WESTVACO PRELIMINARY
December 27, l996
Dear Fellow Shareholders:
We cordially invite you to join us at the l997 Annual Meeting of
Shareholders of Westvaco Corporation to be held at 10 a.m. on
Tuesday, February 25, 1997. The meeting will be held in the
Stuyvesant Room of The New York Marriott East Side Hotel,
Lexington Avenue at 49th Street, New York, New York. Whether or
not you expect to attend the meeting, however, please sign, date
and promptly return the enclosed proxy.
This year our proxy material includes three proposals. We ask
for your support in voting FOR Proposal 1, the election of
directors; FOR Proposal 2, the appointment of independent
accountants; and FOR Proposal 3, the approval of an amendment to
the corporation's Restated Certificate of Incorporation.
Proposal 3 seeks to increase the authorized shares of the
company's existing class of common stock from 200,000,000 shares
to 300,000,000 shares. The proposed increase in authorized shares
of common stock follows the three-for-two stock split in 1995
which substantially depleted the number of authorized shares
available for general purposes. An increase in authorized shares
has typically followed a stock split.
Your interest in your company as demonstrated by the
representation of your shares at our annual meeting is a great
source of strength for your company. Your vote is very important
to us and, accordingly, we ask that you sign, date and return the
enclosed proxy as soon as conveniently possible.
Sincerely,
John A. Luke, Jr.
Chairman, President and
Chief Executive Officer
Westvaco
Paper, packaging and chemicals
Notice of 1997 Annual Meeting of Shareholders
and Proxy Statement
The Annual Meeting of Shareholders of Westvaco Corporation will
be held in the Stuyvesant Room of The New York Marriott East Side
Hotel, Lexington Avenue at 49th Street, New York, New York, on
Tuesday, February 25, 1997, at ten o'clock in the morning for the
following purposes:
1. To elect four directors for terms of three years each;
2. To consider and vote upon a proposal to ratify the action of
the Board of Directors in appointing Price Waterhouse LLP as
independent accountants for the corporation for the fiscal
year 1997;
3. To consider and vote upon an amendment to the corporation's Restated
Certificate of Incorporation increasing from 200,000,000 to 300,000,000
the number of authorized shares of common stock.
All holders of common stock of record at the close of business on
December 27, 1996 will be entitled to receive notice of and to
vote at the annual meeting. Whether or not you expect to be at
the meeting, please sign, date, and promptly return the enclosed
proxy.
By Order of the Board of Directors
John W. Hetherington
Vice President and Secretary
December 27, 1996
Proxy Statement
Westvaco Corporation
299 Park Avenue
New York, New York 10171
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of
Westvaco Corporation for the Annual Meeting of Shareholders
to be held on February 25, 1997. Only holders of Westvaco
common stock of record at the close of business on December
27, 1996 will be entitled to vote at the meeting, each
share of such stock being entitled to one vote. The Proxy
Statement and enclosed form of proxy are being mailed on or
about Tuesday, January 7, 1997 to each shareholder entitled
to vote.
The presence of a majority of the outstanding shares of
common stock, represented in person or by proxy at the
meeting, will constitute a quorum. The nominees receiving
the highest vote totals will be elected directors.
Accordingly, abstentions and broker non-votes will not
affect the outcome of the election. All other matters to
be voted on (other than the proposed amendment to
Westvaco's Restated Certificate of Incorporation) will be
decided by the affirmative vote of a majority of the shares
present or represented at the meeting and entitled to vote.
On any such matter, an abstention will have the same effect
as a negative vote but, because shares held by brokers will
not be considered entitled to vote on matters as to which
the brokers lack authority to vote, a broker non-vote will
have no effect on the vote. The proposed amendment to the
Restated Certificate of Incorporation of Westvaco
Corporation will require the affirmative vote of a majority
of all of the issued and outstanding shares of common
stock; accordingly, with respect to the proposed amendment,
abstentions and broker non-votes will have the same effect
as negative votes.
On December 27, 1996 there were outstanding
shares of Westvaco common stock. The only entity believed
by the company to be the beneficial owner (as defined for
certain purposes by the Securities and Exchange Commission)
of more than 5% of its stock is Invesco PLC, 11 Devonshire
Sq., London, England, which, principally through its
subsidiary, Invesco Capital Management, 1315 Peachtree
Street, Atlanta, GA 30309, an SEC registered investment
adviser, is reported to have investment authority with
respect to 9,197,663 shares and voting authority with
respect to a portion of such shares. The Westvaco savings
and investment plans for salaried and hourly employees
held, as of October 31, 1996, a total of 13,286,302 shares,
or 13%, for which full voting rights are exercisable by
members of the plans. As of that date there were 12,260
current or former employees of Westvaco and its
subsidiaries participating in such plans. All directors and
officers as a group owned shares, or %,
of Westvaco common stock, including shares in the Savings
and Investment Plan for Salaried Employees as of October
31, 1996, and including shares in which they had the right
to acquire beneficial interest within 60 days through the
exercise of stock options. In addition to the stock
beneficially owned by each executive officer who is also a
director, as shown hereinafter in connection with the
election of directors, the following executive officers
named in the Summary Compensation Table on page 00 held the
following number of shares: Philip H. Emery, Jr., 162,705
shares, Frederick C. Haas, 315,493 shares, and Jack A.
Hammond, 181,784 shares. All information concerning such
share ownership is as of the most recent practicable date.
Attendance at the meeting will be limited to holders of
record as of the record date, or their authorized
representatives (not to exceed one per shareholder), and
guests of management.
Management has been gratified by the interest in Westvaco shown
by its shareholders as evidenced by the representation, in
person or by proxy, of more than 90% of its outstanding stock
at each of the annual meetings held during the past 29 years.
It is important that your stock be represented at the meeting.
Whether or not you plan to attend, please date, sign, and
return the enclosed proxy promptly in order to be sure that
your shares will be voted. You may revoke your proxy at any
time before it is voted at the meeting by submitting a written
revocation or a new proxy, or by attending and voting at the
annual meeting.
In addition to solicitation by mail, officers and assistant
officers of Westvaco may solicit proxies by telephone or other
electronic communication, or by personal contact. The cost of
solicitation of proxies will be borne by Westvaco. Westvaco may
engage the services of D. F. King & Co., Inc. for the
solicitation of proxies on a limited basis at a cost which is
estimated not to exceed $11,500 in fees, and somewhat more than
half that amount in expenses.
1. Election of directors
Four directors are to be elected to hold office for the terms
set forth below and, in all cases, until their successors are
elected and shall qualify. There is no provision for cumulative
voting in the election of directors. At the meeting, one of the
persons named in the enclosed proxy (or a substitute) will, if
authorized, vote the shares covered by such proxy for election
of the four nominees for directors listed on the following
pages.
The present nominees, Samuel W. Bodman III, Dr. Thomas W. Cole,
Jr., Rudolph G. Johnstone, Jr., and John A. Luke, if elected,
will be elected for a term expiring at the Annual Meeting of
Shareholders to be held in the year 2000. The Board of
Directors unanimously recommends a vote FOR the named nominees
and, unless otherwise specified by the shareholder, the Board
of Directors intends the accompanying proxy to be voted for the
election of these nominees. Should any of these nominees become
unavailable for election for any reason presently unknown, a
person named in the enclosed proxy (or a substitute) will vote
for the election of such other person or persons as the Board
of Directors may recommend.
David L. Hopkins, Jr., Douglas S. Luke, Katherine G. Peden, and
Richard A. Zimmerman will continue to serve for a term expiring
at the annual meeting to be held in 1998. W.L. Lyons Brown,
Jr., John A. Luke, Jr., and William R. Miller will continue to
serve for a term expiring at such meeting to be held in 1999.
John A. Luke is the father of John A. Luke, Jr., and the
father-in-law of John W. Hetherington.
Brief statements appear on the following pages setting forth
the age, principal occupation, and other biographical
information concerning each nominee and continuing director.
Such statements include the number of shares of Westvaco common
stock owned, representing in the case of each nominee and
continuing director less than % of the outstanding shares,
except for John A. Luke whose shares represent %. All
information in this Proxy Statement concerning share ownership
by nominees or continuing directors is as of the most
practicable date.
Nominees for election as directors
for a term of three years expiring in 2000
Samuel W. Bodman III: Chairman and Chief
Executive Officer, Cabot Corporation, a
chemical, energy and materials company, since
1988. Westvaco Director since 1987. B.S.,
Cornell University, 1960. Sc.D., M.I.T., 1964.
Joined FMR Corporation in 1970 and served as
President and Chief Operating Officer from
1983-1986 prior to joining Cabot Corporation
as President and Chief Operating Officer.
Director: Cabot Oil and Gas Corporation, John
Hancock Mutual Life InsuranceCo., Security
Capital Group Incorporated. Trustee:
Massachusetts Institute of Technology,
Isabella Steward Gardner Museum. Age 58.
Westvaco shares owned 33,000 (Note 1). Term to
expire: 2000
Dr. Thomas W. Cole, Jr.: President, Clark
Atlanta University since l989. Westvaco
Director since 1994. B.S. Wiley College, 1961.
Ph.D, University of Chicago, 1966. Joined
faculty of Atlanta University in l966 and
became Chairman, Department of Chemistry,
Fuller E. Callaway Professor of Chemistry,
Provost and Vice President for Academic
Affairs prior to becoming President of West
Virginia State College in 1982. Chancellor of
the West Virginia Board of Regents, 1986-1988
and President of Clark College in 1988.
Director: West Virginia Weslyan College,
Atlanta Chamber of Commerce, Woodruff Arts
Center, Atlanta Committee for Public
Education, First Union Bank of Georgia,
Atlanta Action Forum. Vice President: Atlanta
Area Council, BSA, Eagle Scout. Age 55.
Westvaco shares owned 3,350 (Note 1).Term to
expire: 2000
Rudolph G. Johnstone, Jr.: Executive Vice
President, Westvaco; Director since 1995. BS
and MS North Carolina State University, 1958,
1960. Advanced Management Program Wharton
School, University of Pennsylvania, 1989.
Joined Westvaco in 1957. Container Division
Regional Manager, 1970 and Assistant Division
Manager, 1980. Became Vice President and
Container Division Manager, 1985; Senior Vice
President and Envelope Division Manager, 1990;
Senior Vice President with responsibilities
for Corporate Data Processing, Marketing
Services and Human Resources, 1992; Executive
Vice President, 1995. Director and Executive
Committee Member: National Association of
Manufacturers. Director: Direct Marketing
Association. Age 60
Westvaco shares owned 222,585 (Note 1).Term to
expire 2000
John A. Luke: Retired President and Chief
Executive Officer, Westvaco; Director since
1960. A.B., Yale University, 1949. Joined
Westvaco in 1949 at the Charleston, South
Carolina, mill. Appointed Manager of the Luke,
Maryland, mill in 1955 and Manager, Fine
Papers Division, 1960. Became Vice President,
1966; Senior Vice President, 1974; Executive
Vice President, 1976; President, 1980. Served
as President and Chief Executive Officer,
1988-l992. Trustee and Chairman: Yale-China
Association. Former Director and Executive
Committee Member, Former Chairman
International Business Committee: American
Paper Institute. Former Chairman and Governor:
National Council of The Paper Industry for Air
and Stream Improvement, Inc. Age 71.
Westvaco shares owned 365,088 ( Note 1).Term
to expire: 2000
Directors whose terms of office continue
W. L. Lyons Brown, Jr.: Former Chairman of the
Board and Chief Executive Officer,
Brown-Forman Corporation, a diversified
consumer products company. Westvaco Director
since 1994. B.A. University of Virginia, 1958.
B.S. American Graduate School of International
Management, 1960. Joined Brown-Forman
Corporation 1960. Became a Director, 1964;
Executive Vice President, 1972; President,
1975; and Chairman of the Board, 1983; Chief
Executive Officer, 1975-1993. Director:
Pennzoil Company. Advisory Director: Bessemer
Holdings. L.P. Member: President's Advisory
Committee for Trade Policy and Negotiations.
Vice Chairman and Trustee: Winterthur Museum.
Trustee: World Monuments Fund. Alumni Trustee:
University of Virginia Endowment Fund.
Trustees' Council: National Gallery of Art.
Age 60
Westvaco shares owned 7,500 (Note 1). Term to
expire 1999
John A. Luke, Jr.: Chairman, President and
Chief Executive Officer, Westvaco; Director
since 1989. B.A., Lawrence University, 1971.
M.B.A., The Wharton School, University of
Pennsylvania, 1979. Joined Westvaco in 1979.
Became Assistant Treasurer, 1982; Treasurer,
1983; Vice President and Treasurer, 1986;
Senior Vice President, 1987; Executive Vice
President, 1990; President and Chief Executive
Officer, 1992; Chairman, President and Chief
Executive Officer, 1996. Director: American
Forest and Paper Association, The Americas
Society, Inc., Arkwright Mutual Insurance Co.,
The Bank of New York, United Negro College
Fund. Trustee: Lawrence University, Tinker
Foundation. Governor: National Council of The
Paper Industry for Air and Stream Improvement,
Inc. Age 48.
Westvaco shares owned 505,911 (Notes 1,
2).Term to expire: 1999
William R. Miller: Corporate Director.
Westvaco Director since 1992. B.A., St. Edmund
Hall, Oxford University, 1952, M.A., l956.
Joined Bristol-Myers Company (now
Bristol-Myers Squibb Company), a
pharmaceutical company, in 1964. Became
President International Division, 1972;
President Pharmaceutical and Nutrition Group,
1981; Vice Chairman of the Board, 1985-1990.
Former Chairman and Director: Pharmaceutical
Manufacturers Association. Chairman of the
Board: Vion Pharmaceuticals, Inc. (formerly
OncoRx), SIBIA Neurosciences, Inc. Director:
ImClone Systems, Inc., ISIS Pharmaceuticals,
Inc., St. Jude Medical, Inc., Transkaryotic
Therapies, Inc., Xomed Surgical Products, Inc.
Advisory Director: Chugai Pharmaceuticals,
Inc. Vice Chairman of the Board of Cold Spring
Harbor Laboratory. Trustee: Manhattan School
of Music, Metropolitan Opera Association,
Opera Orchestra of New York. Member of Oxford
University Chancellor's Court of Benefactors,
Honorary Fellow of St. Edmund Hall. Chairman
of the English-Speaking Union of the United
States. Age 68.
Westvaco shares owned 4,500 (Note 1).Term to
expire: 1999
David L. Hopkins, Jr.: Managing Director, Alex
Brown & Sons, Incorporated; Head, Alex Brown
Asset Management, since 1993. Retired Managing
Director, Morgan Guaranty Trust Company of New
York. Westvaco Director since 1969. A.B.,
Princeton University, 1950. Director:
Metropolitan Opera Association. Trustee and
Chairman Finance Committee: Episcopal Church
Foundation. Trustee: The Maryland Historical
Society. Age 68.
Westvaco shares owned 48,206 (Note 1, 2).
Term to expire: 1998
Douglas S. Luke: President and Chief Executive
Officer, WLD Enterprises, Inc.,since 1991.
Westvaco Director since October 1996. B.A.,
University of Virginia, 1964. M.B.A., the
Darden School, University of Virginia, 1966.
Managing Director and Officer of Rothschild
Inc and its predecessor, New Court Securities
Corporation, 1979-1990. Director: Orbital
Sciences Corporation, Regency Realty
Corporation, DNAP Holding Corporation. Age 55.
Westvaco shares owned 45,998 (Note 2). Term
to expire: 1998
Katherine G. Peden: President, Katherine G.
Peden & Associates, Inc., industrial and
community development consultants, since 1968.
Westvaco Director since 1977. Commissioner of
Commerce and Member of the Governor's Cabinet,
Commonwealth of Kentucky, 1964-1968. Director:
Kentucky Science & Technology Council,
International Federation of Business &
Professional Women. Advisory Board: Norfolk
Southern Corporation. Age 71.
Westvaco shares owned 6,097 (Note 1).
Term to expire: 1998
Richard A. Zimmerman: Retired Chairman and
Chief Executive Officer, Hershey Foods
Corporation, a manufacturer of food products.
Westvaco Director since 1989. B.A.,
Pennsylvania State University, 1952. Joined
Hershey Foods Corporation in 1958. Became
President and Chief Operating Officer, 1976;
and Chief Executive Officer, 1984. Director:
Eastman Kodak Corporation, Lance, Inc. Trustee
and Chairman of the Board: United Theological
Seminary, Pennsylvania State University. Board
of Governors: United Way of America, Inc. Age
64.
Westvaco shares owned 6,150 (Note 1).
Term to expire: 1998
Notes with respect to nominees' and continuing directors'
shareholdings
(l) The total shares shown include shares of Westvaco common
stock in which the nominees and continuing directors had a
right to acquire beneficial interest within 60 days by the
exercise of stock options.
(2) The shares shown also include the following shares: Douglas
S. Luke is a co-trustee of a trust which held a total of 25,998
shares of Westvaco common stock. John A. Luke, Jr. is a
co-trustee of two trusts which held a total of 7,693 shares of
Westvaco common stock. David L. Hopkins, Jr. is a co-trustee of
a trust which held a total of 44,887 shares of Westvaco common
stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires
reporting by directors and certain officers of the company
concerning their holdings and transactions in Westvaco common
stock. A review of the company's records indicates that all
reports required under the Section 16(a) rules were filed in a
timely manner during the year.
Board and committee meetings
The Board of Directors held twelve meetings, one each month,
and 32 committee meetings during fiscal year 1996. Average
attendance by directors at meetings of the Board and its
committees was 93%.
The Audit Committee, which met three times in fiscal year 1996,
has as its members William R. Miller, Chair, Dr. Thomas W.
Cole, Jr., David L. Hopkins, Jr., Katherine G. Peden, and
Richard A. Zimmerman, none of whom is an officer or employee of
the corporation. The Audit Committee reviews the audit
examination and annual financial reports of the corporation,
and meets with and remains accessible to the internal auditors
and independent accountants of the corporation. It reviews in
advance the appointment of the independent accountants, the
scope of their work, and the fees for all services provided.
It also reviews annually with the General Counsel the status of
the company's legal compliance program.
The Compensation Committee, which met six times in fiscal year
1996, has as its members Richard A. Zimmerman, Chair; Samuel W.
Bodman III, Dr.Thomas W. Cole, Jr., David L. Hopkins, Jr., and
Katherine G. Peden, none of whom is an officer or employee of
the corporation. The Compensation Committee receives regular
reports on industrial relations, approves or reviews all
compensation of senior management, determines awards under the
Annual Incentive Compensation Plan, oversees matters relating
to the corporation's Stock Option and Stock Appreciation Rights
Plans and its unfunded benefits plans, and the level of
company contributions to its savings and investment plans.
The Committee on Board Membership, which met nine times in
fiscal year 1996 has as its members Katherine G. Peden, Chair;
Samuel W. Bodman III, W.L. Lyons Brown, Jr., John A. Luke, John
A. Luke, Jr., and Richard A. Zimmerman. The Committee on Board
Membership reviews and makes recommendations concerning the
qualifications of individuals for re-election and to fill
vacancies on the Board of Directors, as well as the levels of
compensation paid to non-salaried directors.
A Westvaco bylaw requires nominations for the Board from any
shareholder to be delivered to the Board Membership Committee,
Westvaco's Secretary, not less than 90 days in advance of an
annual meeting nor less than the seventh day following the date
that notice of a special meeting is first given to
shareholders. The bylaw also requires the nomination to
contain specified information about the nominee and the
shareholder making the nomination, as well as a consent to
serve by the nominee. In addition to such nominations, the
Board Membership Committee will consider such suggestions for
nominations as may be sent by shareholders to the Committee.
Westvaco's bylaws also contain detailed procedures, including
time limitations, which a shareholder must comply with in order
to introduce an item of business at an annual meeting.
The Finance Committee, which met eight times in fiscal year
1996, has as its members David L. Hopkins, Jr., Chair; W. L.
Lyons Brown, Jr., Douglas S. Luke, John A. Luke, John A. Luke,
Jr., and William R. Miller. The Finance Committee reviews the
financial condition of the corporation and its requirement for
funds, studies its credit and financing policies, considers the
dividend policy of the corporation and makes recommendations
concerning these matters, and reviews funding recommendations
for the salaried and hourly pension plans together with the
investment performance of such plans.
The Committee on the Environment, Safety and Health, which met
three times in fiscal year 1996, has as its members Samuel W.
Bodman III, Chair; Dr. Thomas W. Cole, Jr., Douglas S. Luke,
John A. Luke, John A. Luke, Jr., William R. Miller, and
Katherine G. Peden. The Committee on the Environment, Safety
and Health oversees the stewardship of the corporation with
respect to the conservation of the natural resources and its
ability to protect the natural environment. It also oversees
implementation of the company's strong emphasis on workplace
safety and health as reflected in its policies, recognizing
that safe operations and healthy conditions are fundamental to
the well-being of its employees and to the company's success.
This committee receives regular reports from management,
reviews environmental, safety and health matters with
management, and makes recommendations as needed.
The International Committee, which met three times in fiscal
year 1996, has as its members John A. Luke, Chair; Samuel W.
Bodman III, W. L. Lyons Brown, Jr., John A. Luke, Jr., William
R. Miller, and Richard A. Zimmerman. The International
Committee shares its knowledge and expertise on opportunities
outside of the United States which may be of interest to the
company. The committee serves as a resource for management in
discussing opportunities which appear attractive to Westvaco
and which lie outside the United States or outside areas where
the company has direct experience.
Director compensation
Only directors who are not employees of the corporation receive
fees. Since January 1, 1992, fees paid to each outside director
have consisted of an annual retainer of $24,000 plus an
attendance fee of $1,000 for each meeting of the Board and
committee meeting of the Board at which the director is
present. Each director may elect to defer payment of a
percentage of his or her fees, with interest, to a later date
or dates. The annual retainer will be increased to $30,000
effective March 1, 1997. Options and Stock Appreciation Rights
covering 1,500 shares were granted to non-employee directors in
December 1996 and will continue each year in a similar amount
up to the limit of shares in a plan approved by shareholders in
1995.
Effective March 1, 1997 the Westvaco Retirement Plan for
outside directors will be terminated. Prior to that date, each
outside director who retires will receive after retirement each
year an amount determined as follows: $24,000 less $2,400 X (70
minus the director's age at the time of retirement) and also
less $2,400 X (10 minus the director's years of service prior
to age 72 at the time of retirement.) Upon the effective date
of termination of the plan, any benefits accrued up to that
date will be preserved and paid in accordance with the plan,
but with no further benefits accruing, and all benefits
established for directors previously retired will continue to
be paid in accordance with such plan.
Executive Compensation
Report of the Compensation Committee
The Committee
The Westvaco Executive Compensation Program (the "Program") is
designed to attract and retain an organization of able and
motivated individuals who can create and execute programs that
will produce sound, long-term gains in shareholder value. It
is administered by the Compensation Committee (the "Committee")
of the Board of Directors (the "Board"). The Committee is
composed entirely of independent outside directors, none of
whom is or has been at any time a salaried employee of the
company or receives any compensation from the company other
than as a director. The Committee determines the compensation
of all employees, including executive officers, whose annual
compensation exceeds $275,000, and informs the Board on any
action taken with respect to the compensation of the CEO. The
Committee also administers and makes all grants under the
company's stock option and stock appreciation rights plans,
reviews and recommends to the Board the benefit levels for the
salaried and hourly pension plans, oversees matters relating to
nonqualified benefit plans, and has the authority to establish
the performance criteria for company matching contributions to
the savings and investment plans for salaried and hourly
employees.
Performance factors
A major Westvaco objective is to increase the value of the
company for its shareholders over the long term. Beginning in
July 1967, the company began to measure the performance of its
stock against major market indices as well as against its peers
and other leading industrial companies. The results, which are
shown on page , show a high degree of success in
creating long-term shareholder value over this measuring
period.
Another major company objective has been to minimize the impact
of the business cycle on its earnings through an extensive
emphasis on distinctive and differentiated products and
services. This program was initiated in 1984 and has been
described since then in company literature distributed to
shareholders. The success of this product strategy, as well as
the company's cost containment and productivity improvement
strategies, is regularly monitored within the company and at
the Board level.
The contribution of an individual to the execution of corporate
strategies, including the foregoing objectives, is the
principal basis on which job performance is evaluated and,
therefore, is a significant factor in determining salary,
awards of bonuses to the most senior executives as hereafter
described, and grants of stock options and stock appreciation
rights.
Cash Compensation
Over a long period of time Westvaco relied solely on
well-designed salary compensation to provide attractive and
competitive levels of cash compensation for its salaried
employees at all management levels. This approach worked well
and created a strongly motivated and loyal organization. In
1993, however, Congress changed the tax laws so that, in
general, a corporation could not deduct for tax purposes the
compensation of any senior executive in excess of $1 million in
a single year unless that part of the compensation occurs as a
consequence of a shareholder-approved pay-for-performance
compensation plan.
Because of this 1993 tax legislation, as well as the need to
consider competitive compensation increases for senior Westvaco
personnel, the Committee concluded that it was appropriate for
the company to modify the Program to supplement base salaries
for senior management members with variable bonus compensation.
The approach places a portion of a senior executive's
compensation at risk, and ties it to company and personal
performance, thereby ensuring that all compensation is tax
deductible. The Westvaco Annual Incentive Compensation Plan
(the "Plan") was therefore developed, and approved by the
Committee and the Board of Directors. It was presented to
shareholders and received the support of over 91 percent of the
votes cast on this proposal at the company's 1996 Annual
Shareholders' Meeting.
The Plan is administered by the Compensation Committee.
Funding for awards is based on a formula tied to the overall
performance of the company. The formula, which provides
funding based on 2% of net income in excess of 6% return on
equity, is designed so that in years of good or excellent
performance a pool of money will be available for use by the
Committee to provide annual cash compensation for senior
managers in the then-current competitive range as indicated by
regular annual studies. The Plan is designed to meet IRS
requirements for tax deductibility. The Committee uses its
discretion under the Plan carefully, taking into account
anticipated competitive compensation for various job levels,
and uses good and rigorous judgement in appraising the
performance of the company and of the individuals in senior
management in determining awards to each individual considered.
Under the Plan no one executive can receive more than 20% of
the available bonus pool. It is likely that in many years
something less than the total amount of the available pool will
be used. Any amounts that are not awarded in a particular year
may not be carried over to the bonus pool for a subsequent
year. Based on 1996 fiscal year performance, the funding
formula provided a total available bonus pool of $
. The total bonus payout for eleven executives after the
close of fiscal year 1996 was
$ , representing % of the total
available award pool.
The Committee believes that it is important that total cash
compensation for Westvaco's
executive officers be at a level that is competitive with that
paid by comparable companies. The competitiveness of the
compensation of the CEO and the other executive officers
identified in the Summary Compensation Table is evaluated
through an assessment of annual cash compensation (salary +
annual bonus) paid by the eight peer paper companies that
comprise the Peer Group Companies (the "Peer Group") in the
proxy performance graphs on pages and , and by
other companies comparable in size to Westvaco. Such
assessments are supported by executive compensation surveys
performed for the Committee each year. Using this frame of
reference as a general guideline, actual compensation levels
are determined by an annual evaluation of individual job
performance, without attempting to target a specific level
within the competitive frame of reference.
Salaries for the other senior officers are determined on a
similar basis, except that a salary range is established for
each such officer based upon total annual cash compensation,
including any bonus, paid to comparable officers of the
companies in the Peer Group. A midpoint is determined with
reference to the median of the Peer Group and annual cash
compensation paid by other companies comparable to Westvaco
both within and without the paper industry. Individual
salaries are reviewed annually under a formal performance
appraisal program and adjusted relative to the midpoint within
the range, as appropriate, based on individual job performance.
The Committee regularly reviews the cash compensation of the
company's executive officers named in the Summary Compensation
Table relative to the annual cash compensation paid by
companies in the Peer Group. Compensation at Westvaco is
inclined to be more level throughout the organization than is
generally seen, and the compensation philosophy at Westvaco
tends to be conservative. For example, a recent review
revealed that total cash compensation of the combined 1995 five
highest paid executives of the company ranked in the lowest
quartile of the Peer Group, while the company's 1995 net income
was above the median at approximately the 63rd percentile. The
stability of Westvaco's earnings as against its earlier
earnings peak ranks very favorably with other companies in the
Peer Group during the current period of market pressure in the
paper industry.
Equity-Based Compensation
Stock options and stock appreciation rights
Grants of stock options and stock appreciation rights are made
by the Committee to create a direct tie between the interests
of key employees and shareholders of the company. Such options
and rights are normally granted each year with an exercise
price equal to the market price of the related shares on the
date of grant, so that individuals receiving such grants
benefit only if shareholders benefit through appreciation in
the post-grant value of Westvaco shares. Position
responsibility, job performance, and salary level are principal
factors considered by the Compensation Committee in determining
the size of grants. Grants are also compared with the grants
of options and other long-term incentives within the Peer
Group, and by other companies comparable in revenues to
Westvaco in other industries. The Committee does not consider
the number of options and rights already held by an individual
in making additional grants.
The Savings and Investment Plans
The Savings and Investment Plans for Westvaco Employees, (the
"S&I Plans"), with company matching, provide an attractive way
for all employees, including executive officers, to acquire and
hold stock in the company by contributing a percentage of their
compensation. It reflects the company's very strong feelings
about equity ownership and tying the interests of all members
of the Westvaco organization to the interests of the
shareholders as a whole. The Plans provide specific and
pre-established performance-based criteria to determine the
level of supplemental company matching. While the company's
strategy of differentiated products and services contributed to
greater stability of earnings as compared with its competitors,
less favorable market conditions caused the company not to meet
or exceed each of these pre-established reference points for
fiscal 1996. As a result, there was no supplemental match for
fiscal 1996 above the regular company match of 75 percent.
Compensation for the Past Year
Westvaco's differentiated product strategy continues to yield
clear benefits. A comparison of the company's total return to
shareholders over the past two years with that of the Peer
Group or the Dow Jones Paper Index, as reviewed by the
Committee, is clearly more favorable to the company as
reflected on the following graph:
Total Return To Shareholders
The performance graph required by Regulation S-K Item
402(1) is filed in paper form simultaneously with this
electronic filing under cover of Form SE.
Oct. 1994 Oct. 1995 Oct. 1996
Westvaco 100.00 122.36 129.51
Peer Group 100.00 116.25 118.08
DJ Paper 100.00 120.39 124.16
S&P 500 100.00 126.44 156.90
The company's financial performance under the current very
challenging business conditions confronting the paper industry,
as measured by stability of earnings as compared to the
company's record earnings in 1995, also compares very favorably
with the Peer Group.
Compensation for the Chief Executive Officer
Base salary adjustments were granted in 1996 to the executive
officers named in the Summary Compensation Table. The base
salary of the company's Chairman, President and Chief Executive
Officer, John A. Luke, Jr., was increased to $875,000 on
January 1, 1996. He received a bonus award for 1996 of
$150,000. The total bonus payout to the executive officers
listed in the Summary Compensation Table was $375,000. Taking
into account the bonus, the Committee believes John A. Luke,
Jr.'s total cash compensation is appropriate when compared to
the total cash compensation for similar positions in the Peer
Group companies. In December 1995 the Committee granted stock
options to John A. Luke, Jr. for 85,000 shares and
simultaneously made grants to 376 other officers and salaried
employees.
In determining 1996 compensation of all executive officers, the
Committee carefully evaluated the contribution by individual
executive officers to the success of corporate strategies, and
to the performance of the company and the impact of these
contributions on shareholder values. The Committee considered,
in particular, the stability of earnings relative to their
previous high resulting from the development of new and
differentiated products.
Conclusion
The Committee remains convinced that the caliber and motivation
of the company's executives and all of its employees is
extremely important to the company's ability to meet future
challenges and to continue to deliver long-term value to its
shareholders. The Committee also believes that the Westvaco
Executive Compensation Program is making an important
contribution to the company's performance, and is deserving of
shareholder support.
Richard A. Zimmerman, Chair
Samuel W. Bodman III
Thomas W. Cole, Jr.
David L. Hopkins, Jr.
Katherine G. Peden
Total Return to Shareholders
Oct91 Oct92 Oct93 Oct94 Oct95 Oct96
Westvaco 100.00 96.16 89.48 97.32 119.07 126.03
Peer Group 100.00 97.07 97.83 118.47 137.72 139.88
DJ Paper 100.00 95.50 93.45 115.03 138.49 142.83
S&P 500 100.00 109.95 126.38 131.27 165.97 205.96
Data source: Standard & Poor's Compustat Services, a division of
McGraw-Hill Companies
This graph compares the cumulative total return to shareholders on
Westvaco common stock for a five-year period ended October 31, 1996 with
the return on the Standard & Poor's 500 Stock Index (S&P 500), the
Standard & Poor's Paper Index, and the average return on the stock of a
group consisting of companies in the paper industry (the "Peer Group").
The total return shown in the graph assumes reinvested dividends and is
weighted on the basis of market capitalization at the beginning of each
year of measurement. The companies included in the Peer Group are:
Boise Cascade Corp., Champion International Corp., Consolidated Papers,
Inc., Federal Paper Board Co., International Paper Company, Mead Corp.,
Potlatch Corp., and Union Camp Corp. The Peer Group is the same group
referred to in the Report of the Compensation Committee.
Long-Term Total Return to Shareholders
This optional graph of the long-term total return on Westvaco common
stock in comparison to the S&P 500 and the average return on the peer
groups over a long-term period is filed in paper form simutaneously with
this electronic filing under cover of Form SE.
Creating long-term rewards for shareholders is a major Westvaco
objective. Accordingly this graph, using the same method of
measuring return as in the five-year graph and using the same
indices and Peer Group, is presented to show comparative
cumulative return over a long term. The period was selected
because the beginning of that period marks the point at which
Westvaco began a second five-year program to further enhance
the earning power of the company after a successful first
five-year program had more than doubled the previous earnings
per share of the company. At that point the company decided to
measure the return on its stock against major market indices as
well as against its peers and other leading industrial
companies. Neither this graph, nor the graph for the five-year
period, should be taken to imply any assurance that past
performance is predictive of future performance.
Summary Compensation Table
The following shows the compensation paid by Westvaco to each of its
five most highly compensated executive officers for all periods
during the fiscal year ended October 31, 1996.
Long-term
Compensation
Annual Awards
Name and Compensation Options/ All Other
Principal Position Year* Salary Bonus SARs(#) Compen-
sation(l)
John A. Luke, Jr. 1996 $862,500 85,000 38,813
Chairman, President and 1995 783,333 200,000 75,000 64,957
Chief Executive Officer 1994 700,000 - 52,500 31,500
Rudolph G. Johnstone, Jr. 1996 583,333 50,000 26,250
Executive Vice President 1995 475,000 125,000 37,500 39,613
1994 350,000 - 24,000 15,750
Frederick C. Haas 1996 490,000 45,000 22,050
Senior Vice President 1995 429,167 50,000 30,000 31,659
1994 375,000 - 27,000 16,875
Jack A. Hammond 1996 450,000 40,000 20,250
Senior Vice President 1995 437,500 75,000 30,000 33,838
1994 375,000 - 24,000 16,875
Philip H. Emery, Jr. 1996 437,500 40,000 19,688
Senior Vice President 1995 356,667 50,000 27,000 26,879
1994 265,000 - 18,000 11,925
*Fiscal years ended October 31.
(l)Represents company contributions of $7,125 and $31,688 for John A.
Luke, Jr.; $6,253 and $13,997 for Jack A. Hammond; and $15,019 and
$4,669 for Philip H. Emery, Jr., to the salaried Savings and Investment
Plan and unfunded Savings and Investment Restoration Plan,
respectively. Represents company contributions to only the unfunded
Savings and Investment Restoration Plan for Rudolph G. Johnstone, Jr.,
and Frederick C. Haas in 1996.
Option/SAR Grants in the Fiscal Year Ended October 31, 1996
Individual Grants
Number of % of Total
Securities Option/SARs
Underlying Granted to
Options/SARs Employees in Exercise Expiration
Name Granted(#) Fiscal Year(2) Price($/Sh) Date
John A. Luke, Jr. 85,000 8.77%/12.42% $25.0625 12/19/2005
Rudolph G. Johnstone, Jr. 50,000 5.16%/7.31% 25.0625 12/19/2005
Frederick C. Haas 45,000 4.64%/6.58% 25.0625 12/19/2005
Jack A. Hammond 40,000 4.13%/5.84% 25.0625 12/19/2005
Philip H. Emery, Jr. 40,000 4.13%/5.84% 25.0625 12/19/2005
All Optionees 969,392 100% $25.0625 12/19/2005
Potential Realizable Value at Assumed Annual Rates of Stock
Appreciation for Option Term (1)
5% 10%
John A. Luke, Jr. $1,339,732 $3,395,164
Rudolph G. Johnstone, Jr. 788,078 1,997,155
Frederick C. Haas 709,270 1,797,440
Jack A. Hammond 630,462 1,597,724
Philip H. Emery, Jr. 630,462 1,597,724
All Optionees $15,279,126 $38,720,530
All Shareholders(3) $1,605,961,342 $4,069,845,011
Optionees gain as a % of
all shareholder gain 0.95% 0.95%
(1) The dollar amounts under these columns are not intended to
and may not accurately forecast possible future appreciation,
if any, of Westvaco's common stock price. These are purely
hypothetical amounts resulting from calculations at the 5% and
10% rates required by the Securities and Exchange Commission.
(2) Executive Officers are granted options in tandem with stock
appreciation rights (SARs). Tandem limited stock appreciation
rights (LSARs) are also granted to executive officers and are
exercisable in the event of a change in control. All options
are granted at market value on the date of grant and become
exercisable twelve months from the date of grant. Exercise of
an option, SAR or LSAR cancels any tandem grant. For each of
the named executives the percentage on the left represents the
percent of total options granted to all employees and the
percentage on the right represents the percent of total SARs
granted to all employees.
(3) As of October 31, l996, there were 101,891,044 shares of
common stock outstanding. The calculations shown are based on
the assumed rates of appreciation, compounded annually, from
the stock's fair market value of $25.0625 on December 19, 1995
when the above options were granted.
Aggregated Option/SAR Exercises in Last Fiscal Year
and October 31, l996 Option/SAR Values
Number of
Number of Unexercised
Securities Options/SARs at
Underlying 10/31/96(#)
Options/SARs Value Exercisable/
Exercised (#) Realized(1) Unexercisable
Name
John A. Luke, Jr. 10,125 $147,702 309,368/85,000
Rudolph G. Johnstone, Jr. - - 98,954/50,000
Frederick C. Haas 51,561 615,524 138,553/45,000
Jack A. Hammond 4,144 27,195 87,353/40,000
Philip H. Emery, Jr. 28,294 292,554 87,379/40,000
Value of Unexercised
In-the-Money Options/SARs
at 10/31/96(2)
Exercisable/Unexercisable
John A. Luke, Jr. $1,774,366/$286,875
Rudolph G. Johnstone, Jr. 424,563/168,750
Frederick C. Haas 760,081/151,875
Jack A. Hammond 328,119/135,000
Philip H. Emery, Jr. 409,172/135,000
(l) The value realized on stock option and SAR exercises
represents the difference between the grant price of the
options/SARs and the market price of the shares of underlying
stock as of the date of exercise multiplied by the number of
options/SARs exercised. All grants are made at the fair market
value of the stock on the date of grant.
(2) The value of unexercised in-the-money options/SARs represents
the difference between the grant price of the options/SARs and
the market price of $28.4375 at October 31, 1996 multiplied by
the number of in-the-money options/SARs outstanding.
Pension Plan Table
Years of Service
Remuneration 25 30 35 40 45
$ 500,000 $174,400 $209,300 $244,100 $279,100 $314,800
660,000 231,600 277,900 324,200 370,500 417,700
820,000 288,700 346,500 404,200 461,900 520,500
980,000 345,900 415,100 484,200 553,400 623,400
1,140,000 403,000 483,600 564,200 644,800 726,300
1,300,000 460,200 552,200 644,200 736,300 829,200
The corporation's contributions to its Retirement Plan for
Salaried Employees are computed on an aggregate actuarial basis
with no specific allocation of contributions to individuals. The
table above shows the approximate annual retirement benefits net
of social security benefits that would be received under current
plan provisions based upon the noted salary levels and years of
service. As of December 31, 1996, the executive officers named in
the Summary Compensation Table set forth on page 00 will have the
following years of credited service: John A. Luke, Jr., 17.6;
Rudolph G. Johnstone, Jr., 33.6; Frederick C. Haas, 33.8; Jack A.
Hammond, 35.6, and Phillip H. Emery, Jr., 31.9. The amounts of
covered compensation under the plan during 1996 for each of the
individuals named in the Summary Compensation Table set forth on
page 00 were approximately the same as set forth in the salary
compensation column of that table.
These approximated annual retirement benefits have been
calculated under the plan's 50% joint and survivor annuity form
of pension and on the assumption of retirement benefits beginning
at age 65. To the extent that an employee's retirement benefit as
computed in accordance with the plan exceeds maximum amounts
permitted under the Internal Revenue Code, the difference will be
paid by Westvaco under an unfunded benefit plan approved by the
Board of Directors.
Benefit Assurance Trusts. The company has entered into four
benefit assurance trusts in connection with the company's
unfunded benefit plans in order to preserve the benefits earned
under the plans in the event of a significant change in corporate
structure. Upon the occurrence of any potentially significant
change in corporate structure, the company will contribute
additional funds to the trusts which will be sufficient to pay,
in accordance with the terms of the plans, the benefits
authorized under the plans. If the funds in the trusts are
insufficient to pay amounts due under the plans, the company
remains obligated to pay any deficiency.
Severance Pay Plans
Westvaco has implemented two severance pay plans for salaried
employees who are involuntarily terminated. One plan, which
covers normal business occurrences of job elimination and
discharge for reasons other than gross misconduct, provides
severance pay ranging from 2 weeks to 52 weeks of an employee's
salary (including any bonus) based on years of service.
Terminated employees also receive unused and accrued vacation
pay. In the case of job elimination, an employee may continue
medical, dental, disability, accidental death and dismemberment
and life insurance coverage for specified periods of time ranging
from 1 to 6 months.
The other plan provides that if any salaried employee is
involuntarily terminated (including, in the case of employees
above a determined senior grade, certain actions constituting
constructive discharge) for any reason other than fraud,
misappropriation or embezzlement within two years after a
significant change (a 30 percent acquisition of the company's
voting securities, a merger, sale or dissolution of the company
in certain circumstances, or certain changes in the composition
of the company's Board of Directors), the employee is entitled to
severance pay ranging from 2 weeks to 104 weeks of any employee's
salary (including any bonus) based on years of service, plus an
additional 20 percent. In addition, employees will receive the
value of lost benefits under the company's retirement, savings
and investment, medical, dental, disability, accidental death and
life insurance plans and any unused and accrued vacation pay.
2. Proposal to ratify appointment of independent accountants
The Board of Directors, pursuant to the recommendation of its
Audit Committee, has appointed Price Waterhouse LLP to serve as
independent accountants for the corporation for the 1997 fiscal
year subject to approval of the shareholders at the annual
meeting. Price Waterhouse currently serves as the corporation's
independent accountants and received $ in fees
during fiscal year 1996. The Audit Committee has been advised by
Price Waterhouse that neither the firm, nor any of its partners
or staff, has any direct financial interest or material indirect
financial interest in the corporation or any of its subsidiaries.
Representatives of Price Waterhouse will attend the annual
meeting, will have an opportunity to make a statement if they
desire and will be available to respond to appropriate questions.
If the shareholders do not ratify this appointment, the
appointment of other independent public accountants will be
considered by the Audit Committee.
The Board of Directors unanimously recommends a vote FOR
the ratification of the appointment of Price Waterhouse LLP as
independent accountants. Unless otherwise specified by the
shareholder, the Board intends the accompanying proxy to be voted
for such ratification.
3. Proposal to amend Westvaco Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of
common stock.
The Board of Directors has unanimously approved an amendment to
Article FOURTH of the corporation's Restated Certificate of
Incorporation to increase the number of authorized shares of
Westvaco common stock of the par value of $5 per share from
210,044,170 to 310,044,170, of which 44,170 shares shall be
Cumulative Preferred Stock of the par value of $100 per share,
10,000,000 shares shall be Preferred Stock without par value, and
300,000,000 shall be Common Stock of the par value of $5 per
share, and has voted unanimously to recommend that the
corporation's shareholders approve such amendment.
Reasons for the Proposal:
On August 22, 1995, the Board of Directors voted to split the
corporation's common stock on a three-for-two basis, payable
October 2, 1995 to shareholders of record on September 1, 1995.
The split, which was accompanied by a 20% increase in the common
dividend, was preceded by similar three-for-two splits in 1987,
1986, 1981 and 1976, and by a two-for-one stock split in 1968.
Each of the preceding splits was followed by an amendment to
Westvaco's Certificate or Restated Certificate of Incorporation
increasing the number of authorized but unissued shares of common
stock.
The proposal would increase the authorized shares by a number
greater than the number of shares issued pursuant to the 1995
stock split in order to increase the shares available for
possible issuance pursuant to the corporation's various benefit
plans and Dividend Reinvestment Plan, to have shares available
for possible future stock dividends or splits, to provide the
maximum flexibility to respond to other favorable opportunities,
including possible acquisitions, and for other general corporate
purposes. As in the case of the existing authorized but unissued
shares, the additional authorized shares may be issued without
further shareholder action unless such action is required by
applicable law or the rules of the New York Stock Exchange on
which the corporation's common stock is listed, or any other
stock exchanges on which the corporation's securities may be
listed. There is no present intention, however, to issue
additional shares except possibly pursuant to the corporation's
various benefit plans and Dividend Reinvestment Plan. The
additional shares of common stock for which approval is sought
would have the same rights and privileges as the common stock
currently outstanding.There are no preemptive or subscription
rights with respect to any shares of the corporation's capital
stock.
Although a proposal to increase the authorized common stock of a
company may be construed as having an anti-takeover effect,
neither the management of Westvaco nor the Board of Directors
views this proposal in that light. The proposal has not been
prompted by any effort by anyone to gain control of the
corporation and the corporation is not aware of any such effort.
<PAGE>
Explanation of the Proposal:
The first paragraph of Article FOURTH of the Corporation's
Restated Certificate of Incorporation would be amended to provide
as follows:
The total number of all classes of
capital stock which the corporation
shall have authority to issue is
310,044,170 of which 44,170 shares
shall be Cumulative Preferred Stock
of the par value of $100 per share,
10,000,000 shares shall be Preferred
Stock without par value and
300,000,000 shall be Common Stock of
the par value of $5 per share. No
holder of any stock of the
corporation of any class, now or
hereafter authorized, shall have any
preemptive right to subscribe to any
or all additional issues of stock of
the Corporation of any or all
classes.
As of December 27, 1996, there were issued and outstanding
shares of Westvaco common stock, which reflects the
1995 three-for-two stock split. An additional 15,134,828
shares of common stock were reserved for issuance under the
corporation's various benefit plans and Dividend Reinvestment
Plan. There were, as of such date, approximately
shares of authorized, unissued and unreserved shares of common
stock. The proposal would increase this number to
shares.
Vote Required
The affirmative vote of a majority of all of the issued and
outstanding shares of common stock is required for adoption of
the Restated Certificate of Incorporation.
The Board of Directors unanimously recommends a vote FOR approval
of the Restated Certificate of Incorporation. Unless otherwise
specified by the shareholder, the Board intends the accompanying
proxy to be voted for such approval.
Other Matters
The Board of Directors knows of no other matters to be brought
before the meeting. However, if any other matters do properly
come before the meeting, a person named in the accompanying proxy
(or a substitute) will vote thereon in accordance with his best
judgment.
Shareholder proposal date
Proposals which shareholders intend to present at the 1998 Annual
Meeting of Shareholders must be received by the corporation by
August 29, 1997 to be considered for inclusion in the
corporation's Proxy Statement and form of proxy relating to the
1998 annual meeting.
John W. Hetherington
Vice President and Secretary
December 27, 1996
Form 10-K available without charge
The corporation's annual report on Form 10-K filed with the
Securities and Exchange Commission may be obtained at no charge
after January 27, 1997 by writing to: Secretary, Westvaco
Corporation, 299 Park Avenue, New York, New York 10171. Exhibits
to the Form 10-K are also available at a cost of twenty-five
cents per page.
WESTVACO
Westvaco Corporation
Westvaco Building, 299 Park Avenue
New York, New York 10171
212 688 5000
For shareholder information
outside of New York City, call toll free
1 800 432 9874
50% recovered fiber
10% postconsumer fiber
The proxy statement is printed on American
Eagle web dull paper manufactured at
Westvaco's
Tyrone, PA, fine papers mill.
November 26, 1996
Dear Savings and Investment Plan Participant:
In the next few weeks you will receive a proxy statement and a
confidential instruction card which describe the important
matters to be voted upon at our 1997 annual meeting of
shareholders. The instruction card will enable you to direct
Wachovia Bank, which serves as trustee of the Savings and
Investment Plan, how you wish the Westvaco shares attributed to
your plan account to be voted.
I hope that you will complete and return your confidential
instructions to the trustee. Participation by our shareholders
in the annual meeting process is a great strength for your
company.
Sincerely,
John A. Luke, Jr.
Chairman and Chief
Executive Officer
<PAGE>
