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[OWENS-ILLINOIS LOGO]
OWENS-ILLINOIS, INC.
NOTICE AND PROXY STATEMENT
FOR
THE ANNUAL MEETING OF SHARE OWNERS
TO BE HELD
WEDNESDAY, MAY 10, 1995
YOUR VOTE IS IMPORTANT
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN
THE ENCLOSED ENVELOPE.
OWENS-ILLINOIS, INC.
ONE SEAGATE
TOLEDO, OHIO 43666
-------------------
NOTICE OF ANNUAL MEETING OF SHARE OWNERS
-------------------
Dear Share Owner:
You are cordially invited to attend the Annual Meeting of Owens-Illinois'
share owners which will be held on Wednesday, May 10, 1995, at 2:00 p.m. in the
auditorium of the Owens-Illinois World Headquarters Building, One SeaGate,
Toledo, Ohio for the purpose of considering and voting upon the following
matters:
1. The election of four directors for a term of three years.
2. Such other business as may properly be presented for action at the
meeting or any adjournment thereof.
Enclosed is a Proxy Statement which provides information concerning the
Company and the Board of Directors' nominees for election as directors. Also
enclosed is a copy of the Company's Annual Report which describes the results of
our operations during 1994 and provides other information about the Company
which will be of interest.
The Board of Directors fixed the close of business on March 13, 1995, as the
record date for the determination of share owners owning the Company's Common
Stock, par value $.01 per share, entitled to notice of and to vote at the Annual
Meeting.
Enclosed is a proxy card which provides you with a convenient means of
voting on the matters to be considered at the meeting whether or not you attend
the meeting in person. All you need do is mark the proxy card to indicate your
vote, sign and date the card, then return it in the enclosed envelope as soon as
conveniently possible. If the shares are held in more than one name, all holders
of record should sign. If you desire to vote for all of the Board of Directors'
nominees, you need not mark your votes on the proxy card but need only sign and
date it and return it in the enclosed envelope.
Management sincerely appreciates your support. We hope to see you at the
Annual Meeting.
By order of the Board of Directors,
JOSEPH H. LEMIEUX
Chairman of the Board
THOMAS L. YOUNG
Secretary
March 30, 1995
Toledo, Ohio
OWENS-ILLINOIS, INC.
ONE SEAGATE
TOLEDO, OHIO 43666
-------------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHARE OWNERS
TO BE HELD MAY 10, 1995
-------------------
The Annual Meeting of the share owners of Owens-Illinois, Inc. (herein
called the "Company") will be held on Wednesday, May 10, 1995, at 2:00 p.m. in
the auditorium of the Owens-Illinois World Headquarters Building, One SeaGate,
Toledo, Ohio. At the Annual Meeting, share owners will elect four directors for
a term of three years, as more fully described below.
This Proxy Statement has been prepared in connection with the solicitation
by the Company's Board of Directors of proxies for the Annual Meeting and
provides information concerning the persons nominated by the Board of Directors
for election as directors, and other information relevant to the Annual Meeting.
The Company intends to commence distribution of this Proxy Statement and the
materials which accompany it on or about March 30, 1995.
The record of share owners entitled to notice of and to vote at the Annual
Meeting was taken as of the close of business on March 13, 1995 (the "record
date"), and each share owner will be entitled to vote at the meeting any shares
of the Company's Common Stock, par value $.01 per share ("Common Stock"), held
of record at the record date.
Each share owner of record is requested to complete, date and sign the
accompanying proxy card and return it promptly in the enclosed envelope. The
proxy card lists each person nominated by the Board of Directors for election as
director. Proxies duly executed and received in time for the meeting will be
voted in accordance with share owners' instructions. If no instructions are
given, proxies will be voted (a) to elect Lee A. Wesselmann, James H. Greene,
Jr., George R. Roberts and Robert J. Dineen as directors of the Company for a
term of three years, and (b) in the discretion of the proxy holders as to any
other business which may properly come before the meeting.
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides for a
classified Board of Directors consisting of three classes as nearly equal in
size as practicable. Each class holds office until the third Annual Meeting for
selection of directors following the election of such class. The Board of
Directors of the Company (the "Board") currently consists of eleven members,
four of whom are Class I directors whose terms expire at this year's Annual
Meeting, four of whom are Class II directors whose terms expire at the 1996
Annual Meeting, and three of whom are Class III directors whose terms expire at
the 1997 Annual Meeting. All of the eleven directors listed herein, including
the nominees, have served as directors since the last Annual Meeting.
The Board has nominated four persons for election as Class I directors to
serve for a three-year term expiring in 1998 and until their successors have
been elected and qualified. The four nominees of
1
the Board are Lee A. Wesselmann, James H. Greene, Jr., George R. Roberts and
Robert J. Dineen, each of whom is currently serving as a director of the
Company. If for any reason any of them should be unavailable to serve, proxies
solicited hereby may be voted for a substitute as well as for the other
nominees. The Board, however, expects all nominees to be available.
The nominees and the directors whose terms of office continue after this
year's Annual Meeting are listed below with brief statements setting forth their
present principal occupations and other information, including directorships in
other public companies.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHARE OWNERS
VOTE FOR THE FOUR NOMINEES IDENTIFIED BELOW.
CLASS I: NOMINEES FOR 3-YEAR TERM
Lee A. Wesselmann Director since 1988
Senior Vice President and Age 59
Chief Financial Officer
Owens-Illinois, Inc.
Mr. Wesselmann has been Senior Vice President and Chief Financial Officer and a
director of the Company since 1988. He previously served with the Company as
Secretary (1988-1990), and Vice President and Comptroller (1984-1988). Mr.
Wesselmann is a director of Owens-Illinois Group, Inc. He is a member of the
Executive Committee.
James H. Greene, Jr. Director since 1987
General Partner Age 44
Kohlberg Kravis Roberts & Co., L.P.
Mr. Greene has been a General Partner of each of Kohlberg Kravis Roberts & Co.,
L.P. and KKR Associates, L.P. since 1993; prior thereto he was an executive of
Kohlberg Kravis Roberts & Co., L.P. and a limited partner of KKR Associates,
L.P. for more than five years. Mr. Greene is a director of RJR Nabisco Holdings
Corp., RJR Nabisco, Inc., Safeway Inc., The Stop & Shop Companies, Inc., Union
Texas Petroleum Holdings, Inc., The Vons Companies, Inc. and Owens-Illinois
Group, Inc. He is a member of the Executive and Compensation Committees.
George R. Roberts Director since 1987
General Partner Age 51
Kohlberg Kravis Roberts & Co., L.P.
Mr. Roberts has been a general partner of each of Kohlberg Kravis Roberts & Co.,
L.P. and KKR Associates, L.P. for more than five years. Mr. Roberts is a
director of American Re Corporation, AutoZone, Inc., Borden, Inc., Duracell
International, Inc., Flagstar Companies, Inc., Flagstar Corporation, IDEX
Corporation, K-III Communications Corp., Red Lion Properties, Inc., RJR Nabisco
Holdings Corp., RJR Nabisco, Inc., Safeway Inc., The Stop & Shop Companies,
Inc., Union Texas Petroleum Holdings, Inc., World Color Press, Inc. and
Owens-Illinois Group, Inc.
Messrs. Kravis and Roberts are first cousins.
2
Robert J. Dineen Director since 1994
Chairman of the Board of Directors Age 65
Layne, Inc.
Mr. Dineen has been Chairman of the Board of Directors of Layne, Inc. since
1992. Prior to 1993, Mr. Dineen was President and Chief Executive Officer of The
Marley Company for more than five years. Mr. Dineen is a director of Layne, Inc.
and Kansas City Power & Light Company. He is a member of the Audit Committee.
CLASS II: TERM EXPIRES IN 1996
Edward A. Gilhuly Director since 1987
General Partner Age 35
Kohlberg Kravis Roberts & Co., L.P.
Mr. Gilhuly has been a general partner of each of Kohlberg Kravis Roberts & Co.,
L.P. and KKR Associates, L.P. since 1995; prior thereto he was an executive of
Kohlberg Kravis Roberts & Co., L.P. and a limited partner of KKR Associates,
L.P. for more than five years. Mr. Gilhuly is a director of Layne, Inc., Union
Texas Petroleum Holdings, Inc., Red Lion Properties, Inc. and Owens-Illinois
Group, Inc. He is a member of the Executive, Compensation and Audit Committees.
Robert J. Lanigan Director since 1987
Chairman Emeritus Age 67
Mr. Lanigan was the Chairman of the Board of Directors of the Company from 1984
to 1991 and the Chief Executive Officer of the Company from 1984 to 1990. Mr.
Lanigan is a director of Chrysler Corporation, The Coleman Company, Inc., The
Dun and Bradstreet Corporation, Sonat, Inc., Sonat Offshore Drilling, Inc. and
Owens-Illinois Group, Inc.
Robert I. MacDonnell Director since 1987
General Partner Age 57
Kohlberg Kravis Roberts & Co., L.P.
Mr. MacDonnell has been a general partner of each of Kohlberg Kravis Roberts &
Co., L.P. and KKR Associates, L.P. for more than five years. Mr. MacDonnell is a
director of AutoZone, Inc., Safeway Inc., The Vons Companies, Inc. and
Owens-Illinois Group, Inc.
John J. McMackin, Jr. Director since 1994
Partner Age 43
Williams & Jensen
Mr. McMackin has been a partner of Williams & Jensen for more than five years.
He is a member of the Audit Committee.
3
CLASS III: TERM EXPIRES IN 1997
Joseph H. Lemieux Director since 1987
Chairman of the Board and Age 64
Chief Executive Officer
Owens-Illinois, Inc.
Mr. Lemieux has been Chairman of the Board of the Company since 1991 and Chief
Executive Officer of the Company since 1990. Mr. Lemieux was President and Chief
Operating Officer of the Company and its predecessor from 1986 to 1990. Mr.
Lemieux is a director of Health Care and Retirement Corporation, National City
Corporation, National City Bank, Northwest, Libbey Inc. and Owens-Illinois
Group, Inc. He is chairman of the Executive Committee.
Henry R. Kravis Director since 1987
General Partner Age 51
Kohlberg Kravis Roberts & Co., L.P.
Mr. Kravis has been a general partner of each of Kohlberg Kravis Roberts & Co.,
L.P. and KKR Associates, L.P. for more than five years. Mr. Kravis is a director
of American Re Corporation, AutoZone, Inc., Borden, Inc., Duracell
International, Inc., Flagstar Companies, Inc., Flagstar Corporation, IDEX
Corporation, K-III Communications Corp., RJR Nabisco Holdings Corp., RJR
Nabisco, Inc., Safeway Inc., The Stop & Shop Companies, Inc., Union Texas
Petroleum Holdings, Inc., World Color Press, Inc. and Owens-Illinois Group, Inc.
Michael W. Michelson Director since 1987
General Partner Age 43
Kohlberg Kravis Roberts & Co., L.P.
Mr. Michelson has been a general partner of each of Kohlberg Kravis Roberts &
Co., L.P. and KKR Associates, L.P. for more than five years. Mr. Michelson is a
director of AutoZone, Inc., Fred Meyer, Inc., Red Lion Properties, Inc., Union
Texas Petroleum Holdings, Inc. and Owens-Illinois Group, Inc. He is chairman of
the Compensation Committee and a member of the Executive Committee.
FUNCTIONS OF THE BOARD AND ITS COMMITTEES
The Board has the ultimate authority for the management of the Company's
business. The Board selects the Company's executive officers, delegates
responsibilities for the conduct of the Company's operations to those officers,
and monitors their performance.
Important functions of the Board are performed by committees comprised of
members of the Board. Subject to applicable provisions of the Company's By-Laws,
the Board as a whole appoints the members of each committee each year at its
first meeting following the Annual Meeting. The Board may, at any time, change
the authority or responsibility delegated to any committee. There are three
regularly constituted committees of the Board: the Executive Committee, the
Audit Committee and the Compensation Committee. The Company does not have a
nominating committee or any regularly constituted committee performing the
functions of such a committee.
The Executive Committee is empowered to exercise the authority of the Board
in the management of the Company between meetings of the Board, except that the
Executive Committee may not fill vacancies on the Board, appoint or remove
officers, amend the Company's By-Laws or exercise certain other powers reserved
to the Board or delegated to other Board committees.
4
The Audit Committee recommends to the Board the firm of independent auditors
to audit the Company's financial statements for each fiscal year; reviews with
the independent auditors the general scope of this service; reviews the nature
and extent of the non-audit services performed by the independent auditors; and
consults with management on the activities of the Company's independent auditors
and the Company's internal control structure.
The Compensation Committee administers the Amended and Restated Stock Option
Plan and certain other benefit plans of the Company and makes recommendations to
the Board with respect to the compensation to be paid and benefits to be
provided to directors, officers and employees of the Company.
During 1994, the Board held four formal meetings, the Audit Committee held
two formal meetings and the Compensation Committee held three formal meetings.
The Executive Committee held no meetings in 1994. During 1994, each member of
the Board attended 75% or more of the aggregate number of meetings of the Board
and of committees of the Board of which he was a member, except Henry R. Kravis,
Robert J. Lanigan and Robert I. MacDonnell. In addition to the formal meetings
indicated above, the Board and the committees of the Board consulted frequently
and often acted by written consent taken without a meeting.
5
DIRECTOR AND EXECUTIVE COMPENSATION AND OTHER INFORMATION
DIRECTOR COMPENSATION
With the exception of Mr. Lanigan, directors of the Company who are not
Company officers are paid a fee of $35,000 annually plus expenses associated
with meetings of the Company's Board. In 1990, the Company entered into an
agreement with Mr. Lanigan pursuant to which Mr. Lanigan agreed to provide
consulting services to the Company, as and to the extent requested by Mr.
Lemieux, for the five-year period commencing on January 1, 1991. Under this
agreement, Mr. Lanigan receives an annual fee of $250,000 and certain other
non-monetary consideration as well as reimbursement for travel and other
expenses incurred in connection with his performance of consulting services
requested by Mr. Lemieux. The agreement further provides that the annual fee
payable to Mr. Lanigan also constitutes his fee for continuing to serve on the
Board.
SUMMARY COMPENSATION TABLE
The following table shows, for the years ended December 31, 1992, 1993 and
1994, the cash compensation paid by the Company and its subsidiaries, as well as
certain other compensation paid or accrued for those years, to the Company's
Chief Executive Officer and the four most highly compensated executive officers
of the Company (the "named executive officers") in all capacities in which they
served.
LONG TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ------------------------- ---------
OTHER RESTRICTED SECURITIES LONG-TERM
ANNUAL STOCK UNDERLYING INCENTIVE ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($) (#)(4) ($)(5) ($)(6)
----------------------------- ---- -------- -------- ------------ ---------- ------------ --------- ------------
Joseph H. Lemieux............ 1994 $540,000 $700,000 $283,255(7) $0 20,000 $387,472 $176,302(8)
Chairman and Chief Executive 1993 515,000 656,000 31,497 0 15,000 349,125 7,013
Officer 1992 498,333 450,000 35,765 0 200,000 277,313 6,866
Lee A Wesselmann............. 1994 244,000 215,000 16,473 0 10,000 116,546 7,364
Senior V.P. & Chief 1993 238,208 212,000 7,916 0 7,000 105,350 6,958
Financial Officer 1992 227,583 140,000 17,873 0 25,000 82,875 6,828
Terry L. Wilkison............ 1994 230,000 215,000 15,934 0 15,000 83,147 6,594
Executive V.P., Domestic 1993 219,667 215,000 6,934 0 10,000 74,480 6,184
Packaging Operations 1992 202,667 140,000 7,682 0 40,000 58,820 6,080
R. Scott Trumbull............ 1994 225,000 215,000 21,109 0 15,000 80,230 5,938
Executive V.P., 1993 213,750 209,000 10,977 0 10,000 72,520 26,044
International Operations 1992 195,833 100,000 11,128 0 30,000 58,820 5,875
Thomas L. Young.............. 1994 205,000 215,000 14,608 0 15,000 74,395 6,450
Exec. V.P.-Administration, 1993 196,083 192,000 9,768 0 10,000 66,640 5,883
Secretary & Gen. Counsel 1992 181,333 100,000 8,416 0 30,000 51,408 27,329
------------
(1) Includes amounts deferred at the election of the named executive officer
pursuant to the salary reduction provisions of the Stock Purchase and
Savings Program.
(2) The amounts disclosed in this column represent awards under the
Owens-Illinois, Inc. Senior Management Incentive Plan for the year
indicated. Amounts, if any, deferred at the election of an executive officer
are included in the year earned.
(3) The amounts disclosed in this column represent amounts reimbursed during the
year for the payment of taxes.
(4) No SAR's were granted to any of the named executive officers during 1994.
(5) The amounts disclosed in this column represent awards under the
Owens-Illinois, Inc. Performance Award Plan for the year indicated. Amounts,
if any, deferred at the election of an executive officer are included in the
year earned.
(6) The amounts disclosed in this column for 1994 represent matching cash
contributions by the Company to the Stock Purchase and Savings Program and
the Executive Savings Plan, both defined contribution plans.
(7) The amount shown reflects $231,855 reimbursed to Mr. Lemieux in 1994 for the
payment of taxes, of which $173,878 is attributable to the life insurance
policy discussed in footnote (8) below. The amount shown also reflects the
value of certain perquisites provided by the Company to Mr. Lemieux
totalling $52,000, of which $32,646 is attributable to his personal use of
Company aircraft.
(8) Also includes the $168,402 cash value of a whole life insurance policy
purchased by the Company and owned by Mr. Lemieux.
6
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
The following table provides information on option grants in 1994 to the
named executive officers.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION FOR
OPTIONS/SARS GRANTED TO EXERCISE OR OPTION TERM(3)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME (#)(2) FISCAL YEAR ($/SH) DATE 5% 10%
----------------------- ------------ ------------ ----------- ---------- -------- --------
Joseph H. Lemieux...... 20,000 3.7% $ 11.00 06/29/04 $138,360 $350,620
Lee A. Wesselmann...... 10,000 1.9% 11.00 06/29/04 69,180 175,310
Terry L. Wilkison...... 15,000 2.8% 11.00 06/29/04 103,770 262,965
R. Scott Trumbull...... 15,000 2.8% 11.00 06/29/04 103,770 262,965
Thomas L. Young........ 15,000 2.8% 11.00 06/29/04 103,770 262,965
------------
(1) No SAR's were granted to any of the named executive officers during 1994.
(2) Exercises of one-half of the options are permitted after each of the fifth
and sixth anniversaries of the dates of the grant; provided, options shall
become exercisable after the first anniversary of the date of the grant
thereof at the time when the average fair market value per share (as
evidenced by the closing price of the underlying stock on the principal
exchange on which it is traded) for any period of 20 consecutive trading
days (commencing after such first anniversary) is at least equal to the
product of the fair market value per share on the date of grant times the
amount shown below under "Stock Price Multiple" as to the percentage of the
shares of stock initially subject to the option shown below under "Exercise
Percentage."
STOCK PRICE RESULTING
MULTIPLE STOCK PRICE EXERCISE PERCENTAGE
120% $ 13.20 25%
144% 15.84 50%
172% 18.92 75%
206% 22.66 100%
(3) Based on actual option term and annual compounding. The assumed annual rates
of appreciation of 5 and 10 percent would result in the price of the
Company's Common Stock increasing to $17.918 and $28.531, respectively.
7
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
Shown below is information with respect to the unexercised options to
purchase the Company's Common Stock granted in 1994 and prior years to the named
executive officers and held by them at December 31, 1994. None of the named
executive officers exercised any stock options during 1994.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
DECEMBER 31, 1994 AT DECEMBER 31, 1994(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------------------------- ----------- ------------- ----------- -------------
Joseph H. Lemieux........................... 654,056 235,000 $ 3,924,336 $ 0
Lee A. Wesselmann........................... 140,637 42,000 843,822 0
Terry L. Wilkison........................... 128,131 65,000 768,786 0
R. Scott Trumbull........................... 132,000 55,000 792,000 0
Thomas L. Young............................. 69,562 55,000 417,372 0
------------
(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange on that date of $11.00.
8
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
The named executive officers are covered by the Company's Performance Award
Plan ("PAP") under which eligible employees receive annual cash awards payable
at the end of the three-year period covered by the grant of the award. Award
payouts under PAP are based on the average annual attainment of the performance
objectives set by the Compensation Committee of the Board. For the 1992-1994,
1993-1995 and 1994-1996 award periods, performance was or will be evaluated in
comparison to the Company's attained levels of return on assets and earnings per
share on an equally weighted basis relative to objectives for those periods. The
target amounts shown below are earned by Company performance at the level of
100% of the established objectives, with such payment percentage increasing or
decreasing four percentage points for each single percentage point increase or
decrease, respectively, in performance.
PERFORMANCE
OR OTHER
PERIOD ESTIMATED FUTURE PAYOUTS UNDER
UNTIL NON-STOCK PRICE-BASED PLANS
MATURATION ---------------------------------
NAME OR PAYOUT THRESHOLD TARGET MAXIMUM
-------------------------------------------------- ----------- --------- -------- --------
Joseph H. Lemieux................................. 1992-1994 $76,500 $382,500 (1)
1993-1995 81,000 405,000 (1)
1994-1996 84,000 420,000 (1)
Lee A. Wesselmann................................. 1992-1994 23,010 115,050 (1)
1993-1995 24,400 122,000 (1)
1994-1996 25,590 127,950 (1)
Terry L. Wilkison................................. 1992-1994 16,416 82,080 (1)
1993-1995 18,400 92,000 (1)
1994-1996 19,296 96,480 (1)
R. Scott Trumbull................................. 1992-1994 15,840 79,200 (1)
1993-1995 18,000 90,000 (1)
1994-1996 18,880 94,400 (1)
Thomas L. Young................................... 1992-1994 14,688 73,440 (1)
1993-1995 16,400 82,000 (1)
1994-1996 17,200 86,000 (1)
------------
(1) The maximum dollar amount that may be earned under PAP is not capped.
9
PENSION PLANS
The following table illustrates the estimated annual benefits payable under
the Owens-Illinois Salary Retirement Plan (the "Retirement Plan") and
nonqualified retirement plans in various average earnings classifications upon
normal retirement at age 65:
YEARS OF CREDITED SERVICE
--------------------------------------------------------
HIGHEST CONSECUTIVE THREE-YEAR
AVERAGE ANNUAL EARNINGS 20 25 30 35 40
--------------------------------------- -------- -------- -------- -------- --------
$ 200,000............................. $ 53,366 $ 66,707 $ 80,049 $ 93,390 $ 98,390
400,000............................. 110,175 137,719 165,262 192,806 202,806
600,000............................. 167,318 209,147 250,977 292,806 307,806
800,000............................. 224,461 280,576 336,691 392,806 412,806
1,000,000............................. 281,603 352,004 422,405 492,806 517,806
1,200,000............................. 338,746 423,433 508,119 592,806 622,806
1,400,000............................. 395,889 494,861 593,834 692,806 727,806
1,600,000............................. 453,032 566,290 679,548 792,806 832,806
The above pension table illustrates benefits calculated on a straight-life
annuity basis, and reflects the greater of the regular benefit or the
"grandfathered" benefit available under the formula in effect prior to January
1, 1989. The regular benefit does not contain an offset for social security or
other amounts, whereas the "grandfathered" benefit does provide for a partial
offset for social security benefits.
The compensation covered by the plans under which the benefits are
summarized in the table above equals the sum of base salary and Senior
Management Incentive Plan payments, as reported in the Summary Compensation
Table for the named executive officers for the last three fiscal years, and is
equal to the highest three-year average of such amounts. At January 31, 1995,
Mr. Lemieux had 37 years of credited service, Mr. Wesselmann had 34 years of
credited service, Mr. Wilkison had 31 years of credited service, Mr. Trumbull
had 23 years of credited service and Mr. Young had 18 years of credited service
under the Retirement Plan. To the extent that benefits in the preceding table
cannot, under the limitations of the Code, be provided under the Retirement
Plan, such benefits will be provided under the Company's Supplemental Retirement
Benefit Plan.
EMPLOYMENT AGREEMENTS. The Company has entered into employment agreements
with certain officers, including the named executive officers listed above, that
entitle the participants to receive their base salaries and to participate in
designated benefit plans of the Company. The agreements provide for termination
of employment at any time, with or without cause, and the benefit plans
designated therein and each employee's rights to receive salary and bonuses
pursuant thereto are subject to modification by the Company in its sole
discretion. Such employment agreements permit executive officers to take part in
the Senior Executive Life Insurance Plan, whereby the Company purchases life
insurance policies which are transferred to the participants subject, in part,
to the executive agreeing not to compete with the Company.
CERTAIN TRANSACTIONS
During 1994, the law firm of Williams & Jensen, of which Mr. McMackin is a
partner, received fees for legal services in connection with various matters. It
is anticipated that the Company will continue to utilize the services of
Williams & Jensen on various Company matters.
10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The following non-employee directors serve on the Compensation Committee of
the Company's Board of Directors: Edward A. Gilhuly, James H. Greene, Jr. and
Michael W. Michelson (chair). Until June, 1987, Mr. Gilhuly and Mr. Greene were
officers of the Company. Messrs. Greene, Michelson and Gilhuly are general
partners of Kohlberg Kravis Roberts & Co., L.P., which provides management,
consulting and financial services to the Company for an annual fee. In 1994 the
payment for the management fee and expenses was $944,300. Such services include,
but are not necessarily limited to, advice and assistance concerning any and all
aspects of the operation, planning and financing of the Company and its
subsidiaries, as needed from time to time.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Company's Board of
Directors establishes the Company's policies regarding the compensation of its
executive officers and other key managers, and oversees the compensation
practices employed pursuant to those policies. The Committee also administers
the Company's Stock Option Plan, the Performance Award Plan ("PAP"), and, with
the Chief Executive Officer, the Senior Management Incentive Plan ("SMIP"). The
Committee has direct responsibility for the compensation of the Chief Executive
Officer.
The Company's principal objective is to increase share owner value over
time. The Committee's executive compensation policies are intended and
structured to achieve this objective by emphasis on and adherence to the
following principles: (1) focus on a significant equity orientation among
executives to align their interests with those of all other share owners, (2)
linkage of compensation with achievement of certain specific financial,
strategic and operating goals which underlie long-term share owner value, (3)
maintenance of plans which are competitive with those of other successful
companies of comparable size, particularly those in the industries in which the
Company competes, and (4) effective communication and straightforward
administration of plans that are well understood and not unduly complex.
The components of the Company's executive officer compensation are:
. Base Salary
. Annual Incentive
. Long-Term Incentives
. Benefits
BASE SALARY. Base salaries are set at levels intended to be competitive with
industrial companies of comparable size in a broad range of American industries,
which the Committee believes are the Company's competitors for executive talent.
In 1994, the Company adopted a policy of providing salary adjustments for its
salaried personnel only on a one-time lump sum basis, rather than in the form of
permanent adjustments to base salaries. The Committee followed this policy in
the case of Mr. Lemieux, granting a 3.7% lump sum adjustment to Mr. Lemieux's
base salary in December, 1994. The Committee believes that such percentage
increase is consistent with average percentage increases given to all executive
employees in industrial companies based on information generally available to
the Company and the Committee and on information obtained from independent
compensation consultants.
ANNUAL INCENTIVE. The Company's SMIP establishes target annual incentives
for key executives in the form of a percentage of base salary (up to a maximum
target incentive in the case of the Chief
11
Executive Officer). The SMIP provides for annual incentive awards consisting of
a corporate performance component based on the Company's attainment of an annual
rate of return on net assets ("RONA") established by the Board as the
performance objective for the year, an operating unit RONA performance component
(for executive positions at the unit level), and a discretionary component. Each
performance component and, in the aggregate, the discretionary components are
contingent on the Company's attainment of the corporate RONA objective for the
year.
The SMIP establishes precise quantitative relationships between performance
and payout percentages within defined minimum/maximum ranges. For any covered
executive including the Chief Executive Officer, the maximum SMIP payment
percentage under the Plan is 150% of his or her target incentive percentage.
Based on the Company's RONA performance in 1994 in excess of its 1994 RONA
objective, and further based on the Committee's evaluation of certain other
performance factors relating to the Chief Executive Officer, including his
leadership in continuing to implement a comprehensive reengineering program for
most of the Company's domestic operations and related corporate staff functions,
Mr. Lemieux was granted an SMIP award of $700,000 in 1994.
LONG-TERM INCENTIVES. There are two forms of long-term incentives utilized
for key executives: PAP, which provides cash awards, and stock options granted
pursuant to the Company's Stock Option Plan.
The PAP establishes target cash awards for key executives based on a
percentage of base salary at the time of the award (up to a maximum target award
of 75% in the case of the Chief Executive Officer). The PAP is based on a
three-year performance cycle. Award payouts are based on the average annual
attainment of the performance objectives set by the Board for each year of each
award period. The Board establishes the performance criteria under this Plan and
sets the relative weighting where multiple criteria are applicable. For the
1993-95 and 1994-96 award periods, performance will be evaluated in comparison
to the Company's attained levels of RONA and earnings per share on an equally
weighted basis relative to objectives for these periods. Under the Plan,
performance at the level of 100% of these established objectives results in a
100% payment of the PAP award, with such payment percentage increasing or
decreasing four percentage points for each single percentage point increase or
decrease, respectively, in performance.
The Committee previously approved a PAP allotment to Mr. Lemieux for the
1992-94 award period of $382,500, and the Committee determined, in the manner
described in the immediately preceding paragraph, that performance in 1992-94
award period relative to the RONA and earnings per share objectives established
for this period warranted a 101% payout of Mr. Lemieux's 1992-94 PAP allotment.
In 1994, the Committee approved a PAP allotment to Mr. Lemieux for the
1994-1996 award period of $420,000.
The Company Stock Option Plan provides executives with the opportunity to
acquire an equity interest in the Company and to share in the appreciation of
the value of the stock. Stock options only have value if the stock price
appreciates from the date the options are granted. Furthermore, under the form
of Stock Option Agreement currently approved by the Committee, exercisability of
options is not available until the fifth year after the grant date unless
exercisability has been accelerated by virtue of increase(s) in the Company
stock price.
12
Each year the Committee determines the total number of options to be awarded
to all eligible key employees as a group. The Committee determined that in 1994
a pool approximately equal to .45% of the total number of outstanding shares of
common stock of the Company was sufficient to achieve the overall goals of the
plan. The number of options awarded to each eligible key employee, including the
Chief Executive Officer and each executive officer, is based on the opportunity
for such individual to enhance shareholder value through the effective
performance of such individual's job responsibilities. Consideration is also
given to the total number of options previously granted to such individual. In
1994, Mr. Lemieux was granted options on 20,000 shares.
BENEFITS. Benefits offered to executive officers are essentially the same as
those offered to all salaried employees of the Company. The level and nature of
such benefits are reviewed from time to time to ensure that they are
competitive, tax efficient, and otherwise appropriate in the judgment of the
Committee. Based on information obtained from an independent compensation
consultant showing that the level of life insurance previously provided to Mr.
Lemieux was significantly below competitive levels, the Committee approved the
procurement of an additional $350,000 life insurance policy for Mr. Lemieux in
1994.
The Committee believes that the executive compensation policies and programs
described above serve the interest of all share owners and the Company and
substantially link the compensation of the Company's executives with the
Company's performance.
TAX DEDUCTIBILITY COMPENSATION. During 1993, the Internal Revenue Code of
1986 was amended by adding a new Section 162(m), which denies a tax deduction to
a publicly held corporation for compensation paid to its Chief Executive Officer
and its other four most highly compensated officers to the extent any such
compensation exceeds $1 million in a taxable year after 1993. Such denial of tax
deductibility is subject, however, to an exception for "performance-based
compensation." The Internal Revenue Service has issued proposed regulations
purporting to interpret and implement the provisions of Section 162(m).
Mr. Lemieux is the only executive whose compensation under the Company's
cash compensation plans is potentially subject to the provisions of Section
162(m). Mr. Lemieux has elected, pursuant to a deferred compensation plan
previously approved by the Committee, to defer until his retirement an amount of
his potential incentive compensation for 1995 such that his total compensation
will not in any event exceed the $1 million deductibility limit in 1995.
Michael W. Michelson, Chairman
Edward A. Gilhuly
James H. Greene, Jr.
13
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG OWENS-ILLINOIS, S&P 500 AND PACKAGING GROUP
[LINE GRAPH OF THE VALUES CONTAINED IN THE
TABLE BELOW, AT THE VARIOUS DATES INDICATED]
1989 1990 12/11/91 1991 1992 1993 1994
---- ---- -------- ---- ---- ---- ----
OWENS-
ILLINOIS $100.00 $109.09 $90.91 $112.50 $100.00
--------------------------------------------------------------------------------
S&P 500 $88.15 $85.41 $100.00 $111.44 $119.93 $132.02 $133.76
--------------------------------------------------------------------------------
PACKAGING
GROUP $105.59 $91.02 $100.00 $112.92 $124.74 $131.11 $141.04
--------------------------------------------------------------------------------
The above graph compares the performance of the Company's Common Stock with
that of a broad market index (the S&P 500 Composite Index) and a packaging group
consisting of companies with lines of business or product end uses comparable to
those of the Company for which market quotations are available.
The packaging group consists of: Aluminum Co. of America, Aptargroup Inc.,
Avery Dennison Corp., Ball Corp., Bemis Co., Chesapeake Corp., Continental Can,
Crown Cork & Seal Co., Johnson Controls Inc., Kerr Group Inc., Lawson Mardon
Group Ltd Class A, Liqui-Box Corp., The Mead Corp., Multi-Color Corp.,
Owens-Illinois Inc., Reynolds Metals Co., Sealed Air Corp., Sealright Co.,
Sonoco Products Co., Tredegar Industries, U.S. Can Co., Vitro Sociedad Anomina
(ADSs), and through the dates market quotations ceased to be available due to
acquisition, Engraph Inc., Heekin Can Inc., and Van Dorn Co.
The comparison of total return on investment for each period is based on the
change in market value of the stock, including additional shares assumed
purchased through reinvestment of dividends, if any.
The performance shown above for the Company's Common Stock assumes $100 was
invested at the initial public offering price of $11 per share on December 11,
1991. For comparative purposes, the five-year cumulative total returns for the
S&P 500 and the packaging group have been adjusted to equal $100 on that date.
14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 13, 1995 (except as otherwise noted in
the footnotes below) by each beneficial owner of more than five percent of the
Company's outstanding Common Stock, each of the Company's directors and nominees
for director, each of the named executive officers and all directors and
executive officers of the Company as a group.
NUMBER OF
NAME AND ADDRESS SHARES BENEFICIALLY
OF BENEFICIAL OWNER OWNED(1) PERCENTAGE
----------------------------------------------------------------- ------------------- ----------
KKR Associates, L.P.(2).......................................... 36,000,000 30.2%
9 West 57th Street
New York, New York 10019
FMR Corp.(3)..................................................... 9,647,280 8.1
82 Devonshire Street
Boston, Massachusetts 02109
Trust for Owens-Illinois Hourly Retirement Plan.................. 8,880,975 7.5
225 Franklin Street
Boston, Massachusetts 02110
Trust for Owens-Illinois Salary Retirement Plan.................. 8,303,839 7.0
280 Park Avenue
New York, New York 10017
Neuberger & Berman(4)............................................ 7,677,006 6.4
605 Third Avenue
New York, New York 10158
Joseph H. Lemieux(1)............................................. 843,711(5) 0.7
Lee A. Wesselmann(1)............................................. 191,020(5) 0.2
Robert J. Dineen................................................. 9,100 --
Edward A. Gilhuly................................................ 5,000 --
James H. Greene, Jr.(2).......................................... -- --
Henry R. Kravis(2)............................................... -- --
Robert J. Lanigan(1)............................................. 1,075,000 0.9
Robert I. MacDonnell(2).......................................... -- --
John J. McMackin, Jr............................................. 9,628 --
Michael W. Michelson(2)(6)....................................... 20,000 --
George R. Roberts(2)............................................. -- --
Terry L. Wilkison(1)............................................. 175,846(5) 0.1
R. Scott Trumbull(1)............................................. 185,756(5) 0.2
Thomas L. Young(1)............................................... 90,073(5) 0.1
All directors and executive officers as a group (other than as
set forth in relation to KKR Associates, L.P.) (26 persons).... 3,532,873(5) 2.9
(Footnotes on following page)
15
(Footnotes for preceding page)
------------
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares as of a given date which such person
has the right to acquire within 60 days after such date. For purposes of
computing the percentage of outstanding shares held by each person or group
of persons named above on a given date, any security which such person or
persons has the right to acquire within 60 days after such date is deemed to
be outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person. The information
includes: all currently exercisable options granted to Messrs. Lemieux,
Wesselmann, Lanigan, Wilkison, Trumbull and Young. The number of shares
beneficially owned includes 654,056 shares subject to options granted to Mr.
Lemieux; 140,637 shares subject to options to Mr. Wesselmann; 772,722 shares
subject to options granted to Mr. Lanigan; 128,131 shares subject to options
granted to Mr. Wilkison; 132,000 shares subject to options granted to Mr.
Trumbull; 69,562 shares subject to options granted to Mr. Young; and
2,588,691 shares subject to options granted to all directors and officers as
a group (other than as set forth in relation to KKR Associates, L.P.).
(2) Shares shown as owned by KKR Associates, L.P. are owned of record by three
limited partnerships of which KKR Associates, L.P. is the sole general
partner and as to which it possesses sole voting and investment power. KKR
Associates is a limited partnership of which Henry R. Kravis, George R.
Roberts, Robert I. MacDonnell, Michael W. Michelson, James H. Greene, Jr.,
Edward A. Gilhuly (all directors of the Company), Paul E. Raether, Saul A.
Fox, Michael T. Tokarz, Perry Golkin, Clifton S. Robbins, and Scott Stuart
are the general partners. Such persons may be deemed to share beneficial
ownership of the shares shown as owned by KKR Associates, L.P. The foregoing
persons disclaim beneficial ownership of such shares of the Company.
(3) The Company has received a Schedule 13G filed by FMR Corp., Edward C.
Johnson 3d and Fidelity Management & Research Company with respect to the
shares of Common Stock identified as owned as of December 31, 1994 and in
which such reporting persons assert dispositive and/or voting power with
respect to portions or all of such shares as a result of their direct or
indirect investment advisory relationship to, or ownership interest in,
various investment companies, institutional accounts or investment advisers
which own such shares. The Company has not attempted to independently verify
any of the foregoing information which is based solely on the information
contained in the Schedule 13G.
(4) The Company has received a Schedule 13G filed by Neuberger & Berman with
respect to the shares of Common Stock identified as owned as of December 31,
1994 and in which such entity asserts that it shares dispositive power or,
in some cases, has sole or shared voting power with respect to such shares,
but that the economic ownership interest belongs to many unrelated clients
of such entity. The Company has not attempted to independently verify any of
the foregoing information, which is based solely on the information
contained in the Schedule 13G.
(5) The table includes the number of shares of Common Stock that Joseph H.
Lemieux, Lee A. Wesselmann, Terry L. Wilkison, R. Scott Trumbull, Thomas L.
Young and all directors and officers as a group (other than as set forth in
relation to KKR Associates, L.P.) held in the Stock Purchase and Savings
Program as of February 28, 1995.
(6) Does not include 3,000 shares of Common Stock held in an irrevocable trust
created by Mr. Michelson for the benefit of his children with respect to
which Mr. Michelson disclaims any beneficial ownership.
16
GENERAL INFORMATION
AUDITORS
The Board, upon the recommendation of the Audit Committee, has approved the
selection of Ernst & Young LLP as the Company's independent auditors for 1995.
Representatives of Ernst & Young LLP will attend the Annual Meeting, will have
the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.
OUTSTANDING STOCK
An aggregate of 119,079,496 shares of the Company's Common Stock was
outstanding at the close of business on March 13, 1995. Each share entitles its
holder of record to one vote on each matter upon which votes are taken at the
Annual Meeting. Shares of Common Stock held by the trustee under the Company's
401(k) plans must be voted by the trustee in accordance with written
instructions from participants in such plan or, as to those shares for which no
instructions are received, in a uniform manner as a single block in accordance
with the instructions received with respect to the majority of shares for which
instructions were received from participants. No other securities are entitled
to be voted at the Annual Meeting.
REVOCABILITY OF PROXIES
Any proxy solicited hereby may be revoked by the person or persons giving it
at any time before it has been exercised at the Annual Meeting by giving notice
of revocation to the Company in writing or at the 1995 Annual Meeting.
SOLICITATION COSTS
The Company will pay the cost of preparing and mailing this Proxy Statement
and other costs of the proxy solicitation made by the Board. Certain of the
Company's officers and employees may solicit the submission of proxies
authorizing the voting of shares in accordance with the Board's recommendations,
but no additional remuneration will be paid by the Company for the solicitation
of those proxies. Such solicitations may be made by personal interview,
telephone and telegram. Arrangements have also been made with brokerage firms
and others for the forwarding of proxy solicitation materials to the beneficial
owners of Common Stock, and the Company will reimburse them for reasonable
out-of-pocket expenses incurred in connection therewith.
VOTING PROCEDURES
The By-laws of the Company (the "By-laws") provide that a majority of the
Common Stock issued and outstanding and entitled to vote at the Annual Meeting,
the holders of which are present in person or represented by proxy, shall
constitute a quorum at any Annual Meeting.
Votes cast at the Annual Meeting will be tabulated by the persons appointed
by the Company to act as inspectors of election for the Annual Meeting. The
inspectors of election will treat shares of voting stock represented by a
properly signed and returned proxy as present at the Annual Meeting for purposes
of determining a quorum, without regard to whether the proxy is marked as
casting a vote or abstaining. Likewise, the inspectors of election will treat
shares of voting stock represented by "broker non-votes" (i.e., shares of voting
stock held in record name by brokers or nominees as to which (i) instructions
have not been received from the beneficial owners or persons entitled to vote,
(ii) the
17
broker or nominee does not have discretionary voting power under applicable New
York Stock Exchange rules or the instrument under which it serves in such
capacity, and (iii) the recordholder has indicated on the proxy card or
otherwise notified the Company that it does not have authority to vote such
shares on that matter) as present for purposes of determining a quorum.
The By-Laws provide that all matters to come before the Annual Meeting
require the approval of the vote of the holders of a majority of the stock
present in person or represented by proxy, unless the question is one upon which
by express provision of law, or the Certificate of Incorporation, or the By-
Laws, a different vote is required, in which case such express provision shall
govern and control the decision of such question. On any such matters,
abstentions as to particular proposals will have the same effect as votes
against such proposals. Broker non-votes as to particular proposals, however,
will be deemed shares not having voting power on such proposals. Accordingly,
broker non-votes will not be counted for purposes of determining whether the
requisite majority vote has been received in favor of the approval of the
benefit plans described herein.
The By-Laws further provide that all elections shall be had and all
questions decided by a plurality vote. Therefore, directors will be elected by a
favorable vote of a plurality of the shares of Common Stock present and entitled
to vote, in person or by proxy, at the Annual Meeting. Accordingly abstentions
or broker non-votes as to the election of directors will not affect the election
of the candidates receiving the plurality of votes.
If a properly signed proxy form is returned to the Company and is not
marked, it will be voted in accordance with management's recommendations on all
proposals.
OTHER MATTERS
Management of the Company does not know of any matter that will be presented
for action at the 1995 Annual Meeting other than the election of directors as
presented herein. However, if any other matter should be brought to a vote at
the meeting, all shares covered by proxies solicited hereby will be voted with
respect to such matter in accordance with the proxy holders' discretion.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership (Forms 3, 4 and 5) with the Securities and
Exchange Commission and the New York Stock Exchange. Officers, directors and
greater-than-ten-percent holders are required by SEC regulation to furnish the
Company with copies of all such forms which they file.
Based solely on the Company's review of the copies of Forms 3 and 4 and
amendments thereto received by it during 1994, Forms 5 and amendments thereto
received by it with respect to fiscal 1994, or written representations from
certain reporting persons that no Forms 5 were required to be filed by those
persons, the Company believes that during the fiscal year ending December 31,
1994 all filing requirements applicable to its officers, directors and
greater-than-ten-percent beneficial owners were complied with.
18
SHARE OWNER PROPOSALS AND NOMINATIONS FOR 1996 ANNUAL MEETING
A share owner desiring to submit a proposal for inclusion in the Company's
Proxy Statement for the 1996 Annual Meeting must deliver the proposal so that it
is received by the Company no later than December 1, 1995. The Company requests
that all such proposals be addressed to Thomas L. Young, Executive Vice
President, General Counsel and Secretary, Owens-Illinois, Inc., One SeaGate,
Toledo, Ohio 43666, and mailed by certified mail, return receipt requested.
REPORTS TO SHARE OWNERS
The Company has mailed this Proxy Statement and a copy of its 1994 Annual
Report to each share owner entitled to vote at the Annual Meeting. Included in
the 1994 Annual Report are the Company's consolidated financial statements for
the year ended December 31, 1994.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1994, INCLUDING THE FINANCIAL STATEMENT SCHEDULES, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT CHARGE BY
SENDING A WRITTEN REQUEST THEREFOR TO OWENS-ILLINOIS, INC., INVESTOR RELATIONS,
ONE SEAGATE, TOLEDO, OHIO 43666.
Toledo, Ohio
March 30, 1995
19
[OWENS-ILLINOIS LOGO]
OWENS-ILLINOIS, INC.
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David G. Van Hooser, Lee A.
Wesselmann and Thomas L. Young and each of them, or if more than one
R is present and acting then a majority thereof, as Proxies with full
power of substitution, and hereby authorize(s) them to represent and
to vote, as designated below, all shares of common stock of Owens-
O Illinois, Inc. held of record by the undersigned on March 13, 1995,
at the Annual Meeting of Share Owners to be held on May 10, 1995, or
at any adjournment thereof.
X
Election of Directors, Nominees:
Y Class I: Lee A. Wesselmann, James H. Greene, Jr., George R.
Roberts, and Robert J. Dineen
(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE
HEREOF AND RETURN IT IN THE ENCLOSED ENVELOPE)
SEE REVERSE
SIDE
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHARE OWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES.
-----------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
-----------------------------------------------------------------------------------------------------
FOR WITHHELD
1. ELECTION OF DIRECTORS FOR / / / / WITHHOLD 2. In their discretion, the
NOMINEES LISTED ON THE AUTHORITY Proxies are authorized
REVERSE SIDE (EXCEPT AS to vote to vote upon such other
MARKED TO THE CONTRARY). for all business as may properly
nominees come before the meeting.
listed on
reverse
side.
(To withhold authority to vote for any individual
nominee, write that nominee's name in the space pro-
vided below.)
____________________________________________________
-----------------------------------------------------------------------------------------------------
Please sign exactly as name appears hereon. When shares are held by joint
owners, both should sign. When signing as attorney, executor, administrator,
trust or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Please mark, sign, date and return the proxy card promptly using the enclosed
evelope.
_________________________________________________
Signature
_________________________________________________
Signature, if held jointly DATE