SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of Evans & Sutherland's common stock as of April 2, 2004,
(i) by each person who is known by Evans & Sutherland to own beneficially more than five percent of Evans & Sutherland's common stock, (ii) by each of Evans &
Sutherland's directors, (iii) by the Chief Executive Officer and each of Evans & Sutherland's executive officers who served as executive officers at December 31, 2003, and two
employees who served as executive officers during 2003 and (iv) by all directors and executive officers as a group.
Shares Beneficially
Owned(1)
Directors, Officers, and Principal Shareholders
Number
Percent
PRINCIPAL SHAREHOLDERS
State of Wisconsin Investment Board(2)
P.O. Box 7842, Madison, Wisconsin 53707
2,042,250
19.5
%
Peter R. Kellogg(3)
120 Broadway, New York, New York 10271
1,501,068
14.3
%
Strong Capital Management, Inc.(4)
100 Heritage Reserve, Menomonee Falls, Wisconsin, 53051
1,147,283
10.9
%
The TCW Group, Inc.(5)
865 South Figueroa Street, Los Angeles, California 90017
1,044,029
10.0
%
Royce & Associates, LLC(6)
1414 Avenue of the Americas, New York, New York 10019
835,425
8.0
%
Dimensional Fund Advisors Inc.(7)
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
645,700
6.2
%
DIRECTORS
Gerald S. Casilli(8)
62,593
*
David J. Coghlan(9)
10,001
*
Wolf-Dieter Hass(10)
16,668
*
James R. Oyler(11)
454,037
4.2
%
William Schneider(12)
10,001
*
OTHER EXECUTIVE OFFICERS
E. Thomas Atchison(13)
63,885
*
Bob Morishita(14)
53,734
*
David B. Figgins(15)
125,879
1.2
%
L. Eugene Frazier(16)
91,137
*
All directors and executive officers as a group9 persons(17)
887,935
7.8
%
*
Less
than one percent.
10
(1)
Applicable
percentage ownership is based on 10,491,676 shares of Common Stock outstanding as of the record date, April 2, 2004. Pursuant to the rules of the
Securities and Exchange Commission, shares shown as "beneficially" owned include those shares over which the individual has voting power, including power to vote, or direct the voting of, such
security, and/or investment power, including the power to dispose or direct the disposition of such security, and includes all shares the individual has the right to acquire beneficial ownership of
within 60 days, including, but not limited to, any right to acquire shares (a) through the exercise of any options, warrants, or other right, (b) through conversion of a security,
(c) pursuant to the power to revoke a trust, discretionary account or similar arrangement, and (d) pursuant to the automatic termination of a trust, discretionary account or similar
arrangement. This information is not necessarily indicative of beneficial ownership for any other purpose. The directors and executive officers of Evans & Sutherland have sole voting and
investment power over the shares of Evans & Sutherland's common stock held in their names, except as noted in the following footnotes.
(2)
State
of Wisconsin Investment Board has sole voting power and sole dispositive power as to 2,042,250 shares according to Schedule 13G/A filed with the Securities
and Exchange Commission on February 11, 2004.
(3)
Peter
R. Kellogg has sole voting power and sole dispositive power as to 1,400,068 shares and shared voting power and shared dispositive power as to 101,000 shares
according to Schedule 13G/A filed with the Securities and Exchange Commission on February 20, 2004. Of the 1,400,068 shares over which Mr. Kellogg has sole voting and dispositive
power, 1,005,000 shares and 135,368 shares issuable upon conversion of E&S 6% convertible bonds are held by I.A.T. Reinsurance Company Ltd. ("IAT"), and its subsidiaries, and 259,700 shares are
held directly by Mr. Kellogg. IAT is a Bermuda corporation of which Mr. Kellogg is the sole holder of voting stock and its director, president and chief executive officer. Of the 101,000
shares, with respect to which Mr. Kellogg shares voting and dispositive power, 100,000 shares are held by Mr. Kellogg's spouse, Cynthia Kellogg, and 1,000 shares are held by an IRA
controlled by Mr. Kellogg and his wife. Mr. Kellogg has disclaimed beneficial ownership of the shares held by his wife and by IAT and its subsidiaries.
(4)
Strong
Capital Management, Inc. and Richard S. Strong share voting and dispositive power as to 1,147,283 shares according to Schedule 13G/A filed with the
Securities and Exchange Commission on February 17, 2004. Strong Advisor Small Cap Value Fund owns 702,500 of these shares.
(5)
The
TCW Group, Inc. and its subsidiaries, including Trust Company of the West, TCW Asset Management Company, and TCW Investment Management Company, each of which
is a California corporation (collectively, the "TCW Subsidiaries") have shared dispositive power as to 1,044,029 shares, but shared voting power as to 933,634 of these shares according to
Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2004. The ultimate parent company of TCW Group, Inc. is Societe Generale, S.A., a corporation
formed under the laws of France ("S.G."). S.G. and its affiliates (other than TCW Group and the TCW Subsidiaries) may own additional shares of the Company's Common Stock. S.G. has expressly disclaimed
beneficial ownership of any shares held by TCW Group, Inc. or the TCW Subsidiaries.
(6)
Royce &
Associates, LLC has sole voting power and sole dispositive power as to 835,425 shares according to Schedule 13G/A filed with the Securities and
Exchange Commission on February 2, 2004.
(7)
Dimensional
Fund Advisors Inc. has sole voting power and sole dispositive power as to 645,700 shares according to Schedule 13G filed with the Securities
and Exchange Commission on February 6, 2004. According to this filing, these shares are owned by certain investment companies, group trusts and accounts for which Dimensional Fund Advisors, an
investment
11
advisor,
provides investment advice. Although Dimensional Fund Advisors possesses voting and/or investment power over these shares, it has disclaimed beneficial ownership of those shares.
(8)
The
number of shares attributed to Mr. Casilli includes 6,592 of common stock and 56,001 subject to outstanding stock options that are currently exercisable or
will be exercisable on or before June 1, 2004.
(9)
The
number of shares attributed to Mr. Coghlan includes 10,001 subject to outstanding stock options that are currently exercisable or will be exercisable on or
before June 1, 2004.
(10)
The
number of shares attributed to Mr. Hass includes 16,668 subject to outstanding stock options that are currently exercisable or will be exercisable on or
before June 1, 2004.
(11)
In
addition to being a director, Mr. Oyler is also President and Chief Executive Officer of Evans & Sutherland. The number of shares attributable to
Mr. Oyler includes 27,000 shares of common stock and 427,037 shares subject to outstanding stock options that are currently exercisable or will be exercisable on or before June 1, 2004.
(12)
The
number of shares attributed to Dr. Schneider includes 10,001 subject to outstanding stock options that are currently exercisable or will be exercisable on or
before June 1, 2004.
(13)
Mr. Atchison
is Vice President, Chief Financial Officer and Secretary. The number of shares attributable to Mr. Atchison includes 2,183 shares of common
stock and 61,702 shares subject to outstanding stock options that are currently exercisable or will be exercisable on or before June 1, 2004.
(14)
Mr. Morishita
is Vice President, Human Resources. The number of shares attributable to Mr. Morishita includes 1,197 shares of common stock and 52,537
shares subject to outstanding stock options that are currently exercisable or will be exercisable on or before June 1, 2004.
(15)
Mr. Figgins
is Vice President, Sales. The number of shares attributable to Mr. Figgins includes 844 shares of common stock and 125,035 shares subject to
outstanding stock options that are currently exercisable or will be exercisable on or before June 1, 2004.
(16)
Mr. Frazier
is General Manager, Strategic Visualization. The number of shares attributable to Mr. Frazier includes 1,100 shares of common stock and 90,037
shares subject to outstanding stock options that are currently exercisable or will be exercisable on or before June 1, 2004.
(17)
The
total for directors and officers as a group includes 38,916 shares of common stock and 849,019 shares subject to outstanding stock options that are currently
exercisable or will be exercisable on or before June 1, 2004.