<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
Continental Can Company, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
CONTINENTAL CAN COMPANY, INC.
ONE AERIAL WAY
SYOSSET, NEW YORK 11791
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 1995
TO THE HOLDERS OF COMMON STOCK OF CONTINENTAL CAN COMPANY, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Continental Can Company, Inc. (the "Company") will be held at 10:00 a.m. on May
17, 1995, at The Union League Club, 38 East 37th Street, New York, New York, for
the following purposes:
1. To elect a Board of fourteen Directors of the Company for the
ensuing year.
2. To vote upon a proposal to adopt the 1995 Restricted Stock
Compensation Plan.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The holders of Common Stock of record at the close of business on March 20,
1995, are entitled to vote at the meeting.
By Order of the Board of Directors,
ABDO YAZGI
March 28, 1995 Secretary
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>
PROXY STATEMENT
This proxy statement is being furnished in connection with the solicitation
of proxies by the Board of Directors and management of Continental Can Company,
Inc., a Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders to be held on May 17, 1995, and at any adjournments thereof.
The principal purpose of the Annual Meeting is the election of directors and
the approval of a proposal to adopt the 1995 Restricted Stock Compensation Plan.
The Board of Directors of the Company knows of no other business to come before
the meeting. Stockholders who do not plan to be present at the meeting are
requested to date and execute the enclosed form of proxy and return it to the
Company.
The costs of this solicitation will be borne by the Company. Solicitation is
to be made primarily by mail, but may be supplemented to some extent by
telephone calls made by full-time regular employees of the Company, who will not
be specially compensated for this purpose. The approximate date on which this
proxy statement and accompanying form of proxy are being sent to stockholders is
April 7, 1995.
VOTING
The shares represented by each properly signed and returned proxy will be
voted in accordance with the instructions thereon. In the event that the voting
instructions are omitted on any such proxy, the shares represented by such proxy
will be voted for the election of Directors and in favor of the proposal to
adopt the 1995 Restricted Stock Compensation Plan. Although the Board of
Directors does not know of any business to be transacted at the meeting other
than as indicated herein, if any other matter is properly brought before the
meeting, shares with respect to which proxies have been received will be voted
in accordance with the judgment of the proxies. Stockholders have the right to
revoke their proxies by notifying the Secretary of the Company in writing at any
time prior to the time the shares are actually voted, by executing and
delivering a subsequently dated proxy, or by voting in person at the meeting.
The Company presently has one class of voting securities outstanding and
entitled to vote at the meeting: Common Stock (par value $.25). The close of
business on March 20, 1995, has been fixed by the Board of Directors as the
record date for the determination of stockholders entitled to vote at the
meeting, and only the holders of shares of Common Stock of record at that time
will be entitled to vote. As of the record date, 3,165,057 shares of Common
Stock were outstanding. Each holder of Common Stock is entitled to one vote for
each share held.
ELECTION OF DIRECTORS
Fourteen directors are to be elected at the meeting to constitute the Board
of Directors of the Company, to serve until the next Annual Meeting of
Stockholders or until their successors shall be elected and qualified.
Directors will be elected by a plurality of the votes present in person or by
proxy at the meeting. Information with respect to the persons proposed to be
elected as directors is set forth below:
<TABLE>
<CAPTION>
Year First
Name and Age Employment Experience Became a Director
- -------------------- --------------------------------- --------------------
<C> <S> <C>
Donald J. Bainton(1) Chairman of the Board of 1983
63 Directors and Chief Executive
Officer of the Company. Mr.
Bainton is also a director of
General Public Utilities
Corporation, Ingersoll-Rand
Company and Plastic Containers,
Inc.
Robert L. Bainton(1) Vice Chairman of the Board of 1988
67 Directors. Prior to his
retirement in 1991, Mr. Bainton
was President and sole
shareholder of B & B Beverage
Company, a wholesale distributor
of wine and malt alcoholic
beverages in New Jersey.
Kenneth Bainton(1) Partner of The Kouzmanoff 1990
38 Partnership, Architects in New
York City. Mr. Bainton has been
a practicing architect since
1982.
Nils E. Benson Prior to his retirement in 1989, 1989
71 Mr. Benson was President of Penn
Elastic Company, a manufacturer
of apparel textiles.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Name and Age Employment Experience Became a Director
- -------------------- --------------------------------- -----------------
<C> <S> <C>
Charles DiGiovanna Chief Executive Officer and
54 President of Continental Plastic
Containers, Inc. and Continental
Caribbean Containers, Inc. since
1992. Prior to that time he had
been a consultant to the Company
since 1991. Between 1985 and
1991, Mr. DiGiovanna was
employed as Chairman and CEO of
Darome, Inc., a
telecommunications company.
Mr. DiGiovanna is a director of
Plastic Containers, Inc. and
Home Port Bancorp, Inc.
Rainer N. Greeven Partner of the law firm of 1972
58 Greeven & Ercklentz, New York,
N.Y. Mr. Greeven is a director
of Smith Barney World Funds,
Inc. and Smith Barney/Travelers
Series Funds, Inc.
Ronald H. Hoenig President of Hoenig & Company, 1989
61 Inc. an investment banking firm
which he founded in 1970.
Charles H. Marquardt Chief Operating Officer of 1993
66 Contintental Plastic Containers,
Inc., a subsidiary of the
Company, between November 1991
and April 1993. Prior thereto
Mr. Marquardt had been a
consultant since retiring from
the Continental Can Company,
Inc. with 36 years of service in
1986. His last position with
Continental Can Company was that
of Vice President and General
Manager of International
Operations. Mr. Marquardt is a
director of Plastic Containers,
Inc.
V. Henry O'Neill Private investor concentrating 1987(2)
70 in real estate.
John J. Serrell Prior to his retirement, Mr. 1981
79 Serrell was President of Kinetic
Development, Inc., an
engineering development company.
During the last five years, Mr.
Serrell has also devoted a
portion of his time to
activities as an independent
business consultant.
Robert A. Utting President of R.A. Utting & 1983
71 Associates, Inc., a business
consulting firm. Prior to his
retirement, in 1986, Mr. Utting
served as Vice Chairman of The
Royal Bank of Canada.
Abdo Yazgi Executive Vice President, Chief 1991(3)
42 Administrative Officer and
Secretary of the Company. Mr.
Yazgi is a director of Plastic
Containers, Inc.
Cayo Zapata (4) Director of Tapas Tapones, a 1992
40 division of Taenza, S.A. de
C.V., since 1987. Mr. Zapata is
a director of Plastic
Containers, Inc.
Jose Luis Zapata (4) Director of Corporate Finance of 1992
35 Taenza, S.A. de C.V., since
1989. Prior thereto, he served
as Director of Corporate Finance
for Tapas Tapones, a division of
Taenza, S,A. de C.V. Mr. Zapata
is a director of Plastic
Containers, Inc.
</TABLE>
(1) Donald and Robert Bainton are brothers and Kenneth Bainton is their nephew.
(2) Mr. O'Neill previously served as a director of the Company from 1982 to
1986.
(3) Mr. Yazgi previously served as a director of the Company from 1980 to 1984.
(4) Cayo and Jose Luis Zapata are brothers.
2
<PAGE>
In case any person named above as a nominee for director shall be
unavailable for service at the time of election (which the Company has no reason
to foresee will be the case), the proxies solicited by the Board of Directors
may be voted in favor of the election of a substitute director selected by the
existing directors.
The Board of Directors of the Company met four times in 1994. No director
attended fewer than 75% of the Board and committee meetings held in 1994.
The Company has a standing Personnel Committee which determines the
compensation of the Company's officers and other matters relating to executive
personnel. The members of the Personnel Committee are Messrs. Benson
(Chairman), Hoenig, R. Bainton, Serrell and C. Zapata. The Personnel Committee
met once in 1994. See "Personnel Committee Report Regarding Executive
Compensation".
The Company has a standing Audit Committee which consults with the
Company's independent auditors, and reviews the audit report and the adequacy of
internal financial controls. The members of the Audit Committee are Messrs.
Utting (Chairman), Greeven, Marquardt and O'Neill. The Audit Committee met once
in 1994.
The Company has a standing Nominating Committee which recommends to the
Board nominees for Board membership, including committee assignments,
organization and composition. The members of the Nominating Committee are
Messrs. D. Bainton (Chairman), K. Bainton, Yazgi and J. Zapata. The Nominating
Committee will not consider nominees recommended by security holders.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not also employees of the Company
or its subsidiaries receive a $6,500 annual retainer, $1,000 for attendance at
each meeting of the Board of Directors and committee of which they are members,
and $2,000 for attendance at each meeting of a committee of which they are
chairmen, plus expenses. Pursuant to the Director Stock Option Plan (the
"Director Plan"), directors may elect to receive a stock option in lieu of the
annual retainer. Each electing director receives an option to purchase the
nearest number of whole shares obtained by dividing the annual retainer by the
fair market value of a share of stock less one dollar. The option exercise
price is one dollar per share and an option may not be exercised prior to the
first anniversary of the date it was granted nor more than ten years after such
date. During 1994, each of nine electing directors received an option to
purchase 303 shares of Common Stock under the Director Plan.
Pursuant to the 1992 Restricted Stock Plan for Non-Employee Directors (the
"Restricted Plan"), each non-employee director of the Company receives an award
of 300 shares of Company Common Stock during each year of service. Such shares
are restricted from transfer while such recipient remains a member of the Board
of Directors and the shares are subject to forfeiture under certain
circumstances including resignation or failure to stand for reelection prior to
age 70.
The 1990 Stock Option Plan for Non-Employee Directors (the "1990 Plan")
provides for the issuance of up to 200,000 shares of Common Stock to directors
who are not employees of the Company or its subsidiaries. The 1990 Plan is
administered by a Board Committee. The 1990 Plan provides for the grant to each
Non-Employee Director, at the commencement of his initial term, of an option to
purchase up to 10,000 shares of Common Stock at a price equal to the fair market
value of a share of Common Stock on the date of the grant. The options become
exercisable on a cumulative basis as to one-tenth of the shares subject to
option on the date of the grant and on each of the nine successive anniversaries
of such date. The term of the options is 10 years provided that any option
holder who ceases to be a member of the Board of Directors forfeits any part of
the option grant which has not become exercisable as of such date.
3
<PAGE>
PROPOSAL TO ADOPT THE 1995 RESTRICTED STOCK COMPENSATION PLAN
On March 6, 1995, the Personnel Committee of the Board of Directors adopted
the 1995 Restricted Stock Compensation Plan (the "Plan") subject to the approval
of the Company stockholders at the annual meeting. The adoption of the Plan was
ratified by the Board of Directors on March 7, 1995. Copies of the Plan will be
furnished to any stockholder upon written request made to the Secretary of the
Company.
PURPOSE
The purpose of the Plan is to motivate and reward certain officers and key
employees of the Company and its subsidiaries who occupy responsible executive
or other positions with the Company, and to promote the continued long term
growth of the Company. The Plan provides a means for such management to receive
part of their compensation in a form to encourage both short term and long term
profitable growth of the Company and share in the risk with the stockholders.
GENERAL
A total of 100,000 shares of common stock, par value $.25 per share, will
initially be available for issuance under the Plan. Shares may be granted under
the Plan for a period of ten years after the approval of the Plan by the
stockholders of the Company. Shares issued under the Plan may be either
authorized and unissued shares, or reacquired shares held in the Company's
treasury. Any shares granted under the Plan which are forfeited, as provided by
the Plan, will again be available for issuance under the Plan. The Plan will be
administered by the Personnel Committee of the Board of Directors (the
"Committee") none of whose members shall be eligible to receive grants under the
Plan.
If as a result of a stock dividend, stock split, recapitalization (or other
adjustment in the stated capital of the Company), or as a result of a merger,
consolidation, or other reorganization, the number of shares of common stock of
the Company is increased, reduced or otherwise changed, the number of shares
available under the Plan will be appropriately adjusted, and if by virtue
thereof a recipient shall be entitled to new or additional shares, such shares
to which the recipient is entitled will be subject to the terms, conditions, and
restrictions therein contained relating to the original shares. In the event
that warrants or rights are awarded with respect to shares awarded thereunder
and the recipient exercises such rights or warrants, the shares or securities
issuable upon such exercise will likewise be subject to the terms, conditions
and restrictions therein contained relating to the original shares.
GRANT OF SHARES
Under the Plan shares of common stock may be granted to officers and key
employees of the Company and its subsidiaries as determined by the Committee.
Management estimates that approximately twenty-five persons are potentially
eligible at present to be granted awards under the Plan. The Committee, at the
date of the grant, may determine a restricted period during which the granted
shares or any portion thereof may be subject to forfeiture. If a recipient
leaves the employ of the Company during the restricted period for any reason
other than death or total and permanent disability, all shares which at such
time are subject to forfeiture shall be forfeited; provided, however, that if a
recipient is terminated at the request of the Company or by action of the
Company, the Committee may, but need not, determine that some or all of such
shares which were subject to forfeiture shall be freed of such restriction. If
a recipient ceases to be an employee of the Company or any of its subsidiaries
during the restricted period by reason of death or total and permanent
disability, the restricted period referred to above shall terminate with respect
to such share grant or any portion thereof which remains subject to forfeiture.
The Committee may, at any time, in its sole discretion, accelerate or waive all
or any portion of restrictions remaining with respect of the grant of shares for
any or all recipients.
SALES OF SHARES
The Plan provides that a certificate representing shares of common stock
awarded under the Plan will be issued in the name of the recipient but that,
during the restricted period of such award, such certificate will be endorsed
with a legend to such effect and shall be held by the Company. Thus, during the
restricted period, the recipient will be unable to sell, exchange, transfer,
pledge, hypothecate, or otherwise dispose of shares of common stock which are
subject to forfeiture. The recipient will, however, have all other rights of a
stockholder with respect to such shares, including voting rights and the right
to receive and retain all cash dividends and to receive other distributions made
with respect to such shares.
4
<PAGE>
AMENDMENT OF THE PLAN
The Board of Directors of the Company may amend, suspend or discontinue the Plan
prior to its termination, but may not, without the approval of the stockholders
of the Company, make any amendment which would increase the aggregate number of
shares subject to grant under the Plan except as provided above.
MARKET PRICE OF COMMON STOCK
If the adoption of the Plan is approved by the stockholders, the Plan will
become effective as of March 6, 1995. In this event, the table below indicates
for each executive officer, for all directors of the Company who are not
executive officers, and for all non-executive officers and employees as a group,
the number of shares to which each would be entitled.
<TABLE>
<CAPTION>
NEW PLAN BENEFIT
1995 RESTRICTED STOCK COMPENSATION PLAN
- ----------------------------------------------------------
NAME AND POSITION NUMBER OF SHARES
- ----------------- ----------------
<S> <C>
Donald J. Bainton, Chief Executive Officer 19,163
Abdo Yazgi, Executive Vice President 4,800
John Andreas, Vice President, Manufacturing 780
------
Executive Officers as a Group 24,743
Non-Executive Director Group -
All employees other than executive officers 5,568
</TABLE>
The table above reflects grants made by the Personnel Committee on March 6,
1995 subject to the approval of the Plan by the stockholders. All such grants
are subject to forfeiture if the recipient voluntarily leaves the employ of the
Company prior to March 6, 2000 for any reason except death or total and
permanent disability. On March 6, 1995, the closing price of the Company's
common stock as reported on the New York Stock Exchange - Composite Transactions
was $24.50 per share. Future grants, if any, will be made by the Personnel
Committee in its sole discretion.
Included in the grant of 19,163 shares to Mr. Bainton are 8,163 shares
which are being issued in lieu of a cash bonus for services rendered in 1994. An
amount equal to the fair market value of such shares on the date of the grant,
$200,000, has been accrued as compensation expense in the Company's financial
statements at December 31, 1994. All of the remaining shares in the table with
an aggregate fair market value on the date of grant of $542,626 will be charged
to compensation expense over a five-year period commencing with the date of the
grant.
The affirmative vote of the majority of the shares of common stock present in
person or by proxy and entitled to vote at the annual meeting is required to
approve the Plan. Thus, shareholders who are not present in person or by proxy
will not affect the outcome of the vote, assuming a quorum is present at the
meeting, whereas shareholders who are present in person or by proxy and who do
not vote or who vote to abstain will in effect be voting against approval of the
Plan. Brokers who hold shares of common stock as nominees will have
discretionary authority to vote such shares if they have not received voting
instructions from the beneficial owners by the tenth day before the meeting,
provided that this proxy statement is transmitted to the beneficial owners at
least 15 days before the meeting.
5
<PAGE>
EXECUTIVE COMPENSATION
The table below shows the compensation paid or credited by the Company and its
subsidiaries during the past three fiscal years to each executive officer of the
Company whose cash compensation (paid or deferred) in 1994 exceeded $100,000
(the "named executive officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------- -------------------------------
AWARDS
-------------------------------
Common Shares
Restricted Stock Underlying All Other
Name and Salary Bonus Awards Options Compensation
Prinicipal Position Year ($) ($) ($) (#) ($)
- ------------------- ---- -------- -------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Donald J. Bainton 1994 $400,000 - $200,000(1)(2) - -
Chairman of the Board 1993 $381,415 - - - -
and CEO 1992 $302,115 - - 30,000 -
Abdo Yazgi, 1994 $265,000 $130,000 - - -
Executive VP 1993 $252,985 - - - -
1992 $198,215 - - 20,000 -
John Andreas 1994 $ 99,000 $ 25,000
VP-Manufacturing 1993 $ 99,000 - - - -
1992 $ 99,000 - - - -
</TABLE>
(1) Subject to the approval of stockholders, Mr. Bainton has been granted 8,163
restricted shares in lieu of a cash bonus for 1994. See "Proposal to Adopt the
1995 Restricted Stock Compensation Plan."
(2) At December 31, 1994, 86,480 shares of Common Stock previously issued to
Mr. Bainton between 1984 and 1987 in lieu of any cash compensation are
restricted but are eligible to receive dividends, if any. Such shares had a
value of $1,902,560 on such date.
OPTION HOLDINGS, GRANTS AND EXERCISES
The table below shows the total number and values of options to purchase common
shares held by named executive officers at December 31, 1994. No options were
granted to, or exercised by, such individuals during 1994.
OPTION HOLDINGS AND VALUES
<TABLE>
<CAPTION>
Number of Common Shares Underlying Value of Unexercised In-The-Money Options
Unexercised Options at Fiscal Year End at Fiscal Year End (1)
-------------------------------------- -----------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- ---------------
<S> <C> <C> <C> <C>
Donald J. Bainton 198,000 22,000 $1,923,400 $84,000
Abdo Yazgi 71,600 14,400 $ 543,100 $50,400
John Andreas - - - -
</TABLE>
(1) The value of unexercised options is the difference between the aggregate
value of the underlying common shares ($22.00 per share on December 31, 1994)
and the aggregate exercise price of the options.
EMPLOYMENT AGREEMENT
Pursuant to Mr. Donald Bainton's employment agreement, which expires on
December 31, 1999, stock previously paid to him as compensation which has not
been previously released from forfeiture shall remain subject to forfeiture if
he voluntarily leaves the employ of the Company prior to December 31, 1999, for
any reason except his death or disability. This agreement also provides that in
the event of his death prior to December 31, 1999, Mr. Bainton's spouse will
continue to receive one-half of his salary until her death or until ten years
after his death, whichever occurs first.
6
<PAGE>
PERSONNEL COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION
The goal of the Company's executive compensation program is to attract,
motivate and retain executives of the highest caliber. In the belief that this
goal is most effectively achieved by closely linking executive compensation to
corporate performance and returns to stockholders, the Company has established
an executive compensation plan that conditions a very substantial portion of
such compensation on the Company's achievement of its annual performance goals,
the value of the Company's common stock, and the progress made by the Company
toward the achievement of its long term strategies and objectives.
In 1993 and 1995, the Committee retained an independent executive compensation
consultant to prepare a comprehensive report on the Company's compensation
policy and practices and generally to advise the Committee in connection with
the performance of its duties in executive compensation matters. The
independent consultant assisted the Committee in establishing the following
compensation guidelines for the Company's executive officers. Fixed
compensation or base salaries are to fall at or near the 50th percentile of
those paid by comparable multinational manufacturing companies while
opportunities for variable incentive compensation should also be at or near the
50th percentile of such group, subject to adjustment in both cases based on the
experience and performance of the individual executives. Actual short and long
term incentive compensation will reach this goal only in years in which the
Committee is satisfied with corporate and individual performance.
The Company's executive compensation program has three principal components:
annual base salaries, short-term incentives consisting of annual bonuses, and
long-term incentives consisting of stock options granted under the Company's
1988 Restricted Stock Option Plan or otherwise as determined by the Board. In
addition, the Board has approved, subject to the approval of shareholders, the
1995 Restricted Stock Compensation Plan which will provide for the grant of
restricted stock to officers and other key empoyees of the Company and its
subsidiaries. Short-term incentives consisting of annual bonuses are based
primarily upon the Committee's subjective evaluation of corporate and individual
performance and thus are directly linked to Company performance, while the long-
term incentive of stock options and restricted stock indirectly reflects the
Company's performance through changes in the value of the Company's common
stock. Both the short-term and long-term incentives have been designed to align
the interests of the Company's executive officers with those of the Company's
stockholders.
Base salaries for each executive officer are reviewed annually. Salaries are
targeted at the competitive median paid by comparable multinational
manufacturing companies for each position. The Chief Executive Officer reviews
both relevant survey data as well as the past and expected contributions of each
executive officer in determining what adjustments should be made to the salary
of each executive officer. These determinations are reviewed with the Committee
each year.
The Committee reviews and establishes the base salary of the Chief Executive
Officer based on similar competitive compensation data and the Committee's
subjective evaluation of his past performance and its expectations as to his
future contributions. These deliberations are made with periodic advice by
independent compensation consultants.
Bonuses are reviewed and established by the Committee annually based on the
Committee's subjective evaluation of corporate and individual performance.
Bonuses for executive officers other than the Chief Executive Officer are
discussed and reviewed by the Chief Executive Officer with the Committee.
Under the Company's 1988 Restricted Stock Option Plan, options to purchase
common stock of the Company are granted on a periodic basis to certain officers
and other key employees of the Company and its subsidiaries, including executive
officers, at an exercise price as determined by the Committee on the date of the
grant. Because the compensation element of options is dependent on increases
over time in the market value of such shares, stock options represent
compensation that is tied to the Company's long-term performance. The Committee
determines the number of options and shares of restricted stock to be granted
based on the Committee's subjective assessment of individual performance, and on
the individual's level of compensation and position with the Company.
In March 1994, the base salary of the Chief Executive Officer, despite the
Committee's satisfaction with the performance of the Chief Executive Officer and
external market factors for comparable companies, was not changed by the
Committee and remained at $400,000, reflecting the Committee's assessment of the
Company's financial performance for the year 1993. For 1994, the Committee has
approved a bonus for the Chief Executive Officer of 8,163 shares of common stock
in lieu of additional cash compensation of $200,000. See "Proposal to Adopt the
1995 Restricted Stock Compensation Plan."
The Committee believes that the executive compensation program is properly
structured to attract and retain the executive resources needed to maximize
stockholder returns. The emphasis on variable pay programs, which address both
long-term and annual performance as well as both financial and stock
performance, ensures that the program functions in the best interests of the
Company's stockholders.
Personnel Committee: Nils Benson (Chairman)
John J. Serrell
Ronald H. Hoenig
Robert L. Bainton
Cayo Zapata
7
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
cumulative return of the New York Stock Exchange Market Index and a Peer Group
Index (the Dow Jones Container and Packaging Group Index).
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN 1
CONTINENTAL CAN COMPANY, INC., NYSE MARKET INDEX AND PEER GROUP INDEX 2
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement period CONTINENTAL CAN INDUSTRY BROAD
(Fiscal year Covered) COMPANY, INC. INDEX MARKET
- --------------------- --------------- -------- ------
<S> <C> <C> <C>
Measurement PT -
1989 $100 $100 $100
FYE 1990 $139.16 $ 89.25 $ 95.92
FYE 1991 $190.91 $135.95 $124.12
FYE 1992 $123.08 $156.55 $129.96
FYE 1993 $111.89 $151.45 $147.56
FYE 1994 $123.08 $158.11 $144.69
</TABLE>
1. Assumes $100 invested on January 1, 1990 and that all dividends were
reinvested.
2. Dow Jones Container and Packaging Group Index.
STOCK OWNERSHIP
As of the Record Date, the following were the only persons known by the
Company to be the beneficial owners of more than 5% of the Common Stock. Donald
J. Bainton is Chairman and Chief Executive Officer of the Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ------------------- ------------------------------- ----------------
<S> <C> <C>
Donald J. Bainton 439,932 (2)(3) 13.1%
One Aerial Way
Syosset, New York 11791
Aileen Moody Bainton 203,815 (3) 6.4 %
Edgewater Drive
Nassau, Bahamas
R.B. Haave Associates, Inc. 376,200 11.9%
270 Madison Avenue
New York, New York 10016
Sundial International Fund, Ltd. 194,000 6.1%
P.O. Box N-3742
Nassau, Bahamas
Cayo, Jose Luis and Paulo Zapata 924,400 (4) 22.6%
Blvd. de los Virreyes #1145
Lomas Virreyes
11000 Mexico, D.F. Mexico
</TABLE>
8
<PAGE>
The following table sets forth information concerning the beneficial ownership
of Common Stock as of the Record Date by each director, nominee and executive
officer of the Company and by all directors, nominees and executive officers as
a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
- ------------------------ ------------------------------ -----------------
<S> <C> <C>
Donald J. Bainton 439,932 (2)(3) 13.1%
Kenneth Bainton 64,845 (3)(5) 2.0%
Robert L. Bainton 9,567 (3)(6) *
Nils E. Benson 8,324 (7) *
Charles DiGiovanna 44,700 (8) 1.4%
Rainer N. Greeven 32,825 (9) 1.0%
Ronald H. Hoenig 33,361 (7) 1.1%
Charles H. Marquardt 9,800 (10) *
V. Henry O'Neill 24,667 (6) *
John J. Serrell 8,811 (9) *
Robert A. Utting 58,954 (6) 1.9%
Abdo Yazgi 108,671 (11) 3.4%
Cayo Zapata 924,400 (4) 22.6%
Jose Luis Zapata 924,400 (4) 22.6%
John H. Andreas 2,460 *
Marcial B. L'Hommedieu 2,800 (12) *
All directors, nominees and executive
officers as a group (16 individuals) 1,774,117 (13) 39.7%
* Less than 1%
</TABLE>
(1) Beneficial ownership means sole voting and dispositive power unless
otherwise indicated. Stock options described in the footnotes below are
those which were exercisable on the Record Date or will become exercisable
within 60 days of the Record Date.
(2) Includes 206,000 shares issuable upon the exercise of stock options.
(3) Pursuant to the regulations of the Securities and Exchange Commission
relating to beneficial ownership, Donald, Robert, Kenneth and Aileen Moody
Bainton may be deemed to be a group for purposes of determining beneficial
ownership. On this basis, each would be deemed the beneficial owner of
718,159 shares of Common Stock (21.2%), including the shares listed in
Notes 2, 5 and 6. Each of the Messrs. Bainton and Mrs. Bainton disclaims
beneficial ownership of shares beneficially owned by the others.
(4) Includes 30,000 shares subject to option. Also, includes 887,500 issuable
to Merrywood, Inc., a corporation wholly owned by a corporation of which
Cayo, Jose Luis and Paulo Zapata (who are brothers) are the sole
shareholders. Each of the Messrs. Zapata disclaims beneficial ownership of
shares and options beneficially owned by the others. (See "Transactions
with Management")
(5) Includes 5,000 shares issuable upon the exercise of stock options.
(6) Includes 7,367 shares issuable upon the exercise of stock options.
(7) Includes 7,124 shares issuable upon the exercise of stock options.
(8) Includes 39,000 shares issuable upon the exercise of stock options.
(9) Includes 6,851 shares issuable upon the exercise of stock options.
(10) Includes 5,000 shares issuable upon the exercise of stock options.
(11) Includes 76,800 shares issuable upon the exercise of stock options.
(12) Includes 800 shares issuable upon the exercise of stock options.
(13) Includes 412,651 shares issuable upon the exercise of stock options and
887,500 shares issuable to Merrywood, Inc.
9
<PAGE>
TRANSACTIONS WITH MANAGEMENT
In October 1991, the Company and Merrywood, Inc. ("Merrywood"), which is
wholly-owned by three brothers, Jose Luis, Cayo and Paulo Zapata, formed a new
company, Plastic Containers, Inc. ("PCI"), which purchased all of the
outstanding capital stock of Continental Plastic Containers, Inc. and
Continental Caribbean Containers, Inc. for approximately $150 million. PCI
issued and currently has outstanding an aggregate of 100 shares of common stock,
par value $1.00 per share, of which 50 shares are owned by the Company and 50
shares are owned by Merrywood.
The Company entered into an agreement dated September 10, 1992 (the "PCI
Agreement") with PCI, Merrywood and Plaza Limited, the record holder of all of
the outstanding Merrywood stock, pursuant to which Merrywood delivered to the
Company a proxy, irrevocable until 1998, to vote one additional share of PCI
Common Stock, thereby giving the Company voting control of PCI. Pursuant to the
PCI Agreement, Merrywood has the right, exercisable after July 1, 1994, to
exchange (the "Right of Exchange") all of the common stock of PCI owned by
Merrywood for 887,500 shares of Common Stock of the Company (the "Exchange Right
Shares"), representing approximately 28% of the Company's Common Stock currently
outstanding. The number of shares of the Company's Common Stock to be issued
pursuant to the Right of Exchange is to be adjusted to appropriately reflect any
future stock split, stock combination or reclassification. As an alternative to
the Exchange Right, the PCI Agreement also gives Merrywood the right at any time
prior to August 7, 1998 to require the Company to purchase its 50% interest in
PCI for $30 million, plus interest from November 1991 (the "Put"). If by that
date Merrywood has not elected to require the Company to purchase its interest
in PCI, then Merrywood is required to exercise the Exchange Right.
The Company has agreed that, so long as Merrywood has not exercised the Put,
the Company will cause up to three nominees of Plaza to be included in the slate
of Directors submitted by the Company for election at each annual meeting of the
Company's stockholders. Messrs. Zapata and Marquardt are the nominees of Plaza
which has also agreed to vote all of its shares of Common Stock in favor of the
slate of directors proposed by the Company. In an undertaking pursuant to the
PCI Agreement, Mr. Donald Bainton has agreed to vote all of his shares of Common
Stock in favor of the Plaza nominees.
INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP acted as the Company's independent accountants in 1994
and has been selected to act in that capacity in 1995. It is expected that a
representative of KPMG Peat Marwick LLP will be present at the Annual Meeting to
respond to appropriate questions and to make a statement, if the representative
so desires.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1996 Annual Meeting of
Stockholders must be received by the Company on or before December 1, 1995 to be
eligible for inclusion in the Company's Proxy Statement and Form of Proxy
relating to the 1996 Meeting.
ANNUAL REPORT TO STOCKHOLDERS
A copy of the Company's Annual Report for 1994, containing financial statements
for the year ended December 31, 1994 (which is not made a part of this Proxy
Statement), is concurrently being furnished to each stockholder of record at the
record date for this meeting.
By Order of the Board of Directors,
ABDO YAZGI
SECRETARY
10
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, MAY 17, 1995
The undersigned stockholder of CONTINENTAL CAN COMPANY, INC. hereby appoints
DONALD J. BAINTON, LINDA DRISCOLL and ABDO YAZGI, or any one or more of them,
with full power of substitution and revocation, proxies of the undersigned to
vote all shares of Common Stock which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Stockholders of said corporation
to be held at 10:00 a.m. on May 17, 1995 at the Union League Club, 38 East 37th
Street, New York, New York, and at any adjournment thereof, as follows:
(1) Election of Directors
Nominees:Donald J. Bainton, Kenneth O. Bainton,
Robert L. Bainton, Nils E. Benson,
Charles DiGiovanna, Rainer N. Greeven,
Ronald H. Hoenig, Charles H. Marquardt
V. Henry O'Neill, John J. Serrell,
Robert A. Utting, Abdo Yazgi, Cayo Zapata
and Jose Luis Zapata
(Mark only one)
----
---- FOR all nominees listed above, except authority
to vote withheld for the following nominees (if any):
----------------------------------------------------
----
---- WITHHOLD authority for all nominees.
(2) Proposal to Adopt the 1995 Restricted Stock Compensation Plan
---- ---- ----
____ For ____ Against ____ Abstain
(3) In accordance with their best judgment upon such other matters as may
properly come before the meeting.
(continued and to be signed on other side)
<PAGE>
(continued from other side)
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND, WHEN EXECUTED, WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE BY THE UNDERSIGNED STOCKHOLDER
ON THE REVERSE SIDE HEREOF. TO THE EXTENT THAT SUCH SPECIFICATIONS ARE OMITTED,
THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION OF THE LISTED NOMINEES FOR
DIRECTOR, FOR APPROVAL OF THE PROPOSAL TO ADOPT THE 1995 RESTRICTED STOCK
COMPENSATION PLAN AND ON OTHER MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF
THE PROXIES.
PLEASE SIGN AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
PLEASE DO NOT FORGET TO DATE THIS PROXY DATED: ,1995
-----------
--------------------------------
Signature of Stockholder
--------------------------------
Signature of Stockholder
(Please sign exactly as name appears at left,
Executors, administrators, guardians, trustees,
attorneys and officers signing for corporations
should give full title. For joint owners, each
should sign.)
