CINCINNATI MILACRON INC.
Cincinnati, Ohio 45209
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held April 26, 1994
The Annual Meeting of the Shareholders of Cincinnati Milacron Inc. (the
"Company") will be held at the offices of the Company, 4701 Marburg
Avenue, Cincinnati, Ohio 45209 on Tuesday, April 26, 1994, at 9:00
A.M., E.D.T., for the following purposes:
1. To elect three directors.
2. To consider and take action upon a proposed 1994 Long-Term Incentive
Plan.
3. To confirm the appointment of Ernst & Young as independent auditors
of the Company for the fiscal year 1994.
4. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on February 25,
1994, as the record date for determining the shareholders entitled to
notice of and to vote with respect to this solicitation.
The Annual Report of the Company for the year 1993, containing financial
statements, is enclosed.
PLEASE MARK, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED.
By order of the Board of Directors,
Wayne F. Taylor, Vice President,
General Counsel and Secretary
The date of this Proxy Statement is March 25, 1994.
CINCINNATI MILACRON INC.
4701 Marburg Avenue
Cincinnati, Ohio 45209
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 26, 1994
The Proxy Statement is furnished to shareholders on or about March 25,
1994, in connection with the solicitation by the Board of Directors of
Cincinnati Milacron Inc., a Delaware corporation (the "Company"), 4701
Marburg Avenue, Cincinnati, Ohio, 45209, of proxies in the accompanying
form to be used at the Annual Meeting of Shareholders to be held on
April 26, 1994, and any adjournment thereof. The shares represented by
the proxies received pursuant to this solicitation and not revoked will
be voted at the Annual Meeting. A shareholder who has given a proxy may
revoke it by voting in person at the meeting, by giving written notice
of revocation to the Secretary of the Company at the address indicated
above or by giving a later dated proxy at any time before voting.
If a choice has been specified by a shareholder with respect to any
matter by means of the ballot on the proxy, the shares represented by
such proxy will be voted or withheld from voting accordingly. If no
choice is so specified, the shares will be voted FOR the election of the
nominees for Director set forth on the proxy, FOR approval of the
proposed 1994 Long-Term Incentive Plan and FOR confirmation of Ernst &
Young as independent auditors of the Company for the fiscal year 1994.
It is important that your shares be represented at the meeting. Whether
or not you plan to attend the meeting, please sign and date the enclosed
proxy and return it promptly in the accompanying envelope in order that
your shares may be voted at the meeting.
Shareholders of record of the Company's Common Stock, par value $1.00
per share ("Common Stock"), and of its 4% Cumulative Preferred Stock,
par value $100 per share ("Preferred Stock"), at the close of business
on February 25, 1994, are entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. On that date, there were
outstanding 60,000 shares of Preferred Stock and 33,540,964 shares of
Common Stock exclusive of shares of Common Stock held in the treasury of
the Company. Each share of Preferred Stock is entitled to 24 votes.
The Company's Amended Certificate of Incorporation, subject to certain
exceptions, provides that each share of Common Stock entitles the holder
thereof to ten votes on each matter to be considered at the meeting,
except that no holder shall be entitled to exercise more than one vote
on any such matter in respect of any share of Common Stock with respect
to which there has been a change of beneficial ownership after February
1, 1991. Based on the information with respect to beneficial ownership
possessed by the Company at the date of this Proxy Statement, the
holders of more than half of the shares of Common Stock will be entitled
to exercise ten votes per share at the meeting and the holders of the
remainder of the outstanding shares of Common Stock will be entitled to
one vote per share. The actual voting power of each holder of Common
Stock will be based on information possessed by the Company at the time
of the meeting.
Proxy cards, with text printed in black on white stock, are being
furnished to individuals with this Proxy Statement to cover shares of
Common Stock with respect to which the Company's records show beneficial
ownership as of February 1, 1991, or thereafter. Each of these cards
has at the upper center area of the signature side an indication of the
total vote to which the respective individual holder is entitled.
Shares of Common Stock held of record in the names of banks, brokers,
nominees and certain other entities are covered by Proxy cards on white
stock with a blue stripe. A shareholder who has been a continuous
beneficial owner since February 1, 1991, is entitled to ten votes for
each share of Common Stock PROVIDED the certification form on the Proxy
card with the blue stripe is completed. If this certification is not
completed, a change of beneficial ownership will be deemed to have
occurred after February 1, 1991, with respect to all the shares of
Common Stock covered thereby, so that the holder will be entitled to
only one vote per share for all such shares.
For purposes of exercising the pass through voting rights for
participants in the Company's employee benefit plans, each participant
having shares of Common Stock credited to his or her account will
receive a voting direction card on white stock with a pink stripe to be
returned to the Trustee of those benefit plans with voting instructions.
The holders of shares of Common Stock and Preferred Stock entitling them
to exercise a majority of the total voting power of the Company's stock,
present in person or by proxy, at the Annual Meeting shall constitute a
quorum.
Proxy Solicitation
The expense of printing and mailing proxy material will be borne by the
Company. In addition to the solicitation of proxies by mail,
solicitation may be made by certain Directors, officers and other
employees of the Company in person or by telephone, telegraph, fax or
telex. No additional compensation to such persons will be paid for such
solicitation.
Arrangements will also be made with brokerage firms and other
custodians, nominees and fiduciaries to forward proxy solicitation
material to certain beneficial owners of the Common Stock and Preferred
Stock, and the Company will reimburse such brokerage firms, custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred
by them in connection therewith. In addition, the Company has retained
D.F. King & Co., Inc. to aid in the solicitation of proxies for a fee
estimated at $15,000, plus reasonable out-of-pocket expenses incurred by
them.
ELECTION OF DIRECTORS
The shares of the Preferred Stock and the shares of the Common Stock
vote together as a single class for the election of Directors. The
candidates receiving the greatest number of votes up to the number of
directors to be elected will be elected. Abstentions and broker non-
votes on returned proxies and ballots shall be counted as neither For
nor Against a matter or nominee, but the shares represented by such
abstention or broker non-vote shall be counted only for purposes of
determining whether a quorum is present at the meeting.
Under the Company's By-Laws, the Board of Directors is to consist of a
number fixed by the Board, and is not to be less than nine nor more than
fifteen members. Currently the number of Board members is set at ten,
divided among three classes.
The persons named as proxies on the enclosed Proxy card (the "Proxy
Committee") intend to vote (unless authority to do so is withheld) for
the re-election for a three-year term of three Directors: Darryl F.
Allen, James E. Perrella and Harry C. Stonecipher. The three nominees
have consented to being named as such and to serve if elected.
In the unexpected event that, prior to the election, any one or more of
the nominees shall be unable to serve, the Proxy Committee will vote for
the election of such substitute nominees, and for such term or terms as
the Board of Directors may propose, and in no event may proxies be voted
for more than three Directors.
The following information is furnished with respect to each nominee for
election as a Director and for each other person whose terms of office
as a Director will continue after the meeting:
DARRYL F. ALLEN
Director since 1993
Age 50
Member: Audit Committee
Term expires 1994, nominee for three-year term
Mr. Allen is Chairman, President and Chief Executive Officer of TRINOVA
Corporation, Maumee, Ohio, a world-wide manufacturer and distributor of
engineered components and systems for markets which include industrial,
automotive, aerospace and defense. Mr. Allen has served in his present
capacity since 1991. From 1986 to 1991, he was President and Chief
Executive Officer. Director of TRINOVA Corporation.
NEIL A. ARMSTRONG
Director since 1980
Age 63
Member: Executive Committee
Audit Committee
Term expires 1996
Mr. Armstrong had served for more than five years, until his retirement
in 1992, as Chairman, Computer Technologies for Aviation, Inc.,
Charlottesville, Virginia, a supplier of computer systems for business
aviation. Mr. Armstrong is Chairman of AIL Systems, Inc. (a division of
Eaton), manufacturer of electronic countermeasure systems, and has
served in that capacity since 1989. Director of The Cincinnati Gas &
Electric Co., UAL Corp., Eaton Corporation, USX Corporation, Thiokol
Corp. and RMI Titanium Co.
LYLE EVERINGHAM
Director since 1984
Age 67
Member: Executive Committee
Personnel and Compensation Committee
Term expires 1996
Mr. Everingham had served for more than five years, until his retirement
in 1991, as Chairman and Chief Executive Officer of The Kroger Co., a
food retailer and manufacturer. Director of Capital Holding
Corporation, Federated Department Stores and The Kroger Co.
JAMES A. D. GEIER
Director since 1966
Age 68
Member: Personnel and Compensation Committee
Executive Committee
Nominating Committee
Term expires 1996
Mr. Geier had served for more than five years, until his retirement in
1990, as Chairman of the Company. Director of Clark Equipment Company
and USX Corporation.
HARRY A. HAMMERLY
Director since 1992
Age 60
Member: Audit Committee
Term expires 1996
Mr. Hammerly is Executive Vice President, Life Science Sector and
International Operations of 3M Company, St. Paul, Minnesota, a world-
wide manufacturer serving industrial, commercial, health care and
consumer markets, and has served in that capacity since March 1994.
From 1991 to 1994, Mr. Hammerly was Executive Vice President of
International Operations and Corporate Services. From 1989 to 1991, Mr.
Hammerly was Executive Vice President, Industrial and Electronic Sector
and Corporate Services. Director of 3M Company and The Geon Company.
DANIEL J. MEYER
Director since 1985
Age 57
Member: Executive Committee
Term expires 1995
Mr. Meyer is Chairman and Chief Executive Officer of the Company and has
served in that capacity since January 1991. From 1990 to 1991, Mr.
Meyer was President and Chief Executive Officer. From 1987 to 1990, Mr.
Meyer was President and Chief Operating Officer. Director of Star Banc
Corp., The E.W. Scripps Company and Hubbell Incorporated.
JAMES E. PERRELLA
Director since 1993
Age 58
Member: Personnel and Compensation Committee
Term expires 1994, nominee for three-year term
Mr. Perrella is Chairman, President and Chief Executive Officer of
Ingersoll-Rand Company, Woodcliff Lake, New Jersey, a world-wide
manufacturer of machinery and equipment for automotive, construction,
energy and general industries, and has served in that capacity since
November 1993. He was President of Ingersoll-Rand from 1992 to 1993,
and Executive Vice President from 1982 to 1992. Director of Ingersoll-
Rand Company.
RAYMOND E. ROSS
Director since 1991
Age 57
Term expires 1996
Mr. Ross is President and Chief Operating Officer of the Company and has
served in that capacity since November 1991. He was elected Executive
Vice President, Operations and a Director of the Company in 1991. He
was Senior Vice President, Industrial Systems from 1989 to 1991. In
1989, Mr. Ross was Group Vice President, U.S. Plastics Machinery.
DR. JOSEPH A. STEGER
Director since 1985
Age 57
Member: Executive Committee
Nominating Committee
Personnel and Compensation Committee
Term expires 1995
Dr. Steger is, and has been for more than the past five years,
President, University of Cincinnati. Director of Provident Bancorp,
Inc. and The Provident Bank.
HARRY C. STONECIPHER
Director since 1991
Age 57
Member: Personnel and Compensation Committee
Term expires 1994, nominee for three-year term
Mr. Stonecipher is Chairman, President and Chief Executive Officer of
Sundstrand Corporation, Rockford, Illinois, a manufacturer of components
and subsystems for aerospace and industrial markets, and has served in
that capacity since August 1991. From 1989 to 1991, Mr. Stonecipher was
President and Chief Executive Officer. Director of Sundstrand
Corporation, Lukens Inc., Sentry Insurance and Precision Cast Parts
Corp.
BOARD OF DIRECTORS AND BOARD COMMITTEES
Compensation and Benefits
The Company compensates Directors, other than Directors who are also
employees of the Company, by payment of an annual retainer of $25,000,
and a fee of $800 for each Board and committee meeting attended and a
fee of $500 for participation in each telephone meeting. Chairmen of
the Audit Committee and Personnel and Compensation Committee also
receive an annual retainer of $2,000. Directors may defer for future
payment all or a specified portion of their compensation and such
deferred compensation earns interest at certain rates established from
time to time by the Internal Revenue Service, or such compensation may
be deferred to a Company stock account. In addition, the Directors may
elect to be covered by $100,000 of group term life insurance. Mr. Geier
provided consulting services to the Company under contract which
resulted in payment of $139,000 for services in fiscal year 1993.
In 1991, the Board of Directors approved the 1991 Restricted Stock Plan
for Non-Employee Directors ("Plan") to help attract and retain highly
qualified individuals and to relate non-employee Directors' compensation
more closely to the Company's performance and the interest of its
shareholders. Each non-employee Director elected after the effective
date of the Plan and before its expiration on January 1, 1994
("Participant"), automatically received 500 shares of restricted stock,
subject to a three-year restriction against encumbering or disposing of
the shares and conditioned upon the participant remaining as a Director
of the Company for the restriction period. In fiscal year 1993, Messrs.
Allen and Perrella each received 500 shares of restricted stock under
the Plan.
Awards of restricted shares and stock options to Directors are provided
for in the 1994 Long-Term Incentive Plan. Please see Proposal to
Approve the 1994 Long-Term Incentive Plan below.
In 1989, the Board of Directors approved the Retirement Plan for Non-
Employee Directors ("Director's Retirement Plan") which provides
benefits for those non-employee Directors who have vested in the
Director's Retirement Plan by serving on the Board for six years or more
and who are not eligible to receive pension benefits from the Company or
any of its subsidiaries. Non-employee Directors must resign at the
Board Meeting next following his or her seventieth birthday. Benefits
are for life and are paid monthly beginning on the month following the
Director's seventieth birthday. An eligible Director with ten or more
years of vested service shall receive a retirement benefit equal to one
hundred percent of the Director's base retainer as of the last day of
service. Directors having less than ten years vested service receive a
reduced benefit. Directors whose benefits have vested shall receive a
minimum of thirty-six monthly payments, such payment to be made to the
Director's estate in the event of death prior to receiving the thirty-
six payments. In the event of a change of control of the Company, all
vested benefits will be paid to the Directors in one lump-sum payment
calculated on a present-value basis.
Meetings and Committees
The Board of Directors held six meetings in fiscal year 1993. Average
attendance by Directors at the aggregate of the Board and committee
meetings was 97%. No director attended fewer than 80% of the aggregate
of the meetings of the Board and the committees on which they served.
The Board of Directors has established four committees with specific
responsibilities. The Executive Committee is composed of five members,
four non-employee Directors and one employee Director. The Committee
meets only on call and may exercise, in the intervals between meetings
of the Board, powers of the Board in the management of the business and
affairs of the Company. The Committee held three meetings in fiscal
year 1993.
The Audit Committee is composed for three non-employee Directors. The
Committee recommends to the Board of Directors the appointment of the
independent auditors and meets with members of management, the
independent auditors and the internal auditors, both together and
privately, to review the annual financial statements, audit coverage and
results, the adequacy of internal accounting controls and the quality of
financial reporting. The Committee also oversees the Company's
compliance with its policies regarding boycotts and questionable
payments and practices. The Committee held four meetings in fiscal year
1993.
The Personnel and Compensation Committee is composed of five non-
employee Directors. The Committee recommends to the Board of Directors
the compensation of the Chairman and the President, reviews the
compensation of all corporate officers, reviews management manpower
planning and development programs and administers management incentive
programs. The Committee held three meetings in fiscal year 1993.
The Nominating Committee is composed of three non-employee Directors.
The Committee recommends to the Board of Directors the names of possible
nominees for election to the Board. The Committee will consider any
recommendation by shareholders of possible Director nominees submitted
in writing to the Committee in care of the Secretary of the Company no
later than the close of business on the 10th day following the day on
which notice of the date of the Annual Meeting of Shareholders was
mailed. Biographical data and the proposed nominee's written consent to
be named as a nominee must be included. The Committee held three
meetings in fiscal year 1993.
Shareholder Meetings: Conduct of Business and Notice
At any meeting of the shareholders other than the Annual Meeting, which
is provided for below, only such business shall be conducted as shall
have been brought before the meeting by, or at the direction of the
Board of Directors or by any shareholder who is entitled to vote with
respect thereto and who has given timely notice thereof in writing to
the Secretary of the Company not later than the close of business on the
10th day following the day on which notice of the date of the meeting
was mailed.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table gives information concerning the beneficial owners
of more than five percent of the Company's outstanding shares of Common
Stock and Preferred Stock as of February 25, 1994:
Common Stock
Percent of
Beneficial Owner Shares Outstanding
The State Teachers Retirement 2,146,400 6.40
Board of Ohio
275 East Broad Street
Columbus, OH 43215
James A. D. Geier 1,762,953(1) 5.26
455 Delta Avenue, Suite 108
Cincinnati, OH 45226
Preferred Stock
Percent of
Beneficial Owner Shares Outstanding
State Street Bank and 11,126 18.54
Trust Company
P.O.Box 351
Boston, MA 02101
Trustee-Cincinnati Milacron
Employee Benefit Plans
Chase Lincoln First Bank,N.A. 6,962 11.60
P.O.Box 820
Rochester, NY 14603
Provident National Bank 6,138 10.23
Broad & Chestnut Streets
Philadelphia, PA 19101
McDonald & Company 4,536 7.56
Securities, Inc.
2100 Society Building
Cleveland, OH 44114
Cincinnati Milacron Foundation 3,913 6.52
Cincinnati, Ohio 45209 -
(J.A.D.Geier, L.Everingham,
N.A.Armstrong, R.E.Ross and
D.J.Meyer, Trustees)
James A.D. Geier 3,049(1) 5.08
455 Delta Avenue, Suite 108
Cincinnati, OH 45226
Unless otherwise noted, the above-named individuals have sole voting and
investment power.
(1) See (2) under "Share Ownership of Directors and Officers".
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
Set forth in the following table is the beneficial ownership of Common
Stock and Preferred Stock as of February 25, 1994, for each of the
Directors and the Officers named in the Summary Compensation Table. No
Director or Officer owns more than one percent of the class shown,
except as set forth in the footnotes below.
Name Common Shares(1) Preferred Shares
Darryl F. Allen 500 0
Neil A. Armstrong 1,050 0
Lyle Everingham 700 0
James A. D. Geier(2) 1,762,953 3,049
Harry A. Hammerly(3) 2,636 0
Daniel J. Meyer(4) 381,048 380
James E. Perrella 500 0
Raymond E. Ross 214,604 0
Joseph A. Steger 624 0
Harry C. Stonecipher 4,500 0
Harold J. Faig 67,070 0
David E. Noffsinger 105,116 0
Alan L. Shaffer 56,330 0
All Officers and
Directors
As a Group(5) 2,939,898 3,479
(1) The amounts shown include (a) the following shares that may be
acquired within 60 days pursuant to outstanding option grants: Mr.
Meyer, 293,348 shares, Mr. Ross, 192,376 shares, Mr. Noffsinger, 87,680
shares, Mr. Shaffer, 46,200 shares, Mr. Faig, 60,170 shares and 949,431
shares for all Directors and Officers as a group; (b) shares allocated
to participant accounts under the Company's Performance Dividend and
Savings Plan as of December 31, 1993, according to information furnished
by the Plan Trustee; and (c) shares with shared voting or investment
power, and those held by certain members of the individuals' families as
to which beneficial ownership is disclaimed.
(2) Mr. Geier's beneficial ownership is 5.26% of the common shares and
5.08% of the preferred shares outstanding, and includes 1,520,868 common
shares and 2,821 preferred shares held in estates and trusts for the
benefit of others with respect to which Mr. Geier is a fiduciary or has
shared voting power, and with respect to which voting power may be
delegated to the trustee, 18,942 common shares in an IRA and 10,775
common shares in the name of Mr. Geier's wife.
(3) Mr. Hammerly's beneficial ownership includes 1,104 credits of stock
units under the Company's deferred compensation plan for non-employee
directors.
(4) Mr. Meyer's beneficial ownership is 1.14% of the common shares and
0.63% of the preferred shares outstanding and includes 1,200 common
shares in the name of Mr. Meyer's wife as custodian for their children.
(5) Directors and Officers beneficial ownership as a group is 8.77% of
the common shares (21 persons) and 5.80% of the preferred shares (3
persons) outstanding.
PERSONNEL AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
To Our Shareholders
The Company's Personnel and Compensation Committee of the Board of
Directors (the "Committee") annually reviews and recommends to the full
Board compensation levels for the officers of the Company. The
Committee consists entirely of Board members who are not employees of
the Company.
The Committee's primary objective in establishing compensation
opportunities for the Company's officers is to support the Company's
goal of maximizing the value of shareholders' interests in the Company.
To achieve this objective, the Committee believes it is critical to:
Hire, develop, reward and retain the most competent executives,
and to provide compensation opportunities for executives which are
competitive in the marketplace, which includes all companies in the
Performance Graph below for the S&P Machine Tool Index.
Encourage decision making that enhances shareholder value. The
Committee believes that this objective is promoted by providing short-
term and long-term incentive opportunities that are tied to performance
measures which are payable in cash and/or shares of Company stock.
Provide incentive opportunities which link corporate performance
and executive pay. The Committee believes in paying executives
competitive levels of incentive compensation when corporate financial
performance expectations are achieved.
Promote a close identity of interests between management and the
Company's shareholders by rewarding positive results through the payment
of Company stock where applicable.
The Committee reviews the compensation for all corporate officers,
including the individuals whose compensation is detailed in the proxy
statement. This is designed to ensure consistency throughout the
compensation process. The Committee makes all decisions pertaining to
the determination of the Company's executive compensation plans which
promote the objectives detailed above. The Committee believes that the
Company's current compensation programs support the Company's business
mission and contribute to the Company's financial success. The
Compensation Committee considers the entire pay package when
establishing each componentof pay.
The Committee will take into account Section 162(m) of the Internal
Revenue Code while reviewing its policies with respect to the qualifying
compensation paid to its executive officers.
COMPONENTS OF COMPENSATION
Base Salary
The Committee annually reviews each officer's base salary. The factors
which influence Committee determinations regarding base salary include:
job performance, level of responsibilities, breadth of knowledge, prior
experience, comparable levels of pay among executives at regional and
national market competitors, which includes all companies in the
Performance Graph below for the S&P Machine Tool Index, and internal pay
equity consideration. Base pay data is compared with survey
information compiled by independent compensation consulting firms.
Increases to salary levels are performance driven. Base salaries are
targeted at the market average, after adjusting for company size.
Annual Incentive Compensation
The Company's officers, including the CEO, are eligible for an annual
cash bonus under its Short-Term Management Incentive Plan. The
Corporate performance measure for bonus payments is based on economic
value added (EVA) whereby return on capital must exceed the cost of
capital, thereby enhancing shareowner value at the corporate and/or
division levels. The Committee, where appropriate and when EVA is
achieved, also considers accomplishment of unweighted non-financial
goals and objectives established at the beginning of each year.
The Short-Term Management Incentive Plan provides a balance between the
short-term financial goals and long-term objectives of the Company. No
corporate-wide EVA bonus was paid in 1993. Certain operating divisions,
however, did earn their EVA and officers specifically responsible for
these operations received bonuses.
Long-Term Incentive Compensation
The 1991 Long-Term Incentive Plan, which expired January 1, 1994, was
approved by shareholders and established a long-term financial
performance goal which must be achieved in order for executives and
certain key employees to receive targeted payments. This objective is
based upon achieving a percentage return on capital (Performance Goal)
that exceeds the cost of capital. The Performance Goal is established
by the Committee, subject to the approval of the Board of Directors, and
is measured over a three-year period. No payments were made in 1993.
Under the 1991 Long-Term Incentive Plan, stock options were granted to
the Company's key employees including its officers. Current stock
holdings of the officers are not considered when either restricted stock
awards or stock options are granted. No stock options were granted
under the 1991 Long-Term Incentive Plan for 1993 since options are
granted on a three-year cycle by reference to market place practice, and
it was determined by the Committee that the cycle's goal had already
been achieved by the 1991 and 1992 grants.
Stock options granted in 1991 and 1992 were designed to align the
interests of executives with those of the shareholders. Stock options
were granted with an exercise price equal to the market price of the
Common Stock on the date of grant and vest equally over two years. This
approach was designed to focus executives on the creation of shareholder
value over the long term since the full benefit of the compensation
package cannot be realized unless stock price appreciation occurs over a
number of years.
CEO Compensation
The compensation of the CEO reflects the same elements as those used in
determining the compensation of other corporate officers. The Committee
also considers the leadership and effectiveness of the CEO in offering
direction and strategic planning for the company and in dealing with
major corporate problems and opportunities. The CEO's base salary in
1993 was increased in conjunction with the progress of the Company's
restructuring efforts, improvement of the balance of the Company's
business to improve cash flow generation, and continuous success in
introducing to the market a number of new products under its Wolfpack
design program. In accordance with the respective terms of the Short-
Term Incentive Plan and the 1991 Long-Term Incentive Plan, no bonus
payments were made to the CEO for 1993. Since options designated for
officers under the 1991 Long-Term Incentive Plan were granted in 1991
and 1992, the Committee did not award stock options to the CEO during
1993.
The Personnel and Compensation Committee
Lyle Everingham
James A. D. Geier
James E. Perrella
Joseph A. Steger
Harry C. Stonecipher
Stock Option Loan Programs
A Key Employee Stock Option Loan Program, approved by the Board of
Directors of the Company, is applicable to key employees who have
received stock options pursuant to the Company's Long-Term Incentive
Plans. A related program, the Key Employee Withholding Tax Loan
program, is applicable to those stock options. These loan programs
provide loans to employees up to the amount due in cash for the exercise
price of the stock options and any required withholding taxes as a
result of exercising such options. These loans are to be repaid on
terms of regular payments of not more than 10 years unless the related
stock is divested by the employee prior to said time, in which case all
amounts owing become payable. The interest rates for these loans are
established from time to time by the Personnel and Compensation
Committee in compliance with Internal Revenue Service guidelines. As of
February 25, 1994, the interest rate for all outstanding stock option
loans was six percent per annum.
Annual Retirement Benefits
The calculation of estimated annual retirement benefits under the
Company's regular retirement plan (the "Retirement Plan"), is based upon
years of service and average earnings for the highest five consecutive
years of service. Earnings include all cash compensation, including
amounts received or accrued under the Short-Term Management Incentive
Program, but exclude benefits or payments received under Long-Term
Incentive Plans or any other employee benefit plan. The Retirement Plan
is non-contributory and limits the individual annual benefit to the
maximum level permitted under existing law. The credited years of
service under the Retirement Plan for the executive officers named in
the Summary Compensation Table set forth below are: 24 for D. J. Meyer,
33 for D. E. Noffsinger, 25 for R. E. Ross, 21 for A. L. Shaffer, and 27
for H. J. Faig. Directors who are not officers or employees of the
Company are not eligible to participate in the Retirement Plan, but are
eligible to participate in the Director's Retirement Plan described
above.
The table below shows examples of pension benefits which are computed on
a straight life annuity basis before deduction of the offset provided by
the Retirement Plan, which depends on length of service and is up to
one-half of the primary Social Security benefit:
Highest Consecutive Estimated Annual Pension for
Five-Year Representative Years of Credited Service
Average Compensation 10 15 20 25 30 35 or More
$ 60,000 $ 9,000 $ 13,500 $ 18,000 $ 22,500 $ 27,000 $ 31,500
80,000 12,000 18,000 24,000 30,000 36,000 42,000
100,000 15,000 22,500 30,000 37,500 45,000 52,500
200,000 30,000 45,000 60,000 75,000 90,000 105,000
300,000 45,000 67,500 90,000 112,500 135,000* 157,500*
400,000 60,000 90,000 120,000* 150,000 180,000* 210,000*
500,000 75,000 112,500 150,000* 187,500 225,000* 262,500*
*Under existing law, payments of annual benefits in excess of $115,641 may
not be made by the Retirement Plan, but may be paid directly by the Company
as described in the following paragraph.
In an effort to attract and retain experienced executives, the Board of
Directors approved a program wherein certain officers are guaranteed annual
pensions of not less than 52.5% and not more than 64.5% of their highest
average pay in a consecutive five-year period (subject to deduction of one-
half of the primary Social Security benefit and benefits, if any, from prior
employers). Other officers are entitled upon retirement to a pension
benefit of not less than that to which they normally would be entitled under
the Retirement Plan if there were no cap under existing law and not more
than 60% of their highest average pay in a consecutive three-year period.
In both cases, such pensions include an amount payable under the Retirement
Plan and are not subject to the maximum limitation imposed on qualified
plans such as the Retirement Plan.
Summary Compensation Table
Annual Compensation (1) Long-Term Compensation
Other Awards Payouts
Annual Restricted Stock LTIP All Other
Name Principal Position Year Salary Bonus Comp.(2) Stock Options Payouts Comp.
D.J.Meyer Chief Executive Officer 1993 $479,520 $ 0 - $93,900 0 $0 $0
Chief Executive Officer 1992 $443,569 $189,000 - $93,600 50,000 $0 $0
Chief Executive Officer 1991 $401,245 $ 80,000 - $91,438 150,000 $0 $0
R.E.Ross Chief Operating Officer 1993 $312,694 $ 0 - $64,556 0 $0 $0
and President
Chief Operating Officer 1992 $279,154 $118,000 - $61,425 50,000 $0 $0
and President
Executive Vice President/ 1991 $184,800 $ 40,000 - $84,869 84,000 $0 $0
President
D.E.Noffsinger Senior Vice President 1993 $201,916 $ 12,100 - $43,037 0 $0 $0
Senior Vice President 1992 $190,032 $ 72,100 - $36,563 17,000 $0 $0
Senior Vice President 1991 $174,785 $ 22,000 - $36,575 34,500 $0 $0
A.L.Shaffer Group Vice President 1993 $197,472 $ 59,200 - $43,037 0 $0 $0
Group Vice President 1992 $158,848 $ 72,100 - $32,175 15,000 $0 $0
Group Vice President 1991 $151,060 $ 18,000 - $31,350 30,000 $0 $0
H.J.Faig(3) Vice President 1993 $165,920 $ 19,700 - $35,212 0 $0 $0
Vice President 1992 $138,005 $ 69,500 - $27,788 15,250 $0 $0
Vice President 1991 $115,115 $ 20,000 - $24,819 31,500 $0 $0
(1) Includes amounts earned in fiscal year.
(2) The total amount of Other Annual Compensation was less than the level
required for reporting.
(3) Elected Group Vice President in February, 1994.
NOTE: The total number of restricted shares, held by the listed officers,
and the aggregate market value at January 1, 1994 are as follows: Mr. Meyer
held 18,200 shares valued at $400,400; Mr. Ross held 15,600 shares valued at
$343,200; Mr. Noffsinger held 7,500 shares valued at $165,000; Mr. Shaffer
held 6,800 shares valued at $149,600; and Mr. Faig held 5,600 shares valued
at $123,200. Dividends are paid on the restricted shares at the same time
and the same rate as dividends paid to the shareholders on unrestricted
shares. Aggregate market value is based on a fair market value of $22.00 at
January 1, 1994.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values Table
Number of Total Number of Total Value of
Shares Unexercised Options Unexercised, In-the-Money
Acquired on Value Held at Fiscal Year-End Options Held at Fiscal Year-End
Name Exercise Realized Exercisable Unexercisable Exercisable(1) Unexercisable(1)
D.J.Meyer 0 $0 268,348 25,000 $1,780,813 $187,500
R.E.Ross 0 $0 167,376 25,000 $1,400,100 $187,500
D.E.Noffsinger 20,000 $316,250 79,180 8,500 $ 438,322 $ 63,750
A.L.Shaffer 52,108 $678,121 38,700 7,500 $ 129,821 $ 56,250
H.J.Faig 15,000 $159,375 52,545 7,625 $ 372,319 $ 57,188
(1) Based on a fair market value of Company stock on January 1, 1994,
of $22.00.
Long-Term Incentive Plan Awards Table
Performance
Number of Of Other Estimated Future Payouts(1)
Shares, Units Period Until Under Non-Stock Price Based Plans
Name or Other Rights Payout Threshold Target Maximum
D.J.Meyer 4,800 3 years 4,800 14,400 19,200
R.E.Ross 3,300 3 years 3,300 9,900 13,200
D.E.Noffsinger 2,200 3 years 2,200 6,600 8,800
A.L.Shaffer 2,200 3 years 2,200 6,600 8,800
H.J.Faig 1,800 3 years 1,800 5,400 7,200
(1) Performance shares are based upon achievement of an average Return on
Capital that exceeds an average Cost of Capital over a three-year period.
The Committee establishes criteria so that performance exceeding the
average cost of capital can result in a payout ranging from a threshold
level to a maximum amount of four times the threshold.
PERFORMANCE GRAPH
PROPOSAL TO APPROVE THE
1994 LONG-TERM INCENTIVE PLAN
The Board of Directors and the Personnel and Compensation Committee (the
"Committee") have continued to review the Company's compensation programs and
have concluded that it is desirable for the shareholders to adopt the 1994
Long-Term Incentive Plan (the "Plan"). The shareholders approved Long-Term
Incentive Plans in 1979 and 1982, both of which terminated December 31, 1983.
The shareholders subsequently approved the 1984 Long-Term Incentive Plan
which terminated December 31, 1987, a 1987 Long-Term Incentive Plan which
expired December 31, 1990, and a 1991 Long-Term Incentive Plan which expired
January 1, 1994, and which will be replaced by the Plan proposed herein. The
Board of Directors believes that these programs have proven beneficial to the
Company and have advanced its interests in attracting and retaining
outstanding management personnel and motivating key employees. For the Plan
to be effective, it must be approved by a majority of the shareholders
present, either in person or by proxy, and entitled to vote.
The essentials of the Plan are outlined below. The full text of the Plan
appears as Exhibit A to this proxy statement, and the following outline is
qualified in its entirety by reference to such text.
Awards
Recipients of awards are approved by the Committee and are limited to key
employees of the Company or its subsidiaries who are in a position to make a
major contribution to the long-term success of the Company. Non-employee
Directors will receive 500 shares of restricted stock upon their initial
election to the Board of Directors and 1,000 non-qualified stock options each
year that the Plan is in place. The forms of award that may be granted under
the Plan are as follows:
(a) Non-Qualified Stock Options ("NQSO's"). These options are similar to
the stock options granted under the 1991 Plan. NQSO's expire ten years after
the date of grant. The purchase price per share of common stock covered by
NQSO's will not be less than 100% of fair market value on the date of grant.
The purchase price of common stock covered by a stock option is payable in
cash, by tendering shares of common stock already owned by the employee or
non-employee director, through financing provided by the Company under its
Key Employee Stock Option Loan Program or otherwise or any combination of the
foregoing.
(b) Incentive Stock Options ("ISO's"). An employee may receive a stock
option in the form of an ISO up to the maximum fair market value at date of
grant as established by the Internal Revenue Code of 1986 (the "Code") (which
is currently $100,000 in a calendar year). ISO's expire within ten years
after the date of grant. The purchase price per share of common stock
covered by ISO's is 100% of the fair market value of a share of common stock
on the date ISO's are granted. The methods of purchase are the same as of
NQSO's.
(c) Performance Awards. Performance awards will be rights to receive cash
or stock payments, based upon the Company's performance related to return on
capital in excess of the before-tax cost of capital during each fiscal year
the Plan is in place. Participants may elect to receive performance awards
in cash or in common stock. In the event the participant elects to receive
common stock, the Company will match the number of shares received with
shares of restricted stock.
(d) Restricted Stock Awards. These are awards of common stock granted to a
participant without the payment of any cash consideration by the participant,
but which are held by the Company and subject to a 3-year restriction against
selling, encumbering or disposing of the shares. Except in the case of
death, retirement or disability of a participant or an exception made by the
Committee, restricted stock awards are subject to forfeiture if the
participant ceases to be in the employ of the Company or its subsidiaries or
ceases to be a non-employee director of the Company during a specified period
of time.
Administration, Participation and Shares Awarded
The Plan is administered by the Committee. No member of the Committee shall
be eligible for participation in the Plan except as stated in "Awards" above.
It is anticipated that approximately 150 employees will participate in this
Plan. This includes Messrs. D. J. Meyer, R. E. Ross, A. L. Shaffer and H. J.
Faig, and includes 8 other executive officers as a group. It is anticipated
that options for approximately 500,000 shares of common stock will be granted
in 1994. It is also anticipated that restricted stock awards for
approximately 20,000 shares of common stock will be awarded in 1994. A
maximum of 2,000,000 shares of common stock in the aggregate may be delivered
or awarded pursuant to the Plan. Shares subject to restricted stock awards,
other than those awarded to officers and directors of the Company, which are
forfeited or unearned and shares subject to options which expire or terminate
shall be available for future awards.
Adjustments
If there is a change in the capital structure of the Company because of any
stock dividend or split, recapitalization, merger, consolidation or other
similar corporate change or any distribution to common shareholders other
than a cash dividend, the Committee shall make such adjustment as, in its
discretion, it deems equitable in the maximum number of shares issuable under
the Plan, the number of outstanding stock options and the option price and
the performance awards and shares of restricted stock.
Amendments and Termination
The Board of Directors may terminate or amend the Plan in whole or in part
provided it does not adversely affect any rights or obligations with respect
to awards which have been made under the Plan. Unless approved by
shareholders, the Board of Directors may not (1) increase the total number of
shares reserved for grant pursuant to the Plan (other than the provisions in
"Adjustments" above), (2) change the class of employees eligible to be
participants, (3) decrease the minimum option prices stated in the Plan, (4)
extend the expiration of the Plan, or (5) extend the maximum period during
which stock options may be exercised or reduce the restriction period for
restricted stock awards.
Change of Control
In the event of a change of control of the Company, (1) all of the time
periods relating to the exercise or realization of awards of stock options,
performance awards or restricted stock, will be accelerated, (2) deferrals of
Company stock will be released, and (3) Performance Awards eligible to be
earned will be payable in full.
Tax and Accounting Consequences
The federal income tax consequences and accounting treatment with respect to
awards under the Plan differ depending on the form of award.
(a) An individual receiving an NQSO award under the Plan will not be in
receipt of taxable income under the Code and regulations thereunder on the
date of grant of the option. An individual will generally recognize ordinary
compensation income at the time the option is exercised in the amount that
the fair market value of the shares on the date of exercise exceeds the
option price. The Company will be entitled to a deduction at the time and in
the amount that ordinary compensation income is recognized by the individual.
The disposition of shares acquired upon exercise of an NQSO will generally
result in a capital gain or loss for the optionee but will have no income tax
consequences for the Company.
(b) An individual receiving an ISO award under the Plan will not be in
receipt of taxable income upon the grant of the option or at the time of
exercise of the option. The individual will have a gain taxed at capital
gain rates when he sells the shares, if he holds the shares for at least one
year after the ISO is exercised and he sells the shares at least two years
after the grant of the option. If the individual sells the shares before
that time, the individual will recognize ordinary compensation income at the
time of sale in amounts determined under the rules of the Code and the
balance of any gain and any loss will be treated as a capital gain or loss.
The Company will not be entitled to a deduction in connection with the
exercise of an ISO or thereafter except that the Company will be entitled to
a deduction equal to any ordinary compensation income so recognized by the
individual.
(c) Under current accounting principles, neither the grant nor exercise of
stock options result in any charge to the Company's earnings. Options
outstanding, if dilutive, will be a factor in determining earnings per share.
(d) With respect to restricted stock awards, an individual may elect under
Section 83(b) of the Code to include, as compensation income, the fair market
value of the shares at the time of grant (determined without regard to any
lapsed restrictions). If the election is not made, the individual will have
compensation income at the end of the restriction period equal to the fair
market value of the shares at that time. The Company will receive a
corresponding deduction at the same time and in the same amount as the
individual has income.
(e) An individual will recognize income upon the payment of performance
awards and the Company will receive a corresponding deduction at the same
time and in the same amount as the individual has income.
(f) Special rules may apply to officers and directors subject to liability
under Section 16(b) of the Securities Exchange Act of 1934 that may postpone
the recognition of income by such individuals (unless they elect to the
contrary) and the corresponding deduction by the Company to a date up to six
months following the grant of an option or the receipt of restricted stock,
or shares pursuant to a performance award.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE CINCINNATI MILACRON 1994 LONG-TERM INCENTIVE PLAN.
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young as independent auditors of
the Company and its subsidiaries for the fiscal year 1994.
While there is no legal requirement that the selection of auditors be
submitted to a vote of the shareholders, such procedure has been recommended
by the Board of Directors because it believes that the selection of auditors
is of sufficient importance to justify shareholder ratification. In the
event that the shareholders do not confirm the selection, the Board of
Directors will reconsider its selection. Confirmation of the appointment
will require the affirmative vote of the holders of shares of the Common
Stock and the Preferred Stock entitled to cast a majority of the total number
of votes represented by the shares of such stock, voting together as a single
class.
THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SELECTION OF ERNST & YOUNG BE CONFIRMED
SHAREHOLDER PROPOSALS FOR THE
1995 ANNUAL MEETING OF SHAREHOLDERS
In order for shareholder proposals for the 1995 Annual Meeting of
Shareholders to be eligible for inclusion in the Company's proxy material,
they must be received by the Company at its principal office in Cincinnati,
Ohio, prior to November 24, 1994.
OTHER MATTERS
The Board of Directors does not intend to present any other business at the
meeting and knows of no other matters which will be presented. However, if
any other matters come before the meeting, it is the intention of the persons
named as proxies to vote in accordance with their judgment on such matters.
By order of the Board of Directors
CINCINNATI MILACRON INC.
Wayne F. Taylor,
Vice President, General Counsel and Secretary
Cincinnati, Ohio
March 25, 1994