-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, adVAiAF8fcqiN6MC3EeK5DfwfGrEHP8SyX9y4qk8SeOzVASw5UuWYI2IVtpAggrd 9Zs1dCRdN4RqnY/Y4X2Hjw== 0000950134-95-000682.txt : 19950414 0000950134-95-000682.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950134-95-000682 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950602 FILED AS OF DATE: 19950407 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANVILLE CORP CENTRAL INDEX KEY: 0000355473 STANDARD INDUSTRIAL CLASSIFICATION: 2621 IRS NUMBER: 840856796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08247 FILM NUMBER: 95527622 BUSINESS ADDRESS: STREET 1: 717 17TH ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039782000 MAIL ADDRESS: STREET 1: PO BOX 5108 CITY: DENVER STATE: CO ZIP: 80217-5108 DEF 14A 1 DEFINITIVE NOTICE AND PROXY STATEMENT 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12 MANVILLE CORPORATION - - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) - - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: - - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - - -------------------------------------------------------------------------------- (5) Total fee paid: - - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: - - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - - -------------------------------------------------------------------------------- (3) Filing Party: - - -------------------------------------------------------------------------------- (4) Date Filed: - - -------------------------------------------------------------------------------- 2 April 5, 1995 DEAR STOCKHOLDERS: The 1995 Annual Meeting of Stockholders of Manville Corporation will be held in Atlanta, Georgia, on Friday, June 2, 1995. The only business scheduled for the Annual Meeting is the election of Directors and the ratification of the appointment of Coopers & Lybrand L.L.P. as independent accountants of Manville Corporation. The Board of Directors recommends a vote FOR the election of the Board's nominees for Directors and FOR ratification of the appointment of Coopers & Lybrand L.L.P. No business presentations will be made at the Annual Meeting. The enclosed Annual Report contains our letter to stockholders, a financial and operating review, audited financial statements and other information of topical interest. *************************************************************************** * * * WE URGE YOU TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD AND * * PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE SO THAT AS MANY SHARES AS * * POSSIBLE MAY BE REPRESENTED AT THE MEETING. NO POSTAGE IS NEEDED IF * * THE PROXY CARD IS MAILED IN THE UNITED STATES. * * * *************************************************************************** If you plan to attend the meeting in Atlanta, please check the appropriate box on your proxy card. Sincerely, W. T. STEPHENS Chairman of the Board, President, Chief Executive Officer and a Director 3 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Holders of Manville Corporation Common Stock: The Annual Meeting of Stockholders of Manville Corporation will be held on Friday, June 2, 1995 at 8:00 a.m., at the Cobb Galleria Centre, Two Galleria Parkway, Atlanta, Georgia 30339, to: (i) elect Directors of Manville Corporation to hold office until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified; (ii) ratify the appointment of the firm of Coopers & Lybrand L.L.P. as independent accountants of Manville Corporation for the year 1995; and (iii) transact such other business as may properly come before the Annual Meeting or any adjournment thereof. Only holders of Manville Corporation Common Stock of record at the close of business on April 4, 1995, the record date, will be entitled to vote at the Annual Meeting. This Notice, Proxy Statement and the enclosed proxy card are sent to you by order of the Board of Directors. April 5, 1995 Richard B. Von Wald Senior Vice President, General Counsel and Secretary Manville Corporation P.O. Box 5108 Denver, CO 80217-5108 *************************************************************************** * * * It is important that stockholders, whether or not they expect to * * attend the Annual Meeting, fill in, date and sign the enclosed proxy * * card and promptly return it in the enclosed envelope. No postage is * * needed if the proxy card is mailed in the United States. * * * *************************************************************************** 4 TABLE OF CONTENTS PAGE PAGE ---- Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Election of Directors (Proxy Item No. 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Executive Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Board Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Report of the Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Compensation Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Aggregated Option/SAR Exercises in Last Fiscal Year and Year-End Option/SAR Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Long-Term Incentive Plans - Awards in Last Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Employment Agreements and Other Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Compensation Committee Interlocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Security Ownership of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Ratification of Appointment of Independent Accountants (Proxy Item No. 2) . . . . . . . . . . . . . . . . . . . . . . 24 Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Voting Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Stockholder Proposals for 1996 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
"Manville" or the "Company" when used in this Proxy Statement refers to Manville Corporation, incorporated in the State of Delaware in 1981, as well as, where applicable, its consolidated subsidiaries, including Riverwood International Corporation ("Riverwood") and Schuller International Group, Inc. ("Schuller") of which Manville owns approximately 81.5% and 100%, respectively. i 5 MANVILLE CORPORATION P. O. BOX 5108 717 17TH STREET (80202) DENVER, CO 80217-5108 PROXY STATEMENT The enclosed proxy is solicited by the Board of Directors of Manville for use at the Company's Annual Meeting of Stockholders, and is revocable at any time by the person giving it prior to its use at the Annual Meeting. If signed and returned, it will authorize the persons named as proxy to vote on the matters referred to therein. The authority conferred by all properly executed proxies will be exercised by such persons as specified therein. Only holders of the Company's common stock, $.01 par value ("Common Stock"), of record at the close of business on April 4, 1995, the record date, are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on that date, 122,923,523 shares of Common Stock were outstanding, which constituted the only outstanding class of voting securities of the Company. Each share of Common Stock is entitled to one vote. Shares may not be voted on a cumulative basis. Any stockholder giving a proxy in the form accompanying this Proxy Statement has the power to revoke the proxy prior to its use at the Annual Meeting. A stockholder may revoke a proxy by (i) delivering an instrument of revocation before the Annual Meeting to the Secretary of the Company at the Company's principal offices; (ii) duly executing a proxy bearing a later date or time than the date or time of the proxy being revoked; or (iii) voting in person at the Annual Meeting. A stockholder's attendance at the Annual Meeting will not by itself revoke a proxy given by such stockholder. The cost of soliciting proxies will be borne by the Company. In addition to solicitation of proxies by mail, proxies may be solicited by the Company's Directors, officers and other employees by personal interview, telephone and telegram. Such persons will receive no additional compensation for such services. The Company requests that brokerage houses and other custodians, nominees and fiduciaries forward solicitation materials to the beneficial owners of shares of Common Stock held of record by such persons and will reimburse such brokers and other fiduciaries for their reasonable out-of-pocket expenses incurred when the solicitation materials are forwarded. This Proxy Statement and the enclosed proxy card are first being sent to holders of Common Stock on or about April 5, 1995. ELECTION OF DIRECTORS (Proxy Item No. 1) Unless marked specifically to the contrary, proxies will be voted FOR the election as Directors of the persons named below. Directors shall be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares entitled to vote in the election. Each Director of the Company shall hold office until the next Annual Meeting and until his or her successor is elected and duly qualified. If any nominee should be unable to serve as Director, an event not now anticipated, proxies may be voted in favor of substitute nominees designated by the Board of Directors. All nominees have indicated their willingness to serve. Effective November 28, 1988, Manville consummated its Second Amended and Restated Plan of Reorganization (the "Plan") under Chapter 11 of the United States Bankruptcy Code. A copy of such Plan is available upon request from the Company. In connection with the Plan, Manville Personal Injury Settlement Trust (the "Trust"), formed to implement certain portions of the Plan, in particular, those relating to the settlement of asbestos health claims against the Company and certain of its affiliates, is entitled to approve two of the Company's nominees for Director. Robert A. Falise, Chairman and Managing Trustee of the Trust, and Louis Klein, Jr. and Christian E. Markey, Jr., Trustees of the Trust, presently are members of the Company's Board and are nominees for election to the Board at the Annual Meeting. The Trust has agreed that two of the Trustees nominated to the Company's Board satisfy its right of approval. The Board of Directors recommends a vote FOR the Board's nominees for Directors. 1 6 John C. Burton Mr. Burton is the Ernst & Young Professor of Accounting and Ernst & Young Professor of Finance at the Columbia University Graduate School of Business, Accounting and Finance, where he previously served as Dean from 1982 to 1988. Before Columbia University Graduate returning to Columbia University in 1978, he served as Deputy School of Business Mayor for Finance of the City of New York from 1976 to 1977 and as Director since 1989 Chief Accountant of the Securities and Exchange Commission in Age: 62 Washington, D.C. from 1972 to 1976. Mr. Burton received his B.A. degree from Haverford College and his M.B.A. and Ph.D. degrees from Columbia University. Mr. Burton is also a Director of Commerce Clearing House, Inc., CPAC, Inc., Scholastic Inc. and Salomon Swapco, Inc. (a wholly owned subsidiary of Salomon Brothers Inc). From 1991 to 1994, he was a public governor of the National Association of Securities Dealers. He is also the author of numerous books and articles on accounting and financial subjects. Mr. Burton is a member of both the Consultants' Panel of the Comptroller General of the United States and the Board of Trustees of Millbrook School. Mr. Burton is a member of the Audit and Health, Safety and Environment Committees. Robert A. Falise Mr. Falise was elected a Trustee of the Trust in December 1991, Chairman and Managing Trustee, and became its Chairman and Managing Trustee in January 1992. Manville Personal Injury From 1989 through December 1991, Mr. Falise was engaged in the Settlement Trust private practice of law specializing in corporate restructuring Director since 1992 and the enhancement of shareholder value. From 1987 to 1989, he Age: 62 served as Executive Vice President and Group Executive of Irving Bank Corporation and Irving Trust Company of New York. From 1980 to 1987, he was Vice President and General Attorney of RCA Corporation. From 1966 to 1980, he was Vice President, General Counsel and Secretary of Dictaphone Corporation. Prior to that, Mr. Falise was in the private practice of corporate law in New York City. In 1960-61, he served as Assistant Director of the U.S. Commission on Civil Rights in Washington, D.C., and, earlier, as an Army Judge Advocate Officer specializing in international law in the Pentagon. A graduate of Columbia College, Mr. Falise received his J.D. degree from Columbia University School of Law. Mr. Falise is also a Director of Riverwood International Corporation, the Caramoor Museum and Center for the Performing Arts, Westchester County, New York. Mr. Falise is Chairman of the Board Organization and Operation Committee and a member of the Audit, Compensation and Executive Committees.
2 7 Robert E. Fowler, Jr. Mr. Fowler is President, Chief Executive Officer and a Director of President and The Vigoro Corporation, a leading North American producer and Chief Executive Officer, distributor of potash, nitrogen-based fertilizers and related The Vigoro Corporation products. From July 1993 until July 1994, Mr. Fowler served as Director since 1989 President and Chief Operating Officer of The Vigoro Corporation. Age: 59 He previously served from 1990 to 1993 as President and Chief Executive Officer of BCC Industrial Services, Inc., located in New York City. He was the Chairman, Chief Executive Officer and President of Josephson Office Products, Inc., from 1987 to 1990. Prior to that time he served as President and Chief Operating Officer of Rubbermaid Inc. from 1981 to 1987. His career prior to joining Rubbermaid Inc. included 24 years with General Electric Company, where he became a corporate Vice President in 1978. Mr. Fowler has a bachelor's degree in Chemical Engineering from Vanderbilt University. He also serves as a Director of Itel Corporation and Alltrisa Corporation. Mr. Fowler is a member of the Board Organization and Operation, Compensation and Health, Safety and Environment Committees. Todd Goodwin Mr. Goodwin is a General Partner of the New York investment General Partner, banking firm Gibbons, Goodwin, van Amerongen ("GGvA"). Prior to Gibbons, Goodwin, joining GGvA in 1984, he was a managing director of Merrill Lynch van Amerongen and a partner of White Weld. Mr. Goodwin is also a Director of Director since 1991 Riverwood International Corporation, Horace Mann Educators Age: 63 Corporation, Robert Half International, Rival Company, Schult Homes and Wells Aluminum, and is a Trustee of Merrill Lynch Funds for Institutions Series and Merrill Lynch Intermediate Fund. He received his A.B. degree from Harvard College in 1954. Mr. Goodwin is a member of the Audit and Compensation Committees. Michael N. Hammes Mr. Hammes is Chairman of the Board and Chief Executive Officer of Chairman and Chief The Coleman Company, Inc., a global marketer and manufacturer of Executive Officer, products used in the outdoor recreation and hardware industries. The Coleman Company, Inc. Mr. Hammes was Vice Chairman of The Black & Decker Corporation, Director since 1993 and prior to that was Vice President-International Operations for Age: 53 Chrysler Corporation, as well as serving in a number of positions at Ford Motor Corporation, with which he was affiliated for 20 years. He was a financial analyst with Equitable Investments Company before joining Ford Motor Corporation. He holds a bachelor's degree from Georgetown University School of Foreign Service in International Economics/Foreign Trade and an M.B.A. degree in Finance from New York University. Mr. Hammes is also a Director of International Technology Corporation and a member of the Development Board of the College of Business of Eastern Michigan University, and a member of the Board of Trustees of Center Stage Associates, a professional regional theater based in Baltimore. He is a member of the Audit and Compensation Committees.
3 8 John Nils Hanson Mr. Hanson has been President and Chief Executive Officer of the President and Chief Joy Mining Machinery unit of Harnischfeger Industries, Inc. Executive Officer, ("Harnischfeger") since the 1994 merger of Joy Technologies, Inc. Joy Mining Machinery unit of ("Joy") and Harnischfeger. Prior to the merger, he was Chief Harnischfeger Industries, Inc. Operating Officer and President of Joy. Harnischfeger is a Director since 1993 manufacturer of underground and surface mining machinery, paper Age: 53 machinery, material handling equipment and environmental equipment. From 1990 until he was elected President and a member of the Board of Joy, he ran its Mining Machinery Group. Prior to 1990, he served as Vice President for Caterpillar, Inc., and President of Solar Turbines Incorporated. From 1973 to 1980, Mr. Hanson held various positions with Gould Inc. He began his career with Westinghouse Electric Corporation in 1965 and held various positions with Westinghouse until 1973. From 1970 to 1971, he was a White House Fellow and served as Executive Assistant to the United States Secretary of Labor. He received his bachelor's degree in Chemical Engineering from Massachusetts Institute of Technology in 1964. In 1965, he also earned a master's degree in Nuclear Engineering from M.I.T. His doctorate degree was obtained from Carnegie Mellon University in Nuclear Science in 1969. Mr. Hanson is a member of the Audit and Health, Safety and Environment Committees. Kathryn Rudie Harrigan Ms. Harrigan is the Henry R. Kravis Professor of Business Henry R. Kravis Professor of Business Leadership at the Columbia University Graduate School of Business, Leadership, where she has been a professor in the Management and Organizations Columbia University Graduate School Division since 1981. Ms. Harrigan is also serving as the Faculty of Business Chair: Chazen International Institute and the Core Course Nominee Coordinator for Strategic Management of the Enterprise. Ms. Age: 44 Harrigan regularly performs consulting projects on strategic alliances and other strategic management issues, and has authored several books and numerous publications on these subjects. Ms. Harrigan received her B.A. degree from Macalester College, her M.B.A. degree from University of Texas at Austin and her D.B.A. degree from Harvard Business School. Ms. Harrigan is also a Director of Cambrex Corporation and a member of the Advisory Board of Ronin Development and the Editorial Boards of several business and technical journals. She served as External Member, Strategic Planning Committee of the Panasonic Industrial Controls Division, Matsushita Corporation from 1989 to 1992 and member of the Board of Governors, Academy of Management from 1986 to 1988. She was inducted into the Fellows of the Academy of Management in 1989.
4 9 Louis Klein, Jr. Mr. Klein, a financial consultant in New York City, was elected a Trustee, Trustee of the Trust in December 1991. Previous positions Manville Personal Injury included Chairman and Chief Executive Officer of Stendig Inc., an Settlement Trust importer and national marketer of prestige contract and Director since 1992 residential furniture and textiles from 1989 to 1990; Chairman and Age: 59 Chief Executive Officer of Victoreen Inc., a manufacturer and international marketer of radiation detection and measurement equipment; Managing Director-Corporate Finance of Neuberger & Berman; Managing Director of Ardshiel Associates Inc.; Chairman, President and Chief Executive Officer of Hemdale Enterprises, Inc.; a partner of E.M. Warburg, Pincus & Co.; and a Senior Associate of Lazard Freres & Co. Mr. Klein has been a court-appointed trustee in the divestiture of several businesses pursuant to consent decrees or final orders involving the U.S. Department of Justice and the Federal Trade Commission. Mr. Klein received his A.B. degree from Harvard College and J.D. degree from Columbia Law School. Mr. Klein also serves on the Board of Directors of Riverwood International Corporation and OCTuS, Inc. He is a member of the Audit and Compensation Committees. Stanley J. Levy Mr. Levy is a senior partner in the law firm of Levy Phillips & Senior Partner, Konigsberg and has specialized in environmental, toxic tort, Levy Phillips & Konigsberg product liability and securities litigation for the past thirty Director since 1988 years. He is a graduate of Harvard University and Columbia Law Age: 60 School, and served as Chairman of the official committee representing current asbestos-health claimants in the Company's reorganization proceedings. Mr. Levy's firm represents various personal injury claimants and owners of real property who either filed or will file claims against the Trust or the Manville Property Damage Settlement Trust. Under Manville's Plan, these claims cannot be asserted against the Company. He is a member of the American Bar Association, the Bar Association of the City of New York and the Association of Trial Lawyers of America, and has served as an Assistant Attorney General of the State of New York and as a member of the Town of North Hempstead Public Employees' Relations Board. Mr. Levy is a member of the Audit and Health, Safety and Environment Committees.
5 10 Christian E. Markey, Jr. A graduate of U.C.L.A. School of Law and a veteran of the United Trustee, States Marine Corps, Judge Markey served as Vice President and Manville Personal Injury General Counsel of the University of Southern California from 1988 Settlement Trust until his retirement in 1993. A Trustee of the Trust since its Director since 1992 inception, Judge Markey served as a Superior Court judge from 1974 Age: 65 to 1988, following his appointment by Ronald Reagan, then governor of California. Prior to 1974, he was engaged in the private practice of law in California. For the past 20 years, Judge Markey has lectured and taught at the Whittier College School of Law, the University of Southern California Law Center and at various national and international institutes. He is a former member of the Board of Regents of the University of California. In addition, Judge Markey has been appointed to the Commission on Judicial Performance by the California Supreme Court. Judge Markey was founding Chairman of the Board of the Southern California Center for Law in the Public Interest. He received the Chief Justice Roger Traynor Award from the Los Angeles Trial Lawyers for his extraordinary devotion to justice. Judge Markey is also a Director of Riverwood International Corporation and is a member of the Board Organization and Operation, Compensation and Health, Safety and Environment Committees. W. Thomas Stephens Mr. Stephens was appointed President and Chief Executive Officer Chairman of the Board, of Manville in 1986 and appointed Chairman of the Board of President and Chief Manville on June 1, 1990. Prior to that time, he held the Executive Officer, position of Executive Vice President and Chief Financial Officer Manville Corporation of Manville from 1984 to 1986. Mr. Stephens earned his B.S. and Director since 1986 M.S. degrees in Industrial Engineering from the University of Age: 52 Arkansas in 1965 and 1966, respectively. Mr. Stephens joined Olinkraft, Inc., the predecessor to Riverwood International USA, Inc., Riverwood's primary operating subsidiary, in 1963. Mr. Stephens serves as Chairman of the Board of Directors of Riverwood International Corporation and is a Director of Ball Corp., Public Service Company of Colorado Inc. and Stillwater Mining Company. He is Chairman of the Executive Committee and is a member of the Board Organization and Operation Committee.
6 11 Will M. Storey Effective March 1, 1991, Mr. Storey was elected Executive Vice Executive Vice President, President, Chief Financial Officer and Director of American Chief Financial Officer and President Companies, Ltd., a multi-modal transportation Director, corporation with headquarters located in Oakland, California. American President From May 1989 to February 1991, Mr. Storey served as Vice Chairman Companies, Ltd. of Manville. From 1982 to 1988, Mr. Storey was Vice Chairman and Director since 1988 Chief Financial Officer of Federated Department Stores, Inc., and Age: 63 prior to that time was Executive Vice President of Boise Cascade Corporation. He has a B.S. degree from Oregon State University and is a Certified Public Accountant. He is also a Director of Riverwood International Corporation, T.I.S. Mortgage Investment Company and Albertson's Inc. Mr. Storey serves as Chairman of the Audit Committee and is a member of the Compensation and Executive Committees. Raymond S. Troubh Mr. Troubh has been a financial consultant in New York City since Financial Consultant 1974 and is also a former governor of the American Stock Exchange. Director since 1988 He is a graduate of Bowdoin College and Yale Law School, and was a Age: 68 general partner of Lazard Freres & Co., an investment banking firm, from 1968 to 1974. Mr. Troubh is also a Director of Riverwood International Corporation, ADT Limited, American Maize-Products Company, America West Airlines, Inc., Applied Power Inc., ARIAD Pharmaceuticals, Inc., Becton, Dickinson and Company, Benson Eyecare Corporation, Foundation Health Corporation, General American Investors Company, The Olsten Corporation, Petrie Stores Corporation, Time Warner, Inc., Triarc Companies, Inc. and Wheeling-Pittsburgh Corporation. He is a member of the Audit, Compensation and Executive Committees.
7 12 EXECUTIVE OFFICERS OF THE COMPANY The names, ages and offices of the Chief Executive Officer and other executive officers of the Company are listed below. Each of the named executive officers has for five years or more served in a managerial or executive capacity with the Company.
OFFICER AGE OFFICE - - ------- --- ------ W. Thomas Stephens 52 Chairman of the Board, President, Chief Executive Officer and a Director Richard A. Kashnow 53 President, Schuller International Group, Inc. Richard B. Von Wald 52 Senior Vice President, General Counsel and Secretary Robert E. Cole 45 Senior Vice President and Chief Financial Officer
BOARD ATTENDANCE During 1994, the Board of Directors of the Company had 10 regular meetings. With the exception of Messrs. Fowler and Hammes, in 1994 each Director attended a minimum of 75% of the meetings of the Board of Directors and of the Committees of which the Director was a member. COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors of the Company has five standing Committees: Audit, Board Organization and Operation, Compensation, Executive and Health, Safety and Environment. AUDIT COMMITTEE The Audit Committee is currently comprised of Ms. Bette B. Anderson (who is not standing for reelection) and Messrs. Burton, Falise, Goodwin, Hammes, Hanson, Klein, Levy, Storey (Chairman) and Troubh. The Audit Committee met nine times during 1994 and meets regularly with the Company's internal auditor, independent public accountants and operating and financial management. The principal functions of the Audit Committee are to: (i) review and report to the Board with respect to the annual financial statements and filings with the Securities and Exchange Commission; (ii) review and report to the Board with respect to accounting issues significant to the Company; (iii) review and report to the Board with respect to internal auditing, accounting and financial controls; (iv) review and report to the Board with respect to the appointment of independent public accountants, the annual audit by the independent public accountants, including the scope of the audit, and the compensation of the independent public accountants for both audit and non-audit services; (v) review and report to the Board with respect to the Company's policies governing compliance with laws and regulations, ethics and conflicts of interest and any significant instances of employee misconduct; and (vi) review summaries of travel and entertainment expenses of all officers of the Company. COMMITTEE ON BOARD ORGANIZATION AND OPERATION The Committee on Board Organization and Operation is currently comprised of Ms. Anderson and Messrs. Falise (Chairman), Fowler, Markey and Stephens. The Committee on Board Organization and Operation met two times during 1994. The Committee on Board Organization and Operation considers and makes recommendations to the Board with respect to the composition of the Board and matters relating to the organization, operation, function, compensation and procedures of the Board and its Committees. 8 13 Persons recommended by stockholders of the Company as suitable nominees for the position of Director are referred to the Committee on Board Organization and Operation for its consideration. Stockholders wishing to recommend persons for election to the position of Director should send their recommendations to the Secretary of the Company. COMPENSATION COMMITTEE The Compensation Committee is currently comprised of Ms. Anderson (Chairperson) and Messrs. Ernest H. Drew (who is not standing for reelection), Falise, Fowler, Goodwin, Hammes, Klein, Markey, Storey and Troubh. The Compensation Committee met seven times during 1994. The principal functions of the Compensation Committee are to: (i) approve and report to the Board with respect to executive compensation, except those matters relating to the compensation of the Chief Executive Officer, which is approved by the full Board; (ii) review employee benefit programs and approve or recommend changes therein to the Board; and (iii) review with the Chief Executive Officer matters with respect to management development and succession. EXECUTIVE COMMITTEE The Executive Committee is currently comprised of Ms. Anderson and Messrs. Drew, Falise, Stephens (Chairman), Storey and Troubh. The Executive Committee met once in 1994. The Executive Committee is delegated the authority of the full Board during the intervals between Board meetings insofar as may be lawful, except for actions relating to the declaration or payment of dividends. The Executive Committee has the responsibility to report actions taken by it to the full Board at the next meeting of the Board. HEALTH, SAFETY AND ENVIRONMENT COMMITTEE The Health, Safety and Environment Committee is currently comprised of Ms. Anderson and Messrs. Burton, Drew (Chairman), Fowler, Hanson, Levy and Markey. The Health, Safety and Environment Committee met three times during 1994. The principal functions of the Health, Safety and Environment Committee are to provide oversight and to report and make recommendations to the Board with respect to the Company's activities relating to health, safety and environmental issues and product safety. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Trust owns approximately 78% of the Common Stock and by virtue of such stock ownership is able to nominate and elect Manville Directors as the Trust determines. Three of the Company's fourteen Directors, Messrs. Falise, Klein and Markey, are Trustees of the Trust. As described in the Plan and related exhibits, various payments to the Trust are to be made by Manville in the future and certain funds in this regard have already been transferred. Under the Plan, the Trust was funded with assets, including fifty percent of the Common Stock and convertible preferred stock entitling the Trust to increase its Common Stock holdings to approximately eighty percent (which increase took place in December 1992), Manville bonds, and the right to receive up to 20% of Manville's annual profits (as defined). The Company completed prepayment of substantially all of the Manville bonds in 1994. For further discussion of the Plan, the prepayment and related arrangements see Notes 2, 3, and 23 of the Company's Financial Statements contained in the enclosed Manville Corporation 1994 Annual Report to securityholders. 9 14 COMPENSATION OF DIRECTORS W. T. Stephens is the only Director who is employed by the Company. He receives no fees for serving as a Director in addition to his regular compensation. Except for Messrs. Falise, Klein and Markey, all non-employee Directors receive an annual retainer of $25,000, $1,000 for each Board meeting attended, $750 for each Committee of the Board meeting attended, and reimbursement for travel expenses related to attendance of Board and Committee meetings. Effective January 1, 1995, the amount for each Committee meeting attended increased to $1,000. Each Director (other than Messrs. Falise and Stephens) who serves as a Committee Chairman is paid an additional $2,500 per year. Director's fees earned by the Company's Directors who are Trustees of the Trust were paid directly to the Trust pursuant to the Manville Personal Injury Settlement Trust Agreement, as amended (the "Trust Agreement"). In 1988, the Company adopted a retirement program for non-employee Directors of the Company which provides for continued payment of the annual retainer in effect at the time of the Director's retirement. If the retiring Director has served as a Director of the Company for five or more years and has attained age 70, continued payment of the retainer is for life. If the retiring Director has served as a Director for five or more years but has not attained age 70, the retainer continues for a period of years equal to the number of years of service or for life, whichever is less. No retirement benefits are paid to any Director retiring with less than five years service. In November 1992, the Company entered into an irrevocable trust arrangement with an independent financial institution to fund the retirement benefits expected to be paid to retiring Directors. The irrevocable trust was funded with $1,500,000, an amount determined by an independent actuary to be sufficient as of October 27, 1992 to fund the anticipated retirement benefits payable to retired or retiring Directors. In August, 1993, $275,000 of supplemental funding was contributed to the irrevocable trust based on the calculations of an independent actuary. 10 15 EXECUTIVE COMPENSATION REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee of the Board of Directors (the "Committee") is composed entirely of independent outside Directors. The Board of Directors has delegated to the Committee the responsibility for establishing and administering the Company's executive compensation plans subject to the Board's final approval of major new compensation systems and the Chief Executive Officer's compensation. The Committee consults with outside compensation consultants, attorneys and other specialists. The Committee's unanimous approval of the Company's executive compensation programs in 1994 was based on each Committee member's judgment and evaluation of the various factors underlying the overall compensation philosophy described below. A primary objective of the Committee is to work with management to design and implement compensation systems that both attract and retain a top quality management team and motivate that team to produce and enhance stockholder value. The guiding principle of the Company's compensation system is "Pay for Performance," with an emphasis on variable pay tied to the attainment of performance goals. Under the Pay for Performance philosophy used throughout the organization, if the Company accomplishes its earnings plan, the combination of annual incentive bonuses which are dependent on performance, equity related long-term awards, and base salary, offers the opportunity for executives' average total compensation from all sources over a number of years to reach competitive levels of total compensation of Comparable Companies, as defined below. If the Company surpasses its earnings objectives, this combination of incentives, equity and salary can cause total compensation to reach the upper third of total compensation at Comparable Companies. The design of the compensation system is intended to align the interests of the executives with the interests of stockholders. Base salary and annual incentive compensation are tied to the achievement of goals set by the Board of Directors for corporate, subsidiary and business unit performance and are designed to encourage employees to anticipate and respond to business challenges and opportunities while avoiding an entitlement attitude. Together with its outside experts, the Committee evaluates compensation practices of other companies and the prevailing salary and total compensation levels for various levels of performance. Comparisons are made with compensation levels for most of the companies which are included in the Standard & Poor's Paper and Forest Products Index and the Standard & Poor's Building Materials Index, which reflect the Company's two principal lines of business, as well as compensation levels for companies of Manville's size in general industry (collectively, "Comparable Companies"). The Committee believes that pay comparisons should not be limited to the Standard & Poor's Paper and Forest Products Index and the Standard & Poor's Building Materials Index, since the availability of, and competition for, executive talent is not so limited. "Competitive levels" are determined based upon the average of the median levels of compensation among companies in the various surveys utilized. The Company's mix of businesses, its unique stock ownership, its commitments to the Trust and its strategic and tactical objectives are considered by the Committee when compensation policies are established. Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), generally limits the corporate deduction for compensation paid to executive officers of the Company to $1 million, unless certain requirements are met. To the extent consistent with the Company's compensation policies and the Committee's assessment of the interests of stockholders, the Company intends to comply with the requirements for deductibility of executive compensation under Section 162(m). However, the Committee will balance the costs and burdens involved in such compliance against the value of the tax benefits to be obtained by the Company thereby, and may in certain instances, as with Mr. Stephens' 1994 compensation, pay compensation that is not fully deductible if in its determination such costs and burdens outweigh such benefits. 11 16 COMPENSATION PHILOSOPHY This section outlines the Committee's philosophy for administering the three major components of executive pay: base salary, annual incentive and long-term incentive. Base Salaries. The Committee determines base salaries of executives in accordance with the following factors listed in order of importance: the significance of the executive's position to the Company, an executive's experience and expertise in his or her position and market data for similar positions as developed by the Company and its outside experts. Individual salary increases are based on each person's performance as evaluated and approved by the Committee. Increases in base salaries for senior officers as a whole in 1994 averaged 13% after decreasing an average of 2% in 1993. The Company's average base salaries are lower than competitive levels for similar positions in Comparable Companies. The Committee uses a variety of compensation surveys, as discussed above, to evaluate competitive compensation practices. Annual Incentive Bonus. Since 1987, the Company has utilized an annual incentive pay plan that provides larger than average bonus pay when Company performance exceeds targets approved by the Committee. The annual incentive pay plan also severely reduces or eliminates bonuses when Company performance fails to achieve those targets. Specifically, this plan is designed to offer significant awards when actual performance reaches or exceeds a level significantly above targeted performance levels. Conversely, under the formula in the plan, executives would be entitled to minimal or no awards when actual performance fails to reach minimum performance levels. Target bonuses for executive officers, which are payable when the Company achieves at or near 100% of its performance targets, range from 68% to 80% of their respective base salaries. For 1994, the maximum bonus potential, according to the formula in the plan, would be triggered at 130% of income from operations targets and the minimum bonus award required the achievement of 70% of income from operations targets. Achievements in excess of 130% of income from operations targets could result in bonuses in excess of 200% of target bonuses. The annual performance target and maximum and minimum performance levels are reviewed and approved by the Committee at the beginning of each year. The Committee has authority to, and does when appropriate, override the annual bonus formula based on assessments of overall and individual performance. In 1994, the Committee weighted 75% of the bonus on financial goals and 25% of the bonus on the Committee's assessment of an individual executive's performance. In considering individual awards, the Committee used its business judgment, and considered the following criteria: 1) record levels of income from operations at Schuller which exceeded the maximum bonus target levels; 2) improved financial results at Riverwood; 3) the restructuring of the Company's capital structure; and 4) the completion of the initial public offering of debt securities at Schuller. The Committee also took into account the Chief Executive Officer's appraisal of each executive officer. The Committee made its decision regarding individual awards without expressly weighting any of the foregoing criteria higher than any other of such criteria. For 1994, Manville achieved 118% of its income from operations target, Schuller achieved 142% of its income from operations target and Riverwood achieved 93% of its income from operations target. Based on the achievements described above, aggregate annual incentive compensation for executive officers in 1994 was 160% of target bonuses. Long-Term Incentive Plans. To attract and retain top quality management, the Company uses several types of equity-related, long-term incentives for the Company's executive officers: stock options, stock appreciation rights ("SARs"), restricted stock, and cash payments based on dividends and other distributions on its Common Stock. All outstanding options and SARs are vested. Long-term incentive grants are generally made in multi-year cycles, with the cycles ranging from three to five years. The current five-year cycle of awards was initiated in January 1991 and was based on the discounted present value of long-term compensation paid by Comparable Companies. This cycle was made up of grants of performance shares (which were in the nature of phantom stock) plus performance units issued pursuant to the Company's Long-Term Cash Incentive Plan that entitle the 12 17 holders to cash payments based on dividends and other distributions on the Common Stock. The performance share grants were "front-end loaded and back-end vested" in that the majority of the vesting was scheduled to occur in the last two years of the five-year vesting period. On December 9, 1992, all outstanding performance shares were converted to shares of restricted stock subject to the performance shares' remaining vesting schedules. The final vesting of the current five-year cycle will occur at the end of 1995. The Company's current long-term incentive plans terminate at the end of 1995. Mr. Kashnow, one of the Company's executive officers and the President of Schuller, also participates in the Schuller International Group, Inc. 1994 Long Term Cash Incentive Compensation Plan (the "Schuller Plan"). Awards under the Schuller Plan are in the form of performance units. The value of performance units granted in 1994 will be determined based on Schuller's performance over the 1994-1996 period against a financial goal based on earnings before interest, taxes, depreciation and amortization or "EBITDA." The Committee established EBITDA performance minimums, targets and maximums corresponding with the 50th percentile, 75th percentile and 90th percentile, respectively, of the historical performance of the companies that comprise the Standard & Poor's Building Materials Index. Consistent with this level of performance target, the 1994 awards are intended to provide a target long-term incentive opportunity at the 75th percentile of the comparable market factoring. It is the intention of the Committee to provide new awards of performance units for successive three-year periods on an annual basis. CEO Compensation. Mr. Stephens' total compensation has been determined according to the principles described above. Mr. Stephens' base salary during 1994 was $600,000, which is well below the average of annual salaries for chief executive officers of Comparable Companies. Based on the formula used to determine bonuses under the Company's annual incentive plan described above, including the Committee's subjective evaluation of his individual performance, the Committee approved an award to Mr. Stephens of $650,000. During 1994, the Committee reexamined the existing supplemental pension arrangement for Mr. Stephens and concluded that it was inadequate in light of the unique circumstances existing at the Company. The Committee determined to put into place the supplemental retirement arrangement described below under "Employment Agreements and Other Arrangements." In designing the supplemental retirement arrangement for Mr. Stephens, the Committee consulted with independent compensation consultants in order to determine a level of benefit that is fully competitive. The Committee's intent was to put into place an arrangement that is retentive while at the same time providing a significant incentive to maximize stockholder value. In that connection, the Committee made a restricted stock award in 1994 described under "Employment Agreements and Other Arrangements," which is an offset to the retirement benefit. The Committee believes the design of its total compensation system accomplishes the Company's goals of attracting new management talent, retaining the Company's existing quality management team and aligning the interests of executives with those of stockholders. 1994 COMPENSATION COMMITTEE Bette B. Anderson, Chairperson Ernest H. Drew Robert A. Falise Robert E. Fowler, Jr. Michael N. Hammes Louis Klein, Jr. Christian E. Markey, Jr. Will M. Storey Raymond S. Troubh 13 18 COMPENSATION SUMMARY The following Summary Compensation Table sets forth the salary, bonus and other compensation earned during 1992 through 1994 by W. Thomas Stephens, the Company's Chief Executive Officer, and by each of the other executive officers of the Company (the "Named Executive Officers"). Bonuses are shown for the year earned, although these are generally paid at the beginning of the subsequent year.
=================================================================================================================================== MANVILLE CORPORATION SUMMARY COMPENSATION TABLE - - ----------------------------------------------------------------------------------------------------------------------------------- Long-Term Compensation ------------------------------------------------ Annual Compensation Awards Payouts - - ----------------------------------------------------------------------------------------------------------------------------------- Securities Other Annual Restricted Stock Underlying All Other Name and Compensation Award(s) Options/SARs LTCIP Payouts Compensation Principal Position Year Salary ($) Bonus ($) ($)(1) ($)(2) (#)(4) ($)(5) ($)(6) =================================================================================================================================== W. Thomas Stephens 1994 600,000 650,000 2,506 (3) -0- -0- 9,000 Chairman of the Board, ---------------------------------------------------------------------------------------------------------- President, CEO & 1993 500,000 300,000 3,419 -0- -0- -0- 83,994 Director ---------------------------------------------------------------------------------------------------------- 1992 550,000 298,404 531 -0- -0- 998,400 269,630 =================================================================================================================================== Richard A. Kashnow 1994 300,000 408,000 2,324 -0- -0- -0- 9,000 President, Schuller ---------------------------------------------------------------------------------------------------------- International Group, 1993 265,000 320,114 3,259 -0- -0- -0- 8,994 Inc. ---------------------------------------------------------------------------------------------------------- 1992 265,000 250,000 3,256 -0- -0- 291,200 7,130 =================================================================================================================================== Richard B. Von Wald 1994 245,833 275,000 4,625 (3) -0- -0- 9,000 Senior Vice President, ---------------------------------------------------------------------------------------------------------- General Counsel & 1993 225,000 150,000 930 -0- -0- -0- 8,994 Secretary ---------------------------------------------------------------------------------------------------------- 1992 225,000 150,000 502 -0- -0- 174,720 257,130 =================================================================================================================================== Robert E. Cole 1994 225,000 275,000 4,625 -0- -0- -0- 9,000 Senior Vice President, ---------------------------------------------------------------------------------------------------------- Chief 1993 200,000 150,000 -0- -0- -0- -0- 8,994 Financial Officer ---------------------------------------------------------------------------------------------------------- 1992 200,000 150,000 -0- -0- -0- 151,840 187,130 ===================================================================================================================================
14 19 (1) Other Annual Compensation represents tax reimbursed by the Company to the Named Executive Officers in respect of the taxable value of perquisites provided to such officers. (2) The number and value of aggregate restricted stock holdings for each of the Named Executive Officers at the end of 1994, based on the net fair market value of the Company stock on December 31, 1994, are as follows: Mr. Stephens - 527,000 shares with a value of $4,743,000; Mr. Kashnow - 55,000 shares with a value of $495,000; Mr. Von Wald - 183,000 shares with a value of $1,647,000; and Mr. Cole - 27,500 shares with a value of $247,500. Of the 527,000 shares for Mr. Stephens and the 183,000 shares for Mr. Von Wald, 340,000 and 150,000 shares, respectively, were awarded in 1994 and related to certain retirement benefits. See note 3 below. The following table shows the vesting schedule of all shares awarded which, as of December 31, 1994, had not previously vested for the four Named Executive Officers:
================================================================================ 1995 1996 1997-1999 TOTAL ================================================================================ W. T. Stephens 255,000 68,000 204,000 527,000 -------------------------------------------------------------------------------- R. A. Kashnow 55,000 -0- -0- 55,000 -------------------------------------------------------------------------------- R. B. Von Wald 63,000 30,000 90,000 183,000 -------------------------------------------------------------------------------- R. E. Cole 27,500 -0- -0- 27,500 ================================================================================
Each share of restricted stock is entitled to receive dividends declared and paid on shares of the Common Stock, subject in the case of the 1994 restricted stock awards to deferral or a cap in certain limited circumstances. Upon the occurrence of certain events which constitute a Change in Control (as defined under "Employment Agreements and Other Arrangements") and upon the occurrence of certain events described in the award agreements (including certain terminations of employment in the case of the 1994 restricted stock awards), all outstanding shares of restricted stock become immediately vested and their value may be paid in cash to the holders. (3) Messrs. Stephens and Von Wald received restricted stock awards, as well as cash payments, in 1994 as a partial offset to certain supplemental retirement benefits. See "Employment Agreements and Other Arrangements." (4) No Options or SARs were granted in any year indicated. (5) Payouts are on performance units issued pursuant to the Manville Corporation Long-Term Cash Incentive Plan. No payouts were made in 1993 or 1994. The Long-Term Cash Incentive Plan terminates on December 31, 1995. (6) Amounts in this column for 1994 represent the Company's $9,000 contribution to the Named Executive Officers' accounts in the Manville Corporation Thrift Plan. 15 20 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR VALUES The following table provides information concerning the exercise of stock options and SARs by the Named Executive Officers during 1994 and the value of unexercised options and SARs based on the difference between the Company's stock price at the close of trading on December 31, 1994 and the exercise price of the Option or SAR.
======================================================================================================================= MANVILLE CORPORATION AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR VALUES YEAR ENDED DECEMBER 31, 1994 - - ----------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d)(1) (e)(2) - - ----------------------------------------------------------------------------------------------------------------------- Number of Unexercised Value of Unexercised Options and SARs at In-the-Money Options/SARs at Shares FY-End (#) FY-End ($) Acquired on Value Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable ======================================================================================================================= W. Thomas Stephens None None 208,000/0 286,000/0 - - ----------------------------------------------------------------------------------------------------------------------- Richard A. Kashnow None 114,950(3) 42,400/0 145,000/0 - - ----------------------------------------------------------------------------------------------------------------------- Richard B. Von Wald None None 42,400/0 58,300/0 - - ----------------------------------------------------------------------------------------------------------------------- Robert E. Cole None None 56,400/0 77,550/0 =======================================================================================================================
(1) All are fully vested and exercisable and, except for Messrs. Kashnow and Von Wald, include equal numbers of Options and freestanding SARs related to the Common Stock. Messrs. Kashnow and Von Wald each hold 42,400 Options, but no SARs. (2) Based upon the closing stock price of the Common Stock of $9.00 on December 31, 1994, less the exercise price of $7.625 for all Options and SARs, except 19,000 Options owned by Mr. Kashnow with an exercise price of $6.875 per share. (3) On February 3, 1994, Mr. Kashnow exercised 42,400 SARs with a weighted exercise price of $7.29 per share at $10.00 per share, the then current market value of the Common Stock. 16 21 LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR ==================================================================================================================================== LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR - - ------------------------------------------------------------------------------------------------------------------------------------ Number of Shares, Performance or Other Estimated Future Payouts Under Non-Stock Price-Based Plans Units or Other Rights Period Until Maturation ---------------------------------------------------------- Name (#) or Payout Threshold Target Maximum (a) (b) (1) (c) (2) ($) (3) ($) (4) ($) (5) ==================================================================================================================================== W. Thomas Stephens 0 N/A N/A N/A N/A - - ------------------------------------------------------------------------------------------------------------------------------------ Richard A. Kashnow 1,300 December 31, 1996 $650,000 $1,300,000 $3,900,000 - - ------------------------------------------------------------------------------------------------------------------------------------ Richard B. Von Wald -0- N/A N/A N/A N/A - - ------------------------------------------------------------------------------------------------------------------------------------ Robert E. Cole -0- N/A N/A N/A N/A ====================================================================================================================================
(1) Units were granted under the Schuller Plan, which was adopted in 1994 for Schuller. The Schuller Plan provides for units to be granted to participants, which entitle participants to receive cash payments. The cash payments are determined based upon Schuller's EBITDA (as defined in the Schuller Plan) over the three-year determination period. (2) Cash payments under the Schuller Plan are made at the end of the three-year determination period for each grant. Upon certain events that constitute a "change of control" (as defined in the Schuller Plan), the value of outstanding units (determined as if the target level of cumulative EBITDA for the applicable determination period was met) is payable in cash to the participants. (3) No payments will be made under the Schuller Plan unless Schuller's EBITDA over the three-year determination period is $550 million, at which point each participant will be entitled to receive $500 per unit held by such participant. (4) The target payment of $1,000 per unit shall be made if Schuller's EBITDA over the three-year determination period is $650 million. (5) The maximum payment of $3,000 per unit shall be made if Schuller's EBITDA over the three-year determination period is more than $1 billion. 17 22 PENSION PLAN Salaried employees and employees at designated non-union locations of Manville and its subsidiaries (except Riverwood whose employees are covered by separate plans) are participants in the Schuller International Employees Retirement Plan (the "Retirement Plan"). Pension benefits under the Retirement Plan are limited to the amounts allowed by the provisions of the Code. The Company has adopted a Supplemental Pension Plan ("Supplemental Plan") that provides for payment of the difference between the benefits earned pursuant to the Retirement Plan, without regard to Code limits, and the amounts actually available from the Retirement Plan. Former and current executive officers (other than Messrs. Stephens and Von Wald), and other employees, are eligible to participate in the Supplemental Plan. Messrs. Stephens and Von Wald are parties to individual supplemental retirement arrangements adopted in 1994 in connection with which they received restricted stock awards and cash payments in 1994 as a partial offset to certain supplemental retirement benefits. See "Employment Agreements and Other Arrangements." The Supplemental Plan may be funded by contributions to an irrevocable Supplemental Pension Plan Trust ("Pension Trust") for the accounts of participants. No contributions were made to the Pension Trust in 1994. Contributions, if any, to the Pension Trust to fund the Supplemental Plan and earnings thereon are fully taxable to the individual, deductible by the Company and are reduced by applicable withholding taxes. The following Pension Plan Table sets forth the estimated annual benefits payable upon retirement, including amounts attributable to the Supplemental Pension Plan, for specified remuneration levels and years of service.
YEARS OF SERVICE -------------------------------------------------------------------------- REMUNERATION 15 20 25 30 35 ------------ ----------- ----------- ----------- ----------- ----------- $ 125,000 $ 24,955 $ 33,274 $ 41,592 $ 49,910 $ 58,229 150,000 30,206 40,274 50,343 60,412 70,480 175,000 35,455 47,273 59,091 70,909 82,727 200,000 40,705 54,274 67,842 81,410 94,979 250,000 51,205 68,273 85,341 102,409 119,477 300,000 61,706 82,274 102,843 123,412 143,980 400,000 82,705 110,273 137,841 165,409 192,977 500,000 103,705 138,274 172,842 207,410 241,979 600,000 124,706 166,274 207,843 249,412 290,980 700,000 145,705 194,273 242,841 291,409 339,977 800,000 166,705 222,274 277,842 333,410 388,979 900,000 187,706 250,274 312,843 375,412 437,980 1,000,000 208,705 278,273 347,841 417,409 486,977
______________________________ NOTES: A. Had the individuals named in the Summary Compensation Table retired as of December 31, 1994, their respective five-year average salaries plus bonus, for purposes of the table set forth above, would have been as follows: Mr. Stephens, $834,681; Mr. Kashnow, $416,023; Mr. Von Wald, $355,320; and Mr. Cole, $297,800. B. On December 31, 1994, the individuals named in the Summary Compensation Table had the following years of credited service under the Retirement Plan: Mr. Stephens - 28; Mr. Kashnow - 7; Mr. Von Wald - 21; and Mr. Cole - 21. C. The Retirement Plan provides for payment of a retirement allowance based on 1.02% of the participant's five-year average final salary up to Covered Compensation (as defined in the Retirement Plan) plus 1.4% of the participant's average final salary over Covered Compensation multiplied by the participant's years of benefit service up to a maximum of 35 years plus 1.33% of the participant's average final salary multiplied by the participant's years of service over 35 plus 2.5% of the value of the participant's refunded contributions and interest compounded at 5.0% until normal retirement age. Covered Compensation in 1994 was $22,716 and will be $24,312 in 1995. Salary, as defined in the Retirement Plan, includes payments under the Annual Incentive Compensation Plan, but excludes payments under the Company's Long-Term Cash Incentive Plan. The benefits are determined by using straight life annuity amounts and are not subject to reduction for Social Security benefits. 18 23 EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS Each of the Named Executive Officers and certain other salaried executives of the Company have entered into three-year employment agreements which provide for lump sum separation payments upon any termination of employment other than termination for cause, voluntary resignation without "good reason" as defined in the employment agreements, or termination as a result of death, disability or retirement. For the Named Executive Officers, prior to a Change in Control, as defined below, separation payments under such contracts generally would have equalled a total of two times the annual salary, the full year bonus at target levels of performance under the Annual Incentive Compensation Plan and certain other benefits. Following a Change in Control, the definitions of "cause" and "good reason" are liberalized and benefits payable enhanced. Following a Change in Control, upon a termination of employment other than (i) for cause, (ii) a voluntary resignation without "good reason" or (iii) as a result of death, disability or retirement, benefits include two years' annual salary, two years' target annual bonus, two years' additional credit in certain cases under the Supplemental Plan, a pro-rata portion of the target annual bonus for the year of termination, the cash value of any unpaid performance units, a payment equal to the cost of 36 months welfare benefits and 24 months of continued perquisites. Change in Control is defined in the employment agreements to include a variety of events, including significant changes in the Company's stock ownership or board of directors, its dissolution, sales of significant assets by the Company, sale of an employee's business unit and significant reductions in the Company's work force. In the case of Messrs. Cole and Kashnow, such benefits are subject to a cap to limit any loss of tax deductions by the Company as a result of the "golden parachute" tax rules. In 1994, the Board of Directors adopted certain supplemental retirement arrangements for Messrs. Stephens and Von Wald in replacement of prior supplemental retirement arrangements. The new supplemental retirement agreement for each of them provides for the Company to pay each upon his termination of employment a lump sum benefit (the "Supplemental Benefit") equal to the present value of a single life annuity commencing at the time of such termination ranging from 30% to 60% of his highest average base salary plus cash bonus for three consecutive years during the preceding ten years ("Average Pay"), offset by amounts payable under the Retirement Plan plus certain other amounts, including the 1994 restricted stock awards of 340,000 shares and 150,000 shares, respectively, and cash payments made during 1994 of $1,300,000 and $500,000, respectively, and other payments previously made and to be made in connection with the executives' retirement arrangements. The 1994 restricted stock awards have a five-year vesting schedule and had a fair market value on the date of grant of $3,099,100 and $1,367,250, respectively. The vesting of the restricted stock and payment of dividends thereon are subject to a cap related to the supplemental retirement arrangements. If termination occurs (i) after attaining age 62, (ii) without cause, (iii) for "good reason," (iv) for death or "disability" or (v) after the occurrence of a Change in Control, the Supplemental Benefit will be 60% of Average Pay, and will be increased to compensate for the impact of the timing of taxation of the Supplemental Benefit (and the offsets thereto) as compared with the tax treatment of a single life annuity. The Company is also a party to a key man supplemental retirement agreement with Mr. Cole providing for a benefit in the event of termination of employment or death prior to age 55 and prior to the completion of 25 years of employment with the Company. The single life annual annuity for Mr. Cole under such key man agreement will increase from $52,789 (payable at age 50) if he terminates employment in 1995 to $79,305 if he terminates employment in 2004 before he attains age 55. In partial prepayment of such benefits, the Company paid Mr. Cole $180,000 in 1992. The payment is refundable only in the event of the termination of Mr. Cole's employment for cause. The amount paid by the Company will reduce benefits to be paid to Mr. Cole under the key man agreement. If retirement, termination of employment or death occurs after age 55, and after completion of 25 years of service, Mr. Cole will not receive benefits under the key man agreement, but instead will receive his retirement benefits solely under the Retirement Plan and the Supplemental Plan. 19 24 COMPENSATION COMMITTEE INTERLOCKS The Compensation Committee is currently comprised of Ms. Anderson (Chairperson) and Messrs. Drew, Falise, Fowler, Goodwin, Hammes, Klein, Markey, Storey and Troubh. No interlocks existed during 1994 between the Compensation Committee and the officers or employees of the Company. 20 25 PERFORMANCE GRAPH Presented below is a graph comparing the total stockholder return on Common Stock, assuming full dividend reinvestment, with the Standard & Poor's 500 Index, the Standard & Poor's Paper & Forest Products Index (which reflects the business conducted by one of the Company's primary operating subsidiaries, Riverwood International Corporation) and the Standard & Poor's Building Materials Index (which reflects the business conducted by the Company's other primary operating subsidiary, Schuller International Group, Inc.). The graph compares the Company's performance to the other indices for the five-year period ended December 31, 1994.
MANVILLE S&P 500 S&P 155 S&P 400 MEASUREMENT PERIOD CORPORATION INDEX INDEX INDEX 12-31-89 100.00 100.00 100.00 100.00 12-31-90 50.68 96.86 90.29 85.43 12-31-91 86.30 125.92 114.35 124.62 12-31-92 105.92 135.28 130.63 152.69 12-31-93 115.62 148.73 143.75 203.31 12-31-94 124.25 150.62 149.78 157.07
21 26 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth the identity of beneficial owners believed by the Company to own more than five percent of the outstanding shares of Common Stock as of March 15, 1995.
TITLE OF NAME AND ADDRESS OF AMOUNT OF PERCENT CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - - --------- ----------------------- ----------------------- -------- Common Manville Personal 96,000,000 shares 78.1% Stock Injury Settlement Trust (1) 8260 Willow Oaks Corporate Drive Sixth Floor P. O. Box 10415 Fairfax, Virginia 22031
(1) At March 15, 1995, the Trustees of the Trust were: Robert A. Falise, Chairman and Managing Trustee, Louis Klein, Jr., Frank J. Macchiarola, Christian E. Markey, Jr. and Charles T. Hagel. Messrs. Falise, Klein and Markey serve on the Company's Board of Directors. 22 27 SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth the number of shares of Common Stock beneficially owned by all Directors and executive officers and all current Directors and executive officers as a group as of March 15, 1995. With respect to executive officers of the Company, the number of shares beneficially owned includes shares owned as of March 15, 1995 pursuant to the Manville Employees Thrift Plan. Each Director and executive officer has sole voting and investment power with respect to such shares except that 792,500 shares owned by the current executive officers as a group are restricted as to transfer pursuant to the Manville Corporation Stock Incentive Plan. As of March 15, 1995, the percentage of Common Stock beneficially owned by any Director, or by all Directors and executive officers as a group, does not exceed more than 1.0% of the outstanding shares of the Common Stock, excluding the 96,000,000 shares of Common Stock owned by the Trust and attributed to certain directors who disclaim beneficial ownership of such shares.
COMMON STOCK NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED ------------------------ ------------------ Bette B. Anderson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500 John C. Burton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 Robert E. Cole . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,791 (1) Ernest H. Drew . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 Robert A. Falise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,000,000 (2) Robert E. Fowler, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,000 Todd Goodwin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,100 Michael N. Hammes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 John N. Hanson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 Richard A. Kashnow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,062 (3) Louis Klein, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,000,000 (2) Stanley J. Levy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 Christian E. Markey, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . 96,000,000 (2) W. Thomas Stephens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766,155 (4) Will M. Storey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000 Raymond S. Troubh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 Richard B. Von Wald . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269,600 (5) All Directors and current executive officers as a group (17 persons) . . . . . 97,307,208 (2)(6)
(1) Includes options to purchase 28,200 shares of Common Stock. (2) 96,000,000 of these shares are owned by the Trust, of which Mr. Falise is the Chairman and Managing Trustee, and Messrs. Klein and Markey are Trustees. Voting power with respect to such shares is shared by all five Trustees of the Trust, and none of Messrs. Falise, Klein or Markey can vote the shares alone. Each of Messrs. Falise, Klein and Markey disclaims beneficial ownership of any shares of Common Stock. Pursuant to the Trust Agreement, no Trustee may individually own any securities of the Company or its affiliates or have any other direct or indirect financial interest in the Company or its affiliates. (3) Includes options to purchase 42,400 shares of Common Stock. (4) Includes options to purchase 104,000 shares of Common Stock. (5) Includes options to purchase 42,400 shares of Common Stock. (6) Includes options to purchase 217,000 shares of Common Stock. 23 28 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS (Proxy Item No. 2) The Board of Directors, acting upon the recommendation of the Audit Committee, has appointed, subject to ratification by the stockholders at the forthcoming Annual Meeting, the firm of Coopers & Lybrand L.L.P. as independent accountants of the Company for the year 1995. Coopers & Lybrand L.L.P. has acted as the independent accountants of the Company for more than fifty years and, the Company is advised, has had no financial interest, direct or indirect, in the Company or any affiliate thereof, nor, other than providing certain non-audit services, any other connection with the Company during the past three years. Representatives of Coopers & Lybrand L.L.P. will be present at the Annual Meeting to answer appropriate questions from stockholders and will have an opportunity to make a statement to stockholders. During 1994, the Company paid Coopers & Lybrand L.L.P. approximately $2.6 million for audit services, and approximately $440,000 for non-audit services. Audit services rendered in 1994 included services related to recurring audit activities and non-recurring audit activities for debt and equity offerings. Non-audit services consisted primarily of tax consultation and services related to accounting for retiree medical expenses. Although the submission of this proposal to a vote of the stockholders is not legally required, the Board of Directors believes that such action follows sound corporate practice and is in the best interest of the stockholders, to whom the independent accountants are ultimately responsible. In the event of a negative vote on this proposal by a majority of the votes cast at the meeting by the holders of shares entitled to vote thereon, or the termination of the appointment of Coopers & Lybrand L.L.P. during the year by the Board of Directors, management will recommend a different firm of independent accountants for approval by the Board of Directors. Your Board of Directors recommends a vote FOR ratification of the appointment of Coopers & Lybrand L.L.P. as independent accountants of the Company. OTHER BUSINESS Management knows of no business which will be presented for consideration other than the matters described in the Notice of Annual Meeting. If other matters are presented, it is the intention of the persons designated as Proxies to vote in accordance with their judgment on such matters. VOTING PROCEDURES The affirmative vote of the holders of a plurality of the shares of the Common Stock present or represented by proxy at the Annual Meeting and entitled to vote is required for the election of each Director nominee. The ratification of the appointment of Coopers & Lybrand L.L.P. may be authorized by a majority of the votes cast in person or by proxy at the Annual Meeting by holders of shares entitled to vote thereon. On all matters presented to stockholders, votes may be cast in favor or against such matter, or a stockholder may abstain from voting. Abstentions are counted for the purpose of determining the presence of a quorum for the transaction of business. Abstentions are also counted in the tabulation of the total number of shares entitled to vote on matters presented to stockholders, and thus have the effect of a vote against the proposal. Brokers who hold shares in street name for beneficial owners have the authority to vote on certain routine matters, including without limitation, the election of Directors and ratification of the appointment of auditors, when brokers have not received voting instructions from the beneficial owners. As to other matters, brokers may not vote shares held for beneficial owners without specific instructions from such beneficial owners ("broker non-votes"). Broker non-votes are counted for determining the presence of a quorum. Broker non-votes are not counted, however, in the tabulation of the total number of shares entitled to vote on matters presented to stockholders. The inspectors of election appointed by the Company will count all votes cast, in person or by submission of a properly executed proxy, before the closing of the polls at the Annual Meeting. 24 29 STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING Proposals of stockholders intended to be presented at the Company's 1996 Annual Meeting must be received by the Secretary of the Company no later than December 18, 1995. Proposals received after that date may be excluded from the Company's proxy materials. No stockholder proposals have been received by the Secretary of the Company for presentation at the Company's 1995 Annual Meeting. By Order of the Board of Directors Richard B. Von Wald Senior Vice President, General Counsel and Secretary April 5, 1995 *************************************************************************** * * * A copy of the Company's Annual Report on Form 10-K filed with the * * Securities and Exchange Commission for the fiscal year ended December * * 31, 1994, without exhibits, may be obtained by a stockholder of the * * Company, without charge, by writing to Manville Corporation, c/o * * Investor Relations, P.O. Box 5108, Denver, Colorado 80217-5108. * * * *************************************************************************** 25 30 PROXY MANVILLE CORPORATION P.O. Box 5108, Denver, CO 80217-5108 PROXY FOR ANNUAL MEETING OF STOCKHOLDERS This proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints Will M. Storey, Raymond S. Troubh and W. Thomas Stephens or any of them as Proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote as designated below, all the shares of common stock of Manville Corporation held of record by the undersigned on April 4, 1995, at the Annual Meeting of Stockholders to be held on June 2, 1995 or at any adjournment thereof. Change of Address The Board of Directors recommends a vote FOR election of John C. Burton, Robert A. Falise, ------------------------------ Robert E. Fowler, Jr., Todd Goodwin, ------------------------------ Michael N. Hammes, John Nils Hanson, ------------------------------ Kathryn Rudie Harrigan, Louis Klein, Jr., ------------------------------ Stanley J. Levy, Christian E. Markey, Jr., (If you have written in the W. Thomas Stephens, Will M. Storey and above space, please mark the Raymond S. Troubh as Directors. corresponding box on the reverse side of this card.) You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. Please sign this card on the reverse side. A return envelope is enclosed for your convenience in returning the card. SEE REVERSE SIDE /X/ Please mark your 9835 votes as in this example. This proxy when properly executed will be voted in the manner directed below. If no direction is given, this proxy will be voted FOR Proposals 1 and 2. - - -------------------------------------------------------------------------------- The Board of Directors recommends a vote FOR Proposals 1 and 2. - - -------------------------------------------------------------------------------- FOR WITHHELD FOR AGAINST ABSTAIN 1. Election of / / / / 2. Approval of Appoint- / / / / / / If you plan to attend the 1995 / / Directors ment of Independent Annual Meeting in Atlanta, (see reverse) Accountants. Georgia, please check this box. For, except vote withheld from the following nominee(s): Change of Address / / on Reverse Side - - ---------------------------------------------------------
- - -------------------------------------------------------------------------------- In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournments thereof. Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. -------------------------------------------- -------------------------------------------- SIGNATURE(S) DATE -----END PRIVACY-ENHANCED MESSAGE-----