<PAGE> 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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
Schwetzler-Mauduit International, Inc.
- --------------------------------------------------------------------------------
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
<PAGE> 2
SCHWEITZER-MAUDUIT LOGO
March 19, 1997
Wayne H. Deitrich
Chairman of the Board and
Chief Executive Officer
TO OUR STOCKHOLDERS:
On behalf of the Board of Directors and management of Schweitzer-Mauduit
International, Inc., I cordially invite you to the Annual Meeting of
Stockholders to be held on Thursday, April 24, 1997 at 11:00 a.m. at the Holiday
Inn Hotel, 1075 Holcomb Bridge Road, Roswell, Georgia.
At the Annual Meeting, stockholders will be asked to elect three directors
for a three-year term, as more fully described in the accompanying Notice of
Annual Meeting and Proxy Statement.
It is important that your stock be represented at the meeting regardless of
the number of shares you hold. You are encouraged to specify your voting
preferences by so marking and dating the enclosed proxy card. But, if you wish
to vote in accordance with the directors' recommendations, all you need do is
sign and date the card.
Please complete and return the proxy card in the enclosed envelope whether
or not you plan to attend the meeting. If you do attend and wish to vote in
person, you may revoke your proxy at that time.
If you plan to attend the meeting, please check the card in the space
provided. This will assist us with meeting preparations, and will enable us to
expedite your admittance. If your shares are not registered in your own name and
you would like to attend the meeting, please ask the broker, trust, bank or
other nominee which holds the shares to provide you with evidence of your share
ownership, which will enable you to gain admission to the meeting.
Sincerely,
/s/ WAYNE H. DEITRICH
---------------------
WAYNE H. DEITRICH
100 NORTH POINT CENTER EAST
SUITE 600
ALPHARETTA, GA 30202-8246
<PAGE> 3
PRINTED IN THE U.S.A.
ON SCHWEITZER-MAUDUIT INTERNATIONAL, INC. PAPER
MANUFACTURED IN LEE, MASSACHUSETTS
<PAGE> 4
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
100 NORTH POINT CENTER EAST, SUITE 600
ALPHARETTA, GEORGIA 30202-8246
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
---------------------
The Annual Meeting of Stockholders of Schweitzer-Mauduit International,
Inc. will be held at the Holiday Inn Hotel, 1075 Holcomb Bridge Road, Roswell,
Georgia, on Thursday, April 24, 1997, at 11:00 a.m. for the following purposes:
1. To elect three directors for a three-year term to expire at the
2000 Annual Meeting of Stockholders; and
2. To transact such other business as may properly be brought before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on March 4, 1997 are
entitled to notice of and to vote at the meeting and any adjournment thereof. It
is important that your shares be represented at the meeting. I urge you to sign,
date and promptly return the enclosed proxy card in the enclosed business reply
envelope. No postage is required if mailed in the United States.
/s/ WILLIAM J. SHARKEY
----------------------
WILLIAM J. SHARKEY
Secretary
March 19, 1997
<PAGE> 5
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
100 NORTH POINT CENTER EAST, SUITE 600
ALPHARETTA, GEORGIA 30202-8246
---------------------
PROXY STATEMENT
---------------------
INTRODUCTION
This Proxy Statement and the accompanying proxy card are furnished to the
stockholders of Schweitzer-Mauduit International, Inc., a Delaware corporation
(the "Corporation"), in connection with the solicitation of proxies by the Board
of Directors of the Corporation for use at the Annual Meeting of Stockholders to
be held on April 24, 1997 and at any adjournment thereof. Proxies in the
accompanying form, properly signed and received in time for the meeting, will be
voted as instructed. If no instructions are given, proxies will be voted for the
election of the three directors nominated for election. Any proxy may be revoked
by the stockholder granting it at any time before it is voted by delivering to
the Secretary of the Corporation another signed proxy card, or a signed document
revoking the earlier proxy or by attending the meeting and voting in person. The
Corporation intends to mail this Proxy Statement and proxy card, together with
the 1996 Annual Report to Stockholders, on or about March 19, 1997.
Each stockholder of record at the close of business on March 4, 1997 will
be entitled to one vote for each share registered in such stockholder's name. As
of that date, there were outstanding 16,056,491 shares of the common stock, par
value $.10 per share (the "Common Stock"), of the Corporation.
The entire cost of the proxy solicitation will be borne by the Corporation.
The Corporation has retained Corporate Investor Communications, Inc., to aid in
the solicitation of proxies. For its services, Corporate Investor
Communications, Inc. will receive a fee estimated at $4,500 plus reimbursement
of reasonable out-of-pocket expenses. The Corporation does not otherwise expect
to pay any compensation for the solicitation of proxies, but will reimburse
brokers, fiduciaries and other nominees for their reasonable expenses in
forwarding proxy materials to beneficial owners. In addition to solicitation by
mail, directors, officers and employees of the Corporation may solicit proxies
in person, by telephone or by other means of communication.
If a stockholder is a participant in the Schweitzer-Mauduit International,
Inc. Salaried Employees Retirement Savings Plan and/or the Schweitzer-Mauduit
International, Inc. Hourly Employees Retirement Savings Plan, the proxy card
represents the number of full shares of Common Stock held for the benefit of the
participant in such plans as well as any shares of Common Stock registered in
the participant's name. Thus, a proxy card for such a participant grants a proxy
for shares registered in the participant's name and serves as a voting
instruction for the trustees of such plans for the account in the participant's
name. Information as to the voting instructions given by individuals who are
participants in such plans will not be disclosed to the Corporation.
Under Section 216 of the Delaware General Corporation Law and the
Corporation's By-Laws, a majority of the issued and outstanding shares of the
Corporation's Common Stock, present in person or represented by proxy, shall
constitute a quorum for purposes of the Annual Meeting. Directors shall be
elected by a plurality of the votes present in person or represented by proxy at
the Annual Meeting and entitled to vote on the election of directors. Votes may
be cast in favor of or withheld from each nominee; votes that are withheld will
be excluded entirely from the vote and will have no effect. Under applicable
Delaware law, a broker non-vote will have no effect on the outcome of the
election of directors. In all matters other than the election of
<PAGE> 6
directors, the affirmative vote of a majority of shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on the subject
matter shall be the act of the stockholders.
The Corporation is an independent public company which was established
through the transfer (the "Transfer") by Kimberly-Clark Corporation
("Kimberly-Clark") of Kimberly-Clark's tobacco-related paper and other specialty
paper products business operations in the United States, Canada and France (the
"Specialty Products Business") to the Corporation and the subsequent immediate
spin-off (the "Spin-Off") of the Corporation's outstanding stock by
Kimberly-Clark as a stock dividend to Kimberly-Clark stockholders. The Spin-Off
was effective as of the close of business on November 30, 1995.
PROPOSAL 1. ELECTION OF DIRECTORS
The Certificate of Incorporation of the Corporation provides that the
number of directors constituting the entire Board of Directors shall be as
authorized from time to time exclusively by the affirmative vote of a majority
of the entire Board of Directors. The By-Laws of the Corporation provide that
the number of directors of the Corporation shall not be less than six nor more
than nine and further provides that the Board shall be divided into three
classes of directors, who are elected for staggered terms. Directors of one
class are elected each year for a term of three years. As of the date of this
Proxy Statement, the Board of Directors consists of eight members, three of whom
have terms which expire at this year's Annual Meeting (Class II directors),
three of whom have terms which expire at the 1998 Annual Meeting (Class III
directors), and two of whom have terms which expire at the 1999 Annual Meeting
(Class I directors). All of the current directors, including the nominees for
election as Class II directors, have served on the Corporation's Board of
Directors since November 30, 1995.
The three nominees as Class II directors, Mr. K.C. Caldabaugh, Mr.
Jean-Pierre Le Hetet and Mr. Richard D. Jackson, are proposed to be elected at
this year's Annual Meeting to serve for a term to expire at the 2000 Annual
Meeting of Stockholders and until their successors are elected and have
qualified. Should any such nominee become unable to serve, proxies may be voted
for another person designated by management. The nominees have advised the
Corporation that they will serve if elected. The remaining five directors will
continue to serve as directors for the terms set forth on the following pages.
CERTAIN INFORMATION REGARDING DIRECTORS AND NOMINEES
The names of the directors continuing in office and nominees, their ages as
of the date of the Annual Meeting, their principal occupations during at least
the past five years, other directorships held by each as of the date hereof and
certain other biographical information are as set forth on the following pages
by class, in the order of the next class to stand for election.
2
<PAGE> 7
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE-YEAR TERM EXPIRING AT THE
2000 ANNUAL MEETING OF STOCKHOLDERS
(CLASS II DIRECTORS)
Mr. K. C. Caldabaugh, 50, has been Chairman and Chief Executive Officer of
Brown-Bridge Industries, Inc., a manufacturer of adhesive coated papers, since
1994. Prior to that time, Mr. Caldabaugh served in various management positions,
including Senior Vice President and Chief Financial Officer, of The LTV
Corporation, from 1987 to 1993. From 1979 through 1987 he was employed by The
Charter Company in executive positions, including Executive Vice President and
Chief Financial Officer. Mr. Caldabaugh is also a member of the Board of
Trustees of West Virginia Wesleyan College.
Mr. Jean-Pierre Le Hetet, 53, has served as President -- French Operations
of the Corporation since August 1995. From 1991 through August 1995, Mr. Le
Hetet was the President of Specialty Products, France, a business unit of
Kimberly-Clark Corporation. Prior to that time, Mr. Le Hetet served as General
Manager of Specialty Products, France.
Mr. Richard D. Jackson, 60, was Vice Chairman of First Financial Management
Corporation until his retirement in July 1995. Prior to that time, Mr. Jackson
was Chief Operations Officer from 1993 to 1994. From 1986 to 1993 he was Chief
Executive Officer of Georgia Federal Bank and from 1974 to 1986 he was President
and Chief Executive Officer of First Georgia Bank. He is currently Vice Chairman
of the Board of Anacomp Corporation.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING AT THE
1998 ANNUAL MEETING OF STOCKHOLDERS
(CLASS III DIRECTORS)
Mr. Wayne H. Deitrich, 53, has served as Chief Executive Officer of the
Corporation since August 1995. From June 1995 to August 1995, Mr. Deitrich
served as President -- Specialty Products Sector of Kimberly-Clark. From 1993
through May 1995, Mr. Deitrich was President -- Paper and Specialty Products
Sector of Kimberly-Clark, and from 1992 to 1993, he was President -- Paper
Sector of Kimberly-Clark. From 1988 through 1992, Mr. Deitrich served as the
President of Neenah Paper (a business unit of Kimberly-Clark). Mr. Deitrich has
served as Chairman of the Board since November 30, 1995.
Mr. Leonard J. Kujawa, 64, was a partner in Arthur Andersen LLP for
twenty-seven years until his retirement in 1995. He was Worldwide Director of
Energy and Telecommunications from 1985 until his retirement. In that capacity,
he directed that firm's expansion of its practice internationally. This included
working directly with his firm's major clients in their strategy of global
expansion. Mr. Kujawa continues as an international consultant to his former
firm and to global companies. He is also a member of the Board of Directors of
American Electric Power Company.
Mr. Larry B. Stillman, 55, has been employed by Dixon Paper Company since
1969. Mr. Stillman has served as Vice President of Northwest Group, Dixon Paper
Company since 1988 and also is serving as Interim President of Ingram Paper. He
was Vice President, Executive Vice President and President and Chief Operating
Officer of Dixon Paper Company prior to 1988. He has been a member of advisory
councils for Scott Paper Company, 3M and James River Corporation. He has been
Managing General Partner for HEXAD Investment Company since 1983 and serves on
the Board of Directors of Ryall Electric Supply Company.
3
<PAGE> 8
TERM EXPIRING AT THE
1999 ANNUAL MEETING OF STOCKHOLDERS
(CLASS I DIRECTORS)
Ms. Claire L. Arnold, 50, currently a private investor, was the Chief
Executive Officer of NCC L.P., a major distributor of tobacco, grocery, candy,
health and beauty, and allied products to retail stores, from August 1978 to
April 1994. Ms. Arnold is also a member of the Board of Directors of Ruby
Tuesday, Inc. and Morrison Health Care, Inc. and serves as a Trustee of Mary
Baldwin College.
Mr. Laurent G. Chambaz, 49, is a partner with the law firm of Chambaz &
Suermondt, of Paris, France. His firm has specialized, over the last 50 years,
in the area of assisting U.S. and other multinational corporations in France and
Europe. Mr. Chambaz has served as a Member of the Board of the Paris Bar, as a
Member of the French Delegation to the Council of the Bars and Law Societies of
the European Community and as Country Representative for France in the
International Bar Association. He is currently acting as a Member of the Board
of Directors of the Paris Bar Law School (EFB) and the National Council of the
Bars of France.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
THREE NOMINEES AS CLASS II DIRECTORS.
4
<PAGE> 9
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of December 31, 1996
regarding the number of shares of the Common Stock of the Corporation
beneficially owned by all directors and nominees, each of the Corporation's
Named Executive Officers (see "Executive Compensation"), and by all directors
and executive officers as a group. Unless otherwise indicated in a footnote,
each person listed below possesses sole voting and investment power with respect
to the shares indicated as beneficially owned by that person.
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL OR AMOUNT AND NATURE OF
IDENTITY OF GROUP BENEFICIAL OWNERSHIP(1)
- --------------------- -----------------------
<S> <C>
Claire L. Arnold............................................ 1,252
K.C. Caldabaugh............................................. 2,252
Laurent G. Chambaz.......................................... 391
Wayne H. Deitrich........................................... 97,893(2)
Richard D. Jackson.......................................... 5,852(3)
Leonard J. Kujawa........................................... 1,752
Jean-Pierre Le Hetet........................................ 27,100(4)
Paul C. Roberts............................................. 19,008(5)
William J. Sharkey.......................................... 14,805(6)
Larry B. Stillman........................................... 3,304(7)
N. Daniel Whitfield......................................... 39,991(8)
All Directors and Executive Officers as a Group (12
Persons).................................................. 223,135
</TABLE>
- ---------------
(1) Each director and nominee and each of the Named Executive Officers owns less
than one percent of the outstanding shares of the Corporation's Common
Stock. All directors and executive officers as a group own or have the right
to acquire upon the exercise of vested stock options 1.39 percent of the
outstanding shares of the Corporation's Common Stock.
(2) Includes 100 shares held by a Charitable Remainder Unitrust, of which Mr.
Deitrich is the Trustee, and 63,600 shares which Mr. Deitrich has the right
to acquire upon the exercise of vested stock options.
(3) Includes 1,600 shares held by Mr. Jackson's wife, Elaine M. Jackson.
(4) Includes 23,850 shares which Mr. Le Hetet has the right to acquire upon the
exercise of vested stock options.
(5) Includes 12,720 shares which Mr. Roberts has the right to acquire upon the
exercise of vested stock options.
(6) Includes 12,720 shares which Mr. Sharkey has the right to acquire upon the
exercise of vested stock options.
(7) Consists of 3,052 shares as to which Mr. Stillman has shared voting and
investment power with his wife.
(8) Includes 23,850 shares which Mr. Whitfield has the right to acquire upon the
exercise of vested stock options.
5
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
The following table sets forth certain information as of December 31, 1996
regarding the number of shares of the Common Stock of the Corporation
beneficially owned by each person who is known to the Corporation to own,
directly or indirectly, more than five percent of the outstanding shares of the
Corporation's Common Stock, and reflects information presented in each such
person's Schedule 13G (and amendments, if any, thereto) as filed with Securities
and Exchange Commission (the "SEC") and provided to the Corporation. Unless
otherwise indicated in a footnote, each person listed below possesses sole
voting and investment power with respect to the shares indicated as beneficially
owned by that person.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
------------------- -------------------- -------------------
<S> <C> <C>
First Manhattan Co.(1).................................... 1,823,979 11.36%
437 Madison Avenue
New York, New York 10022
First Bank System Inc.(2)................................. 1,084,805 6.76%
601 2nd Avenue South
Minneapolis, Minnesota 55402-4302
FMR Corp.(3).............................................. 817,390 5.09%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ---------------
(1) Based on Amendment No. 1 to a Schedule 13G dated January 30, 1997, in which
First Manhattan Co. ("FMC") reported that it had sole voting and
dispositive power over 11,000 of such shares, shared voting power over
1,689,779 of such shares, and shared dispositive power over 1,812,979 of
such shares. Includes 12,500 shares owned by family members of general
partners of FMC which are being reported for informational purposes. FMC
disclaims dispositive power as to 11,500 of such shares and beneficial
ownership as to 1,000 of such shares.
(2) Trustees of Kimberly-Clark Hourly and Salaried Employee Incentive Investment
Plan Trusts.
(3) Based on a Schedule 13G filed jointly on February 14, 1997 on behalf of FMR
Corp. ("FMR"), Fidelity Management & Research Company ("Fidelity"), Edward
C. Johnson 3d and Abigail P. Johnson. Fidelity, a wholly owned subsidiary
of FMR, is the beneficial owner of 740,200 of such shares in its capacity
as a registered investment adviser to various investment companies.
Fidelity Management Trust Company ("Fidelity Trust"), a bank which is a
wholly owned subsidiary of FMR, is the beneficial owner of 77,190 of such
shares held by institutional accounts for which it serves as investment
manager.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
In 1996, the Corporation and certain of its subsidiaries retained the legal
services of Chambaz & Suermondt, Paris, France. Laurent G. Chambaz, a director
of the Corporation, serves as a partner with that firm. Management believes that
the cost of services so rendered by Chambaz & Suermondt during 1996 was
reasonable compared with the cost of obtaining similar services from an
unaffiliated third party. The Corporation and certain of its subsidiaries expect
to retain Chambaz & Suermondt in 1997.
6
<PAGE> 11
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors currently consists of eight members, each of whom
has served on the Board of Directors since the November 30, 1995 Spin-Off. From
January 1, 1996 through December 31, 1996, the Board of Directors met on five
occasions and acted by unanimous written consent in lieu of meeting pursuant to
Section 141(f) of Delaware General Corporation Law on four occasions.
The standing committees of the Board of Directors include the Audit
Committee, the Compensation Committee and the Nominating Committee.
The Audit Committee, currently composed of Leonard J. Kujawa, Chairman,
Claire L. Arnold and K.C. Caldabaugh, met on three occasions in 1996. The Audit
Committee selects and engages independent auditors to audit the books, records
and accounts of the Corporation, determines the scope of such audits,
establishes policy in connection with internal audit programs of the
Corporation, and performs such other duties as the Board of Directors may from
time to time prescribe.
The Compensation Committee, currently composed of Richard D. Jackson,
Chairman, Claire L. Arnold and Larry B. Stillman, acted by unanimous written
consent on two occasions and met on two occasions in 1996. The nature and scope
of the Committee's responsibilities are set forth below under "Executive
Compensation -- Compensation Committee Report on Executive Compensation".
The Nominating Committee, currently composed of Wayne H. Deitrich,
Chairman, Laurent G. Chambaz and Jean-Pierre Le Hetet, acted by unanimous
written consent on one occasion in 1996. The Nominating Committee proposes and
considers suggestions for candidates for membership on the Board, and recommends
candidates to fill vacancies on the Board of Directors. The Nominating Committee
will consider nominees recommended by stockholders as candidates for election to
the Board of Directors at the annual meeting of stockholders. A stockholder
wishing to nominate a candidate for election to the Board at the annual meeting
is required to follow the procedures set forth in the Corporation's By-Laws,
which procedures are hereinafter discussed under the caption "Other
Matters -- Stockholders Proposals".
COMPENSATION OF DIRECTORS
Each director who is not an officer or employee of the Corporation or any
of its subsidiaries or affiliates (a "non-employee director") receives an annual
retainer fee of $7,000, payable pro rata quarterly in advance, which retainer
fee is payable in Common Stock of the Corporation pursuant to the Outside
Directors' Stock Plan (the "Directors' Plan"). In 1996, each non-employee
director received 252 shares of Common Stock under the Directors' Plan. Each
such non-employee director also receives a meeting fee of $3,000 for each
meeting attended and a committee fee of $500 for each committee meeting
attended. In addition, the Corporation reimburses the directors for expenses
incurred as a result of attending such meetings. A director who is an officer or
an employee of the Corporation or any of its subsidiaries or affiliates does not
receive any fees for services as a member of the Board or any committee thereof,
but is reimbursed for expenses incurred as a result of such service.
7
<PAGE> 12
EXECUTIVE COMPENSATION
The Corporation was incorporated on August 21, 1995 for the purpose of
effecting the Transfer by Kimberly-Clark of its Specialty Products Business,
followed by the immediate Spin-Off of that business to Kimberly-Clark's
stockholders. The Corporation has operated as an independent public company
since November 30, 1995, the date of the Transfer and Spin-Off. Accordingly, the
following tables of this Proxy Statement provide information regarding
compensation paid by the Corporation for services rendered to the Corporation
and its subsidiaries by executive officers during the period from November 30,
1995 through December 31, 1995 ("Partial Year 1995") and during the fiscal year
ended December 31, 1996. Because no executive officer of the Corporation earned
over $100,000 in salary and bonus during Partial Year 1995, only compensation
paid to, earned by or awarded to the Corporation's Chief Executive Officer
during Partial Year 1995 is included herein, in accordance with the rules and
regulations of the SEC. For the 1996 fiscal year, compensation paid to, earned
by or awarded to the Corporation's Chief Executive Officer and the four other
highest paid executive officers of the Corporation (collectively, the "Named
Executive Officers") is included herein, in accordance with the rules and
regulations of the SEC.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
-------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(1) ($)(2)(3)(4)(5)(6)
- --------------------------- ----------------- --------- -------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Wayne H. Deitrich........... Partial Year 1995 $ 35,000 212,000 $13,060(7)
Chairman of the Board and 1996 420,000 $378,000 21,654
Chief Executive Officer
Jean-Pierre Le Hetet........ 1996 209,391 116,450 79,500 14,648
President -- French
Operations
Paul C. Roberts............. 1996 195,000 115,830 42,400 7,998
Chief Financial Officer
and Treasurer
N. Daniel Whitfield......... 1996 195,000 87,204 79,500 14,405
President -- U. S.
Operations
William J. Sharkey.......... 1996 160,000 84,000 42,400 12,960
General Counsel and
Secretary
</TABLE>
- ---------------
(1) Awarded December 4, 1995.
(2) Includes Corporation contributions to the Schweitzer-Mauduit International,
Inc. Salaried Employees Retirement Savings Plan on behalf of Messrs.
Deitrich, Roberts, Whitfield and Sharkey.
(3) Includes unused vacation earned by Messrs. Deitrich, Roberts, Whitfield and
Sharkey.
(4) Includes tax planning services for Messrs. Deitrich and Roberts.
(5) Includes special unemployment insurance for Mr. Le Hetet and also the
contribution on his behalf to the Profit Sharing Plan ("Participation") by
LTR Industries, S.A., the Corporation's 72%-owned subsidiary.
(6) Includes imputed income for group life insurance coverage in excess of
$50,000 for Messrs. Roberts, Whitfield and Sharkey.
(7) Includes reimbursement for costs of travel on behalf of the Corporation.
8
<PAGE> 13
There were no stock options granted during 1996 to the Named Executive
Officers of the Corporation.
The following table sets forth information concerning the value of
unexercised options held by the Corporation's Named Executive Officers as of
December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1996 (#) DECEMBER 31, 1996 ($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Wayne H. Deitrich................................. 63,600 148,400 $671,775 $1,567,475
Chairman of the Board and Chief Executive
Officer
Jean-Pierre Le Hetet.............................. 23,850 55,650 251,916 587,803
President -- French Operations
N. Daniel Whitfield............................... 23,850 55,650 251,916 587,803
President -- U.S. Operations
Paul C. Roberts................................... 12,720 29,680 134,355 313,495
Chief Financial Officer and Treasurer
William J. Sharkey................................ 12,720 29,680 134,355 313,495
General Counsel and Secretary
</TABLE>
- ---------------
(1) Represents the excess of the fair market value of the Common Stock of
$31.625 per share as of December 31, 1996, above the exercise price of the
options.
DEFINED BENEFIT RETIREMENT PLAN
The Corporation provides certain benefits to its U.S. employees through the
Schweitzer-Mauduit International, Inc. Retirement Plan (the "Retirement Plan"),
a U.S. pension plan covering hourly and salaried employees, that entitles each
vested salaried U.S. employee to an annual pension benefit at normal retirement
equal to 1.50 percent of final average earnings times the employee's years of
service and subject to a deduction for social security benefits or, if greater,
1.125 percent of final average earnings times years of service. Final average
earnings is defined as the highest average of any five years of salary and
bonuses (as defined in the Retirement Plan) out of the last 15 calendar years of
employment, or over the last 60 months of credited service, if greater. The
minimum monthly benefit payable in a single-life annuity to salaried employees
is the lesser of $100 or $10 times years of service (subject to certain
increases in the event of a disability or death).
Retirement benefits for salaried participants who have at least five years
of vesting service may begin on a reduced basis at age 55, or on an unreduced
basis at normal retirement age. Unreduced benefits also are available for
salaried participants with ten years of vesting service at age 62 or as early as
age 60 with 30 years of vesting service. The normal form of benefit for
unmarried salaried participants is a single-life annuity payable monthly.
Benefits will be actuarially adjusted if the employee receives one of the
available forms of joint and survivor or other optional forms of benefit.
The benefits illustrated in the following table are computed on a
single-life annuity basis, without deduction for Social Security or other offset
amounts. Benefits will be adjusted if the employee receives one of the optional
forms of benefit. Benefits under the Retirement Plan will be limited to the
extent required by U.S.
9
<PAGE> 14
tax provisions. Any excess over such limitation for salaried employees will be
paid pursuant to supplemental arrangements.
The following table illustrates the estimated annual benefits payable upon
retirement at age 65 without regard to IRS limitations under the Retirement Plan
for specified highest five-year average remuneration and years-of-service
classifications:
Retirement Plan. U.S. Salaried Employees -- Retirement at age 65
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF BENEFIT SERVICE
AVERAGE --------------------------------------------------------------------------
ANNUAL 15 20 25 30 35 40 45
EARNINGS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
---------- -------- -------- -------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500 $ 60,000 $ 67,500
200,000 45,000 60,000 75,000 90,000 105,000 120,000 135,000
300,000 67,500 90,000 112,500 135,000 157,500 180,000 202,500
400,000 90,000 120,000 150,000 180,000 210,000 240,000 270,000
500,000 112,500 150,000 187,500 225,000 262,500 300,000 337,500
600,000 135,000 180,000 225,000 270,000 315,000 360,000 405,000
700,000 157,500 210,000 262,500 315,000 367,500 420,000 472,500
800,000 180,000 240,000 300,000 360,000 420,000 480,000 540,000
900,000 202,500 270,000 337,500 405,000 472,500 540,000 607,500
1,000,000 225,000 300,000 375,000 450,000 525,000 600,000 675,000
</TABLE>
The estimated years of benefit service, which includes years of benefit
service while at Kimberly-Clark, as of normal retirement at age 65, for Messrs.
Deitrich, Roberts, Whitfield and Sharkey are 38.5, 36.6, 43.1 and 14.0,
respectively.
Mr. Le Hetet's retirement benefits are provided under a foreign
subsidiary's pension plan that bases benefits on years of service and
compensation. Mr. Le Hetet is credited with 29.0 years of service under such
plan. His projected annual benefit at normal retirement age is 767,000 FF or
$149,795.
Supplemental Retirement Plan. The Corporation's supplemental retirement
plan (the "Supplemental Plan") provides a benefit equal to the difference
between (i) the benefit payable to a participant under the Retirement Plan and
(ii) the benefit that would be payable to such participant under such plan,
calculated without regard to the compensation limit under Section 401(a)(17) of
the Internal Revenue Code (the "Code") and the limitations on benefits under
Section 415 of the Code. The Supplemental Plan is unfunded and participation is
limited to salaried employees with earnings in excess of the Code Section
401(a)(17) limits and who are members of a select group of management or
highly-compensated employees.
EXECUTIVE SEVERANCE PLAN
The Corporation's Executive Severance Plan (the "Severance Plan") provides
that in the event of termination of a participant's employment with the
Corporation or one of its French affiliates for any reason (other than death,
disability or retirement (as defined in the Severance Plan)) within two years
after a change of control of the Corporation, as defined in the Plan, a
participant employed in the United States will be entitled to (i) receive a cash
payment in an amount equal to three times the highest annual compensation (base
salary and bonus) paid or payable within the three-year period ending on the
date of termination, (ii) receive health, dental and life insurance benefits
from the Corporation for a period of three years, and
10
<PAGE> 15
(iii) receive a cash payment in an amount equal to the actuarial equivalent of
the accrued benefits the participant would have earned under the Retirement Plan
and the Supplemental Plan if he had continued participation for three years
following his termination. A participant employed by one of the Corporation's
French affiliates is entitled to essentially the same payments and benefits as a
United States participant, subject to certain adjustments which take into
account the differences between the respective compensation, benefit and pension
plans and programs in the United States and France. However, severance payments
under the Severance Plan for participants subject to United States Federal
income tax will be limited to the extent necessary to avoid an excise tax on the
participant under Code Section 4999 if the "parachute payments" under Code
Section 280G with respect to such participant are less than 3.5 times the "base
amount" for purposes of Code Section 280G. If such parachute payments equal or
exceed 3.5 times such base amount with respect to a participant, the Corporation
shall pay the participant an additional gross-up payment to compensate such
participant for the excise tax liability under Code Section 4999. The
Compensation Committee of the Board of Directors of the Corporation has
established the eligibility criteria for participation and, from time to time,
designates key employees as participants in the Severance Plan. Subject to
certain conditions, the Severance Plan may be amended or terminated by
resolution of the Board of Directors but no such amendment or termination shall
be effective during the two-year period following a change of control of the
Corporation without the consent of all of the participants. The Corporation has
agreements under the Severance Plan with the Named Executive Officers and
certain other key employees. The maximum amount payable upon termination (with
respect to base salary and annual incentive compensation alone) pursuant to the
agreements under the Severance Plan to the Named Executive Officers, assuming
that a change of control of the Corporation and the termination of their
employment had occurred on December 31, 1996, would have been as follows: Mr.
Deitrich, $2,394,000; Mr. Roberts, $932,490; Mr. Whitfield, $846,612; Mr.
Sharkey, $732,000; and Mr. Le Hetet, $977,523.
If a participant's employment is otherwise terminated for any reason other
than cause (as defined in the Severance Plan), the participant will receive a
cash payment in an amount of up to 24 months base salary.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee was established by the Board of Directors on
December 1, 1995, and is composed entirely of directors who are not, and have
never been, officers or employees of the Corporation. The Board of Directors
designates the members and the chairperson of such committee. The Compensation
Committee's duties include establishing and administering the Corporation's
compensation and benefit policies and practices for executive officers and key
managerial employees. The Compensation Committee also administers the Equity
Participation Plan and grants stock options thereunder (see "Long-Term Incentive
Compensation"). The members of the Compensation Committee of the Board of
Directors of the Corporation are Richard D. Jackson (Chairman), Claire L. Arnold
and Larry B. Stillman.
The executive compensation information reported in this Proxy Statement is
for services rendered to the Corporation and its subsidiaries commencing on
January 1, 1996, and ending on December 31, 1996, the last day of the
Corporation's 1996 fiscal year.
The following report summarizes the Compensation Committee's actions during
1996. This report shall not be deemed to be incorporated by reference by any
general statement incorporating this Proxy Statement by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the Corporation specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
acts.
11
<PAGE> 16
EXECUTIVE COMPENSATION POLICIES
The Corporation's executive compensation policies are designed to attract
and retain qualified executives, to appropriately reward individual achievement,
and to enhance the financial performance of the Corporation, and thus
stockholder value, by significantly aligning the financial interests of the
Corporation's executives with those of its stockholders. To accomplish these
objectives, the executive compensation program as administered by the
Compensation Committee consists primarily of (i) annual cash compensation, the
components of which are base salary and an annual variable cash incentive
payable pursuant to the Corporation's Annual Incentive Plan, and (ii) long-term
incentive compensation, consisting of stock options pursuant to the
Corporation's Equity Participation Plan and a long-term incentive opportunity
payable in cash pursuant to the Corporation's Long-Term Incentive Plan. Base
salary and annual bonuses are designed to recognize individual performance and
achievement of business objectives each year. The value of long-term incentives
is directly linked to the financial performance of the Corporation, including in
the case of stock options the performance of the Corporation's Common Stock,
and, therefore, total stockholder return. Executive officers also participate in
other benefit plans available to employees generally, including the
Corporation's 401(k) plan and a medical plan.
In developing the Corporation's executive compensation programs and to
assist in determining appropriate compensation levels for executives, the
Compensation Committee retained a national compensation consulting firm to
provide information and advice regarding plan design and industry pay practices
for executives holding specified positions. Comparative compensation information
was drawn from a broader range of companies than those included in the industry
index used in the performance graph on page 14 of this Proxy Statement, and not
all of the companies included in the performance graph were included in the
surveys utilized. The Compensation Committee's objective is to provide
opportunities to an executive officer for compensation, both on an overall basis
and on the basis of each respective component, which is targeted in each case at
the 50th percentile of the market groups studied within the country of their
employment.
Annual Salary and Incentive Bonuses
In determining the base salaries of executive officers effective as of
January 1, 1996, the Committee reviewed salaries paid to similarly situated
executives of the companies as reflected in the above-described compensation
study. In establishing base salary levels, the Compensation Committee considers
such factors as job complexity, level of responsibility, the relationship of the
position to the Corporation's long-term strategic goals, and the particular
individual's skills, experience and background. While no pre-established
weightings are given to these factors, particular emphasis is being placed on
attracting and retaining quality individuals in order to develop an effective
executive team for the Corporation.
The purpose of the Corporation's Annual Incentive Plan (the "Incentive
Plan"), which became effective on January 1, 1996, is to further unite the
interests of the stockholders of the Corporation and its key employees through
(i) the annual establishment of Corporation objectives and (ii) the annual
payment of cash incentive awards to key employees based on individual
performance and the attainment of the Corporation's objectives. Target incentive
cash opportunities under the Incentive Plan for executive officers including the
chief executive officer can range from 25 to 60 percent of a participant's base
salary with a maximum payout of up to 200% of the participant's target incentive
award percentage. Actual annual cash bonuses are determined by measuring
performance against specific goals established at the beginning of each year.
The goals take into account, depending on the responsibility of the individual,
one or more of the following: the individual's performance; the performance of
the functional group or unit with which the individual is associated (primarily
based upon the operating profit of such unit); and the overall performance
12
<PAGE> 17
of the Corporation (primarily based upon earnings per share). Such goals may or
may not be equally weighted and may vary from one executive officer to another.
Long-Term Incentive Compensation
The Corporation's long-term incentive compensation for its key executives
consists of (i) grants of stock options pursuant to the Corporation's Equity
Participation Plan (the "Plan") and (ii) a cash opportunity payable on a
three-year cycle basis pursuant to the Corporation's Long-Term Incentive Plan
(the "LTIP").
The Plan is intended to provide a means of encouraging an ownership
interest in the Corporation by those employees who have contributed or are
determined to be in a position to contribute materially to the success of the
Corporation, thereby increasing their motivation for and interest in the
achievement of the Corporation's long-term success. Because the value of a stock
option bears a direct relationship to the price of shares of the Corporation's
Common Stock, stock options are viewed as a means of encouraging executives and
other key management employees to increase long-term stockholder value. In
determining awards of stock options under the Plan, the Committee makes grants
based on such factors as the competitive target long term incentive opportunity
for executives with comparable responsibilities in similarly sized corporations,
individual contributions to corporate performance and management
recommendations.
The Corporation's LTIP, which became effective on January 1, 1996, is
designed to enable the Corporation to attract and retain key executives by
providing a competitive and diversified total compensation package and to help
focus executives' attention on the long-term performance of the Corporation. The
Compensation Committee selects participants and determines awards under the LTIP
on a three-year cycle basis. The LTIP's award opportunities are based on a
competitive market analysis of long-term incentive opportunities for executive
management positions in other companies. Under the LTIP, a target cash award is
established for each participant, which, taken together with a participant's
stock option grants, is structured to provide the participant with a total
long-term incentive award commensurate with the participant's responsibilities.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee used the same compensation policy described
above for all executive officers to determine the compensation for Wayne H.
Deitrich, the Chief Executive Officer of the Corporation. In setting both the
cash-based and equity-based elements of Mr. Deitrich's compensation, the
Committee attempted to target the 50th percentile of such compensation as paid
to chief executive officers of the companies analyzed in the outside
consultant's study.
CORPORATE TAX DEDUCTION FOR EXECUTIVE COMPENSATION
Pursuant to the Omnibus Budget Reconciliation Act of 1993 ("OBRA"), annual
compensation payable to the chief executive officer and each of the four highest
paid executive officers of a public company will not be deductible by the
company for federal income tax purposes to the extent any such officer's overall
compensation exceeds $1,000,000. Certain types of compensation, however,
including qualifying performance-
13
<PAGE> 18
based incentive compensation, are both deductible and excluded for purposes of
calculating the $1,000,000 base. OBRA recognizes stock option plans as
performance-based if such plans meet certain requirements.
COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS
Richard D. Jackson (Chairman)
Claire L. Arnold
Larry B. Stillman
14
<PAGE> 19
PERFORMANCE GRAPH
The following graph compares the total cumulative stockholder return on the
Corporation's Common Stock during the period from December 1, 1995 (the date on
which shares of the Common Stock began trading on the New York Stock Exchange)
through December 31, 1996, with the comparable cumulative total returns of the
Dow Jones Paper Products Index and the Wilshire 5000 Index. The graph assumes
that the value of the investment in the Common Stock and each index was $100 on
December 1, 1995 and that all dividends were reinvested.
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD SCHWEITZER- WILSHIRE 5000 DOW JONES PAPER
(FISCAL YEAR COVERED) MAUDUIT COMPOSITE INDEX PRODUCTS INDEX
INTERNATIONAL, INC.
<S> <C> <C> <C>
DEC. 1, 1995 100.00 100.00 100.00
DEC. 31, 1995 106.00 102.00 96.00
DEC. 31, 1996 148.00 123.00 102.00
</TABLE>
15
<PAGE> 20
OTHER MATTERS
The management of the Corporation knows of no other matters to be presented
at the 1997 Annual Meeting. Should any other matter requiring a vote of the
stockholders arise at the meeting, the persons named in the proxy will vote the
proxies in accordance with their best judgment.
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors of
the Corporation has selected Deloitte & Touche LLP as the principal independent
auditors for the Corporation for the current year. Deloitte & Touche LLP has
been the independent auditor for the Corporation since its incorporation.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Corporation's proxy statement and
form of proxy for the 1998 Annual Meeting of Stockholders, stockholder proposals
must be received by the Secretary of the Corporation at the Corporation's
principal executive offices no later than November 19, 1997. The Corporation
reserves the right to decline to include in the Corporation's proxy statement
any stockholder's proposal which does not comply with the rules of the SEC for
inclusion therein.
The By-Laws of the Corporation include requirements applicable to
stockholder proposals other than those included in the proxy materials pursuant
to the regulations of the SEC. Pursuant to the By-Laws, a stockholder proposing
to nominate persons for election to the Board of Directors or to introduce other
business at the annual meeting of stockholders must give timely written notice
to the Corporation's Secretary. To be timely, a stockholder's notice must be
delivered and received at the Corporation's principal executive offices not less
than 50 days nor more than 75 days prior to the annual meeting; provided that if
less than 60 days' notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the annual meeting date was mailed or
such public disclosure of the date was made, whichever first occurs.
The Corporation's By-Laws further provide that a stockholder's notice
proposing to nominate persons for election to the Board of Directors must
contain certain information about both the nominee and the stockholder making
the nomination. A stockholder's notice proposing to bring other business before
the annual meeting must contain (1) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting; (2) the stockholder's name and address; (3) the
class and number of shares of the Corporation's capital stock beneficially owned
by the stockholder; (4) any material interest of the stockholder in such
business; and (5) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
16
<PAGE> 21
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Corporation's directors and
executive officers and persons who own more than ten percent of a registered
class of the Corporation's equity securities to file reports with the SEC
regarding beneficial ownership of Common Stock and other equity securities of
the Corporation. Officers, directors and greater than ten percent stockholders
are required by SEC regulations to furnish the Corporation with copies of all
forms they file pursuant to Section 16(a).
To the Corporation's knowledge, based solely on a review of copies of such
reports furnished to the Corporation and written representations that no other
reports were required, during the fiscal year ended December 31, 1996, all
officers, directors and greater than ten percent beneficial owners complied with
the Section 16(a) filing requirements of the Act.
FORM 10-K
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1996 (including the consolidated financial statements) has been
included with the mailing of this Proxy Statement to stockholders of record and
beneficial holders as of March 4, 1997. The Company's Annual Report to the SEC
on Form 10-K for the fiscal year ended December 31, 1996 (excluding exhibits)
will be provided without charge to each stockholder so requesting in writing.
Each request must set forth a good faith representation that, as of March 4,
1997, the record date for the 1997 Annual Meeting, the person making the request
beneficially owned shares of the Corporation's Common Stock. The written request
should be directed to: Paul C. Roberts, Chief Financial Officer and Treasurer.
YOUR VOTE IS IMPORTANT
You are encouraged to let us know your preference by marking the
appropriate boxes on the enclosed proxy card.
17
<PAGE> 22
SCHWEITZER-MAUDUIT LOGO
INVITATION TO STOCKHOLDERS
NOTICE OF 1997 ANNUAL MEETING
PROXY STATEMENT
<PAGE> 23
APPENDIX
COMPANY LOGO
PLEASE DETACH HERE
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
100 North Point Center East
P Suite 600
R Alpharetta, Georgia 30202-8246
O
X COMMON STOCK PROXY
Y SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For Annual Meeting of Stockholders, April 24, 1997
The undersigned hereby appoints WILLIAM J. SHARKEY, PAUL C. ROBERTS and WAYNE
L. GRUNEWALD, and each of them, proxies with full power of substitution, to
represent and to vote as set forth herein all the shares of Common Stock of
Schweitzer-Mauduit International, Inc. (the "Company") held of record by the
undersigned on March 4, 1997, at the Annual Meeting of Stockholders of the
Company, to be held at the Holiday Inn Hotel, 1075 Holcomb Bridge Road,
Roswell, Georgia 30076 at 11:00 a.m. local time, on Thursday, April 24, 1997,
and any adjournments thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
<PAGE> 24
COMPANY LOGO
<TABLE>
<CAPTION>
PLEASE DETACH HERE
<S> <C>
[X] Please mark
votes as in
this example.
This Proxy when properly executed will be voted in the manner directed by the undersigned stockholder. If no direction is
made, this Proxy will be voted "FOR" Item 1.
MANAGEMENT RECOMMENDS A VOTE FOR ITEM 1.
1. Election of Class II Directors 2. In their discretion, the proxies are authorized to vote as
NOMINEES: K.C. Caldabaugh, Jean-Pierre Le Hetet and described in the Proxy Statement and upon such other
Richard D. Jackson business as may properly come before the meeting.
___ FOR ___WITHHELD
ALL FROM
NOMINEES ALL
NOMINEES
___________________________________________
For all nominees except as noted above MARK HERE_____ MARK HERE_____
FOR ADDRESS IF YOU PLAN
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears on Stock Certificate. If stock is held in
the name of two or more persons, all must sign. When signing as attorney,
executor, administrator, trustee, 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.
Signature: _____________________________ Date: _________________ Signature: ____________________ Date: ______________________
</TABLE>
