446,250
14 As of December 31, 1998, the credited full years of service for the named executive officers were as follows: Mr. Little -- 23 years; Mr. Dorsey -- 6 years; Mr. Ellers -- 15 years; Mr. Morel -- 6 years; and Mr. Higgins -- 2 years. Employment and Other Agreements Mr. Little has an employment agreement with the Company under which he serves as Chief Executive Officer. His base annual salary is determined according to Company compensation-review policies. The agreement also entitles him to participate in the Company's annual and long-term incentive plans. The Company may terminate his employment by giving two years' prior notice or earlier for cause, or due to disability or death. The Company has entered into agreements with each of the named executive officers that provide benefits if their employment is terminated following a change in control of the Company. These agreements are designed to assist the Company in attracting and retaining highly qualified executives and to help ensure that, if the Company is faced with an unsolicited tender offer proposal, its executives will continue to manage the Company without being unduly distracted by the uncertainties of their persona affairs and thereby will be better able to assist in evaluating such a proposal in an objective manner. Each executive is entitled to receive severance compensation under his agreement if, within two years following a change in control of the Company, he resigns following a constructive termination of his employment or his employment is terminated by the Company other than by reason of death, disability, willful misconduct or normal retirement. The severance compensation includes the immediate vesting of the executive's interest, if any, in the Company's employee-benefit plans, continuing salary and bonus payments at the level prior to termination and continuation of certain health and welfare benefits for up to three years following termination. A "change in control" is generally defined as any such event that requires a report to the Securities and Exchange Commission, but includes any acquisition or other transaction that results in a change in ownership of more than 50% of the Company' stock or a change in the majority of the Board over a two-year period that is not approved by at least two-thir of the directors. Each agreement prohibits the executive from being employed by any competitor of the Company or competing with the Company in any part of the United States (any market or territory, in the case of Mr. Little) for up to one year following employment termination for any reason. The payment of severance compensation is not conditioned upon the executive seeking other employment and is not subject to reduction if the executive secures other employment consistent with the agreement. 15 SHAREHOLDER RETURN PERFORMANCE GRAPH The following graph compares the cumulative total return to holders of the Company's common stock with the cumulative total return of the Standard & Poor's 400 Industrials Limited Index (the "S&P 400") and of a Company-selected peer group for the five years ended December 31, 1998. Cumulative total-return-to-shareholders is measured by dividing total dividends (assuming dividend reinvestment) plus the per-share price change for the period by the share price at the beginning of the period. The Company's cumulative shareholder return is based on an investment of $100 on December 31, 1993 and is compared to the cumulative total return of the S&P 400 and peer group over the period with a like amount invested. The peer-group companies were selected by the Company based principally on nature of business, revenues, employee base, technology base, market share, customer type and customer relationship. The peer group is composed of Amphenol Corporation, Andrew Corporation, Applied Magnetics Corporation, Augat Inc., Beckman Instruments, Inc., C. R. Bard, Inc., CTS Corp., Millipore Corporation, Pall Corporation, The Perkin-Elmer Corporation, Sealed Air Corporation and Thomas & Betts Corporation. TOTAL SHAREHOLDER RETURNS (Dividends Reinvested) [GRAPHIC] In the printed version of the document, a line graph appears which depicts the following plot points: INDEXED RETURNS
Base Years Ending Period -------------------------------------------------- Company Name/Index Dec 93 Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 - ------------------------------------------------------------------------------------------- WEST PHARMACEUTICAL SVCS INC 100 114.28 99.44 122.15 131.14 160.57 S&P 400 100 98.51 125.10 147.84 183.82 224.85 PEER GROUP 100 111.63 149.46 185.11 198.58 215.39
16 ADDITIONAL INFORMATION Proxy Solicitation Costs. The Company will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. The Company has retained Kisell-Blake Inc., 110 Wall Street, New York, New York 10005, to aid in the solicitation. For these services, the Company will pay Kisell-Blake Inc. a fee of $4,000 and reimburse it for certain out-of-pocket disbursements and expenses. Officers and regular employees of the Company may solicit proxies by further mailing or personal conversations, or by telephone, facsimile or electronic means. The Company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders. Shareholder Proposals for the 2000 Annual Meetings. Any shareholder of record may submit a shareholder proposal for consideration at the 2000 annual meeting or propose director candidates for consideration by the Nominating and Corporate Governance Committee. In either case, your written proposal must be received by the Office of the Secretary of the Company, 101 Gordon Drive, Lionville, Pennsylvania 19341, on or before January 28, 2000, (90 days before the anniversary date of the 1999 Annual Meeting on April 27, 1999). Your notice must include information about yourself and your nominee, including name and address, the number of shares you own, your intention to appear in person or by proxy at the meeting to nominate your nominee(s), a description of all arrangements or understandings between yourself and each of your nominee(s) and any other person or persons for which the nominations are to be made and other information required by Securities and Exchange Commission proxy rules. The chairman of the meeting may refuse to acknowledge your nomination(s) if it is not made in accordance with these instructions. To obtain a copy of the relevant Bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates you may contact the Office of the Secretary of the Company, 101 Gordon Drive, Lionville, Pennsylvania, 19341. By Order of the Board of Directors JOHN R. GAILEY III Vice President, General Counsel and Secretary March 24, 1999 17 [LOGO] PROXY WEST PHARMACEUTICAL SERVICES, INC. 101 Gordon Drive, Lionville, Pennsylvania 19341 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints John R. Gailey III and Steven A. Ellers as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of common stock of West Pharmaceutical Services, Inc., held of record by the undersigned on March 17, 1999, at the Annual Meeting of Shareholders to be held on April 27, 1999 or any postponement or adjournment thereof. This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR Proposals 1, 2 and 3. (To be Signed on Reverse Side) |X| Please mark your votes as in this example.
FOR WITHHOLD AUTHORITY FOR AGAINST ABSTAIN -------- ------------------ --- ------- ------- 1. Election of all the to vote for 2. Ratification of the appointment 3 Class III | | nominees | | the nominees of PricewaterhouseCoopers LLP as | | | | | | Directors listed listed below independent accountants of the below corporation for the fiscal year ending December 31, 1999. (except as marked to the contrary) 3. Approval of the 1999 Non-Qualified Stock Option Plan | | | | | | (INSTRUCTION: To withhold authority to vote for any for Non-Employee Directors. individual nominee, strike a line through the nominee's name in the list below.) Tenley E. Albright, John W. Conway, J. Roffe Wike, II 4. In their discretion, the Proxies are authorized to vote upon such other matters as may properly come before the meeting. This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR Proposals 1, 2 and 3.
SIGNATURE(S)________________________________________ DATE ______________ Please sign exactly as your name appears hereon. When signing as attorney, executor, administrator, trustee, guardian, or in any other representative capacity, please so indicate. -----END PRIVACY-ENHANCED MESSAGE-----