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BNS Holding, Inc. – ‘DEFR14A’ on 4/3/95

As of: Monday, 4/3/95 · Accession #: 950109-95-1090 · File #: 1-05881

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/03/95  BNS Holding, Inc.                 DEFR14A                2:105K                                   Donnelley R R & S… 01/FA

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Notice & Proxy Statement - Amendment                  30    162K 
 2: EX-99.1     Proxy Card                                             2     12K

DEFR14A — Notice & Proxy Statement – Amendment
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Compensation Committee Report Executive Compensation Performance Awards
1	1st Page - Filing Submission
14	Executive Compensation
17	Compensation Committee Report
25	Performance Awards

DEFR14A 1st Page of 30 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION  

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934 (Amendment No.  )  

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

[_]  Preliminary Proxy Statement                                                
[_]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     
[X]  Definitive Proxy Statement - Revised (to include the proxy cards as an     
appendix)                                                             

[_]  Definitive Additional Materials                                            

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Brown & Sharpe Manufacturing Company  
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)  

Brown & Sharpe Manufacturing Company  
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[X]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)       
or Item 22(a)(2) of Schedule 14A.                                     

[_]  $500 per each party to the controversy pursuant to Exchange Act Rule       
14a-6(i)(3).                                                          

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

(1) Title of each class of securities to which transaction applies:   
(2) Aggregate number of securities to which transaction applies:      
(3) Per unit price or other underlying value of transaction computed  
   pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:                  
(5) Total fee paid:                                                   

[_]  Fee paid previously with preliminary materials.                            

[_]  Check box if any part of the fee is offset as provided by Exchange         
  Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

(1) Amount Previously Paid:                                           
(2) Form, Schedule or Registration Statement No.:                     
(3) Filing Party:                                                     
(4) Date Filed:                                                       

DEFR14A 2nd Page of 30 TOC 1st Previous Next ↓Bottom Just 2nd
April 3, 1995                                                                   

To the Stockholders:                                                            

   You are cordially invited to attend the Annual Meeting of Stockholders of
Brown & Sharpe Manufacturing Company to be held on Wednesday, May 3, 1995, at   
10:00 a.m. at the Company's corporate offices, Precision Park, 200 Frenchtown   
Road, North Kingstown, RI.                                                      

    The accompanying formal Notice of Annual Meeting of Stockholders and Proxy
Statement contain the principal items of business to be considered and acted    
upon at the meeting, including information about the Directors of the Company   
continuing in office and the four nominees for election as Directors for three- 
year terms.  In addition to the matters to be formally acted upon, there will be
a report on the progress of the Company and an opportunity for questions of     
general interest to the stockholders.                                           

     We hope you will be able to attend the meeting, but if you cannot do so, it
is important that your shares be represented.  WHETHER OR NOT YOU PLAN TO       
PERSONALLY ATTEND THE MEETING, we urge you to mark, sign, date and promptly     
return the enclosed proxy card in the return envelope.                          

                                          Sincerely yours,

                                                  /s/ Henry D. Sharpe, Jr.

                                              Henry D. Sharpe, Jr.
                                               Chairman of the Board

DEFR14A 3rd Page of 30 TOC 1st Previous Next ↓Bottom Just 3rd
BROWN & SHARPE MANUFACTURING COMPANY
Precision Park, 200 Frenchtown Road 
North Kingstown, Rhode Island 02852-1700
Telephone (401) 886-2000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 1995

       Notice is hereby given that the Annual Meeting of Stockholders of Brown
& Sharpe Manufacturing Company will be held on Wednesday, May 3, 1995, at 10:00 
a.m. at the Company's corporate offices, Precision Park, 200 Frenchtown Road,   
North Kingstown, Rhode Island, for the following purposes:                      

1.      To fix the number of Directors at ten and to elect a class of four      
Directors, whose names are set forth in the accompanying proxy  
   statement, to succeed the class whose term expires with this Annual
  Meeting of Stockholders, to serve until the 1998 Annual Meeting of
       Stockholders and until their successors shall be elected and qualified.

2.      To approve amendments to the Company's 1989 Equity Incentive Plan to (i)
increase the aggregate number of shares of Class A common stock 
    authorized for issuance and delivery in connection with awards under
        such Plan by 500,000 shares to 875,000 shares; and (ii) limit to 300,000
       shares the number of shares of Class A common stock that any individual
    could receive in any calendar year pursuant to stock options granted
      under the Plan   , all     as more fully set forth in the accompanying
Proxy Statement.                                                

3.      To ratify and approve the appointment by the Board of Directors of the  
     firm of Ernst & Young L.L.P. as the Company's independent accountants
for the year 1995.                                              

4.      To transact such other business that may properly come before           
the meeting, and any adjournments thereof.                      

   The Board of Directors has fixed the close of business on Thursday,
March 16, 1995, as the record date for determining stockholders entitled to     
notice of the meeting and to vote at the meeting, and any adjournments thereof. 
A copy of the Company's Annual Report containing financial data and a summary of
operations for 1994 is being mailed to the stockholders with this Proxy         
Statement.                                                                      

   In the event you cannot attend the Annual Meeting in person, please
complete and promptly return the Proxy accompanying this Notice in the enclosed 
envelope. PLEASE BE SURE TO SIGN AND DATE THE PROXY.                            

                                   By Order of the Board of Directors,

                      /s/James W. Hayes, III

                   James W. Hayes, III
                               Secretary and Corporate Counsel

April 3, 1995                                                                   

DEFR14A 4th Page of 30 TOC 1st Previous Next ↓Bottom Just 4th
BROWN & SHARPE MANUFACTURING COMPANY
Precision Park, 200 Frenchtown Road 
North Kingstown, Rhode Island 02852-1700
Telephone (401) 886-2000

PROXY STATEMENT 
ANNUAL MEETING OF STOCKHOLDERS

The accompanying Proxy is solicited by and on behalf of the Board of  
Directors of Brown & Sharpe Manufacturing Company (the "Company") for use at the
Company's Annual Meeting of Stockholders (the "Annual Meeting") to be held at   
the Company's corporate offices, Precision Park, 200 Frenchtown Road, North     
Kingstown, Rhode Island, on Wednesday, May 3, 1995, at 10:00 a.m., and at any   
adjournments thereof.                                                           

Stockholders of record at the close of business on Thursday, March 16,
1995, are entitled to receive notice of and to vote at the Annual Meeting.  On  
that date, the Company had    8,710,878     shares of common stock outstanding  
comprised of    8,179,168     shares of Class A Common Stock, $1.00 par value   
(the "Class A Stock") and    531,710     shares of Class B Common Stock, $1.00  
par value (the "Class B Stock").  Except as may otherwise be provided by law,   
each share of Class A  Stock outstanding on the record date entitles the holder 
thereof to one vote, and each share of Class B Stock outstanding on the record  
date entitles the holder thereof to ten votes.  The holders of Class A Stock are
entitled to elect one Director at the Annual Meeting, and such holders voting   
together with the holders of Class B Stock as a single class are entitled to    
elect the remaining Directors to be elected at the Annual Meeting.  Except for  
the foregoing and as may otherwise be provided by law, all other actions        
submitted to a vote of the stockholders at the meeting will be voted on by the  
holders of Class A Stock and Class B Stock voting together as a single class.   

    Proxies properly executed and returned will be voted at the Annual Meeting
in accordance with any directions noted thereon or, if no direction is          
indicated, proxies will be voted FOR the election of the nominees for Directors 
set forth herein   , FOR the proposal to amend the Company's 1989 Equity        
Incentive Plan,     and FOR the proposal to ratify the selection of independent 
accountants described in this Proxy Statement.  Proxies will be voted in the    
discretion of the holders of the proxy with respect to any other business that  
may properly come before the Annual Meeting and all matters incidental to the   
conduct of the Annual Meeting.                                                  

  Any stockholder signing and delivering a proxy may revoke it at any time
before it is voted by delivering to the Secretary of the Company a written      
revocation or a duly executed proxy bearing a date later than the date of the   
proxy being revoked.  Any stockholder personally attending the Annual Meeting   
may also revoke his or her proxy and vote his or her shares of stock.           

   The approximate date this Proxy Statement is being mailed to stockholders
is April 3, 1995.                                                               

-1- 

DEFR14A 5th Page of 30 TOC 1st Previous Next ↓Bottom Just 5th
ITEM 1
ELECTION OF DIRECTORS 

   The Board of Directors proposes to fix the number of Directors at ten; to
designate a class of four Directors to serve until the 1998 Annual Meeting and  
until their successors have been duly elected and qualified (the "1998 Class"); 
and to elect Messrs. Henry D. Sharpe, Jr., Howard K. Fuguet, Enrico Albareto and
Henry D. Sharpe, III, all of whom are currently members of the Board and who    
have consented to stand for election to the 1998 Class.  The Board has nominated
Mr. Albareto for election by the holders of Class A Stock and Messrs. Sharpe,   
Jr., Fuguet and Sharpe, III  for election by the holders of Class A Stock and   
Class B Stock, voting together as a single class.                               

The table below provides, as of March 16, 1995, certain information   
concerning the nominees for election to the 1998 Class as well as the Directors 
continuing in office.  Henry D. Sharpe, III, a nominee for election to office,  
is the son of Henry D. Sharpe, Jr., the Chairman of the Board, who is also a    
nominee for election to office.    Mr. Enrico     Albareto, a nominee for       
election to office,    and Messrs. Alberto     de Benedictis and    Vincenzo    
   Cannatelli are all senior executive officers of Finmeccanica S.p.A. and its
Elsag Bailey Division ("Finmeccanica"), an Italian company, or Finmeccanica's   
affiliate, Elsag Bailey Process Automation N.V., a Dutch company.  See the      
discussion beginning on Page 4 relating to Security Ownership of Certain        
Beneficial Owners and Management and on Page 9 relating to Certain Relationships
and Related Transactions.                                                       

  THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
MESSRS. SHARPE, JR., FUGUET, ALBARETO AND SHARPE, III.                          

                                                        [Enlarge/Download Table]


                                 YEAR FIRST                                                        
                                  ELECTED A    PRINCIPAL OCCUPATION DURING LAST FIVE YEARS AND     
NAME (AGE)                        DIRECTOR   DIRECTORSHIPS IN PUBLIC REPORTING AND OTHER COMPANIES 
----------                        --------   ----------------------------------------------------- 

Nominees for Election to Office                                                                    
-------------------------------                                                                    

For Terms Expiring 1998                                                                            

                                                                                                   
    Henry D. Sharpe, Jr. (71)       1949      Chairman of the Board.                               

    Howard K. Fuguet (57)           1990      Partner of the law firm of Ropes & Gray, Boston, MA. 

    Enrico Albareto (63)            1994      Chief Executive Officer, Elsag Bailey Division of    
                                              Finmeccanica S.p.A.,    Genoa    , Italy,            
                                              manufacturer of automated process control systems and
                                              devices.                                             

    Henry D. Sharpe, III (40)       1992      Co-founder and Technical Director, Design Lab, Inc., 
                                              Providence, RI, a multi-disciplinary product design  
                                              firm specializing in research and design of new      
                                              products, re-design of existing products, and        
                                              engineering management services.                     

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DEFR14A 6th Page of 30 TOC 1st Previous Next ↓Bottom Just 6th
                                                        [Enlarge/Download Table]


                                YEAR FIRST                                                                                      
                                 ELECTED A              PRINCIPAL OCCUPATION DURING LAST FIVE YEARS AND                         
NAME (AGE)                       DIRECTOR             DIRECTORSHIPS IN PUBLIC REPORTING AND OTHER COMPANIES                     
----------                       --------             -----------------------------------------------------                     

Directors Continuing in Office                                                                                                  
------------------------------                                                                                                  

Terms Expiring 1996                                                                                                             

                                                                                                                                
   John M. Nelson (63)             1975     Chairman of the Board, Wyman-Gordon Company, Worcester, MA, manufacturer of steel   
                                            forgings, since May 1994 and Chairman and Chief Executive Officer from May 1991 to  
                                            May 1994; until October 1990, Chairman of the Board and Chief Executive Officer,    
                                            Norton Company, Worcester, MA, manufacturer of abrasives and related products;      
                                            Director, Cambridge Biotech Corp., a biotechnology firm; Director, The TJX          
                                            Companies, Inc., a discount specialty apparel retailing concern; Director, Commerce 
                                            Holdings Inc., a holding company for a property and casualty insurance company; and,
                                            Director, Stocker & Yale Manufacturing Company, a specialty products company.       

   Vincenzo Cannatelli (42)        1994     Managing Director and Chief Executive Officer, Elsag Bailey Process                 
                                            Automation N.V., New York, NY, manufacturer of automated process                    
                                            control systems and devices.                                                        

   Russell A. Boss (56)            1990     President and Chief Executive Officer and a Director, AT Cross Company,             
                                            Lincoln, RI, manufacturer of fine writing instruments; Trustee, Eastern             
                                            Utilities Associates.                                                               

Terms Expiring 1997                                                                                                             

   Fred M. Stuber (56)             1991     President and Chief Executive Officer and a Director since January 1991;            
                                            from March 1989 to January 1991, Vice President & Managing Director -               
                                            Tesa SA, a Swiss subsidiary of the Company; prior to March 1989,                    
                                            Executive Vice President, Landis & Gyr, communications business.                    

   Alberto de Benedictis (42)      1994     Senior Vice President North America and Corporate Development,                      
                                            Finmeccanica S.p.A., Rome, Italy, since February 1995, manufacturer of              
                                            products for the aerospace, energy, transportation automation and defense           
                                            industries; Director, Union Switch & Signal, Inc., a manufacturer of                
                                            railway signaling systems; Director, Elsag Bailey Process Automation                
                                            N.V.; Director, Concentra Corp., a developer of CAD software.                       

   Paul R. Tregurtha (59)          1984     Chairman of the Board and Chief Executive Officer, Mormac Marine                    
                                            Group, Inc., Stamford, CT, a marine transportation company; Director,               
                                            Shawmut National Corporation, a bank holding company; Director, FPL                 
                                            Group, Inc., a utility company; Trustee, Teachers Insurance and Annuity             
                                            Assoc.; Chairman, Moran Transportation Company, and Vice Chairman,                  
                                            Interlake Steamship Company, Greenwich, CT, both marine transportation              
                                            companies.                                                                          

-3- 

DEFR14A 7th Page of 30 TOC 1st Previous Next ↓Bottom Just 7th
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

I.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                             

        Set forth below as of March 16, 1995 are the persons or groups known
to the Company who beneficially own, under the applicable rules and regulations 
of the Securities and Exchange Commission, more than 5% of any class of the     
Company's voting securities.                                                    

                                                        [Enlarge/Download Table]


 NAME AND ADDRESS                TITLE OF CLASS       AMOUNT AND NATURE      PERCENT 
OF BENEFICIAL OWNER              OF COMMON STOCK   OF BENEFICIAL OWNERSHIP  OF CLASS 
-------------------              ---------------   -----------------------  ---------
                                                   Direct         Indirect           
                                                   ------         --------           
                                                                                     

Finmeccanica S.p.A. /(1)/             Class A     3,450,000            --      42.1% 
Viale Marescialo                      Class B            --            --        --  
Pilsudski 92                                                                         
Rome 00197 Italy                                                                     

Fiduciary Trust Company               Class A       476,766            --       5.8% 
   International /(2)/                Class B       158,920            --      29.8% 
Two World Trade Center                                                               
New York, NY  10048-0774                                                             

Henry D. Sharpe, Jr. /(3)/            Class A       536,576         7,200       6.6% 
c/o Brown & Sharpe                    Class B       268,919         2,400      51.0% 
   Manufacturing Company                                                             
200 Frenchtown Road                                                                  
Precision Park                                                                       
N. Kingstown, RI  02852-1700                                                         

Fred M. Stuber /(4)   (8)/            Class A       240,206            --       4.1% 
c/o Brown & Sharpe                    Class B       166,063            --      31.0% 
   Manufacturing Company                                                             
200 Frenchtown Road                                                                  
Precision Park                                                                       
N. Kingstown, RI  02852-1700                                                         

Charles A. Junkunc /(5)    (8)/       Class A       320,673            --       3.9% 
c/o Brown & Sharpe                    Class B       194,396            --      36.5% 
   Manufacturing Company                                                             
200 Frenchtown Road                                                                  
Precision Park                                                                       
N. Kingstown, RI  02852-1700                                                         

Donald Smith & Co., Inc/.(6)/         Class A       419,600            --       5.1% 
15 Essex Road                         Class B            --            --        --  
Paramus, NJ  07652                                                                   

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DEFR14A 8th Page of 30 TOC 1st Previous Next ↓Bottom Just 8th
                                                                [Download Table]


     NAME AND ADDRESS           TITLE OF CLASS      AMOUNT AND NATURE      PERCENT 
    OF BENEFICIAL OWNER         OF COMMON STOCK  OF BENEFICIAL OWNERSHIP  OF CLASS 
    -------------------         ---------------  -----------------------  ---------
                                                 Direct         Indirect           
                                                 ------         --------           
                                                                                   
Fleet Investment Services/(7)/      Class A      161,057          --         1.9%  
100 Westminster Street              Class B       52,744          --         9.9%  
Providence, RI  02903                                                              

_____________________________                                                   

/(1)/ Finmeccanica S.p.A. owns beneficially and of record and has the power to  
vote or direct the vote and to dispose or direct the disposition of 
      3,450,000 shares of Class A Stock, amounting to 42.   1    % of such class
      and representing 25.5% of the combined voting power of Class A and Class B
    Stock, acquired in connection with the acquisition by the Company of the
     DEA S.p.A. metrology business on September 28, 1994. Finmeccanica and IRI
   are deemed to share the voting and investment power with respect to the
shares held by Finmeccanica because Finmeccanica may be deemed to be
controlled by IRI. (See discussion beginning on Page 7.)            

/(2)/ Fiduciary Trust Company International, a bank, by virtue of various       
    investment management contracts and trust agreements with members of the
  Sharpe family, shares voting and dispositive power with respect to the
aforementioned shares of Class A and Class B Stock. See Footnote (3)
below.                                                              

/(3)/ Various members of the Sharpe family, including Henry D. Sharpe, Jr. and  
      Henry D. Sharpe, III, beneficially owned an aggregate of 711,972 shares of
Class A Stock and 327,383 shares of Class B Stock of the Company,   
    amounting to    8.7% and 61.5    %, respectively, of each class of stock
     and representing    29.5    % of the combined voting power of the Class A
     Stock and Class B Stock. The table excludes (a) 168,076 shares of Class A
   Stock and 56,024 shares of Class B Stock held by Henry D. Sharpe, Jr.'s
   wife and children and        by trusts, of which they are beneficiaries
  and of which beneficial ownership is disclaimed; and (b) 120 shares of
  Class A Stock and 40 shares of Class B Stock held by the Sharpe Family
 Foundation, a charitable foundation, of which beneficial ownership is
      disclaimed. The table includes (i) 7,200 shares of Class A Stock and 2,400
shares of Class B Stock as to which Henry D. Sharpe, Jr. has neither
    voting nor dispositive power but as to which he is a beneficiary under a
  trust established under the will of Henry D. Sharpe, Sr.; (ii) 228,006
   shares of Class A Stock and 166,063 shares of Class B Stock as to which
Mr. Sharpe, by virtue of being one of the three Trustees under the  
 Company's Employee Stock Ownership and Profit Participation Plan (the
"ESOP"), has shared voting power (subject to direction from plan    
      participants) and limited residual investment power as a Trustee under the
terms of the Trust Agreement for the ESOP and of which beneficial   
  ownership is disclaimed; and (iii) 308,570 shares of Class A Stock and
102,856 shares of Class B Stock as to which Henry D. Sharpe, Jr. has
shared voting and dispositive power with Fiduciary Trust Company    
 International with respect to the shares of Class A Stock and Class B
    Stock described in sub-clause (a) above, and sole voting and dispositive
power with respect to the shares of Class A Stock and Class B Stock 
described in sub-clause (b) above.                                  

/(4)/ Includes 228,006 shares of Class A Stock and 166,063 shares of Class B    
      Stock, which, by virtue of Mr. Stuber's role as a Trustee of the ESOP, are
 deemed to be beneficially owned but as to all of which ESOP shares he
disclaims beneficial ownership.                                     

/(5)/ Includes (a) 46,667 shares of Class A Stock and 28,333 shares of Class B  
   Stock held by the Company's United Kingdom Pension Plan as to which Mr.
     Junkunc has shared voting and investment power; and (b) 228,006 shares of
      Class A Stock and 166,063 shares of Class B Stock, which, by virtue of Mr.
Junkunc's role as a Trustee of the ESOP, are deemed to be owned     
beneficially by him but as to which all of such ESOP (except for his
   vested shares of Class A Stock and Class B Stock in such plan) and U.K.
Pension Plan shares he disclaims beneficial ownership.              

/(6)/ Donald Smith & Co. is an investment advisory firm which has sole voting   
     power over 294,300 shares of Class A Stock and has sole dispositive power
over 419,600 shares of Class A Stock.                               

/(7)/ Fleet Investment Services, an affiliate of Fleet Financial Group, Inc.,   
     acts as Trustee of the Brown & Sharpe Savings and Retirement Plan and the
Brown & Sharpe Savings and Retirement Plan for Management Employees,
substantially similar tax qualified 401K savings plans covering U.S.
     employees (together the "SARP"), and in that capacity shares voting power
     with respect to the shares of Class A Stock and Class B Stock, subject to
     direction from participants in such SARP Plan    as to all of which Fleet
disclaims beneficial ownership    .                                 

/(8)/           Includes shares of Class A Stock issuable upon exercise of      
   incentive stock options held by such Executive Officers of the Company.
      See Footnote (3) on Page     7    and Aggregated Options Table on Page 14.

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DEFR14A 9th Page of 30 TOC 1st Previous Next ↓Bottom Just 9th
II.  SECURITY OWNERSHIP OF MANAGEMENT                                           

    The following table and accompanying footnotes set forth certain
information about the beneficial ownership of the Company's Class A Stock and   
Class B Stock as of March 16, 1995 by the Directors and Nominees and certain    
named Executive Officers included in I. Summary Compensation Table and all      
Directors and Executive Officers as a group.                                    

                                                                [Download Table]


    NAME OF                  TITLE OF CLASS     AMOUNT AND NATURE OF  PERCENT  
BENEFICIAL OWNER             OF COMMON STOCK    BENEFICIAL OWNERSHIP  OF CLASS 
----------------             ---------------    --------------------  ---------
                                                Direct      Indirect           
                                                ------      --------           
                                                                               

Enrico Albareto /(1)/             Class A     3,450,000          --     42.1%  
                                  Class B            --          --       --   

Vincenzo Cannatelli /(1)/         Class A     3,450,000          --     42.1%  
                                  Class B            --          --       --   

Alberto de Benedictis /(1)/       Class A     3,450,000          --     42.1%  
                                  Class B            --          --       --   

Henry D. Sharpe, Jr./(2)/         Class A       536,576       7,200      6.6%  
                                  Class B       268,919       2,400     51.0%  

Fred M. Stuber /(2)/              Class A       340,206          --      4.1%  
                                  Class B       166,063          --     31.2%  

Henry D. Sharpe, III              Class A        55,145          --        *   
                                  Class B        18,381          --      3.4%  

John M. Nelson                    Class A         1,453          --        *   
                                  Class B           151          --        *   

Howard K. Fuguet                  Class A         1,000          --        *   
                                  Class B            --          --       --   

Russell A. Boss                   Class A         1,000          --        *   
                                  Class B            --          --       --   

Paul R. Tregurtha                 Class A           705          --        *   
                                  Class B            13          --        *   

Charles A. Junkunc/(2)/           Class A       320,673          --      3.9%  
                                  Class B       194,396          --     36.5%  

Richard F. Paolino                Class A        73,338          --        *   
                                  Class B         2,348          --        *   

Antonio Aparicio                  Class A        45,000          --        *   
                                  Class B            --          --       --   

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DEFR14A 10th Page of 30 TOC 1st Previous Next ↓Bottom Just 10th
                                                                [Download Table]

NAME OF                        TITLE OF CLASS   AMOUNT AND NATURE OF   PERCENT 
BENEFICIAL OWNER               OF COMMON STOCK  BENEFICIAL OWNERSHIP  OF CLASS 
----------------               ---------------  --------------------  ---------
                                                  Direct    Indirect           
                                                ----------  --------           
                                                                               

C. John Cooke                  Class A              31,000        --         * 
                               Class B                  --        --        -- 

All Directors, Nominees and    Class A           4,538,967     7,200      55.5%
Executive Officers as a Group  Class B             357,273     2,400      67.6%
(16 persons)/(3)/                                                              

*Less than one percent (1%).                                                    
_____________________________                                                   

/(1)/ Messrs. Albareto, Cannatelli and de Benedictis, by virtue of their        
      positions as senior executives and employees of Finmeccanica S.p.A. or its
     affiliates and Finmeccanica's authority to vote or direct the vote and to
      dispose or direct the disposition of the Class A Stock, may each be deemed
to beneficially own the shares of Class A Stock owned of record by  
  Finmeccanica and as to all of which stock they disclaim ownership. See
   Footnote (1) to I. Security Ownership of Certain Beneficial Owners, and
    discussion under     Certain Relationships and Related Transactions    .

/(2)/ See Footnotes (3), (4) and (5) to I. Security Ownership of Certain        
Beneficial Owners Page 5.                                           

/(3)/ With respect to Executive Officers who are not Directors, includes 117,400
      shares of Class A Stock as to which certain of the Executive Officers have
sole voting and investment power; 46,667 shares of Class A Stock and
      28,333 shares of Class B Stock held in the Company's pension plan covering
    its United Kingdom employees as to which an Executive Officer has shared
     voting and investment power; and 6,638 vested shares of Class A Stock and
   3,793 vested shares of Class B Stock as to which the Executive Officers
    have shared voting power in the ESOP. Includes 209,332 shares of Class A
Stock subject to exercisable stock options granted pursuant to the  
   Company's Amended 1973 Stock Option Plan (under which no further awards
   can be made) and 1989 Equity Incentive Plan. (See Options and SAR Table
under the heading "Executive Compensation".)                        

III.    SUBSTANTIAL CHANGE IN OWNERSHIP OF COMMON STOCK OF THE COMPANY          

      THE COMPANY    BELIEVES     NO    CHANGE IN CONTROL     OF THE COMPANY
   HAS OCCURRED    ;        H   OWEVER, A SUBSTANTIAL CHANGE IN OWNERSHIP OF THE
COMMON STOCK OF THE COMPANY OCCURRED IN CONJUNCTION WITH THE ACQUISITION BY     
THE COMPANY AND ITS WHOLLY OWNED SUBSIDIARY BROWN & SHARPE INTERNATIONAL
CAPITAL CORPORATION    ON SEPTEMBER 28, 1994 OF ALL OF THE STOCK OF DEA S.P.A., 
AN ITALIAN CORPORATION, AND ITS RELATED METROLOGY BUSINESS FROM FINMECCANICA    
S.P.A., AN ITALIAN CORPORATION. THE BUSINESS OF DEA S.P.A. AND ITS SUBSIDIARIES 
("DEA") IS HEADQUARTERED IN TURIN, ITALY.     TH   E PURCHASE     OF DEA S.P.A. 
  WAS PURSUANT TO THE PROVISIONS OF THE ACQUISITION AGREEMENT DATED AS OF JUNE
10, 1994 BETWEEN THE COMPANY AND FINMECCANICA S.P.A., AS AMENDED (THE "DEA      
ACQUISITION AGREEMENT").        THE PURCHASE PRICE PAID     FOR DEA    WAS      
DELIVERY     BY THE COMPANY    TO FINMECCANICA S.P.A. AT THE     C   LOSING OF  
3,450,000 SHARES OF CLASS A STOCK OF     THE COMPANY   . APPROXIMATELY 63% OF   
FINMECCANICA S.P.A.'S STOCK IS OWNED BY ISTITUTO PER LA RICOSTRUZIONE           
INDUSTRIALE S.P.A., A JOINT STOCK COMPANY ("IRI"), ALL OF WHOSE STOCK     IS    
HELD BY THE MINISTRY OF THE TREASURY OF THE REPUBLIC OF ITALY.            

      IN ADDITION, THE DEA ACQUISITION AGREEMENT PROVIDES FOR A POST-CLOSING
PURCHASE PRICE ADJUSTMENT PURSUANT TO WHICH ADDITIONAL SHARES OF CLASS A STOCK  
MAY, UNDER THE SPECIFIED CIRCUMSTANCES, BE REQUIRED TO BE DELIVERED TO          
FINMECCANICA S.P.A.  IF THE POST-CLOSING ADJUSTMENT INDICATES AN INCREASE OR A  
DECREASE IN THE PURCHASE PRICE, THEN EITHER     THE COMPANY    WILL ISSUE TO    
FINMECCANICA AN ADDITIONAL NUMBER OF SHARES OF CLASS A STOCK WITH A VALUE EQUAL 
TO SUCH POSITIVE DIFFERENCE OR FINMECCANICA WILL MAKE A CASH PAYMENT TO     THE 
COMPANY    EQUAL TO SUCH NEGATIVE DIFFERENCE.  HOWEVER, IF SUCH POSITIVE OR     
NEGATIVE DIFFERENCE IS LESS THAN $500,000, NO ADJUSTMENT WILL BE MADE. THE      

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AMOUNT OF ANY PURCHASE PRICE ADJUSTMENT WILL BE CONCLUSIVELY DETERMINED,        
SUBSEQUENT TO THE CLOSING DATE OF THE DEA ACQUISITION, BASED UPON THE SPECIFIED 
CALCULATIONS AND THE AUDITED COMBINED BALANCE SHEET AS OF THE PRICING DATE OF   
DEA AND ITS SUBSIDIARIES AS DETERMINED UNDER THE PROCEDURES SET FORTH IN THE    
DEA        ACQUISITION AGREEMENT.  THE DEA ACQUISITION AGREEMENT ALSO PROVIDED  
THAT PRIOR TO THE CLOSING FINMECCANICA WAS REQUIRED TO ASSUME OR DISCHARGE ALL  
INDEBTEDNESS FOR BORROWED MONEY OF DEA OTHER THAN AN AMOUNT OF INDEBTEDNESS NET 
OF CASH IN EXCESS OF LIT. 0.8 BILLION, TO REMAIN OUTSTANDING ON THE CLOSING,    
WHICH AMOUNT IS DETERMINED AS OF JULY 31, 1994 (THE "PRICING DATE") PURSUANT TO 
A FORMULA IN THE DEA ACQUISITION AGREEMENT.  APPROXIMATELY $13.8 MILLION        
AGGREGATE PRINCIPAL AMOUNT OF DEA INDEBTEDNESS REMAINED OUTSTANDING AT THE      
CLOSING.                                                                        

ON MARCH 16, 1995, AFTER THE DEA aCQUISITION (PRIOR TO THE POST-
CLOSING ADJUSTMENT, IF ANY, FOR THE DEA aCQUISITION PURCHASE PRICE), VARIOUS    
MEMBERS OF THE SHARPE FAMILY, INCLUDING HENRY D. SHARPE, JR. AND HENRY D.       
SHARPE, III (EACH OF WHOM IS A DIRECTOR OF THE COMPANY),     ARE DEEMED TO      
BENEFICIALLY OWN 711   ,    972    SHARES OF CLASS A STOCK AND APPROXIMATELY    
    327   ,    383    SHARES OF CLASS B STOCK,     WHICH INCLUDES 228,006 SHARES
OF CLASS A STOCK AND 166,063 SHARES OF CLASS B STOCK HELD BY THE COMPANY'S ESOP 
WITH RESPECT TO WHICH MR. SHARPE, JR. HAS SHARED VOTING POWER WITH PLAN         
PARTICIPANTS AS A TRUSTEE OF SUCH PLAN,    REPRESENTING APPROXIMATELY     12   %
OF THE OUTSTANDING AGGREGATE EQUITY IN THE COMPANY AND APPROXIMATELY            
 29   .    5   % OF THE COMBINED VOTING POWER OF THE COMPANY'S OUTSTANDING
COMMON STOCK    .     FINMECCANICA HELD 3,450,000 SHARES OF CLASS A STOCK,      
REPRESENTING 39.9% OF THE OUTSTANDING AGGREGATE EQUITY OF THE COMPANY AND       
APPROXIMATELY 25.5% OF THE COMBINED VOTING POWER OF THE COMPANY'S OUTSTANDING   
COMMON STOCK.  IN ADDITION, APPROXIMATELY     207,724    SHARES OF CLASS A STOCK
AND APPROXIMATELY     81   ,    077    SHARES OF CLASS B STOCK     ARE    HELD  
FOR EMPLOYEE BENEFIT PLAN PARTICIPANTS UNDER EMPLOYEE BENEFIT PLANS    , WITH   
RESPECT TO WHICH NEITHER OF THE SHARPES HAVE ANY VOTING POWER,    MAINTAINED BY 
BROWN & SHARPE AND ITS SUBSIDIARIES.  FINMECCANICA HAS THE RIGHT TO DESIGNATE   
THREE NOMINEES FOR ELECTION TO THE BROWN & SHARPE BOARD OF DIRECTORS (WHICH WAS 
INCREASED FROM SEVEN TO TEN DIRECTORS) AND HAS CERTAIN RIGHTS AND OBLIGATIONS   
WITH RESPECT TO THE ELECTION OF DIRECTORS AS PROVIDED IN THE SHAREHOLDERS       
AGREEMENT     BELOW.                                                            

     UNDER THE TERMS OF A SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 28,
1994 BETWEEN FINMECCANICA AND THE COMPANY (THE "SHAREHOLDERS AGREEMENT") ENTERED
INTO IN CONNECTION WITH THE ACQUISITION OF DEA, FINMECCANICA WAS GRANTED THE    
RIGHT TO NOMINATE AND HAVE ELECTED TO THE BOARD FOLLOWING THE ACQUISITION OF DEA
THREE OUT OF TEN MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS EACH FOR RESPECTIVE
TERMS EXPIRING AT THE 1995, 1996 AND 1997 ANNUAL MEETINGS OF THE COMPANY'S      
STOCKHOLDERS AND TO HAVE ONE OF SUCH DIRECTORS ON THE EXECUTIVE COMMITTEE OF THE
COMPANY'S BOARD OF DIRECTORS.  THIS RIGHT WAS EXERCISED BY NOTICE GIVEN TO THE  
COMPANY ON THE DATE OF CLOSING THE DEA ACQUISITION, AND FINMECCANICA'S THREE    
NOMINEES FOR ELECTION TO THE COMPANY'S BOARD OF DIRECTORS, MESSRS. ALBARETO, DE 
BENEDICTIS AND CANNATELLI, WERE DULY ELECTED TO OFFICE BY THE BOARD AT A REGULAR
MEETING OF THE COMPANY'S BOARD OF DIRECTORS HELD ON OCTOBER 28, 1994.  PURSUANT 
TO THE SHAREHOLDERS AGREEMENT, WHEN HENRY D. SHARPE, JR. CEASES TO BE A DIRECTOR
OF THE COMPANY, FINMECCANICA WILL THEREAFTER BE ENTITLED TO HAVE ONLY TWO       
NOMINEES ON THE COMPANY'S BOARD OF DIRECTORS, PLUS A THIRD NOMINEE, WHO MAY NOT 
BE AN EMPLOYEE OF FINMECCANICA BUT SHALL BE AN EXPERIENCED EXECUTIVE OR ADVISOR 
TO INDUSTRIAL BUSINESSES, SELECTED BY FINMECCANICA BUT SUBJECT TO APPROVAL (NOT 
TO BE UNREASONABLY UNHELD) BY THE COMPANY'S BOARD OF DIRECTORS.  IN ANY EVENT,  
FINMECCANICA IS ENTITLED TO TWO NOMINEES ON THE COMPANY'S BOARD OF DIRECTORS    
WHILE IT OWNS AT LEAST 1,250,000 SHARES OF CLASS A STOCK AND ONE NOMINEE ON THE 
COMPANY'S BOARD OF DIRECTORS WHILE FINMECCANICA OWNS AT LEAST 375,000 SHARES OF 
CLASS A STOCK.  UNDER THE TERMS OF A LETTER AGREEMENT DATED AS OF SEPTEMBER 28, 
1994 BETWEEN HENRY D. SHARPE, JR., CHAIRMAN OF THE BOARD, AND FINMECCANICA, MR. 
SHARPE HAS AGREED TO VOTE ALL SHARES OF COMPANY COMMON STOCK AS TO WHICH HE HAS 
SOLE VOTING POWER IN FAVOR OF THE FINMECCANICA NOMINEE   S     STANDING FOR     
ELECTION TO THE BOARD OF DIRECTORS.  THE SHAREHOLDERS AGREEMENT PROVIDES THAT   
FINMECCANICA WILL VOTE ITS SHARES OF CLASS A STOCK IN FAVOR OF THE ELECTION AS  
DIRECTORS OF ALL OF THE NOMINEES SELECTED BY THE BOARD OF DIRECTORS OF THE      
COMPANY.                                                                        

        THE SHAREHOLDERS AGREEMENT PROVIDES FINMECCANICA WITH CERTAIN RIGHTS AND
OBLIGATIONS WITH RESPECT TO ITS OWNERSHIP OF SHARES OF CLASS A STOCK IN THE     
COMPANY. FINMECCANICA IS PROHIBITED FROM ACQUIRING ANY SHARES OF THE COMPANY'S  
STOCK IF SUCH ACQUISITION WOULD INCREASE FINMECCANICA'S OWNERSHIP ABOVE         
APPROXIMATELY 40% ON A FULLY DILUTED BASIS (AS                                  

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DEFINED IN THE SHAREHOLDERS AGREEMENT) UNTIL DECEMBER 31, 1998, OR EARLIER UPON 
THE OCCURRENCE OF CERTAIN SPECIFIED EVENTS. THE AGREEMENT ALSO PROVIDES         
PREEMPTIVE RIGHTS TO FINMECCANICA SO LONG AS IT OWNS AT LEAST 862,500 SHARES OF 
THE COMPANY'S CLASS A STOCK, SUCH THAT THE COMPANY MAY NOT ISSUE ANY SHARES     
OF CLASS A STOCK TO ANY THIRD PARTY, OTHER THAN CERTAIN SPECIFIED EXCLUSIONS,   
WITHOUT FIRST OFFERING TO FINMECCANICA THE RIGHT TO PURCHASE THAT PERCENTAGE OF 
THE COMPANY'S EQUITY SECURITIES SUCH THAT FINMECCANICA'S PERCENTAGE OWNERSHIP OF
THE COMPANY'S COMMON STOCK ON A FULLY DILUTED BASIS (AS DEFINED IN THE          
SHAREHOLDERS AGREEMENT) REMAINS CONSTANT. IN ADDITION, FINMECCANICA IS          
PROHIBITED FROM SELLING ANY OF THE COMPANY'S EQUITY SECURITIES TO ANY THIRD     
PARTY UNTIL THE EXPIRATION OF TWO YEARS AFTER THE CLOSING OF THE DEA A          
CQUISITION AND UPON THE EXPIRATION OF SUCH TWO-YEAR PERIOD MAY SELL SECURITIES  
TO A THIRD PARTY ONLY AFTER OFFERING THE COMPANY THE OPPORTUNITY TO PURCHASE    
SUCH SHARES (OTHER THAN SALES PURSUANT TO A REGISTERED PUBLIC OFFERING PURSUANT 
TO FINMECCANICA'S REGISTRATION RIGHTS AND SALES PURSUANT TO RULE 144 UNDER THE  
SECURITIES ACT OF 1933).                                                        

   PRIOR TO COMPLETION OF THE DEA    A    CQUISITION AND ENTERING INTO
THE SHAREHOLDERS AGREEMENT, THE COMPANY AMENDED THE RIGHTS AGREEMENT BETWEEN IT 
AND THE FIRST NATIONAL BANK OF BOSTON DATED MARCH 9, 1988 PURSUANT TO AUTHORITY 
RESERVED IN SUCH AGREEMENT TO EXCLUDE FINMECCANICA FROM THE DEFINITION OF AN    
"ACQUIRING PERSON" UNDER THE RIGHTS AGREEMENT SO LONG AS IT DOES NOT OWN SHARES 
OF CLASS A STOCK OTHER THAN THOSE ACQUIRED IN CONNECTION WITH THE DEA           
 A    CQUISITION AND AS PROVIDED IN THE SHAREHOLDERS AGREEMENT.  AS A RESULT
OF THE AMENDMENT THE EXERCISABILITY OF THE PREFERRED STOCK PURCHASE RIGHTS OF   
THE HOLDERS OF CLASS A STOCK AND CLASS B STOCK CREATED UNDER THE RIGHTS         
AGREEMENT WAS NOT TRIGGERED.                                                    

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     ON SEPTEMBER 28, 1994, IN CONNECTION WITH COMPLETION OF THE COMPANY'S
ACQUISITION OF DEA FROM FINMECCANICA IN EXCHANGE FOR 3,450,000 SHARES OF CLASS A
STOCK OF THE COMPANY, FINMECCANICA ENTERED INTO A CREDIT SUPPORT AGREEMENT WITH 
THE COMPANY (THE "CREDIT SUPPORT AGREEMENT").  PURSUANT TO THE CREDIT SUPPORT   
AGREEMENT, FINMECCANICA ISSUED UNCONDITIONAL PAYMENT GUARANTEES ON SEPTEMBER 28,
1994 TO BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH, AND ISTITUTO BANCARIO SAN  
PAOLO DI TORINO, NEW YORK BRANCH, WITH RESPECT TO THEIR EXTENSION OF TWO THREE- 
YEAR TERM LOANS TO THE COMPANY IN THE AGGREGATE AMOUNT OF $25 MILLION BEARING   
INTEREST AT A FLOATING RATE OF LIBOR PLUS 0.60% WITH INTEREST PAYABLE QUARTERLY 
AND THE ENTIRE PRINCIPAL AMOUNT OF SUCH LOANS DUE ON SEPTEMBER 28, 1997.  THE   
COMPANY PAID FINMECCANICA A ONE-TIME FEE OF $800,000 UPON ENTERING INTO THE     
CREDIT SUPPORT AGREEMENT WITH FINMECCANICA.  IN THE EVENT FINMECCANICA IS       
REQUIRED TO PAY SUCH BANKS ANY AMOUNTS UNDER ITS GUARANTEES, SUBJECT TO THE     
PRIOR REPAYMENT BY THE COMPANY OF ANY AMOUNTS DUE IN RESPECT OF CERTAIN SENIOR  
INDEBTEDNESS (AS DEFINED IN THE CREDIT SUPPORT AGREEMENT), FINMECCANICA WILL BE 
ENTITLED TO REIMBURSEMENT FROM THE COMPANY OF ANY SUCH AMOUNTS PAID BY          
FINMECCANICA UNDER ITS GUARANTEES.     THE AGREEMENT PROVIDES THAT AS LONG AS   
THE FINMECCANICA GUARANTEES REMAIN OUTSTANDING, THE COMPANY WILL NOT, WITH      
CERTAIN EXCEPTIONS, CREATE ANY LIENS ON THE ACCOUNTS RECEIVABLE OR INVENTORY OF 
DEA S.P.A. OR ITS SUBSIDIARIES OR PERMIT DEA S.P.A. AND ITS SUBSIDIARIES TO HAVE
ANY DEBT TO ANY OTHER FINANCIAL INSTITUTIONS OTHER THAN CERTAIN PERMITTED       
INDEBTEDNESS.  IN CONNECTION WITH ENTERING INTO THE CREDIT SUPPORT AGREEMENT,   
DEA S.P.A. ALSO FURNISHED A GUARANTEE TO FINMECCANICA, SUBORDINATED TO THE      
INTEREST OF FOOTHILL CAPITAL CORPORATION    ,        A PRINCIPAL TERM LENDER TO 
THE COMPANY    UNDER A $25 MILLION REVOLVING LINE OF CREDIT AGREEMENT WITH THE  
COMPANY.                                                                        

      FOLLOWING ITS ACQUISITION BY THE COMPANY, DEA CONTINUES TO BE A LESSEE
UNDER    A     LEASE AGREEMENT WITH THE ELSAG BAILEY DIVISION OF FINMECCANICA   
WITH RESPECT TO DEA'S PRINCIPAL    HEADQUARTERS FACILITY     LOCATED IN         
MONCALIERI, ITALY AND THE DEA SALES AND SUPPORT FACILITY IN MADRID, SPAIN.  THE 
LEASE OF THE ITALIAN PROPERTY EXPIRES ON DECEMBER 31, 1997, AND THE MINIMUM     
ANNUAL RENT UNDER SUCH LEASE IS APPROXIMATELY LI   T.     1,400 MILLION OR      
APPROXIMATELY $840,000   , SUBJECT TO ADJUSTMENT AS PROVIDED IN THE LEASE    .  
THE LEASE OF THE SPANISH PROPERTY EXPIRES ON JANUARY 4, 1998 AT AN ANNUAL RENT  
OF PESETAS 30,600 MILLION OR APPROXIMATELY $200,000.  THE COMPANY BELIEVES THAT 
THE TERMS OF SUCH LEASES HAVE BEEN AND WILL BE COMPARABLE TO THOSE WHICH COULD  
BE OBTAINED FROM THIRD PARTIES.                                                 

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      THE DEA ACQUISITION AGREEMENT PROVIDES THAT FOR A PERIOD OF FIVE YEARS
AFTER THE CLOSING DATE OF THE DEA ACQUISITION, NEITHER FINMECCANICA NOR ANY OF  
ITS AFFILIATES WILL DIRECTLY OR INDIRECTLY ACQUIRE MORE THAN A 20% OWNERSHIP    
INTEREST IN ANY BUSINESS, VENTURE OR ACTIVITY WHICH COMPETES WITH THE METROLOGY 
BUSINESS RELATING TO COORDINATE MEASURING MACHINES (INCLUDING PARTS AND         
ACCESSORIES) BEING CONDUCTED OR PROPOSED TO BE CONDUCTED BY DEA AT THE CLOSING  
DATE OF THE DEA ACQUISITION OR RELATING TO METROLOGY PRODUCTS PERFORMING        
FUNCTIONS SIMILAR TO THOSE OF THE PRODUCTS MANUFACTURED AND SOLD BY DEA. THESE  
NON-COMPETITION PROVISIONS WILL TERMINATE IF BROWN & SHARPE NO LONGER OWNS A    
GREATER THAN 50% OWNERSHIP INTEREST IN DEA. FINMECCANICA WILL NOT BE IN BREACH  
OF THE NON-COMPETITION PROVISION OF THE DEA ACQUISITION AGREEMENT IF IT OR ANY  
OF ITS AFFILIATES ACQUIRES OR INVESTS IN ANY COMPANY WHICH INCLUDES AMONG ITS   
BUSINESS OPERATIONS THE MANUFACTURE AND SALE OF METROLOGY PRODUCTS PERFORMING   
FUNCTIONS SIMILAR TO THOSE OF THE PRODUCTS MANUFACTURED AND SOLD BY DEA TO THE  
EXTENT THAT SALES OF SUCH PRODUCTS CONSTITUTE ONLY AN IMMATERIAL PORTION OF THE 
TOTAL REVENUES OF THE ACQUIRED BUSINESS. IN THE DEA ACQUISITION AGREEMENT,      
FINMECCANICA HAS REPRESENTED TO BROWN & SHARPE THAT IT HAS NO PRESENT INTENTION 
OF ACQUIRING ANY SUCH COMPANY.                                                  

THE DEA ACQUISITION AGREEMENT PROVIDES THAT BROWN & SHARPE AND  
FINMECCANICA WILL, FOR THE PERIODS SPECIFIED IN THE DEA ACQUISITION AGREEMENT,  
NONE OF WHICH ARE SHORTER THAN 21 MONTHS AFTER THE CLOSING OF THE DEA           
ACQUISITION, INDEMNIFY EACH OTHER AGAINST UP TO $10.0 MILLION (LESS THE FIRST   
$500,000) RESULTING FROM THE INACCURACY OF REPRESENTATIONS AND WARRANTIES       
COVERING MATTERS RELATING TO THE RESPECTIVE BUSINESS, FINANCIAL STATEMENTS,     
MATERIAL CONTRACTS, COMPLIANCE WITH LAW AND OTHER ITEMS CUSTOMARY IN            
TRANSACTIONS OF THIS TYPE), BREACH OF NON-FULFILLMENT OF ANY AGREEMENT OF       
COVENANT CONTAINED IN OR REQUIRED TO BE ENTERED INTO IN CONNECTION WITH THE DEA 
ACQUISITION AGREEMENT AND CERTAIN ENVIRONMENTAL AND TAX CLAIMS, IF ANY.         
FINMECCANICA WILL ALSO INDEMNIFY BROWN & SHARPE FOR THE AMOUNT BY WHICH CERTAIN 
OF THE LIABILITIES OF DEA EXCEEDS LIMITS PROVIDED FOR IN THE PURCHASE PRICE     
PROVISIONS OF THE DEA ACQUISITION AGREEMENT.                                    

EXCEPT FOR THEIR RELATIONSHIP TO FINMECCANICA BY VIRTUE OF THEIR
EXECUTIVE POSITIONS WITH SUCH COMPANY OR ITS AFFILIATES, NEITHER OF    MR.      
ALBARETO, WHO IS A NOMINEE FOR ELECTION TO OFFICE,    OR MESSRS.        
  CANNATELLI OR DE BENEDICTIS   , WHO ARE CONTINUING DIRECTORS,     HAVE ANY
DIRECT OR INDIRECT INTEREST IN ANY OF THE FOREGOING TRANSACTIONS.               

GENERAL INFORMATION 
RELATING TO THE BOARD OF DIRECTORS

The Board of Directors, which held five regular and nine special
meetings in 1994, maintains a standing Executive Committee, composed of Messrs. 
Sharpe, Jr., Stuber, Tregurtha and de Benedictis, which has substantially all of
the powers and authority of the Board of Directors when the full Board is not in
session.  The Executive Committee did not meet in 1994.  The Board of Directors 
also maintains standing committees on audit ("Audit Committee"), corporate      
development ("Corporate Development Committee") and compensation ("Salary       
Committee"), each of which is composed exclusively of non-employee Directors.   
The Board does not have a standing Nominating Committee.  During 1994, each of  
the Directors attended 75% or more of the aggregate number of meetings of the   
Board and of the committees on which he sat.                                    

The Audit Committee, whose members are Messrs. Boss, Fuguet, and
Sharpe, III, recommends to the Board of Directors, for approval by the          
stockholders, the appointment of a firm of independent certified public         
accountants to audit the Company's financial statements.  The Audit Committee   
also meets with the independent auditors and the Company's Chief Financial      
Officer to review the scope and results of the audit, the scope of audit and    
non-audit services and the range of audit and non-audit fees, and any proposed  
changes in accounting policies, practices, or procedures, including those       
relating to the Company's internal accounting controls, to review the Company's 
financial statements to be included in the Company's Annual Report to           
Stockholders and other related matters. The Audit Committee met twice in 1994.  

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      The Corporate Development Committee, whose members are Messrs. Nelson,
Fuguet and Tregurtha, considers matters concerning the relationship between the 
Company and its stockholders, including offers to purchase outstanding Company  
stock, acquisition proposals, and other matters which could affect the existence
of the Company as an independent company or otherwise affect the control of the 
Company.  The Corporate Development Committee did not hold any meetings in 1994.

The Salary Committee, whose members are Messrs. Boss, Nelson and
Tregurtha, performs a periodic review of the appropriate salaries and           
compensation plans for the Executive Officers and other key management personnel
of the Company and administers the Amended Profit Incentive Plan and the 1989   
Equity Incentive Plan.  The Salary Committee met six times in 1994.  See        
"Compensation Committee Report"    herein    .                                  

   As compensation for services rendered during 1994, the Company paid
each non-employee Director an annual retainer of $10,000 (except the Chairman of
the Board, who was paid $15,000), a fee of $800 for each Board meeting attended,
a fee of $400 for each teleconference meeting which lasted more than one-half   
hour in duration, and a fee of $500 for each Committee meeting attended ($200 if
held on the same day as a Board meeting).  Directors who are members of the     
Audit Committee also receive an additional $1,000 in their annual retainer fee. 

     Mr. Tregurtha has elected to defer 50% of his Director's fees under a
deferred stock equivalent unit contract with the Company dated September 3, 1987
pursuant to which all fees earned after that date were to be converted into     
deferred stock equivalent units based on the market value of the Company's stock
on each fee payment date.  Under such contract dividend equivalents in amounts  
and timing equal to any cash dividends paid on the Company's outstanding stock  
are similarly converted into additional stock equivalent units.  The Company    
paid no cash dividends on its stock in 1994.  Mr. Tregurtha's contract matures  
on October 1, 2005 or the earlier date of death or other termination of Mr.     
Tregurtha as a Director.  The contract was amended in 1992 to provide that fee  
amounts deferred after May 1, 1991 (including any dividend equivalent amounts)  
shall be payable on maturity only in cash, with amounts deferred prior to such  
date payable in cash or shares.                                                 

 The law firm of Ropes & Gray, Boston, Massachusetts, of which Mr.
Fuguet is a partner, has provided legal services to the Company since 1957.     

EXECUTIVE COMPENSATION

I.  SUMMARY COMPENSATION TABLE                                                  

    The following table sets forth the annual and long-term compensation
for the Company's Chief Executive Officer and the four other highest-paid       
Executive Officers whose earned compensation exceeded $100,000 in 1994 for each 
person during each of the Company's last three fiscal years:                    

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                                                        [Enlarge/Download Table]

                                                                              Long-Term Compensation Awards                       
                                                                          ------------------------------------                    
                                   Annual Compensation                               Awards   Pay-outs                            
                           --------------------------------------                    ------   --------                            
(a)                        (b)      (c)            (d)          (e)          (f)          (g)           (h)         (i)           
                                                                Other      Restricted    Securities                               
                                                                Annual       Stock       Underlying                All Other      
     Name and                                                   Compen-     Award(s)     Options/     LTIP Pay-     Compen-       
Principal Position         Year  Salary($)/(4)/  Bonus($)/(4)/  sation ($)    ($)/(7)/   SARs (#)      outs ($)    sation ($)/(4)/
------------------         ----  --------------  ------------  ---------- -----------   ----------   ---------    --------------- 
                                                                                                                                  

Fred M. Stuber             1994      320,742      19,000            --         --         40,000        --       31,125/(1)/      
  President and CEO        1993      285,811      50,000            --         --           --          --       28,009/(1)/      
                           1992      286,245          --            --       305,900        --          --       29,314/(1)/      
Charles A. Junkunc         1994      190,000      19,000            --        39,000      25,000        --       21,247/(5)//(6)/ 

  Vice President and       1993      178,369      46,720            --         --           --          --        7,719/(5)/      
  Chief Financial Officer  1992      111,154      51,000         52,509/(2)/ 144,000        --          --      144,803/(3)/      
Richard F. Paolino         1994      190,000      19,000            --         --         25,000        --       20,854/(5)//(6)/ 

  Vice President -         1993      178,369      42,473            --         --           --          --       15,532/(5)/      
  Measuring Systems        1992      175,231          --            --       191,900        --          --           --           
Antonio Aparicio           1994      216,962      16,500            --        26,000      25,000        --       18,904/(1)/      
  Vice President -         1993      182,601      41,376            --         --           --          --       15,209/(1)/      
  Precision Measuring      1992      168,937          --            --       152,000        --          --       14,721/(1)/      
  Instruments                                                                                                                     
                           1994      119,592       8,250            --         --         15,000       --            --           
C. John Cooke              1993      110,903      22,134            --         --           --         --            --           
  Vice President-          1992      107,923          --            --       152,000        --         --            --           
  Custom Metrology                                                                                                                

----------------------------                                                    

/(1)/ Contributions to Tesa SA retirement plan for Messrs. Stuber and           
Aparicio.                                                           

/(2)/ Reimbursement for payment of taxes in connection with certain relocation  
     payments made to the Executive Officer, whose employment with the Company
commenced on April 24, 1992.                                        

/(3)/ Amounts paid to Executive Officer and third-party relocation              
service in connection with the Executive Officer's relocation.      

/(4)/ Amounts converted from Swiss franc equivalent with respect to Messrs.     
  Stuber and Aparicio for 1994, 1993 and 1992 at the average U.S. dollar
exchange rates of $.7332, $.6759 and $.7102, respectively, and from 
      British pound equivalent with respect to Mr. Cooke for 1994, 1993 and 1992
      at the average U.S. dollar exchange rates of $1.5332, $1.4987 and $1.7863,
respectively.                                                       

/(5)/ Value of 1993 and 1994 year-end Company contributions to the named        
     Executive Officers' SARP (4% cash contribution) and ESOP (2% in shares of
     Class A Stock) and with respect to Mr. Junkunc for 1993 reflects eligible
wage participation for approximately six months.                    

/(6)/    Includes an amount of $6,937 and $6,629, respectively, for Messrs.     
     Junkunc and Paolino representing benefits in excess of limitat    io   ns
on Company contributions to the named executives'     SARP and ESOP 
  accounts by the Internal Revenue Code credited to an unfunded deferred
 compensation retirement plan account under the Supplemental Executive
Retirement Plan maintained by the Company.                          

/(7)/    The table indicates the dollar value at the date of the award of       
     restricted stock.     The following table sets forth information relating
      to unvested restricted stock awarded to and held by the Executive Officers
listed in the foregoing table:                                      

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                                                                [Download Table]

                    Total Number Restricted    Aggregate Market Value  
                    Unvested Shares Held     Restricted Unvested Shares
     Name           as of Fiscal Year-End*   Held as at Fiscal Year-End
     ----           -----------------------  --------------------------
                                                                       
Fred M. Stuber            24,150                    $159,993           
Charles A. Junkunc        18,000                     119,250           
Richard F. Paolino        15,150                     100,368           
Antonio Aparicio          16,000                     106,000           
C. John Cooke             16,000                     106,000           

* The awards to Messrs.    Stuber, Paolino        and Cooke     were made in    
1992 and awards to Messrs. Junkunc and Aparicio were made in 1992 and 1994. 
  Restrictions lapse ratably over five (5) years from the date of award with 25%
of the shares awarded vesting two years and three years, respectively, after
such date and the remaining 50% of the shares vesting five (5) years after  
 such date. The Company in 1991 omitted and has not reinstated its dividend on
its Class A Stock; however, should it be reinstated, dividends would be paid
on the restricted stock reported. At December 30, 1994 the closing market   
price of the Company's shares of Class A Stock was $6.625 per share.        

OPTIONS AND STOCK APPRECIATION RIGHTS 

II.  OPTIONS/SAR GRANTS IN LAST FISCAL YEAR                                     

Under the provisions of the Company's 1989 Equity Incentive Plan
("EIP"), a variety of stock and stock-based awards   , performance cash         
awards     and related benefits, including stock options and stock appreciation 
rights ("SARs"), may be awarded to Executive Officers and other key employees of
the Company and its subsidiaries. Any options previously awarded and remaining  
outstanding under the Company's Amended 1973 Stock Option Plan (the "'73 Plan"),
which plan terminated on April 26, 1989, are subject to being exercised by      
recipients and are included   , if applicable,     in the amounts set forth in  
Table III on page 14. The following table sets forth stock options granted to   
Executive Officers under the EIP. No options were exercised by such persons     
during the year, and no SAR was exercised since no SARs have been granted at any
time under the Company's EIP.                                                   

Option/SAR Grants in Last Fiscal Year 
------------------------------------- 

                                                        [Enlarge/Download Table]

                                                                                       Potential Realizable Value  
                                                                                       at Assumed Annual Rates of  
                                                                                       Stock Price Appreciation for
                                    Individual Grants                                         Option Term/(2)/     
                           --------------------------------                            ----------------------------
(a)                              (b)               (c)          (d)          (e)           (f)            (g)      
                           # of Securities      % of Total                                                         
                              Underlying       Options/SARs  Exercise                                              
                            Options/ SARs       Granted to    or Base      Expira-                                 
                             Granted/(1)/      Employees in    Price        tion                                   
Name                           (#)              Fiscal Year   ($/Sh)        Date           5% ($)         10%($)   
----                       ---------------     ------------  --------  --------------      -------       ----------
                                                                                                                   
F. Stuber                       40,000            27.5         6.50       3-25-04          163,512       414,373   
C. Junkunc                      25,000            17.2         6.50       3-25-04          102,195       258,983   
R. Paolino                      25,000            17.2         6.50       3-25-04          102,195       258,983   
A. Aparicio                     25,000            17.2         6.50       3-25-04          102,195       258,983   
C. Cooke                        15,000            10.3         6.50       3-25-04           61,317       155,389   
    All current Executive      145,000                                                                             
  Officers as a Group                                                                                              
All Employees, includ-          none                                                                               
ing all current Officers                                                                                           
who are not Executive                                                                                              
Officers                                                                                                           

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       /(1)/ There were no SARs granted to any of the Executive Officers named
in the table in 1994.                               

      /(2)/ The potential realizable values represent future opportunity and
  have not been reduced to present value in 1994 dollars. The dollar
   amounts included in these columns are the result of calculations at
       assumed rates set by the SEC for illustration purposes, and these rates
       are not intended to be a forecast of the common stock price and are not
      necessarily indicative of the values that may be realized by the named
Executive Officer. The potential realizable values are based on 
        arbitrarily assumed annualized rates of stock price appreciation of five
        and ten percent over the full ten-year-term of the options. For example,
        in order for the persons named in the table who received options with an
     exercise price of $6.50 per share to realize the potential values set
     forth in the five and ten percent columns, the price per share of the
 Company's Class A Stock would have to be approximately $10.58 and
$16.86, respectively.                                           

III.  OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE                             

     The following table summarizes options and SARs exercised during 1994
and presents the value of unexercised options and SARs held by the named        
Executive Officers at fiscal year-end:                                          

Aggregated Options/SAR Exercises in Last Fiscal Year and Fiscal Year-End
------------------------------------------------------------------------
Option/SAR Values 
----------------- 

                                                        [Enlarge/Download Table]


(a)                          (b)           (c)           (d)          (e)                          
                                                      Number of Securities     Value of Unexercised
                                                     Underlying Unexercised        In-the-Money    
                                                        Options/SARs at          Options/SARs at   
                                                      Fiscal Year-End (#)      Fiscal Year-End ($) 
                            Shares                                                                 
                         Acquired on      Value         Exercisable (E)/         Exercisable (E)/  
Name                     Exercise (#)  Realized ($)     Unexercisable (U)        Unexercisable (U) 
----                     ------------  ------------     -----------------        ----------------- 
                                                       (E)          (U)          (E)           (U) 
                                                       ---          ---          ---           --- 
                                                                                                   
Fred M. Stuber               None          --         80,000        --       $    5,000         -- 
Charles A. Junkunc           None          --         25,000        --       $    3,125         -- 
Richard  F. Paolino          None          --         49,332        --       $    3,125         -- 
Antonio Aparicio             None          --         25,000        --       $    3,125         -- 
C. John Cooke                None          --         15,000        --       $    1,875         -- 
All current Executive        None                                                                  
Officers as a Group                                                                                
All Employees, includ- None                                                                        
ing all current Officers                                                                           
who are not Executive                                                                              
Officers                                                                                           

COMPENSATION COMMITTEE REPORT 

    The Salary Committee of the Board of Directors (the "Committee")
presents its report on executive compensation    for the year 1994    .  The    
Committee is composed of three outside Directors of the Company, Messrs. Boss,  
Nelson and Tregurtha,    who have no interlocking relationships within the      
meaning of regulations of the Securities and Exchange Commission,     and is    
responsible for reviewing and establishing the compensation of the Company's    
Executive Officers.  The Committee reports these actions to the Board of        
Directors.  The Committee also administers the Company's cash bonus and stock-  
based award plans, the Amended Profit Incentive Plan and the 1989 Equity        
Incentive Plan, respectively, which plans have been approved by the Company's   
stockholders.                                                                   

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Compensation Policy                                                             
-------------------                                                             

       The Committee has developed an executive compensation structure and
specific compensation plans which are designed to attract talented individuals, 
reward superior achievement and create incentives for long-term tenure and      
performance with a view towards enhancing corporate performance and thus        
shareholder value.  The Committee strives to base executive compensation on a   
combination of individual and corporate performance, consistent with the        
ability to attract and retain a capable management team.  The result is a       
compensation package    intended to be competitive in the capital equipment     
industry within which the Company operates     for each Executive Officer and   
senior employee which    includes three components:     a base salary combined  
with the opportunity to earn significant near-    or mid-    term performance   
cash bonuses and long-term stock-based incentives to link executive and         
shareholder interests.                                                          

Components of Executive Compensation                                            
------------------------------------                                            

        Base Salary. Under the Committee's guidance, the base salary of each
of the Company's Executive Officers is set through a combination of market      
forces and an objective evaluation of the position's value    and is reviewed   
annually    .  The salaries of Messrs. Stuber and Junkunc, who assumed their    
current positions on January 1, 1991 and April 24, 1992, respectively, were     
fixed    at the time     in part through individual negotiation and    were     
    consistent with the general salary range for comparable positions at similar
size U.S. companies within the industry.  The salaries of other executives and  
senior employees, while also a function of market pricing, have been established
by reference to a position evaluation system prepared by an outside consulting  
firm and used by industrial companies to measure position responsibility and    
value.                                                                          

       Short-Term Performance Bonuses.  Under the Company's Amended Profit
Incentive Plan ("PIP"), Executive Officers are eligible to receive an annual    
cash bonus of up to a specified percentage (generally 40% to 60% for Executive  
Officers) of base salary.  At the beginning of each fiscal year, the Committee  
establishes for each executive a maximum aggregate percentage bonus opportunity,
which is comprised of separate bonus categories tied to the satisfaction of a   
specified, largely quantitative formula of corporation goals (e.g.,             
profitability    and cash flow    ), divisional goals (e.g.,    profitability   
and     cash flow and inventory levels), and personal goals (e.g., achievement  
of specific objectives).  In order to assure that the PIP would effectively     
encourage and reward superior performance, the Committee, in 1993    and again  
in 1995    , simplified the number of specific performance targets comprising   
the overall formula to focus their content on promoting cross-divisional and    
intra-Company cooperation.  In addition, up to 40% of certain executives' annual
bonuses, including    up to     40   % for     the Chief Executive Officer, were
independent of the target formula and instead were subject to award at the      
discretion of the Committee.                                                    

 Long-Term Incentive Awards.    The third primary component of
executive compensation is the 1989 Equity Incentive Plan ("EIP"), pursuant to   
which the Company may make awards of stock options, restricted stock   ,        
performance cash awards     and other stock-based awards.  Restricted stock and 
stock options align the interests of management    most closely     with those  
of the Company's Shareholders.  Restricted stock also provides management with  
greater compensation per share awarded than do options--a desirable feature in  
assembling a competitive overall compensation package.  These attributes, as    
well as the five-year vesting schedule, are expected to provide significant     
incentives both for superior performance and to encourage the executives to     
remain with the Company through a difficult operating period.  Finally, the EIP 
permits the accomplishment of     these objectives    (except where cash  
awards are used)     with potential advantageous tax and accounting treatment   
for the Company and the employee as compared to cash awards.     While cash     
performance awards have not previously been granted under the EIP, the Committee
is considering using mid-term cash performance awards as a supplement to longer-
term stock-based awards under the EIP.  Recognizing the importance of longer-   
term stock-based awards to the alignment of the interests of management with    
those of the stockholders, particularly following the 1994 acquisitions of DEA  
and Roch and the "turn-around nature" of the Company's current operating        
situation, the Committee believes it is                                         

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appropriate to use mid- and longer-term stock-based awards in order to provide  
the Executive Officers with a significant incentive stake in the Company's      
future.                                                                         

       The Committee views the stock-based awards it made in early 1994 to
Executive Officers (discussed below) as the first part of its program to make   
significant mid- and longer-term incentive awards to the Executive Officers,    
including the new President and Chief Executive Officer when selected by the    
Board of Directors later this year, as an incentive to their achieving          
satisfactory financial results for the Company.                                 

1994 Compensation of Chief Executive Officer                                    
--------------------------------------------                                    

      During 1994, the Committee made no adjustment to Mr. Stuber's base
salary which, at the specified contractual currency exchange rate, resulted in  
1994 base salary payments (as stated in terms of U.S. dollars) of $320,742.  Mr.
Stuber's base salary had been raised 5% in mid-1993.  The annual base salary for
Mr. Stuber, who resides in Switzerland and performs most of his duties in       
Switzerland, is approximately 62% of the midpoint salary for a comparable Chief 
Executive Officer, based on a Swiss job survey furnished by the Company's       
compensation    consultant.                                             

         Mr. Stuber was awarded a cash bonus of $19,000 (approximately 5.9% of
1994 base salary) by the Committee under the provisions of the PIP Plan for     
individual performance in 1994.  Under PIP, since none of the corporate or      
divisional financial objectives were met, no cash awards were made under those  
provisions of PIP to Mr. Stuber (or any other Executive Officer).  In March     
1994, as part of grants to all Executive Officers prior to the negotiation of   
the DEA Acquisition, Mr. Stuber received a long-term stock option grant     in  
1994    of 40,000 shares under the EIP    , which are    exercisable.           

1994 Compensation of Other Named Executive Officers                             
---------------------------------------------------                             

          Base salary adjustments for the other Executive Officers listed in the
preceding tables were made by the Committee for the year 1994 based on generally
accepted techniques of job, individual performance and judgmental evaluation.   
Base salary for Messrs. Junkunc and Paolino was raised $12,000 (6.7%) for 1994. 
Base salaries for the other two Executive Officers in the tables were not       
adjusted (and increased amounts reported in U.S. dollars in the tables reflect  
devaluation of the U.S. dollar as compared to the Swiss franc and British       
pound    )   .  The other Executive Officers listed in the preceding tables were
awarded cash bonuses under PIP for 1994 individual performance of $19,000 for   
Messrs. Junkunc and Paolino, $16,500 for Mr. Aparicio and $8,250 for Mr. Cooke. 
No awards were made under PIP for 1994 with respect to corporate and divisional 
financial objectives, which were not met.                                       

         In making compensation decisions for senior executives, the Committee
gives important consideration to the reports it receives from its compensation  
consultants regarding national trends for comparable jobs in similar industries.
As a result, therefore, the Committee remains concerned that the Company's      
executive base salary levels continue to be more modest than it would like them 
to be.  The Company's mid- and long-term stock incentive plans were, and will   
have to continue to be for the foreseeable future, the Company's best answer to 
compensating for base salaries which must, for budgetary reasons, be below      
desired salary range midpoints.                                                 

   On March 25, 1994, prior to negotiation of the DEA Acquisition,
longer-term awards in the form of incentive stock option grants were made to six
Executive Officers of the Company under EIP.  Options for 40,000 shares were    
granted to Mr. Stuber, President and Chief Executive Officer (as described      
above), and options for 25,000 shares each to Messrs. Junkunc, Paolino and      
Aparicio; and 15,000 shares each to Messrs. Cooke and one other Executive       
Officer    , which are    exercisable.  On such date awards of restricted stock 
in the amount of 6,000 and 4,000 shares of Class A Stock, which vest ratably    
over a five-year period from the date of grant, were also made to Messrs.       
Junkunc and Aparicio, respectively.                                             

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     The amount of the stock-based awards was based in each case on an
evaluation by the Committee of an appropriate level for the Executive Officer,  
which evaluation took into account the overall responsibility of the Executive  
Officer and his ability to impact results and also the amount of stock-based    
awards previously made to each Executive Officer.  The Committee views these    
March 1994 stock-based awards as the first part of its program to make          
significant mid- and longer-term awards to the Executive Officers, including the
new President and Chief Executive Officer when selected later this year, as an  
incentive to their achieving satisfactory financial results for the Company.    

          Accordingly, the principal reason for the proposed increase of 500,000
shares of Class A Stock in the aggregate number of shares deliverable under the 
Company's 1989 Equity Incentive Plan, as proposed for stockholder approval in   
Item 2, is to have sufficient shares to make substantial stock-based awards,    
together with short- or mid-term cash awards (for each year in a three-year     
period) to the group of senior executives, principally the Executive Officers,  
who have the task of turning around the Company's financial performance         
following the acquisitions completed in 1994 and the Company's results over the 
last several years.  The Executive Officers expected to receive future stock-   
based and performance cash awards (the amounts of which have not been determined
by the Committee) under the 1989 Equity Incentive Plan as amended would include 
the person subsequently selected by the Board of Directors to serve as the      
Company's new President and Chief Executive Officer following Mr. Stuber's      
decision in February 1995 to resign these positions.                            

                                         Russell A. Boss, Chairman
                              John M. Nelson
                                 Paul R. Tregurtha

FOREIGN RETIREMENT PLANS

          Tesa SA ("Tesa"), one of the Company's principal foreign subsidiaries,
maintains a defined contribution retirement plan required by Swiss law, pursuant
to which benefits accrue on behalf of Messrs. Stuber and Aparicio annually in an
amount equal to a percentage (based on the executive's age) of annual           
compensation and under which interest accrues on accrued benefit amounts at a   
compound annual rate of 4%.  Upon retirement, the executive is entitled to      
receive an annual pension in an amount equal to 7.2% of the executive's total   
accrued benefits, and the estimated annual pension payable upon retirement at   
normal retirement age under such plan is $49,634 for Mr. Stuber and $99,416 for 
Mr. Aparicio.  In addition, Tesa sponsors a separate defined contribution plan  
pursuant to which the named Executive Officers and other key employees are      
eligible to receive a lump-sum payment upon retirement.  The estimated lump sums
payable upon retirement under this sponsored plan at normal retirement age are  
$258,940 and $335,691, respectively, for Messrs. Stuber and Aparicio (converted 
at the rate of $.7332 per Swiss franc).                                         

             Dr. C. John Cooke, Vice President-Custom Metrology Division, one of
the named Executive Officers in the Summary Compensation Table, is a participant
in the Brown & Sharpe Pension Plan covering the Company's U.K. employees.  Dr.  
Cooke, who is designated a "Special Member" of the Plan which entitles him to   
the highest retirement benefit under such Plan, is eligible to retire and       
receive pension benefits under the plan at age 60 on January 19, 1997.  Based on
an estimated total final average salary of (Pounds)84,500, length of service and
13 3/4 years' participation in the Plan, he would be eligible to receive an     
estimated final annual pension benefit net of any statutory     governmental    
social benefit of (Pounds)33,272     equivalent to approximately $51,012. 

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EMPLOYMENT, SEVERANCE AND OTHER AGREEMENTS

          The Company has an Employment/Severance Agreement dated March 14, 1988
with Richard F. Paolino, Vice President-Measuring Systems, which provides for a 
two-year term of employment, commencing upon the date of a change of control (as
defined for the purposes in the Agreement) of the Company.  The two-year term of
employment commenced on the occurrence of the acquisition by Finmeccanica S.p.A.
of shares of Class A Stock in connection with the acquisition    on September   
28, 1994     by the Company of DEA  S.p.A.  In general, it provides for salary, 
bonus, participation in employee benefit plans and other fringe benefits at     
rates at least equal to those in effect immediately prior to the Change of      
Control.  In the event his employment is terminated by the Company before the   
term expires (except for cause, as defined), Mr. Paolino is entitled to (i) the 
same rates of salary, bonus, benefits and fringes for the lesser of 12 months or
the number of months remaining in the two-year term of employment, which        
payments are subject to mitigation, and (ii) a lump sum equal to the sum of his 
highest annual base salary during the three-year period immediately preceding   
termination, the value of annual fringe benefits, and the highest cash bonus    
received during the prior three-year period.  Upon such termination, Mr. Paolino
is also entitled to limited continuation of certain employee welfare plans and  
accelerated vesting of any stock options or restricted stock.  For purposes of  
this agreement, Mr. Paolino's severance rights would also be triggered by a     
deemed termination following the change of control, which would include a       
reduction of employment compensation, benefits, position or responsibilities or 
relocation of the Company's principal executive offices. The payment and        
benefits will be reduced to the extent necessary to preserve their deductibility
to the Company for Federal income tax purposes and to avoid imposition of any   
"excess parachute payments" taxes under the Internal Revenue Code.  Mr. Paolino 
is subject to a covenant not to compete with the Company (as specified) during  
the two-year term of such employment and for the lesser of one-year or the      
balance  of the term of employment following any such termination.  The         
agreement also obligates the Company to pay legal fees incurred by Mr. Paolino  
to maintain his rights under the agreement and provides for letter of credit    
mechanics to carry this out.                                                    

   The Company also has an agreement with Charles A. Junkunc, Vice
President and Chief Financial Officer, who joined the Company on May 4, 1992, to
pay a severance amount to him equal to his annual salary in effect at the time  
of termination and to continue his basic employee benefits for a one-year period
in the event his employment with the Company is terminated for any reason.      
Under the agreement the Company will pay a bonus equal to the average of the    
bonus payments received by him during the three years (or such lesser period)   
prior to termination, pro rated according to the number of months of service    
during the year in which any termination occurs.  In addition,  Bonus payments  
of $51,000 for 1992 and $34,000 for 1993 were guaranteed pursuant to the        
agreement.  Upon any termination Mr. Junkunc, if requested by the Company, is to
provide consulting services to the Company for one year, with offsets against   
the payments to be made by the Company for any income received from other       
sources.                                                                        

STOCK PERFORMANCE GRAPH 

       The following graph sets forth information comparing the cumulative
total return to holders of the Company's Class A Stock over the Company's last  
five fiscal years    beginning at the market close on the last trading day      
before the beginning of the Company's fifth preceding fiscal year     (the      
"Measuring Period") with (1) the cumulative total return of the Standard &      
Poor's 500 Stock Index, and (2) the cumulative total return of the Standard &   
Poor's Machinery (Diversified) Index.  The yearly change in cumulative total    
return is measured by dividing (i) the sum of (a) the cumulative amount of      
dividends for each fiscal year, assuming dividend reinvestment, and (b) the     
change in share price between the beginning and end of the Measuring Period, by 
(ii) the share price at the beginning of the Measuring Period.                  

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[GRAPH APPEARS HERE]  

                                                                [Download Table]

                              Brown & Sharp        S&P 500        S&P Machinery
Date                              Index             Index             Index    
----                              -----             -----             -----    
                                                                               
12/29/89                            100               100               100    
12/31/90                       73.83804          96.83884          88.76608    
12/31/91                       67.37721          126.0344            98.924    
12/31/92                       49.84068          135.3301          109.0602    
12/31/93                       56.30151          148.5131          161.2158    
12/30/94                        48.9177          150.0091          153.5161    

ITEM 2
APPROVAL OF AMENDMENT   S     TO THE EQUITY INCENTIVE PLAN
INCREASING THE NUMBER OF SHARES AUTHORIZED
TO BE AWARDED AND DELIVERED THEREUNDER    AND 
LIMITING ANNUAL AWARDS TO EACH INDIVIDUAL     

       Subject to approval by the stockholders at the 1995 Annual Meeting,
the Board of Directors at its regular meeting held on February 15, 1995 approved
a proposal to amend the Company's 1989 Equity Incentive Plan (the "Plan") to    
increase by 500,000 shares the aggregate number of shares of Class A Stock of   
the Company which may be issued and delivered upon options, restricted stock    
awards or other stock-based awards granted to employees under the Plan and to   
limit to 300,000 shares the number of shares that any recipient could           
thereafter     be awarded in any calendar year pursuant to stock options  
granted under the Plan.  The Plan as originally approved by the stockholders at 
the April 28, 1989 Annual Meeting authorized the issuance of 225,000 shares of  
the Company's Class A Stock and was amended by the Board of Directors on        
February 21, 1992 and approved by the stockholders of the Company at the 1992   
Annual Meeting, to increase the number of shares authorized for delivery under  
the Plan by 150,000 shares for an aggregate of 375,000 shares of Class A Stock  
currently authorized for issuance.                                              

        As of March 16, 1995, incentive stock options for a total of 195,000
shares (net of forfeitures) of the Company's Class A Stock and restricted stock 
awards for a total of 118,400 shares of Class A Stock have been awarded under   
the Plan leaving 61,600 shares available for the granting of options, restricted
stock awards or other stock-based future awards under the Plan.  The Board of   
Directors believes that the number of shares remaining available for issuance   
under the Plan is insufficient to continue to fulfill the purposes of the Plan  
as originally approved by the stockholders and that the number of shares        
authorized for delivery thereunder should be increased to 875,000.              

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   The Board approved   , subject to stockholder approval,      an
amendment limiting to 300,000 the number of shares that may    thereafter     be
awarded in a stock option grant to an individual in any calendar year during the
remaining term of the Plan.  Recently enacted Section 162(m) of the Internal    
Revenue Code places limitations on the deductibility of compensation in excess  
of $1 million paid to the Chief Executive Officer and the four other most highly
compensated Executive Officers unless the compensation is performance based.    
For compensation attributable to stock options and stock appreciation rights to 
qualify as performance based, the plan under which they are granted must state a
maximum number of shares with respect to which options and rights may be granted
during a specified period.  The Board believes that the Company will benefit    
from this amendment by being able to deduct for income tax purposes any income  
realized by one of the designated Executive Officers in excess of $1 million    
upon the exercise of non-qualified stock option or stock appreciation right.    

The Directors believe that the Plan is an important means of
attracting, holding and motivating key employees of the Company and that the    
Plan is a necessary and integral part of the Company's overall management       
compensation program.     As noted under the heading "Compensation Committee    
Report" earlier in the Proxy Statement, the principal reason for the proposed   
increase in the aggregate number of shares deliverable under the Company's 1989 
Equity Incentive Plan, as proposed for stockholder approval in     this    Item 
2, is to have sufficient shares to make substantial stock awards, together with 
   mid   -term cash awards (for each year in a three-year period) to the group
of senior executives, principally the Executive Officers, who have the task of  
turning around the Company's financial performance following the acquisitions   
completed in 1994.  The group of Executive Officers to receive awards under the 
1989 Equity Incentive Plan would include the person subsequently selected to    
serve as the Company's new President and Chief Executive Officer following Mr.  
Stuber's decision     in February 1995    to resign these positions.  To date,  
cash performance awards have not been made under the 1989 Equity Incentive Plan,
but the Committee is considering that such awards would be an important part of 
the overall executive compensation program to be put into place later in        
1995     (the amounts of which have not been determined by the Committee)   .   
The foregoing proposed amendment   s     will make no change to the Plan
other than increasing the total number of shares authorized to be delivered     
under the Plan    and imposing a limit on annual grants of stock options.       

     Set forth below is a summary of the Plan as is now in effect.

        ADMINISTRATION; ELIGIBLE EMPLOYEES.  The Plan is administered by the
Salary Committee of the Board, consisting of no fewer than three persons        
appointed by and serving on the Board of Directors, all of the members of which 
Committee must be "disinterested persons" as that term is defined under rules   
promulgated by the Securities and Exchange Commission and all of whom are       
considered "outside directors" for purposes of Code Section 162(m) and the      
regulations, including proposed regulations, thereunder.  The Committee has full
power to, among other matters, select from among the employees eligible for     
awards, the individuals to whom awards will be granted, to make any combination 
of awards to any participants, to determine the specific terms of each grant,   
waive compliance with any term or condition of a grant, and, with the consent of
the employee, substitute one grant for another, subject to the provisions of the
Equity Incentive Plan.  Persons eligible to participate in the Equity Incentive 
Plan will be those employees of the Company or any of its subsidiaries who are  
in a position to make a significant contribution to the success of the Company  
or its subsidiaries, as selected from time to time by the Committee.  At March  
 1    6, 199   5     approximately 65 persons, including one Director and 11
other officers, were eligible to participate in awards under the Equity         
Incentive Plan.                                                                 

         STOCK OPTIONS.  The Plan permits the granting of options that qualify
as incentive stock options under the Internal Revenue Code ("incentive options" 
or "ISOs") and stock options that do not so qualify ("non-statutory options").  
The option exercise price of each option shall be determined by the Committee   
but shall not be less than 100% of the fair market value of the shares on the   
date of grant (110% in case of ISOs granted to a ten percent shareholder).      

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      The term of each option will be fixed by the Committee but may not
exceed ten years from the date of grant (five years in the case of an ISO       
granted to a ten percent stockholder).  The Committee will determine at what    
time or times each option may be exercised.  Options may be made exercisable in 
installments, and the exercisability of options may be accelerated by the       
Committee.  The Committee may, in its discretion, provide that upon exercise of 
an option, instead of receiving shares free from restrictions under the Equity  
Incentive Plan, the participant will receive shares of Restricted Stock or      
Deferred Stock awards.  Also, if the market price of the Common Stock subject to
an option exceeds the exercise price of the option at the time of exercise, the 
Committee may, in its discretion and upon request by an employee, cancel the    
option and pay to the employee an amount in cash equal to the difference between
the fair market value of the Common Stock which would have been purchased       
pursuant to the exercise (determined on the date the option is canceled) and the
aggregate exercise price which would have been paid.                            

         The exercise price of options granted under the Equity Incentive Plan
must be paid in full in cash or by check or other instrument acceptable to the  
Committee or   ,     if the terms of the option permit (or for a non-statutory  
option, if the Committee permits at or after the grant of the option), by shares
of Common Stock, which have been held for at least six months (unless the       
Committee approves in any instance a shorter period); by a promissory note      
payable on terms acceptable to the Committee   ;     by delivery of an          
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price; or by any combination of the
foregoing, provided that the par value must be paid in cash    or by     check  
or other instrument acceptable to the Committee.                                

        In the event of termination of employment by reason of retirement at
or after age 60 with the consent of the Company, total and permanent disability,
or death, an option will thereafter be exercisable until the date the option    
would have terminated if the participant had remained an employee or such       
earlier date    as may be     established by the Committee either at or after   
grant of the award.  If an optionee terminates employment by reason of          
retirement or total and permanent disability and thereafter dies while the      
option is still exercisable, the option will be exercisable until the date the  
option would have terminated if the participant had remained an employee or     
   such     earlier date    as may be     established by the Committee either at
or after grant of the award.                                                    

  If an optionee terminates employment for any reason other than
retirement, total and permanent disability or death, his or her options, to the 
extent then exercisable, will remain exercisable until the earlier of (i) the   
date which is three months after the date of termination    of employment     or
such later date as may be determined by the Committee either at or after grant  
of the Award; and (ii) the date on which the award would have terminated if the 
participant had remained an employee   .  However, if     employment was        
terminated for cause   ,     any awards    held by the optionee at the time of  
termination shall promptly expire    .                                          

         To qualify as incentive options, options must meet additional Federal
tax requirements, including limits on the value of shares subject to incentive  
options    that vest     annually    for     any participant, a shorter exercise
period after termination and    a     higher minimum exercise price in the case 
of certain large stockholders.                                                  

  STOCK APPRECIATION RIGHTS.  The Committee may also grant stock
appreciation rights, alone or in conjunction with options, entitling the holder 
upon exercise to receive an amount in any combination of cash or shares of      
unrestricted Common Stock, Restricted Stock, or Deferred Stock awards (as       
determined by the Committee), not greater in value than the increase since the  
date of grant in the value of the shares covered by such right.  Stock          
appreciation rights may be granted separately from or in tandem with the grant  
of an option.  In the case of stock appreciation rights granted in tandem with  
options, each stock appreciation right will be exercisable only at such time or 
times, and to the extent, that the related option is exercisable and will       
terminate upon the termination or exercise of any accompanying option.  The     
accompanying option will terminate upon the exercise of the related stock       
appreciation right.                                                             

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  In the event of the termination of an employee holding a stock
appreciation right, the exercisability of such right will be treated in the same
manner as a non-statutory option, such treatment being more fully described     
above.                                                                          

          RESTRICTED STOCK AND UNRESTRICTED STOCK.  The Committee may also award
shares of Common Stock subject to such conditions and restrictions as the       
Committee may determine ("Restricted Stock").  The purchase price of shares of  
Restricted Stock shall equal the par value of those shares.                     

         Recipients of Restricted Stock must accept an award within 60 days of
the grant of such award by written instrument and tender full payment, if any,  
in order to have any rights with respect to the Restricted Stock.  The Committee
may, at any time, accelerate the dates on which the restrictions will lapse or  
waive the restrictions.  Generally, shares of Restricted Stock are non-         
transferable, and if a participant who holds shares of Restricted Stock         
terminates employment for any reason except retirement prior to the lapse or    
waiver of the restrictions, the employee must resell to the Company the shares  
of Restricted Stock for the amount paid for such shares, or forfeit them to the 
Company if no cash was paid.  Prior to the lapse of restrictions on shares of   
Restricted Stock, the participant will have all rights of a stockholder with    
respect to the shares, including voting and dividend rights, subject only to the
conditions and restrictions generally applicable to Restricted Stock.           

         The Committee may also grant shares (at a purchase price equal to par
value) which are free from any restrictions under the Plan ("Unrestricted       
Stock"), in recognition of past services or in other circumstances where the    
Committee determines the grant to be in the best interests of the Company.      

      DEFERRED STOCK.  The Committee may also make deferred stock awards
under the Plan ("Deferred Stock Awards").  These are awards entitling the       
recipient to receive shares of Common Stock in one or more installments at a    
future date or dates, and on such conditions as    may be     determined by the 
Committee.  Except as otherwise specified in the grant or agreed to by the      
Committee, all such rights will terminate upon the participant's termination of 
employment.  The Committee may at any time accelerate the time at which delivery
of all or any part of the shares will take place.                               

     PERFORMANCE AWARDS.  The Committee may also grant awards based on
certain performance criteria ("Performance Awards") entitling the recipient to  
receive, without payment, shares of Common Stock or cash    performance awards  
  in such combinations as the Committee may determine.  Payment of the award
may be conditioned on achievement of individual, departmental or any other      
category of performance goals over a fixed or determinable period and such other
conditions as the Committee shall determine.  Except as otherwise specified in  
the grant or agreed to by the Committee, rights under a Performance Award will  
terminate upon a participant's termination of employment.                       

          Any conditions in any award may be waived or modified by the Committee
at any time prior to termination of employment.     Cash awards have not been   
made under the Plan.  However, as noted above, the Committee is considering a   
program of cash awards and stock options as incentives for the senior executives
who are responsible  for turning around the Company's financial performance.    

         LOANS.  The Company may make a loan to a participant ("Loan"), either
on the date of or after the grant of any award to the participant.  A Loan may  
be made either in connection with the purchase (whether upon exercise of an     
option or otherwise) of Common Stock under the award or with the payment of any 
Federal income tax with respect to income recognized as a result of the award.  
The Committee will have full authority to decide whether to make a Loan and to  
determine the amount, terms and conditions of the Loan, including the interest  
rate, if any, whether the Loan is to be secured or unsecured or with or without 
recourse against the borrower, the terms on which the Loan is to be repaid and  
the conditions, if any, under which it may be forgiven.  However, no Loan may   
have a term (including extensions) exceeding ten years in duration.             

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         SUPPLEMENTAL GRANTS.  In connection with any award the Committee may,
at the time such award is made or at a later date, provide for and grant a cash 
award to the participant ("Supplemental Grant") not to exceed an amount equal to
(1) the amount of any Federal, state and local income tax or ordinary income for
which the participant will be liable with respect to the award, plus (2) an     
additional amount on a grossed-up basis necessary to make the participant whole 
after tax, discharging all the participant's income tax liabilities arising from
all payments made in connection with awards.                                    

          DIVIDENDS AND DEFERRALS.  Except as specifically provided by the Plan,
the recipient of an award will not give a participant rights as a Shareholder;  
the participant will obtain such rights subject to any limitations imposed by   
the Plan or the instrument evidencing the award, upon the actual receipt of     
Common Stock.  The Committee may permit the immediate payment or the deferral or
investment of benefits in an amount equal to cash dividends which would have    
been paid if shares subject to an award had been outstanding at the time of     
payment of such dividends.  It may also permit participants to make elections to
defer receipt of benefits under the Plan.                                       

    ADJUSTMENTS FOR STOCK DIVIDENDS, MERGERS, ETC.  The Committee is
required to make appropriate adjustments in connection with outstanding awards  
and the maximum number of shares that may be delivered under the Plan to reflect
stock dividends, stock splits and similar events.  The Committee may also make  
such adjustments to take into account material changes in law or in accounting  
practices or principles, mergers, consolidations, acquisitions, dispositions, or
any similar corporate transactions, or any other event if it is determined by   
the Committee that adjustments are appropriate to avoid distortion in the       
operation of the Plan.                                                          

        NON-TRANSFERABILITY OF AWARDS.  No award (other than an award in the
form of an outright transfer of cash or Unrestricted Stock) may be transferred  
other than by will or by the laws of descent and distribution, and during an    
employee's lifetime an award requiring exercise may be exercised only by the    
participant (or in the event of incapacity, the person or persons legally       
appointed to act on the participant's behalf).                                  

     EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, AND TERMINATION.
Neither adoption of the Plan nor the grant of awards to a participant affects   
the Company's right to grant to such participant awards that are not subject to 
the Plan, to issue to such participant Common Stock as a bonus or otherwise, or 
to adopt other plans or arrangements under which Common Stock may be issued to  
employees.                                                                      

       The Committee may at any time discontinue granting awards under the
Plan.  The Board may at any time or times amend the Plan or any outstanding     
award for any purpose which may at the time be permitted by law, or may at any  
time terminate the Plan as to any further grants of awards, provided that       
(except to the extent expressly required or permitted by the Plan) no such      
amendment will, without the approval of the Stockholders of the Company)        
increase the maximum number of shares available under the Plan, change the group
of persons eligible to receive awards under the Plan, or extend the time within 
which awards may be granted.  No amendment or termination of Plan may adversely 
affect the rights of any participant (without the participant's consent) under  
any award previously granted.  Moreover, any amendment requiring Stockholder    
approval for purposes of satisfying any then applicable incentive stock option  
requirements under Federal tax law or the requirements of Rule 16b-3 under the  
Securities and Exchange Act of 1934 shall be subject to such Stockholder        
approval to the extent then required.  Currently, the incentive stock option    
regulations would require Stockholder approval for an increase in the maximum   
number of shares issuable pursuant to incentive options under the Plan or a     
modification in eligibility requirements under the Plan.  Rule 16b-3 requires   
such approval if the amendment materially increased benefits accruing to Company
Directors and Officers under the Plan, materially increased the number of       
securities issuable under the Plan or materially modified eligibility           
requirements under the Plan.                                                    

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        STOCK WITHHOLDING.  In the case of an award under which Common Stock
may be delivered, the Committee may permit the participant or other appropriate 
person to elect to have the Company hold back from the shares to be delivered   
for delivery to the Company, shares of Common Stock having a value sufficient to
satisfy any Federal, state, and local withholding tax requirements.             

        PAST SERVICE AS CONSIDERATION.  Where a participant purchases Common
Stock under an award for a price equal to the par value of the Stock, the       
Committee may determine that the price has been satisfied by past services      
rendered by the participant.                                                    

         CHANGE IN CONTROL PROVISIONS.  The Plan provides that in the event of
a "Change in Control" (as defined in the Plan): (a) each outstanding option and 
appreciation right will immediately become exercisable in full; (b) Restricted  
Stock will immediately become free of all restrictions and conditions; (c)      
conditions on other awards which relate solely to the passage of time and       
continued employment will be removed but other conditions will continue to apply
unless otherwise provided in the instrument evidencing the awards or by         
agreement between the Company and the participant; and (d) unless otherwise     
provided in the award, during the 60-day period following the Change in Control,
a participant holding an option or an appreciation right will have the right to 
surrender all or part of his or her award to the Company and receive cash       
payment equal, in general, to the difference between (i) the exercise price and 
(ii) the value of the stock determined by reference to the highest reported     
value of the stock in the 60-day period ending on the date of the Change in     
Control or, if higher, the highest price paid for the stock by certain persons  
described in the definition of the term Change in Control.  The issue of shares 
to Finmeccanica S.p.A. in connection with the DEA acquisition did not constitute
a change in control under the EIP.                                              

FEDERAL INCOME TAX EFFECTS                                                      

       In general, neither the grant or the exercise of an incentive stock
option will result in taxable income to the option holder or a deduction to the 
Company.  However, option holders exercising incentive stock options may become 
subject to the alternative minimum tax by reason of that exercise.              

        If the stock received upon the exercise of an incentive stock option
is held for at least two years from the date of grant and at lease one year     
after the date of exercise, any gain or loss recognized upon the disposition of 
the stock will be considered long-term capital gain or loss and will be taxed   
accordingly.  If shares received upon exercise of an incentive stock option are 
disposed of before the holding period requirements described above have been    
satisfied (a "disqualifying disposition"), the option holder will realize       
ordinary income and the Company will be entitled to a deduction, equal in       
general to the difference between the option price and the value of the stock on
the date of exercise.  The amount of ordinary income realized on a disqualifying
disposition may be limited when the stock is sold for less than its value on the
exercise date.  Incentive options granted to an optionee will be treated for    
Federal income tax purposes as non-statutory options (see below) to the extent  
the aggregate value (determined as of the time of grant) of the stock for which 
the options first become exercisable in any calendar year exceeds $100,000.     

          In the case of non-statutory options, no income results upon the grant
of the option.  When an option holder exercises a non-statutory option, he or   
she will realize ordinary income, subject to withholding, equal in general to   
the excess of the then-fair market value of the stock over the option price.    
The Company will in general be entitled to a deduction equal to the amount of   
ordinary income realized by the optionee, provided the Company satisfies certain
withholding and reporting requirements.                                         

         Special rules will apply in the case of officers or directors subject
to the short-swing profit limitations of Section 16(b) of the Securities        
Exchange Act of 1934, as amended (the "Exchange Act"), who exercise options     
within six months of the grant of those options.                                

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        Section 162(m) of the Internal Revenue Code limits to $1 million the
deduction a public corporation may claim with respect to the remuneration paid  
in any year to any of the corporation's top five officers.  The deduction       
limitation is subject to a number of important exceptions, including an         
exception for so-called "performance-based" compensation.  It is anticipated    
that options granted under the Plan     as proposed to be amended    will be    
eligible for an exception from the $1 million deduction limitation.  However,   
final regulations under Section 162(m) have not yet been issued.                

    The Internal Revenue Code also imposes a 20% additional tax, and
denies a deduction, where remuneration paid in connection with a change in      
control exceeds specified limits.  In determining whether these limits have been
exceeded, options that vest upon a change in control of the Company may be taken
into account.                                                                   

       The foregoing summary is limited to Federal income tax consequences
and does not purport to be a complete description of those taxes.               

VOTE REQUIRED FOR APPROVAL.                                                     

        Approval of the Amendment   s     described above to the 1989 Equity
Incentive Plan will require    the affirmative vote of the holders     of the   
shares of Class A Stock and Class B Stock voting together as a single class     
representing a majority of the votes cast on the proposal    .  The       
amendment   s     shall become effective upon Stockholder approval thereof.     

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSED AMENDMENTS TO THE 1989 EQUITY INCENTIVE PLAN.                          

ITEM 3
RATIFICATION OF APPOINTMENT 
OF
INDEPENDENT ACCOUNTANTS 

The Board of Directors, upon the recommendation of the Audit
Committee, has appointed the firm of Ernst & Young    L.L.P.     as the         
Company's independent accountants for fiscal 1995, subject to approval by the   
stockholders.  In the event the stockholders do not ratify the selection of     
Ernst & Young, the Board of Directors will consider the selection of another    
accounting firm to serve as the Company's independent accountants.  Neither     
Ernst & Young  nor any of its partners has any direct or indirect financial     
interest in or any connection (other than as independent auditor) with the      
Company or any subsidiary.  Coopers & Lybrand L.L.P. has acted as the Company's 
independent accountants for the past two fiscal years.  The Audit Committee of  
the Board, upon the recommendation of management and after consideration of     
  various factors, including     presentation   s     made to the Committee by
Ernst & Young    and Coopers & Lybrand     outlining the    respective          
   scope   s     and cost   s     of audit and non-audit services they propose
to make available to the Company, has recommended to the Board at its regular   
meeting held on February 15, 1995 and the Board unanimously approved, subject to
ratification of the stockholders, that Ernst & Young be appointed to replace    
Coopers & Lybrand as the Company's independent accountants for 1995.  Coopers & 
Lybrand's report on the Company's financial statements for the past two fiscal  
years did not contain any adverse opinion or a disclaimer of opinion nor were   
such statements qualified or modified as to uncertainty, audit scope or         
accounting principles.  During the Company's two most recent fiscal years and   
interim period subsequent to completion of the most recent fiscal year, the     
Company believes there were no disagreements with Coopers & Lybrand preceding   
the effective date of their dismissal on any matter of accounting principles or 
practices, financial statement disclosure or auditing scope                     

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of procedure which were not resolved to the satisfaction of Coopers & Lybrand.  
Coopers & Lybrand has delivered a letter to the Securities and Exchange         
Commission and the Company confirming the foregoing statements.                 

    Ernst & Young is a well recognized firm of independent certified
public accountants of long-standing reputation in the accounting profession and 
is one of the so-called "big six" firms of international certified public       
accounting firms.  The firm has extensive experience auditing the accounts of   
some of the largest publicly owned industrial companies in the world and        
possesses extensive domestic and foreign resources in all of the countries in   
which the Company has its major operations.  In addition, the firm's Italian    
affiliated partnership, Reconta Ernst & Young, have been for the past three     
years the auditors for DEA S.p.A., which now comprises a significant portion of 
the Company's business operation since its acquisition from Finmeccanica S.p.A. 
in September of 1994 and accordingly possesses significant knowledge and        
understanding of the accounting policies, practices and procedures affecting    
that operation.  Although the Company has generally been satisfied with the     
services provided by Coopers & Lybrand over the years, management believes based
on the foregoing and on other factors considered by the Audit Committee that it 
is in the best interest of the Company to appoint Messrs. Ernst & Young as its  
independent accountants for the 1995 year.                                      

          Representatives of Ernst & Young and Coopers & Lybrand are expected to
be present at the Annual Meeting with the opportunity to make a statement if    
they desire to do so and to respond to appropriate questions from the           
stockholders.  THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE     
PROPOSAL TO APPOINT ERNST & YOUNG    L.L.P.     AS THE COMPANY'S INDEPENDENT    
ACCOUNTANTS FOR FISCAL 1995.                                                    

GENERAL INFORMATION 

STOCKHOLDER PROPOSALS                                             

       All stockholder proposals intended to be submitted at the Company's
1996 Annual Meeting must be received by the Secretary of the Company on or      
before November 30, 1995 in order to be considered for inclusion in the         
Company's 1996 proxy materials.                                                 

SOLICITATION AND VOTE OF PROXIES                                                

        All shares represented by duly elected proxies will be voted FOR the
election of the Board's nominees named herein as Directors unless authority to  
vote for the proposed slate of Directors or any individual Director has been    
withheld.  If for any reason any of such nominees should not be available as a  
candidate for Director, the proxies will be voted for such other candidate or   
candidates as may be nominated by the Board of Directors.  With respect to the  
proposal    to amend the Company's 1989 Equity Incentive Plan and the proposal  
 to ratify the appointment of Ernst & Young    L.L.P.     as the Company's
independent accountants, all such shares will be voted FOR such                 
proposal   s    , unless the proxy specifies that it should be voted against    
 a proposal     or not voted at all.  If any other matter should come before
the meeting, then the persons named in the enclosed form of proxy will have     
discretionary authority to vote all proxies with respect thereto in accordance  
with their judgment.                                                            

          Consistent with state law and under the Company's by-laws, the holders
of shares entitled to    cast a majority of the votes entitled to be cast on    
a particular matter, present in person or represented by proxy, constitutes a   
quorum as to such matter.  Votes cast by proxy or in person at the Annual       
Meeting will be counted by persons appointed by the Company to act as Judges of 
Election for the meeting.                                                       

         The four nominees for election as Directors at the Annual Meeting who
receive the greatest number of votes properly cast for the election of Directors
shall be elected Directors.  A majority of the votes properly cast on the       

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matter is necessary to approve the action   s     proposed in Item   s     2    
and 3    , as well as any other matter which comes before the Annual Meeting,   
except where law or the Company's certificate of incorporation or by-laws       
require otherwise.                                                              

          The Judges of Election will count the total number of votes cast "For"
approval of proposals, other than the election of Directors, for purposes of    
determining whether sufficient affirmative votes have been cast.  The Judges of 
Election will count shares represented by proxies that withhold authority to    
vote for a nominee for election as a Director or that reflect abstentions and   
"broker non-votes" (i.e., shares represented at the Annual Meeting held by      
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee    
does not have the discretionary voting power on a particular matter) only as    
shares that are present and entitled to vote on the matter for purposes of      
determining the presence of a quorum, but neither abstentions nor broker non-   
votes will have any effect on the outcome of voting on the matter.              

      The entire expense of solicitation of proxies will be borne by the
Company.  In addition to the solicitation of proxies by mail, Directors,        
officers, and employees of the Company may solicit in person, by telephone,     
facsimile, telegram or by telex.  The Company will reimburse persons holding    
stock for others in their names or in nominee names for their reasonable        
expenses in sending soliciting material to the beneficial owners of common      
stock.                                                                          

IMPORTANT NOTICE                                                                

       No matter how small your holdings, if you do not plan to attend the
meeting in person, you are respectfully requested to complete, sign, date and   
return the accompanying Proxy in the enclosed envelope at your earliest         
convenience.                                                                    

                               By Order of the Board of Directors,

                   /s/ James W. Hayes, III

               James W. Hayes, III
                           Secretary and Corporate Counsel

North Kingstown, Rhode Island 02852                                             

April 3, 1995                                                                   

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	10/1/05	14
	12/31/98	12		10-K405, 11-K
	1/4/98	12
	12/31/97	12		10-K/A, 10-K405
	9/28/97	12
	1/19/97	20
	11/30/95	29
	5/3/95	2	4	DEF 14A
Filed on:	4/3/95	2	30
	3/16/95	3	22
	2/15/95	22	28
	12/30/94	16
	10/28/94	11
	9/28/94	8	21	8-K, DEFS14A
	7/31/94	11
	6/10/94	10
	3/25/94	19
	5/4/92	21
	4/24/92	15	18
	2/21/92	22
				List all Filings

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Filing Submission 0000950109-95-001090 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

BNS Holding, Inc. – ‘DEFR14A’ on 4/3/95

As of: Monday, 4/3/95 · Accession #: 950109-95-1090 · File #: 1-05881

Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

DEFR14A — Notice & Proxy Statement – AmendmentDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

DEFR14A — Notice & Proxy Statement – Amendment
Document Table of Contents