<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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(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 15, 1996
- --------------------------------------------------------------------------------
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
15, 1996, AT THE UNION LEAGUE CLUB, 38 EAST 37TH STREET, NEW YORK, NEW YORK, FOR
THE FOLLOWING PURPOSES:
1. To elect a Board of thirteen Directors of the Company for the
ensuing year.
2. 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 18, 1996, are entitled to vote at the meeting.
By Order of the Board of Directors,
ABDO YAZGI
March 28, 1996 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.
- --------------------------------------------------------------------------------
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 15, 1996, and at any adjournments
thereof.
The principal purpose of the Annual Meeting is the election of
directors. 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 8, 1996.
<PAGE>
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. 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 18, 1996, 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, 3,199,668 shares of Common
Stock were outstanding. Each holder of Common Stock is entitled to one vote for
each share held.
ELECTION OF DIRECTORS
Thirteen 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
64 Directors and Chief Executive
Officer of the Company. Mr.
Bainton is also a director of
Plastic Containers, Inc.
Robert L. Bainton(1) Vice Chairman of the Board of 1988
68 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
39 Partnership, Architects in New
York City.
Nils E. Benson Prior to his retirement in 1989, 1989
72 Mr. Benson was President of Penn
Elastic Company, a manufacturer
of apparel textiles.
Charles DiGiovanna Chief Executive Officer and 1995
55 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. Mr. DiGiovanna is a
director of Plastic Containers,
Inc. and Home Port Bancorp, Inc.
Rainer N. Greeven Partner of the law firm of 1972
59 Greeven & Ercklentz, New York,
N.Y. Mr. Greeven is a director
of Smith Barney World Funds,
Inc. and Smith Barney/Travelers
Series Funds, Inc.
Charles H. Marquardt Chief Operating Officer of 1993
67 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 as the
Vice President and General
Manager of International
Operations of Continental Can
Company, Inc. with 36 years of
service in 1986. Mr. Marquardt
is a director of Plastic
Containers, Inc.
V. Henry O'Neill Private investor. 1987(2)
71
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Year First
Name and Age Employment Experience Became a Director
- -------------------- --------------------------------- -----------------
<C> <S> <C>
John J. Serrell Prior to his retirement, Mr. 1981
80 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
72 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(3) Executive Vice President, Chief 1991(3)
43 Administrative Officer and
Secretary of the Company. Mr.
Yazgi is a director of Plastic
Containers, Inc.
Cayo Zapata Director of Tapas Tapones, a 1992
41 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
36 Taenza, S.A. de C.V., since
1989. 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.
On November 15, 1995, Mr. D. Bainton settled a civil enforcement
proceeding commenced by the Securities and Exchange Commission, which arose out
of the sale by a business associate of Mr. Bainton of shares of the Companys
common stock. Without admitting or denying the Commissions allegations, Mr.
Bainton settled the action by agreeing to pay a civil penalty of $30,000 and
consenting to an order enjoining him from violating the federal securities laws.
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 six times in 1995. Mr. J. L.
Zapata attended fewer than 75% of the Board and committee meetings held in 1995.
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), R. Bainton, Serrell and C. Zapata. The Personnel Committee met
twice in 1995. 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 1995.
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 and attendance fees. Each electing director receives an
option to purchase the nearest number of whole shares obtained by dividing the
annual retainer and attendance fees 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 1995, six electing
directors received options to purchase a total of 2,514 shares of Common Stock
under the Director Plan.
3
<PAGE>
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.
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 1995
exceeded $100,000 (the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------- -----------------------------------
AWARDS
-----------------------------------
Common Shares
Restricted Stock Underlying All Other
Name and Salary Bonus Awards Options Compensation
Prinicipal Position Year ($) ($) ($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Donald J. Bainton 1995 $415,813 - $ 269,500 - -
Chairman of the Board 1994 $400,000 - $ 200,000(1)(2) - -
and CEO 1993 $381,415 - - - -
Abdo Yazgi, 1995 $276,924 - $ 117,600 - -
Executive VP 1994 $265,000 $130,000 - - -
1993 $252,985 - - - -
John Andreas 1995 $108,170 - $ 19,110 - -
VP-Manufacturing 1994 $ 99,000 $ 25,000
1993 $ 99,000 - - - -
</TABLE>
(1) Mr. Bainton was granted 8,163 restricted shares in lieu of a cash bonus for
1994.
(2) At December 31, 1995, 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 $1,416,110 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, 1995. No options
were granted to, or exercised by, such individuals during 1995.
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 206,000 14,000 $970,400 $30,750
Abdo Yazgi 76,800 9,200 $228,800 $18,450
John Andreas - - - -
</TABLE>
(1) The value of unexercised options is the difference between the aggregate
value of the underlying common shares ($16.375 per share on December 31,
1995) and the aggregate exercise price of the options.
4
<PAGE>
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.
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, on May 17, 1995 the shareholders approved the 1995
Restricted Stock Compensation Plan which provides 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 and subject to its approval.
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 and subject to its approval.
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 1995, the base salary of the Chief Executive Officer, based
on the Committees satisfaction with the performance of the Chief Executive
Officer and external market factors for comparable companies, was increased by
the Committee to $420,000 reflecting the Committee's assessment of the Company's
financial performance for the year 1994. Pursuant to the 1995 Restricted Stock
Compensation Plan, which was approved by the shareholders of the Company on May
17, 1995, the Chief Executive Officer was awarded 11,000 shares of Common Stock
as deferred compensation.
5
<PAGE>
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
Robert L. Bainton
Cayo Zapata
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).
[GRAPH APPEARS HERE]
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN /1/
CONTINENTAL CAN COMPANY, INC., INDUSTRY INDEX AND BROAD MARKET INDEX /2/
<TABLE>
<CAPTION>
Measurement period CONTINENTAL Industry Broad Market
(Fiscal Year Covered) CAN Index Index
- --------------------- -------- -------- ------------
<S> <C> <C> <C>
Measurement PT -
01/01/90 $ 100.00 $ 100.00 $ 100.00
FYE 01/01/91 $ 137.19 $ 154.81 $ 129.41
FYE 01/01/92 $ 88.44 $ 167.28 $ 135.50
FYE 01/01/93 $ 80.40 $ 168.31 $ 153.85
FYE 01/01/94 $ 88.44 $ 171.53 $ 150.86
FYE 01/01/95 $ 65.83 $ 186.59 $ 195.61
</TABLE>
1. Assumes $100 invested on January 1, 1991 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 467,095 (2)(3) 13.7%
One Aerial Way
Syosset, New York
Aileen Moody Bainton 200,510 (3) 6.3 %
Edgewater Drive
Nassau, Bahamas
R.B. Haave Associates, Inc. 592,200 18.5%
36 Grove Street
New Canaan, CT
Sundial International Fund, Ltd. 194,000 6.1%
P.O. Box N-3742
Nassau, Bahama
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name and address Amount and nature
of beneficial owner of beneficial ownership (1) Percent of class
- ----------------------------------- --------------------------- ----------------
<S> <C> <C>
Cayo, Jose Luis and Paulo Zapata 924,400 (4) 22.5%
Blvd. de los Virreyes #1145
Lomas Virreyes
11000 Mexico, D.F. Mexico
</TABLE>
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 467,095 (2)(3 ) 13.7%
Kenneth Bainton 68,775 (3)(5) 2.1%
Robert L. Bainton 11,170 (3)(6) *
Nils E. Benson 9,927 (7) *
Charles DiGiovanna 62,200 (8) 1.9%
Rainer N. Greeven 33,728 (9) 1.1%
Charles H. Marquardt 10,703 (10) *
V. Henry O'Neill 10,570 (6) *
John J. Serrell 10,414 (9) *
Robert A. Utting 53,557 (6) 1.7%
Abdo Yazgi 124,671 (11) 3.8%
Cayo Zapata 924,400 (4) 22.5%
Jose Luis Zapata 924,400 (4) 22.5%
John H. Andreas 3,415 *
Marcial B. L'Hommedieu 3,200 (12) *
All directors, nominees and executive
officers as a group (15 individuals) 1,793,825 (13) 39.6%
</TABLE>
* Less than 1%
(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 214,000 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
747,550 shares of Common Stock (21.8%), 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 shares
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 7,000 shares issuable upon the exercise of stock options.
(6) Includes 8,670 shares issuable upon the exercise of stock options.
(7) Includes 8,427 shares issuable upon the exercise of stock options.
(8) Includes 52,000 shares issuable upon the exercise of stock options.
(9) Includes 8,154 shares issuable upon the exercise of stock options.
(10) Includes 5,303 shares issuable upon the exercise of stock options.
(11) Includes 82,000 shares issuable upon the exercise of stock options.
(12) Includes 1,200 shares issuable upon the exercise of stock options.
(13) Includes 442,248 shares issuable upon the exercise of stock options and
887,500 shares issuable to Merrywood, Inc.
7
<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"), which, if issued at the record date, would represent 21.7% of the
Companys Common Stock then 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
1995 and has been selected to act in that capacity in 1996. 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 1997 Annual Meeting
of Stockholders must be received by the Company on or before December 1, 1996 to
be eligible for inclusion in the Company's Proxy Statement and Form of Proxy
relating to the 1997 Meeting.
ANNUAL REPORT TO STOCKHOLDERS
A copy of the Company's Annual Report for 1995, containing financial
statements for the year ended December 31, 1995 (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
8
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, MAY 15, 1996
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 15, 1996 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,
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) 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, 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: ,1996
---------------
------------------------
Signature of Stockholder
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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.)
