SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Hillenbrand Industries, Inc.
(Name of Registrant as Specified in Its Charter)
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Payment of Filing Fee (Check the appropriate box):
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þ
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to
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Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
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previously. Identify the previous filing by registration statement number,
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or the form or schedule and the date of its filing.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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HILLENBRAND INDUSTRIES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held March 13, 2008
A special meeting of shareholders of Hillenbrand Industries, Inc., an Indiana corporation (the
“Company”), 1069 State Route 46 East, Batesville, Indiana 47006, will be held at the offices of
Batesville Casket Company, Inc., One Batesville Boulevard, Batesville, Indiana 47006, on March 13,
2008, at 10:00 a.m., Eastern time.
The purpose of the special meeting is to vote on a proposal to amend the Company’s Amended and
Restated Articles of Incorporation to change the name of the Company from “Hillenbrand Industries,
Inc.” to “Hill-Rom Holdings, Inc.” in connection with the previously announced proposed separation
of the Company’s funeral service and medical technology businesses into two publicly traded
companies.
The Board of Directors has fixed the close of business on February 11, 2008, as the record
date for determining which shareholders are entitled to receive notice of and to vote at the
special meeting.
Your vote is important. To ensure that we have a quorum for the meeting and that your vote is
counted, please promptly submit your proxy. You may submit your proxy by mail or telephone or over
the Internet. Instructions for each type of submission are provided on the enclosed proxy card.
If you prefer to send your proxy by mail, an envelope is enclosed.
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By Order of the Board of Directors
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Patrick D. de Maynadier
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Secretary
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February 12, 2008
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TABLE OF CONTENTS
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Page
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VOTING
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1
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PROPOSAL—APPROVAL OF THE
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S NAME
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2
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INTEREST OF CERTAIN PERSONS IN MATTER TO BE ACTED UPON
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3
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OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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3
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COST OF SOLICITATION
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6
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SHAREHOLDER PROPOSALS
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6
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HILLENBRAND INDUSTRIES, INC.
PROXY STATEMENT
This proxy statement relates to the solicitation by the Board of Directors of Hillenbrand
Industries, Inc. (the “Company”), 1069 State Route 46 East, Batesville, Indiana 47006, telephone
(812) 934-7000, of proxies for use at a special meeting of the Company’s shareholders to be held at
the offices of Batesville Casket Company, Inc., One Batesville Boulevard, Batesville, Indiana
47006, on March 13, 2008, at 10:00 a.m., Eastern time, and at any adjournments of the meeting.
The purpose of the special meeting is to vote on a proposal to amend the Company’s Amended and
Restated Articles of Incorporation (the “Articles of Incorporation”) to change the name of the
Company from “Hillenbrand Industries, Inc.” to “Hill-Rom Holdings, Inc.” in connection with the
previously announced proposed separation of the Company’s funeral service and medical technology
businesses into two publicly traded companies.
This proxy statement and the enclosed form of proxy will be mailed initially to shareholders
on or about February 13, 2008. All shares represented by proxies submitted pursuant to this
solicitation will be voted at the special meeting in accordance with instructions given by
shareholders. Where no instructions are given, the shares will be voted in favor of the proposed
amendment to the Company’s Articles of Incorporation to change the Company’s name.
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be
Held on March 13, 2008.
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The proxy statement is available at
www.hillenbrand.com
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VOTING
The close of business on February 11, 2008, has been fixed as the record date for determining
which shareholders are entitled to notice of and to vote at the special meeting. On February 11,
2008, there were 62,252,546 shares of the Company’s common stock issued and outstanding. Each
share of common stock is entitled to one vote with respect to every matter submitted to a vote at
the special meeting. Votes cast by proxy, whether by proxy card, telephone or the Internet, or in
person at the special meeting will be tabulated by the election inspectors appointed for the
meeting. If you submit your proxy by telephone or via the Internet, you should not return your
proxy card. Instructions for submitting proxies by telephone or the Internet are set forth on the
enclosed proxy card. If you choose to submit your proxy by mail, please sign, date and return the
proxy card in the envelope provided. A proxy may be revoked at any time before it is voted at the
meeting by submitting written notice of revocation to the Secretary of the Company or by submitting
another timely proxy by telephone, Internet or mail. If you hold shares through a broker or other
custodian, please check the voting instructions used by that broker or custodian.
Vote Necessary to Adopt Proposal.
The proposed amendment to the Company’s Articles of
Incorporation to change the Company’s name will be approved if the votes cast favoring the
amendment exceed the votes cast opposing the amendment at a meeting at which a quorum is present.
A majority of the issued and outstanding shares of the Company’s common stock constitutes a quorum.
Under Indiana law, once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting. Abstentions and broker non-votes will result
in fewer votes being cast with respect to the proposed amendment. A broker non-vote occurs when a
broker holding shares for a beneficial owner does not vote on a particular matter because the
broker does not have discretionary voting power for that matter and has not received instructions
from the beneficial owner. In general, brokers have discretionary voting power for matters such as
the proposed amendment.
-1-
PROPOSAL—APPROVAL OF THE AMENDMENT TO
THE COMPANY’S ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY’S NAME
The Board of Directors of the Company has unanimously approved, subject to the conditions
described below, the amendment of the Company’s Articles of Incorporation to change the Company’s
name from “Hillenbrand Industries, Inc.” to “Hill-Rom Holdings, Inc.”
A subsidiary of the Company, Batesville Holdings, Inc. (“Batesville Holdings”), has filed with
the Securities and Exchange Commission a Form 10 and a related information statement relating to
the proposed distribution to the Company’s shareholders of all of the common stock of Batesville
Holdings. Batesville Holdings is a newly formed holding company for the Company’s funeral service
business, which has operated under the Batesville Casket name.
This distribution is to be made pursuant to a plan approved in principle by the Company’s
Board of Directors on May 7, 2007, to separate the Company’s funeral service business from its
medical technology business conducted through its Hill-Rom business unit. Upon completion of the
distribution, the Company’s shareholders will own 100% of the common stock of Batesville Holdings.
The Company will continue as a publicly traded company with Hill-Rom as its sole operating unit.
In connection with, and effective shortly before, the distribution, the Company intends to
change its name to “Hill-Rom Holdings, Inc.”, and Batesville Holdings intends to change its name to
“Hillenbrand, Inc.” These name changes are proposed to be made to continue the long association of
the Hillenbrand name with the Batesville Casket business. The Company also intends to change its
New York Stock Exchange trading symbol to “HRC,” and Batesville Holdings has applied to list its
common stock on the New York Stock Exchange under the trading symbol “HI.”
The following diagram depicts the pre- and post-distribution structures:
The name change is not intended to become effective if the distribution does not occur.
Accordingly, the proposal to amend the Company’s Articles of Incorporation to change the Company’s
name is subject to the following conditions, in addition to shareholder approval:
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the final approval of the distribution by the Company’s Board of Directors
and the execution and delivery by the Company and Batesville Holdings of a
definitive distribution agreement governing the terms of the distribution; and
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the satisfaction or waiver of all conditions to the distribution set forth
in the distribution agreement, which are expected to include the following:
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Batesville Holdings’ registration statement on
Form 10 shall have become effective under the Securities Exchange Act
of 1934, as amended;
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the listing of Batesville Holdings common stock
on the New York Stock Exchange shall have been approved;
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any government approvals and other material
consents necessary to consummate the distribution shall have been
received and be in full force and effect;
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no order, injunction, decree or regulation
issued by any governmental authority or other legal restraint or
prohibition preventing consummation of the distribution shall be in
effect, and no other event outside the control of the Company shall
have occurred or failed to occur that prevents the consummation of the
distribution; and
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the Board of Directors of the Company shall not
have determined, in its sole discretion, that the distribution is not
in the best interests of the Company or its shareholders or that market
conditions or other circumstances are such that it is not advisable to
separate the funeral service business from the Company.
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Shareholders will not be required to submit their stock certificates for exchange as a result
of the proposed name change. Following the effective date of the amendment changing the name of
the Company, all new stock certificates issued by the Company will be printed with the Company’s
new name.
The Board of Directors recommends that shareholders vote FOR the proposal to amend the
Company’s Articles of Incorporation to change the name of the Company from “Hillenbrand Industries,
Inc.” to “Hill-Rom Holdings, Inc.”
INTEREST OF CERTAIN PERSONS
IN MATTERS TO BE ACTED UPON
None of the Company’s officers or directors or their associates has a substantial interest in
the matter to be acted upon at the special meeting other than as a shareholder of the Company.
OWNERSHIP OF COMMON STOCK BY
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of the
Company’s outstanding common stock as of January 31, 2008 by:
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each of the Company’s “named executive officers” and directors;
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all of the Company’s directors and executive officers as a group; and
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each person who is known by the Company to be the beneficial owner of more than five
percent of the Company’s common stock.
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Beneficial ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of common stock underlying
options, warrants and convertible securities that as of January 31, 2008 were, or within 60 days of
January 31, 2008 will be, exercisable or convertible into shares of common stock are deemed to be
outstanding and to be beneficially owned by the person holding the options, warrants or convertible
securities for the purpose of computing the percentage ownership of the
person, but are not treated as outstanding for the purpose of computing the percentage
ownership of any other person.
-3-
The percent of class information is calculated based on 62,244,622 shares of the Company’s
common stock outstanding as of January 31, 2008.
Except as otherwise noted in the footnotes below, the individual director or executive officer
or their family members had sole voting and investment power with respect to such securities. None
of the shares beneficially owned by our directors or executive officers are pledged as security
except as disclosed below with respect to Ray J. Hillenbrand. The address of each individual named
below is c/o Hillenbrand Industries, Inc., 1069 State Route 46 East, Batesville, Indiana 47006.
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Number of Shares
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Name of Beneficial Owner
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Beneficially Owned
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Percent of Class
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Directors and Executive Officers:
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Rolf A. Classon
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37,365
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(1)
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Peter H. Soderberg
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158,198
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Gregory N. Miller
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66,625
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(3)
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*
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Patrick D. de Maynadier
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100,614
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(4)
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Kenneth A. Camp
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200,205
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(5)
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John H. Dickey
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58,998
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(6)
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Charles E. Golden
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18,015
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(7)
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Ray J. Hillenbrand
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480,201
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(8)
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W August Hillenbrand
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2,369,386
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(9)
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3.8
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Eduardo R. Menascé
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5,626
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(10)
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Joanne C. Smith
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7,144
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(10)
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Ronald A. Malone
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455
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(10)
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Patrick T. Ryan
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455
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(10)
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All directors and executive officers as a group (15 persons)
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3,543,970
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(11)
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5.7
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%
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Other 5% Shareholders:
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Franklin Mutual Advisers, LLC
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3,232,488
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(12)
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5.2
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%
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101 John F.
Kennedy Parkway
Short Hills, New Jersey 070708
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Franklin Resources, Inc.
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3,586,514
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(13)
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5.8
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One Franklin
Parkway
San Mateo, California 94493-1906
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Bank of America Corporation
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3,658,584
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(14)
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5.9
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100 North
Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, North Carolina 28255
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*
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Less than 1% of the total shares outstanding.
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(1)
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Includes (i) 8,000 shares that may be purchased pursuant to stock options that
are exercisable within 60 days of January 31, 2008, (ii) 10,533 shares of vested
deferred stock and (iii) 10,501 deferred stock shares (otherwise known as restricted
stock units) held on the books and records of the Company.
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(2)
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Includes (i) 69,582 shares that may be purchased pursuant to stock options that
are exercisable within 60 days of January 31, 2008, (ii) 67,750 deferred stock shares
(otherwise known as restricted stock units) held on the books and records of the
Company and (iii) 9,350 shares of performance based deferred stock shares (otherwise
known as restricted stock units) held on the books and records of the Company.
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(3)
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Includes (i) 41,568 shares that may be purchased pursuant to stock options that
are exercisable within 60 days of January 31, 2008, (ii) 14,374 deferred stock shares
(otherwise known as restricted stock units) held on the books and records of the
Company and (iii) 7,700 shares of performance based deferred stock shares (otherwise
known as restricted stock units) held on the books and records of the Company.
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(4)
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Includes (i) 74,680 shares that may be purchased pursuant to stock options that
are exercisable within 60 days of January 31, 2008, (ii) 13,292 deferred stock shares
(otherwise known as restricted stock units) held on the books and records of the
Company and (iii) 6,550 shares of performance based deferred stock shares (otherwise
known as restricted stock units) held on the books and records of the Company.
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(5)
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Includes (i) 148,501 shares that may be purchased pursuant to stock options
that are exercisable within 60 days of January 31, 2008, (ii) 31,183 deferred stock
shares (otherwise known as restricted stock units) held on the books and records of the
Company and (iii) 7,700 shares of performance based deferred stock shares (otherwise
known as restricted stock units) held on the books and records of the Company.
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(6)
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Includes (i) 38,667 shares that may be purchased pursuant to stock options that
are exercisable within 60 days of January 31, 2008, (ii) 13,031 deferred stock shares
(otherwise known as restricted stock units) held on the books and records of the
Company and (iii) 4,650 shares of performance based deferred stock shares (otherwise
known as restricted stock units) held on the books and records of the Company.
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(7)
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Includes (i) 8,000 shares that may be purchased pursuant to stock options that
are exercisable within 60 days of January 31, 2008, (ii) 2,871 shares of vested
deferred stock and (iii) 7,144 deferred stock shares (otherwise known as restricted
stock units) held on the books and records of the Company.
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(8)
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Includes (i) 11,379 deferred stock shares (otherwise known as restricted stock
units) held on the books and records of the Company. Includes 128,975 shares held of
record by a charitable foundation, of which Ray J. Hillenbrand is a trustee; and
222,854 shares held of record by family partnerships for the benefit of other members
of his immediate family. Mr. Hillenbrand disclaims beneficial ownership of these
shares. 44,916 of the shares beneficially owned by Mr. Hillenbrand are pledged as
security.
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(9)
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Includes (i) 132,000 shares that may be purchased pursuant to stock options
that are exercisable within 60 days of January 31, 2008 and (ii) 7,144 deferred stock
shares (otherwise known as restricted stock units) held on the books and records of the
Company. Also includes 202,978 shares owned beneficially by W August Hillenbrand’s
wife, Nancy K. Hillenbrand, 193,476 shares owned by grantor retained annuity trusts
(GRATs), 1,433,927 shares owned of record, or which may be acquired within sixty days,
by trusts of which W August Hillenbrand is trustee or co-trustee; 71,771 shares held by
a limited liability company. Mr. Hillenbrand disclaims beneficial ownership of these
shares.
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(10)
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Represents deferred stock shares (otherwise known as restricted stock units)
held on the books and records of the Company.
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(11)
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Includes (i) 548,965 shares that may be purchased pursuant to stock options
that are exercisable within 60 days of January 31, 2008, (ii) 13,404 shares of vested
deferred stock, (iii) 198,933 deferred stock shares (otherwise known as restricted
stock units) held on the books and records of the Company and (iv) 38,300 shares of
performance based deferred stock shares (otherwise known as restricted stock units)
held on the books and records of the Company.
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(12)
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This information is based solely on an Amendment No. 1 to Schedule 13D filed by
Franklin Mutual Advisers, LLC with the Securities and Exchange Commission on November
21, 2006.
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(13)
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This information is based solely on an Amendment No. 2 to Schedule 13G filed by
Franklin Resources, Inc. with the Securities and Exchange Commission on February 4,
2008. The Schedule 13G also was filed with respect to all or a portion of such shares
by Charles B. Johnson and Rupert H. Johnson, Jr., with the same address as Franklin
Resources, Inc., and by Franklin Advisory Services, LLC, One Parker Plaza,
9
th
Floor, Fort Lee, NJ 07024.
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-5-
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(14)
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This information is based solely on a Schedule 13G filed by Bank of America
Corporation with the Securities and Exchange Commission on February 7, 2008. The
Schedule 13G also was filed with respect to all or a portion of such shares by NB
Holdings Corporation, Bank of America N.A., United States Trust Company, N.A., Banc of
America Securities Holdings Corporation, Banc of America Securities LLC, Columbia
Management Group, LLC, Columbia Management Advisors, LLC and Banc of America Investment
Advisors, Inc, with the same address as Bank of America Corporation.
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COST OF SOLICITATION
The entire cost of solicitation of proxies by the Board of Directors will be borne by the
Company. In addition to the use of the mails, proxies may be solicited by personal interview,
facsimile, telephone, electronic communication and telegram by directors, officers and employees of
the Company. The Company expects to reimburse brokers or other persons for their reasonable
out-of-pocket expenses in forwarding proxy materials to beneficial owners.
SHAREHOLDER PROPOSALS
In order for shareholder proposals submitted pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934 to be presented at the Company’s 2009 annual meeting of shareholders and
included in the Company’s proxy statement and form of proxy relating to that meeting, such
proposals must be submitted to the Secretary of the Company at the Company’s principal offices in
Batesville, Indiana not later than September 6, 2008.
In addition, the Company’s Amended and Restated Code of By-laws provides that for business to
be brought before a shareholders’ meeting by a shareholder or for nominations to the Board of
Directors to be made by a shareholder for consideration at a shareholders’ meeting, notice thereof
must be received by the Secretary of the Company at the Company’s principal offices not later than
100 days prior to the anniversary of the immediately preceding annual meeting, or not later than
October 31, 2008 for the 2009 annual meeting of shareholders. The notice must also provide certain
information set forth in the Amended and Restated Code of By-laws.
February 12, 2008
-6-
Admission Ticket
Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on March 13, 2008.
Vote by Internet
•
Log on to the Internet and go to
www.investorvote.com
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Follow the steps outlined on the secured website.
Vote by telephone
•
Call toll free 1-800-652-VOTE (8683) within the United
States, Canada & Puerto Rico any time on a touch tone
telephone. There is
NO CHARGE
to you for the call.
•
Follow the instructions provided by the recorded message.
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Using a
black ink
pen, mark your votes with an
X
as shown in
this example. Please do not write outside the designated areas.
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x
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Special Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposal to amend the Company’s Amended and Restated Articles of Incorporation to change the
name of the Company from “Hillenbrand Industries, Inc.” to “Hill-Rom Holdings, Inc.” — The Board of
Directors recommends a vote
FOR
this Proposal.
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For
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Against
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Abstain
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[ ]
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[ ]
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[ ]
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B Non-Voting Items
Change of Address
- Please print your new address below.
C Authorized Signatures — This section must be completed for your vote to be counted. — Date and
Sign
IMPORTANT: This proxy is solicited on behalf of the Board of Directors. Please mark, sign, date
and return this proxy promptly in the enclosed envelope. When signing as attorney, executor,
administrator, trustee, partner, officer or guardian, please give your full title. If shares are
held jointly, all holders must sign the proxy. No postage is required if mailed in the United
States.
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Date (mm/dd/yyyy) – Please print date below.
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Signature 1 — Please keep signature within the box
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Signature 2 — Please keep signature within the box
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IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy — Hillenbrand Industries, Inc.
Proxy for Special Meeting Of Shareholders To Be Held March 13, 2008
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Peter H. Soderberg and Patrick D. de Maynadier, or
either of them, with full power of substitution, as proxies to vote all the shares of the
undersigned of Hillenbrand Industries, Inc. (the “Company”) at the the offices of Batesville Casket
Company, Inc., One Batesville Boulevard, Batesville, Indiana 47006-7798, on March 13, 2008 at 10:00
a.m., local time (Eastern Time), and at any adjournments of the meeting, on the matter identified
on the reverse.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS GIVEN, THE SHARES WILL BE VOTED
FOR
THE PROPOSAL TO AMEND
THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY.
This proxy may be revoked at any time before it is exercised.
Please sign name and title exactly as
shown on label on this proxy card.
(continued and to be signed on reverse side)
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