December 28, 1998
Dear Fellow Shareholders:
We cordially invite you to join us at the 1999 Annual
Meeting of Shareholders of Westvaco Corporation to be held
at 10 o'clock in the morning on Tuesday, February 23, 1999.
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 our directors; FOR Proposal 2, the appointment of our
independent accountants; and FOR Proposal 3, approval of a
1999 Salaried Employee Stock Incentive Plan.
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 promptly. For your
convenience, we also offer you the opportunity to vote by
telephone or to vote on-line if you have access to the
Internet. For these choices, please see the instructions
enclosed with your proxy card and proxy statement.
Sincerely,
John A. Luke, Jr.
Chairman, President and
Chief Executive Officer
Westvaco Building
299 Park Avenue
New York,NY 10171
Telephone 212 688 5000
Westvaco
Paper, packaging and specialty chemicals
Notice of 1999 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 23, 1999, at 10 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
PricewaterhouseCoopers LLP as independent accountants
for the corporation for the fiscal year 1999; and
3. To consider and vote upon a 1999 Salaried Employee
Stock Incentive Plan.
All holders of common stock of record at the close of
business on December 28, 1998 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, or select the option to
vote by telephone or electronically in accordance with the
instructions provided with your proxy card and proxy
statement.
By Order of the Board of Directors
John W. Hetherington
Vice President, Assistant General Counsel
and Secretary
December 28, 1998
Proxy statement
Westvaco Corporation
Westvaco Building
299 Park Avenue
New York, New York 10171
Your Board of Directors is providing you with this Proxy
Statement in connection with the Board's solicitation of
proxies for Westvaco's Annual Meeting of Shareholders to
be held on February 23, 1999. Only holders of Westvaco
common stock of record at the close of business on
December 28, 1998 will be entitled to vote at the
meeting, each share of such stock being entitled to one
vote. We will mail the Proxy Statement and enclosed form
of proxy on or about Monday, January 4, 1999 to each
shareholder entitled to vote.
A majority of the outstanding shares of common stock,
represented in person or by proxy at the meeting, will
constitute a quorum. The four director nominees
receiving the highest number of all votes cast for
directors will be elected. Accordingly, abstentions and
broker non-votes will not affect the outcome of the
election. All other matters to be voted on will be
decided by a majority vote 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 even
though represented are not entitled to vote on any
matters as to which the brokers lack authority to vote,
a broker non-vote will have no effect on the vote.
On December 28, 1998, there were outstanding 100,309,670
shares of Westvaco common stock. The following
investment advisers are believed to have beneficial
ownership (as defined for certain purposes by the
Securities and Exchange Commission) of more than 5% of
the company's common stock by virtue of having
investment authority and, to some extent, voting
authority over the number of shares indicated below.
The number of shares was obtained in each case from
public filings or directly from the adviser.
Percent
Shares* of Class*
Sanford C. Bernstein & Co. 10,916,000 10.88%
767 Fifth Avenue
New York, NY 10153
Capital Research & Management 6,648,000 6.63%
333 South Hope Street
Los Angeles, CA 90071-1406
Invesco Capital Management 6,310,000 6.29%
1315 Peachtree Street, N.E.
Atlanta, GA 30309
A subsidiary of Invesco PLC
11 Devonshire Square
London, England
*As of October 31, 1998
The Westvaco savings and investment plans for salaried
and hourly employees held, as of October 31, 1998, a
total of 13,104,053 shares, or 13%, for which full
voting rights are exercisable by members of the plans.
As of that date, there were 12,350 current or former
employees of Westvaco and its subsidiaries participating
in these plans.
OWNERSHIP BY OFFICERS AND DIRECTORS
Shares Options
Beneficially Exercisable Percent of
Name Owned(1) Within 60 days Shares
Directors
Samuel W. Bodman III 30,000 6,000 *
W.L. Lyons Brown, Jr. 4,500 6,000 *
Michael E. Campbell 1,000 0 *
Dr. Thomas W. Cole, Jr. 550 6,000 *
David L. Hopkins, Jr. (2) 44,206 6,000 *
Douglas S. Luke (3) 45,223 3,000 *
William R. Miller 6,000 1,500 *
Jane L. Warner 0 1,500 *
Richard A. Zimmerman 3,350 6,000 *
Named Executive Officers
Philip H. Emery, Jr. 37,923 190,177 *
Jack A. Hammond 48,587 212,353 *
Rudolph G. Johnstone, Jr. 67,835 252,408 *
John A. Luke, Jr. (4) 110,182 548,745 *
R. Scott Wallinger 56,594 179,996 *
All Directors and Officers
as a Group 1,222,665 3,183,551 4.3%
*Less than 1% of Westvaco common stock.
(1) Information concerning beneficial ownership of
shares is as of November 30, 1998, the most recent
practicable date, except for equivalent shares in the
Westvaco Savings and Investment Plan for Salaried
Employees which is as of October 31, 1998.
(2) Co-Trustee of a trust which held a total of 43,887
shares of Westvaco common stock.
(3) Co-Trustee of a trust which held a total of 23,998
shares of Westvaco common stock.
(4) Co-Trustee of three trusts which held a total of
11,212 shares of Westvaco common stock.
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 31 years. It is important that your stock
be represented at the meeting. Whether or not you plan to
attend, please sign, date and return the enclosed proxy
promptly (or use the telephone or internet option) 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 will 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, W.L. Lyons Brown, Jr., Michael E.
Campbell, John A. Luke, Jr., and William R. Miller, if
elected, will be elected for a term expiring at the Annual
Meeting of Shareholders to be held in the year 2002. The
Board of Directors unanimously recommends a vote FOR the
named 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, Jane L. Warner, and
Richard A. Zimmerman,will continue to serve for a term expiring
at the Annual Meeting to be held in 2001. Samuel W. Bodman III,
Dr. Thomas W. Cole, Jr., and Rudolph G. Johnstone, Jr., will continue
to serve for a term expiring at such meeting to be held in
2000.
Brief statements appear on the following pages setting forth
the age, principal occupation, and other biographical
information concerning each nominee and continuing director.
Nominees for election as directors
for a term of three years expiring in 2002
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 and Executive Vice President, 1972.
Served as President, 1975-1983; Chief Executive
Officer, 1975-1993; and Chairman of the Board,
1983-1995. Director: Pennzoil Company. Advisory
Director: Bessemer Holdings, L.P. Former Member:
President's Advisory Committee for Trade Policy
and Negotiations. Chairman and Trustee: Winterthur
Museum. Trustee: World Monuments Fund, Thomas
Jefferson Memorial Foundation, Inc. Alumni
Trustee: University of Virginia Endowment Fund.
Age 62.
Term to expire: 2002
Michael E. Campbell: Executive Vice President,
Olin Corporation, a producer of chemicals, metals
and ammunition, since 1996. CEO designate of Arch
Chemicals, Inc., a new specialty chemicals company
which Olin has announced it expects to spin off to
Olin's shareholders during the first quarter of
1999. Westvaco Director since June 1998. B.A.,
University of New Hampshire, 1968. J.D., George
Washington University, 1974. Joined Olin
Corporation in 1978 as Associate Legal Counsel in
the Chemicals Groups. Served in positions of
increasing responsibility as legal counsel and as
an executive within that group before being named
Corporate Vice President, Human Resources, 1987.
Prior to becoming Executive Vice President, served
as President of Microelectronic Materials
Division. Director: SACIA, the Business Council
of Southwestern Connecticut, The Maritime
Aquarium. Age 51.
Term to expire 2002
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 50.
Term to expire: 2002
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., SIBIA Neurosciences, Inc.
Director: ImClone Systems, Inc., ISIS
Pharmaceuticals, Inc., Transkaryotic Therapies,
Inc., Xomed Surgical Products, Inc. Chairman of
the Board: Cold Spring Harbor Laboratory. Trustee:
Manhattan School of Music, Metropolitan Opera
Association, Opera Orchestra of New York, The
International Center of New York. Chairman of the
English-Speaking Union of the United States.
Member: Oxford University Chancellor's Court of
Benefactors. Honorary Fellow: St. Edmund Hall,
Oxford University. Age 70.
Term to expire: 2002
Directors whose terms of office continue
David L. Hopkins, Jr.: Chairman of the Board,
Brown Investment Advisory & Trust Co. Retired
Managing Director, J.P. Morgan. Westvaco Director
since 1969. A.B., Princeton University, 1950.
Director: Metropolitan Opera Association. Trustee:
The Maryland Historical Society. Age 70.
Term to expire: 2001
Douglas S. Luke: Corporate Director. Westvaco
Director since 1996. President and Chief Executive
Officer, WLD Enterprises, Inc., a private
investment company with diversified interests in
marketable securities, real estate, and operating
businesses, 1991-1998. 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. Age 57.
Term to expire: 2001
Jane L. Warner: President, Kautex Textron, North
America since 1998, and Executive Vice President,
Textron Automotive Company, since 1994, both of
which businesses are part of the Automotive
Division of Textron, Inc., a global, multi-
industry company with aircraft, automotive,
industrial and financial businesses. Westvaco
Director since 1997. B.A., Michigan State
University, 1970, M.A., 1973. M.B.A., Stanford
University, 1988. Joined General Motors
Corporation in 1973. Became General
Superintendent, Chevrolet-Pontiac Canada Group in
1988 and Assistant Chief Engineer and Future
Product Manager, Camaro/Firebird Platform, 1991
prior to joining Textron, Inc. Director: Kettering
University. Age 51.
Term to expire: 2001
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.
Served as President, 1976-1985; Chief Operating
Officer, 1976-1984; Chief Executive Officer,
1984-1993; and Chairman, 1985-1993. Director: Eastman
Kodak Corporation, Stabler Companies, Inc.
Trustee: United Theological Seminary, Pennsylvania
State University. Age 66.
Term to expire: 2001
Samuel W. Bodman III: Chairman and Chief Executive
Officer, Cabot Corporation, a chemical, energy and
materials company, since 1988. Westvaco Director
since 1987. B.Ch.E., Cornell University, 1961.
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 Insurance Co., Security
Capital Group Incorporated. Trustee: Massachusetts
Institute of Technology, Isabella Stewart Gardner
Museum. Age 60.
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, and President
of Atlanta University, 1988. Director: West
Virginia Wesleyan College, Atlanta Chamber of
Commerce, Central Atlanta Progress, Atlanta
Committee for Public Education, First Union Bank
of Georgia, Atlanta Action Forum. Vice President:
Atlanta Area Council, Boy Scouts of America; Eagle
Scout. Age 57.
Term to expire: 2000
Rudolph G. Johnstone, Jr.: Executive Vice
President, Westvaco; Director since 1995. B.S. and
M.S., 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: National
Association of Manufacturers, Foreign Policy
Association. Age 62.
Term to expire: 2000
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 fiscal year,
except for one report of a purchase of 200 shares of stock
by an investment manager for the account of Richard A.
Zimmerman which was inadvertently not reported. A report
has now been filed.
Certain Transactions
Michael E. Campbell, a director of Westvaco, is currently
the Executive Vice President of Olin Corporation. In fiscal
year 1998, Westvaco purchased approximately $5,799,000 in
products from, and sold approximately $19,642 in products
to, Olin Corporation. Such transactions were in the
ordinary course of business, at competitive prices and
independent of Mr. Campbell's service on the Board of
Directors.
Board and committee meetings
The Board of Directors held eleven meetings, one each month
except December, and 25 committee meetings during fiscal
year 1998. Average attendance by directors at meetings of
the Board and its committees was 98.9%.
The Audit Committee, which met two times in fiscal year
1998, has as its members William R. Miller, Chairman;
Michael E. Campbell, Dr. Thomas W. Cole, Jr., David L.
Hopkins, Jr., Jane L. Warner, 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, as well as significant
issues in litigation.
The Compensation Committee, which met eight times in fiscal
year 1998, has as its members Richard A. Zimmerman,
Chairman; Samuel W. Bodman III, W.L. Lyons Brown, Jr., Dr.
Thomas W. Cole, Jr., and David L. Hopkins, Jr., none of whom
is an officer or employee of the corporation. The
Compensation Committee receives regular reports on
industrial relations, approves all compensation of senior
management, determines awards under the Annual Incentive
Compensation Plan, oversees matters relating to the
corporation's stock option plans and various issues related
to the management of its savings and investment plans. In
addition, the Committee reviews the management of, and
proposed changes to, the corporation's various employee
benefit plans.
The Committee on Board Membership, which met two times in
fiscal year 1998, has as its members, W.L. Lyons Brown, Jr.,
Chairman; Samuel W. Bodman III, David L. Hopkins, Jr., John
A. Luke, Jr., and Richard A. Zimmerman. The Committee on
Board Membership reviews and makes recommendations
concerning the qualifications of all directors, including
those considered for re-election, and persons to fill
vacancies on the Board of Directors, as well as the levels
of compensation paid to non-salaried directors.
The Finance Committee, which met seven times in fiscal year
1998, has as its members David L. Hopkins, Jr., Chairman; W.
L. Lyons Brown, Jr., Michael E. Campbell, Douglas S. 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 1998, has as its members
Samuel W. Bodman III, Chairman; Dr. Thomas W. Cole, Jr.,
Douglas S. Luke, John A. Luke, Jr., William R. Miller, and
Jane L. Warner. The Committee on the Environment, Safety and
Health oversees the stewardship of the corporation with
respect to conservation of the natural resources and its
ability to protect the natural environment. It also oversees
implementation of the company's workplace safety and health
program. The 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 1998, has as its members Douglas S. Luke, Chairman;
Samuel W. Bodman III, W. L. Lyons Brown, Jr., Michael E.
Campbell, John A. Luke, Jr., William R. Miller, and Richard
A. Zimmerman. The International Committee serves as a
resource for management, sharing its knowledge and expertise
on opportunities outside of the United States which may be
of interest to the company.
Director compensation
Only directors who are not employees of the corporation
receive fees. Since March 1, 1997, fees paid to each outside
director have consisted of an annual retainer of $30,000
plus an attendance fee of $1,000 for each meeting of the
Board and each committee meeting 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. In accordance with the provisions of an
incentive stock plan for non-employee directors approved by
shareholders, stock options covering 1,500 shares are
granted each year to each non-employee director up to the
limit of shares in the plan.
Compensation Committee Interlocks and Insider Participation
No employee of the company served as a member of the
Compensation Committee or as a member of the compensation
committee on the board of any company where an executive
officer of such company is a member of the Compensation
Committee.
Executive Compensation
Report of the Compensation Committee
The Committee
We are the members of the Compensation Committee, a Board
committee composed entirely of outside directors, none of
whom is or has been at any time an employee of the company
or is receiving any compensation from the company other than
as a director. We administer the Westvaco Executive
Compensation Program which is designed to attract and retain
distinctly capable and highly motivated individuals who can
create and execute programs that will produce sound long-
term rewards for shareholders. We also determine the
compensation of all employees, including executive officers,
whose annual salary exceeds $275,000, and inform the Board
of any action taken with respect to the compensation of the
CEO.
Performance Factors
A major Westvaco objective is to increase the value of the
company for its shareholders over the long term. Another
major company objective is to minimize the impact of the
business cycle on its earnings through an extensive emphasis
on distinctive and differentiated products and services.
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 by
the Board. The contribution of an individual to the
execution of corporate strategies, and the pursuit of the
foregoing objectives, remain the principal basis on which we
evaluate job performance and, therefore, is a significant
factor in our determining salaries, awards of bonuses to the
most senior executives, and grants of stock options.
Compensation for the Past Year
Business conditions, especially in the global markets, were
extremely challenging in 1998 and are reflected in 1998
earnings. As variable compensation is directly related by
formula to corporate performance under the Westvaco Annual
Incentive Compensation Plan, there were no bonuses paid from
the Plan for 1998. Also, we did not increase base salaries
in 1998 for any executive officer identified in the Summary
Compensation Table.
Cash Compensation
The Westvaco Annual Incentive Compensation Plan, approved by
shareholders in 1996, places a portion of a senior
executive's compensation at risk and ties it to company and
personal performance. 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 shareholders' equity, is
designed so that a pool of money will be available for use
by the Committee to provide competitive annual cash
compensation for senior managers. The Plan is designed to
meet IRS requirements for tax deductibility. In determining
awards, we carefully appraise the performance of each
individual and of the company, and also consider current and
anticipated competitive compensation in equivalent positions
within the industry. Key criteria for individual
performance focus on improved shareholder value through
financial and operating performance, advancement of the
company's strategy of product and service differentiation,
and organizational development. No one executive can
receive more than 20% of the available bonus pool. Under
the challenging market conditions which prevailed during
fiscal year 1998, the funding formula did not provide a pool
available for incentive compensation awards, and,
accordingly, no payouts under the Plan were made for this
fiscal year.
We believe 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 total annual
cash compensation paid by the seven peer paper companies
which, along with Westvaco, comprise the Dow Jones Paper
Index in the proxy performance graphs on pages 11 and 12,
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 executive 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 a somewhat broader group
encompassing companies comparable to Westvaco both within
and without the paper industry. A midpoint is determined
with reference to the median of this group. 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.
Equity-Based Compensation
Stock Options
Grants of stock options are made by the Committee to create
a direct tie between the interests of key employees and
shareholders of the company. Such options are usually
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 subsequent appreciation in the
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 Dow Jones
Paper Index, and by other companies comparable in revenues
to Westvaco in other industries. The Committee does not
consider the number of options already held by an individual
in making additional grants.
The Savings and Investment Plans
The savings and investment plans for Westvaco employees,
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. They reflect the company's long commitment to
equity ownership by employees and tying their interests to
the interests of the shareholders as a whole. For fiscal
1998 there was a regular company match of 75 percent on
employee contributions up to the limit set forth in the
plans.
Compensation for the Chief Executive Officer
Specific performance criteria are established against which
the Committee measures the performance of the Chief
Executive Officer. These same criteria are used by the
Chief Executive Officer in evaluating the company's other
senior officers.
The base salary of the company's Chairman, President and
Chief Executive Officer, John A. Luke, Jr., was, at his
request, not increased in 1998. No base salary adjustment,
in fact, was granted in 1998 to any executive officer named
in the Summary Compensation Table. Under the formula
provided in the Westvaco Annual Incentive Plan, neither the
CEO nor any other executive received an award for fiscal
year 1998. The Committee believes the total cash
compensation of John A. Luke, Jr., is appropriate when
compared to the total cash compensation for similar
positions in the Dow Jones Paper Index companies. In
November 1997, the Committee granted stock options to John A.
Luke, Jr., for 95,000 shares and simultaneously made grants
to 400 other officers and salaried employees.
Proposed Action
The Committee and the Board believe that stock option
plans have effectively served the company and its
shareholders by directly relating the incentive
compensation of executive officers and other key salaried
employees to the building of long-term shareholder value.
Shares under the current plan, approved by shareholders in
1995, will be for the most part exhausted by the November
1998 grants. Based upon the strong belief held by the
Committee and the Board in the value of equity-based
compensation, we recommended a 1999 Salaried Employee
Stock Incentive Plan which the Board approved for
submission to shareholders at the 1999 Annual Meeting.
Conclusion
We remain convinced that the caliber and motivation of the
company's executives and all of its employees are
extremely important to the company's ability to meet
future challenges and to deliver long-term value to its
shareholders. While Westvaco's fiscal year 1998
performance reflects the serious challenges confronting
the paper industry, we believe that the company's Annual
Incentive Compensation Plan is sound and provides
appropriate incentive to key management personnel to
meaningfully affect earnings and returns in future years.
Richard A. Zimmerman, Chairman
Samuel W. Bodman III
W.L. Lyons Brown, Jr.
Dr. Thomas W. Cole, Jr.
David L. Hopkins, Jr.
Total Return to Shareholders
1993 1994 1995 1996 1997 1998
Westvaco 100.00 108.76 133.08 140.86 167.01 130.27
S&P 500
Index 100.00 103.87 131.33 162.97 215.31 262.66
DJ Paper
Index 100.00 123.10 148.20 152.78 172.32 156.79
Data Source: Standard & Poor's, a division of McGraw-Hill
Companies, except for Dow Jones Paper Index
data which comes from Dow Jones & Company, Inc.
This graph compares the cumulative total return to
shareholders on Westvaco common stock for a five-year
period ended October 31, 1998 with the return on the
Standard & Poor's 500 Stock Index (S&P 500) and the Dow
Jones Paper Index.
Long-Term Total Return to Shareholders
This is an optional graph of the long-term total return on
Westvaco common stock in comparison to the S&P 500 and the
Dow Jones Paper Index over a long-term period.
Westvaco S&P 500 DJPI
1967 100 100 100
1968 162 114 151
1969 150 110 166
1970 115 98 128
1971 99 115 112
1972 142 140 109
1973 220 140 150
1974 150 99 122
1975 209 125 176
1976 295 150 238
1977 302 141 184
1978 295 150 201
1979 376 173 223
1980 418 229 249
1981 449 230 243
1982 548 267 295
1983 717 342 367
1984 905 363 401
1985 898 434 416
1986 1,436 578 633
1987 1,646 615 651
1988 1,753 705 806
1989 1,740 892 924
1990 1,548 825 787
1991 2,581 1,101 1,198
1992 2,482 1,211 1,145
1993 2,310 1,392 1,122
1994 2,512 1,446 1,381
1995 3,074 1,828 1,663
1996 3,253 2,268 1,714
1997 3,857 2,997 1,934
1998 3,008 3,656 1,759
*The Dow Jones Paper Index was not available prior to
1987. For the years prior to 1987, the graph represents
the total returns for the group of companies that
currently comprise the Down Jones Paper Index.
Data source: Standard & Poor's, a division of McGraw-Hill
Companies, except for Dow Jones Paper Index
data from 1987-1998 which comes from Dow
Jones & Company, Inc.
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, is presented to show
comparative cumulative return over a long-term. 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 or accrued by
Westvaco to or for each of its five most highly compensated
executive officers for all periods during the fiscal year ended
October 31, 1998.
Long-Term
Compen-
Annual Sation All Other
Name and Compensation Awards Compen-
Principle Position Year* Salary Bonus(1) Options(#) sation(2)
John A. Luke, Jr. 1998 $875,000 - 95,000 $39,375
Chairman, President 1997 874,167 $90,000 95,000 43,388
and Chief Executive 1996 862,500 150,000 85,000 45,563
Officer
Rudolph G. 1998 625,000 - 60,000 28,125
Johnstone, Jr. 1997 620,000 60,000 60,000 30,600
Executive Vice 1996 583,333 100,000 50,000 30,750
President
Philip H. Emery, Jr. 1998 450,000 - 45,000 20,250
Senior Vice 1997 449,167 35,000 45,000 21,788
1996 437,500 40,000 40,000 21,488
Jack A. Hammond 1998 450,000 - 40,000 20,250
Senior Vice 1997 449,167 - 45,000 20,213
President 1996 450,000 40,000 40,000 22,050
R. Scott Wallinger 1998 425,000 - 25,000 19,125
Senior Vice 1997 424,167 15,000 25,000 19,763
1996 425,000 20,000 25,000 20,025
*Fiscal years ended October 31
(1)Represents the variable component of total annual
compensation under the Westvaco Annual Incentive Plan as
discussed in the Report of the Compensation Committee.
(2)The 1998 information represents company contributions
and accruals of $7,200 and $32,175 for John A. Luke, Jr.;
$7,200 and $20,925 for Rudolph G. Johnstone, Jr.;
$7,200 and $13,050 for Philip H. Emery, Jr.; $6,656
and $13,594 for Jack A. Hammond; and $7,200 and $11,925
for R. Scott Wallinger, to the Salaried Savings and Investment
Plan and the unfunded Savings and Investment Restoration Plan,
respectively. The five executive officers named above hold
interests equivalent to a total of 219,367 shares under such
plans.
Option Grants in the Fiscal Year Ended October 31, 1998
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Appreciation
Individual Grants for Option Term (1)
% of Total
Number of Options
Securities Granted to
Underlying Emloyees Exercise
Options In Fiscal Price Expiration
Name Granted(2) Year (2) ($/Sh) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
John A. Luke, Jr. 95,000 9.83% $32.5313 11/25/2007 $1,943,568 $4,925,411
Rudolph G. Johnstone, Jr. 60,000 6.21% 32.5313 11/25/2007 1,227,517 3,110,786
Philip H. Emery, Jr. 45,000 4.65% 32.5313 11/25/2007 920,637 2,333,090
Jack A. Hammond 40,000 4.14% 32.5313 11/25/2007 818,344 2,073,857
R. Scott Wallinger 25,000 2.59% 32.5313 11/25/2007 511,465 1,296,161
All Optionees 966,780 100% $32.5313 11/25/2007 $19,778,974 $50,124,096
All shareholders(3) $2,052,537,941 $5,201,564,371
Optionees gain as % of
all shareholder gain 0.96% 0.96%
<FN>
(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) Tandem limited stock appreciation rights (LSARs) were granted to executive
officers and are exercisable in the event of a change in control. Exercise
of an option or an LSAR cancels any tandem grant. All options are granted
at market value on the date of grant and become exercisable twelve months
from the date of grant.
(3) As of October 31, l998, there were 100,326,367 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
$32.5313 on November 25, 1997, when the above options were granted.
</FN>
</TABLE>
Aggregated Option Exercises in Last Fiscal Year
and October 31, 1998 Option Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options At Options At
October 31, October 31,
Shares 1998(2) 1998(2)
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized(1) Unexercisable Unexercisable
John A. Luke, Jr. 7,545 $236,706 453,745/95,000 $469,521/$0
Rudolph G.
Johnstone, Jr. - - 192,408/60,000 30,884/$0
Philip H. Emery, Jr. - - 145,177/45,000 13,149/$0
Jack A. Hammond - - 172,353/40,000 36,995/$0
R. Scott Wallinger - - 154,996/25,000 187,150/$0
(l) The value realized on stock option exercises represents the
difference between the grant price of the options and the market price
of the shares of underlying stock as of the date of exercise
multiplied by the number of options 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 represents the
difference between the grant price of the options and the market price
of $24.3750 at October 30, 1998, multiplied by the number of in-the-money
options outstanding.
Pension Plan Table
Years of Service
Remuneration 25 30 35 40 45
500,000 $174,100 $209,000 $243,800 $279,100 $314,800
660,000 231,300 277,500 323,800 370,500 417,700
820,000 288,400 346,100 403,800 461,900 520,500
980,000 345,600 414,700 483,800 553,400 623,400
1,140,000 402,700 483,300 563,800 644,800 726,300
1,300,000 459,900 551,900 643,900 736,300 829,200
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 compensation levels and
years of service. As of December 31, 1998, the executive
officers named in the Summary Compensation Table set forth on
page 13 will have the following years of credited service: John
A. Luke, Jr., 19.7; Rudolph G. Johnstone, Jr., 35.6; Jack A.
Hammond, 37.5; Phillip H. Emery, Jr., 33, and R. Scott
Wallinger, 34. The amounts of covered compensation under the
Plan during 1998 for each of the individuals named in the
Summary Compensation Table were approximately the same as set
forth in the salary and bonus columns 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 62 through 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 Plan
Westvaco has a formal severance pay plan for salaried employees
who are involuntarily terminated as a result of normal business
occurrences (job elimination and discharge) for reasons other
than gross misconduct. The plan provides severance pay ranging
from 2 weeks to 52 weeks of an employee's salary (including any
incentive compensation) based on years of service. The maximum
benefit for discharge is 26 weeks and for job elimination 52
weeks. Terminated employees also receive unused and vested
vacation pay. In the case of job elimination, an employee may
continue medical, dental, disability, accidental death and
dismemberment, and life insurance coverage for a specified period
of time ranging from 1 to 6 months. The individuals named in
the Summary Compensation Table set forth on page 13, would be
eligible to participate in this plan should they experience a
job elimination or are discharged.
Executive Agreements
The Board of Directors has authorized employment agreements with
the executive officers named in the Summary Compensation Table
and with other executive officers. These agreements provide
that in the event that a "Change-of-Control" of Westvaco occurs
during the term of an agreement, then the agreement becomes
operative for a fixed three-year period. Each agreement
provides generally that the executive's terms and conditions of
employment (including position, location, compensation and
benefits) will not be adversely changed during the three-year
period after a Change-of-Control of the company. Generally, if
the company terminates the executive's employment (other than
for cause, death or disability), or if the executive terminates
for good reason during such three-year period, the executive is
entitled to receive (i) three times (a) the executive's annual
base salary plus (b) the executive's annual bonus amount (as
determined pursuant to the agreement); (ii) accrued but unpaid
compensation; (iii) welfare benefits for three years; and (iv) a
lump sum payment having an actuarial present value equal to the
additional pension benefits the executive would have received if
he or she had continued to be employed by the company for an
additional three years. In addition, the executive is entitled
to receive a payment in an amount sufficient to make the
executive whole for any excise tax on excess parachute payments
imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended.
2. Proposal to ratify appointment of independent accountants
The Board of Directors, pursuant to the recommendation of its
Audit Committee, has appointed PricewaterhouseCoopers LLP to
serve as independent accountants for the corporation for the
1999 fiscal year subject to approval by the shareholders at the
1999 Annual Meeting. PricewaterhouseCoopers LLP currently serves
as the corporation's independent accountants and received
$1,477,300 in fees and expenses during fiscal year 1998 for
audit-related services. The Audit Committee has been advised by
PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP
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 PricewaterhouseCoopers LLP as
independent accountants.
3. Proposal to Approve the 1999 Salaried Employee Stock
Incentive Plan
Purpose
If approved by shareholders, the 1999 Salaried Employee Stock
Incentive Plan will provide long-term incentive supplemental
compensation through the ownership of stock for salaried
employees, including officers of Westvaco Corporation and its
subsidiaries. These persons are selected by the Compensation
Committee or the Chief Executive Officer of the company as
authorized by the Compensation Committee. They are chosen
because of their significant contribution, or potential for
significant contribution, to the long-term success of the
company through their ability, invention, industry, loyalty,
outstanding performance or technical achievement. The Plan is
intended to further align the interests of employees with the
interests of shareholders by benefiting employees only to the
extent shareholders generally benefit through stock performance.
Similar plans were approved by shareholders in l980, l983, l988
and l995. Since only a limited number of shares remain under
the 1995 plan, it is necessary to adopt a new plan to maintain
the company's stock-based incentive program.
Administration of the Plan
The Plan will be administered by the Compensation Committee of
the Board of Directors, or a subcommittee thereof, composed of
outside directors not eligible to participate in the Plan (the
"Committee"). The Committee will determine, in accordance with
the Plan, who shall receive stock options, stock appreciation
rights and stock grants, the amount of such awards and the times
when such awards are granted. If authorized by the Committee,
the Chief Executive Officer of the company may make awards to
persons other than executive officers of the company whose
compensation is not at a level requiring action by the Committee
under the company's bylaws.
Shares of Stock Subject to the Plan
The aggregate number of shares that may be subject to options
and stock appreciation rights during the term of the Plan is
limited to 5,000,000 shares of common stock of the company, of
which 1,000,000 shall be available also for grants of restricted
stock. All of such shares will be covered by a registration
statement effective prior to any options or right becoming
exercisable. These limits may not be increased during the term
of the Plan, except by adjustment following recapitalization,
stock splits, stock dividends, or similar changes in the
corporate structure. Any such adjustment would also result in a
similar adjustment in the number of shares subject to
outstanding options and stock appreciation rights, in the
related option price and in the number of outstanding grants of
restricted stock. If the shareholders approve the 1999 Plan,
the number of shares stated (which can be authorized but
unissued shares or treasury shares or a combination thereof)
will be set aside for the award of options, rights and grants of
restricted stock. Stock appreciation rights may be granted
alone or in tandem with stock options which, if exercised, will
cancel the related options. The exercise of stock appreciation
rights will decrease the number of shares available for future
grants to the same extent as the exercise of stock options. No
single employee may be granted options or rights with respect to
a total of more than 500,000 shares or be granted more than
100,000 shares of restricted stock.
Eligibility
Salaried employees, including selected officers and directors
who are also salaried employees, of the company and its
subsidiaries and individuals or who will become salaried
employees, will be eligible to receive benefits under the Plan.
The number of participants in the Plan is not presently
determinable. In December 1997 the Compensation Committee
awarded a total of 966,780 options and rights under the 1995
Plan to 390 employees throughout the organization.
Duration of the Plan
No awards of stock options, stock appreciation rights or grants
of restricted stock may be made after February 23, 2009, but
termination will not affect the rights of any participant with
any grants made prior to termination.
Options
The Committee may award both incentive stock options and
non-qualified stock options. Incentive stock options are subject to
the restriction that no recipient may exercise incentive stock
options which are first exercisable during any calendar year
with respect to stock with an aggregate fair market value in
excess of $100,000. No incentive stock options may be exercised
more than ten years after the date of the grant. Also,
incentive stock options will be subject to any other
restrictions required by the Internal Revenue Code.
Exercise Price
The exercise price with respect to an option awarded under the
plan will be no less than 100% of the fair market value of the
common stock on the New York Stock Exchange as of the date the
option is granted. It may be paid for in full, in cash or in
common stock of the company, in such manner as is satisfactory
to the Committee. The optionee must satisfactorily provide for
the payment of any taxes which the company is obligated to
collect or withhold before the common stock is transferred to
the optionee. The average price of Westvaco stock on the New
York Stock Exchange on November 30, 1998 was $28.1875.
Stock Appreciation Rights
Stock appreciation rights may be granted either in tandem with
or apart from the grant of an option, which option can be either
an incentive stock option or a non-qualified stock option. The
value of a stock appreciation right will be the difference
between the fair market value of the common stock on the day of
the grant and the fair market value of the common stock as of
the effective date of exercise. A recipient who exercises stock
appreciation rights may elect to receive such value in any
combination of stock or cash. Before receiving any cash or
stock, the recipient must satisfactorily provide for the payment
of withholding and other taxes which the company is obligated to
collect.
Provisions Relating to Options and Stock Appreciation Rights
Options and stock appreciation rights may not be exercised until
at least one year from the date of the grant (except in the case
of a change of control of the company) and not after ten years
from the date of the grant, except in the case of death of the
grantee of a non-qualified stock option during the final year
prior to expiration of the grant. In that case, non-qualified
stock options may be exercised for a period of eleven years from
the date of grant. The Committee may make provision for
exercises within the 10-year term of a grant but following
employment termination, such as exercises after retirement, as
permitted by law. Recipients will have no rights as
stockholders until the date of exercise in the case of an
exercise involving receipt of stock. Neither options nor stock
appreciation rights may be transferred except upon the death of
the grantee, as required by law, or to immediate family members
or charities if permitted by law and by the Committee.
Restricted Stock Grants
The Committee may grant up to a total of l,000,000 shares of the
company's common stock or the equivalent to eligible employees
(not exceeding 100,000 shares to any one individual) with such
restrictions as the Committee shall establish. The grant may
require a grantee to remain an employee for a period of time
before receiving the stock granted or may also establish that
performance-based criteria be met, such as for example criteria
based on an increase in earnings or sales. The Committee may
make it a requirement of any grant that the company retain any
certificates representing such shares until all of the
conditions and restrictions are met.
Amendments to the Plan
The Board of Directors on recommendation of the Compensation
Committee may amend, suspend or terminate the plan, or specific
provisions thereof, provided that the shareholders must approve
any change (i) increasing the numbers of shares subject to the
Plan (except as described under "Shares of Stock Subject to the
Plan"), (ii) reducing the minimum exercise price of an option,
(iii) extending any option term, or (iv) changing the
eligibility for grant. No amendment may, without the consent of
the grantee, cancel any outstanding stock option or stock
appreciation right, increase its exercise price, shorten its
term or extend its vesting period, or negatively affect rights
already granted or accrued.
Federal Income Tax Consequences
Granting of Options and Rights
A recipient of stock options, whether non-qualified or
incentive, or stock appreciation rights, incurs no income tax
liability as a result of having been granted those options or
rights.
Exercise of Rights and Options
Payments to individuals upon exercise of stock appreciation
rights, whether in cash or stock, will result in the immediate
realization by the individual exercising the right of income
taxed at ordinary income rates to the individual and will be
subject to withholding by the company. The exercise by an
individual of a non-qualified stock option also normally results
in the immediate realization of taxable income by the individual
of the difference between the market value of the stock which is
being purchased on the date of exercise and the price being paid
for such stock.
An individual does not realize taxable income upon the exercise
of an incentive stock option until he sells or in some cases
otherwise disposes of stock that he received upon the exercise.
The difference between the option price and the fair market
value of stock received is an item of tax preference at the time
of exercise which can result in a liability on the part of the
optionee for alternative minimum tax.
Sale of Stock
(1) Incentive stock option stock
Under current law, when an individual sells stock purchased
through the exercise of an incentive stock option he or she will
then be subject to tax at long-term capital gains rates on the
profit from the sale if the stock has been held for at least two
years from the date of the grant of the option and one year from
the date of the exercise of the option. At present long-term
capital gains are taxed at a maximum rate of 20%.
If the above holding periods are not met, the sale of incentive
stock option stock results in a disqualifying disposition under
which the individual's gain, if any, will be treated as ordinary
compensation income up to the amount of the difference between
the stock's price and its fair market value on the date of
exercise of the option. Any profit in excess of that amount
will be treated as long or short-term capital gain, depending
upon the holding period. Any loss will be treated as a reduction
of the compensation income that the individual would have
otherwise recognized on the disqualifying disposition.
Complex rules with respect to computation of gains or losses and
holding periods govern situations in which company stock has
been used as part of the purchase price in an option exercise.
(2) Other stock
Under current law an individual who sells stock which was
acquired upon the exercise of stock appreciation rights or upon
the exercise of non-qualified options will recognize short-term
or long-term capital gains depending upon the holding period of
the stock sold.
Restricted Stock
The recipient of a grant of restricted stock will receive
taxable ordinary income at the time any restrictions on such
stock lapse. Upon subsequent sale, any capital gain or loss,
whether short-term or long-term, will be based on the difference
between the fair market value of the stock at the time of the
lapse of any restrictions and the price received in the
subsequent sale.
Limit on Deductible Compensation
The Omnibus Budget Reconciliation Act of l993 imposes a limit,
with certain exceptions, on the amount that a publicly held
corporation may deduct in any year for the compensation paid or
accrued with respect to its five most highly compensated
executive officers. Compensation which is deemed to be
performance-based is generally excepted from this cap. It is
believed that the compensation resulting from this Plan would
fall within that exception, except for compensation attributable
to stock grants restricted only as to time.
The Board of Directors unanimously recommends a vote FOR
approval of the 1999 Salaried Employee Stock Incentive Plan.
Shareholder proposals and nominations
Shareholder proposals intended for inclusion in next year's
Proxy Statement must be received by the Secretary of the company
not later than August 30, 1999. In addition, Westvaco's bylaws
outline procedures that a shareholder must follow to nominate
directors or to bring other business before shareholders'
meetings. For a shareholder to nominate a candidate for
director at the 2000 Annual Meeting of Shareholders, notice of
such nomination must be given to the Secretary of the company
not later than November 24, 1999. The notice must describe
various matters regarding the nominee and conform to
requirements specified in the company's bylaws. For a
shareholder to bring other business before the 2000 Annual
Meeting of Shareholders, notice must be given to the Secretary
of the company between October 26, 1999, and November 29, 1999,
and must include a description of the proposed business, the
reasons for conducting such business and other specified
matters.
John W. Hetherington
Vice President,
Assistant General Counsel and Secretary
December 28, 1998
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 29, 1999 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. The Form 10-K is also available in the
Investment Services Section of Westvaco's internet site at
www.westvaco.com.
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
Westvaco on the World Wide Web
Earnings, corporate news releases,
product information, financial and
environmental reports and other
company information can be found
on Westvaco's Internet site:
http://www.westvaco.com
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.
Appendix A
PROPOSED WESTVACO CORPORATION
1999 SALARIED EMPLOYEE
STOCK INCENTIVE PLAN
1. Purpose
The purpose of the 1999 Salaried Employee Stock
Incentive Plan (the "Plan") is to provide long-term
incentive supplemental compensation through the
ownership of stock for salaried employees, including
officers of Westvaco Corporation ("Westvaco" or the
"Company") and its subsidiaries as selected by the
Compensation Committee or the Chief Executive Officer of
the Company as authorized by the Compensation Committee.
These persons are chosen because of their significant
contribution, or potential for significant contribution,
to the long-term success of the Company through their
ability, invention, industry, loyalty, outstanding
performance or technical achievement.
2. Definitions
As used in the Plan, the following terms shall have the
following respective meanings:
a. "Board" shall mean the Board of Directors of Westvaco
Corporation.
b. "Committee" shall mean the Compensation Committee of
the Board or any subcommittee of the Compensation
Committee. In matters where the Chief Executive
Officer of the Company (the "CEO") is authorized to
make grants under the Plan, references to the
Committee shall include the CEO.
c. "Effective Date" of the exercise of any stock option
shall be the last business day preceding (1) in the
case of delivery of a completed exercise form by hand
or FAX transmission to the Stock Option
Administrator, the date received by such office, or
(2) in the case of mailed forms, the postmark date
for such mailing. The same rule shall apply to the
exercise of stock appreciation rights except such
exercise form must be delivered to the Westvaco
Treasurer's office.
d. "Eligible Employee" shall mean salaried employees,
including selected officers who may also be
directors, who are employed by Westvaco or by a
Westvaco subsidiary, and other persons subject to
their becoming employees.
e. "Fair Market Value" shall mean the mean of the high
and low prices at which Westvaco stock is traded on
the New York Stock Exchange on a designated date.
f. "Incentive Stock Option" shall mean an option meeting
the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended or superseded, that
is designated as such in the written agreement
relating to such option.
g. "Non-Qualified Stock Option" shall mean an option
that is not an Incentive Stock Option.
h. "Optionee" shall mean the grantee of any stock
option, stock appreciation right, or limited stock
appreciation right, and any other person or entity
who may be entitled to exercise such option or right.
i. "Restricted Stock" shall mean up to a total of
1,000,000 shares of Company common stock granted
under the Plan (not exceeding 100,000 shares to any
one individual) on such terms, conditions and
restrictions as the Committee shall establish.
j. "SAR" shall mean a stock appreciation right.
k. "Stock Option Administrator" shall mean any
individual, firm or company designated by the
Compensation Committee to process stock options.
3. Shares of Stock Subject to the Plan
Subject to adjustment as provided herein, the total
number of shares that may be subject under the Plan to
stock options, grants of Restricted Stock and stock
appreciation rights is 5,000,000 shares of the common
stock of the Company. Of this total number, no more
than 1,000,000 shares shall be available for grants of
Restricted Stock. The source of shares for the Plan
may be treasury shares or newly issued shares, at the
discretion of the Board. Any share which is subject to
a stock option or stock appreciation right which for any
reason expires or is terminated unexercised, or which is
used to pay the exercise price of options under the
Plan, or withheld on exercise for the payment of taxes
and expenses, or which is the subject of a Restricted
Stock grant which is forfeited or released by the
payment of cash, or reacquired by the Company, may again
be subject to an option, stock appreciation right or
grant of Restricted Stock under the Plan, up to the
respective limits provided.
4. Limitations
In order to conform to the requirements contained in
Section 162(m) of the Internal Revenue Code of 1986, and
the regulations adopted thereunder, the maximum total
number of shares with respect to which stock options and
free-standing stock appreciation rights may be granted
in the aggregate to any single employee during the term
of the Plan shall in no event exceed 500,000 shares,
subject to adjustment as provided in Section 5.
Further, the maximum total number of shares of
Restricted Stock which may be granted to any single
employee during the term of the Plan shall in no event
exceed 100,000 shares, also subject to adjustment as
provided in Section 5.
5. Adjustment for Changes in Capitalization
The aggregate number of common shares authorized under
Section 3 and the number of shares subject to stock
options, stock appreciation rights or Restricted Stock
grants, and the individual grant limits in Section 4,
above, shall be automatically adjusted as determined by
the Committee on the same basis for any changes in the
number of outstanding common shares in the event of a
recapitalization, stock split, stock dividend, merger,
spinoff, or any other similar change in capitalization.
There shall also be a similar adjustment in the number
and kind of shares subject to outstanding stock options
and stock appreciation rights, in the related option
price, and in the number of outstanding grants of
Restricted Stock. In no event shall the value of any
outstanding stock options, stock appreciated rights or
Restricted Stock be diminished in any material respect.
Incentive Stock Options shall be preserved in accordance
with the provisions of Section 422(a) of the Internal
Revenue Code of 1986, as amended or superseded. Any
resulting fractional share, however, shall be
eliminated.
6. Effective Date and Term of Plan
The Plan shall be submitted to shareholders of the
Company for approval at the 1999 annual meeting
scheduled to be held on February 23, 1999, or any
adjournment thereof, and, if approved, shall become
effective on that date. Unless sooner terminated, the
Plan shall terminate on February 23, 2009. No further
grants shall be made under the Plan after termination,
but termination shall not affect the rights of any
Optionee under any grants made prior to termination.
7. Prior Plans
Upon the effectiveness of the Plan, grants may continue
to be made under the 1995 Westvaco Corporation Salaried
Employee Stock Incentive Plan in accordance with its
terms to the extent that there are shares remaining.
Prior grants under that plan and earlier plans shall
continue in effect in accordance with their terms.
8. Administration of the Plan
The Plan shall be administered by the Committee. In
administering the Plan, the Committee, in its
discretion, may adopt whatever rules and regulations
consistent with the Plan it deems appropriate, and may
delegate administrative functions to a Stock Option
Administrator that do not involve discretionary
decisions, including discretionary decisions as to the
timing, price or recipients of grants. The
interpretation or decision with regard to any question
arising under the Plan made by the Committee shall be
final and conclusive on all parties participating or
eligible to participate in the Plan. The Committee
shall determine, in its discretion, each Eligible
Employee to whom, and the time or times at which, grants
shall be made, the terms and conditions of vesting and
the exercise periods of grants, and the number of stock
options, stock appreciation rights and Restricted Shares
to be included in such grants, and whether any option
granted shall be an Incentive Stock Option or a Non-Qualified
Stock Option. The Committee may delegate its
discretionary authority to make an award of stock
options, stock appreciation rights and Restricted Stock
to the Chief Executive Officer of the Company with
respect to grants to Eligible Employees not subject to
Section 16 of the Securities Exchange Act of 1934 and
not receiving compensation at a level that requires
action by the Committee. At least annually the CEO
shall report to the Committee on all grants made by the
CEO during the preceding twelve months.
9. Amendments
The Plan may be amended at any time in any respect or
terminated by the Board acting on recommendation of the
Committee, except that amendments to increase the total
shares subject to the Plan or available for any grant
(except as provided under Section 5), to reduce the
minimum price at which options or rights may be granted
or exercised, to extend the maximum option term
permitted under the Plan, or to replace cancelled
grants, may not be made without shareholder approval.
In addition, except as provided in Section 5, no
amendment may, without the consent of the Optionee,
cancel any outstanding stock option or stock
appreciation right, increase its exercise price, shorten
its term, or extend its vesting period, or otherwise
negatively affect rights already granted or accrued.
10.Stock Options
The Committee may grant stock options to any Eligible
Employee in the form of either an Incentive Stock Option
or a Non-Qualified Stock Option or a combination
thereof. All options shall be evidenced by written
agreements and shall be granted on the terms hereafter
set forth, together with such other terms, not
inconsistent with the terms of the Plan, as the
Committee, in its discretion, may from time to time
approve.
a. Option Price. The exercise price of the shares
under each option shall be not less than 100% of the
Fair Market Value of Westvaco common stock on the
date the option is granted.
b. Medium and Time of Payment. Stock purchased
pursuant to an option shall be paid for in full at
the time of purchase in such manner as the Committee
shall determine. The medium of payment shall be
cash or Westvaco common stock held at least six
months which shall be valued at Fair Market Value,
valued as of the Effective Date of the exercise.
Payment may be accomplished by having stock delivered
or constructively delivered. Following receipt of
payment, the Company shall deliver to the Optionee a
certificate or certificates for shares due upon an
option exercise.
c. Forfeiture of Stock Appreciation Rights. Upon the
exercise of stock options, any stock appreciation
rights that were granted with respect to the
purchased shares shall be forfeited.
11.Stock Appreciation Rights
The Committee may grant to any Eligible Employee stock
appreciation rights either free-standing or with respect
to all or some of the shares of the common stock of the
Company covered by options held by such Eligible
Employee. All SARs shall be evidenced by written
agreements and shall be granted on the terms hereafter
set forth, together with such other terms, not
inconsistent with the terms of the Plan, as the
Committee, in its discretion, may from time to time
approve.
a. Value of Stock Appreciation Right. The value of a
stock appreciation right shall be equal to the
excess, if any, of the Fair Market Value of the
common stock of the Company on the Effective Date of
exercise of such right over the Fair Market Value on
the date of grant.
b. Exercise. Following the exercise of stock
appreciation rights the grantee shall be entitled to
receive the value thereof in stock or in cash or in
any combination thereof, in the discretion of the
Committee.
c. Forfeiture of Stock Option. Upon the exercise of
stock appreciation rights, stock options with respect
to the same shares shall be forfeited.
12.Restricted Stock Grants
The Committee may grant up to a total of 1,000,000
shares of Restricted Stock to Eligible Employees in such
quantities (not exceeding 100,000 shares to any one
individual). The amounts set forth are subject to
adjustment as provided in Section 5. The terms,
conditions, and restrictions of any Restricted Stock
grant shall be set forth in a written agreement between
the Company and the grantee and include the terms
hereafter set forth together with such other terms, not
inconsistent with the terms of the Plan, as the
Committee, in its discretion, may from time to time
prescribe.
a. Restrictions. Restricted Stock shall be granted
either with vesting dependent solely on the passing
of time or based on time and express performance
criteria such as is measured by growth in the
Company's earnings per share, sales, net income,
operating income, return on investment, return on
equity, return on assets, or by one or a combination
of such performance-based criteria without a minimum
time restriction. Each grant agreement shall set
forth the bases of restrictions on such Restricted
Stock.
b. Rights as Stockholder. Except as otherwise provided
herein and in the agreement covering a grant of
Restricted Stock, the grantee shall have all of the
rights of a stockholder of the Company, including the
right to vote the Restricted Stock and to receive all
dividends or other distributions paid or made with
respect to such shares; provided that any additional
shares of Westvaco common stock received in a
distribution in respect of Restricted Stock (other
than by reinvestment of a cash dividend in Westvaco
common stock) shall be deemed Restricted Stock, and
any other extraordinary distribution or dividend made
with respect to Restricted Stock shall, unless
otherwise determined by the Committee, be subject to
the same restrictions as those applicable to the
Restricted Stock with respect to which it is made.
c. Forfeiture. If the Committee determines that the
conditions of the Restricted Stock grant have not
been met or satisfied, the grantee will be deemed to
have forfeited such Restricted Stock and the right of
the grantee to such shares shall terminate without
any further obligation on the part of the Company.
The Committee may, however, provide for the lapse of
such restrictions in installments and may waive or
accelerate the lapse of such restrictions, in whole
or in part, based on such factors or criteria as the
Committee may determine, except for performance-based
restrictions required in the case of individuals
whose compensation must conform to the limitations
contained in Section 162(m) of the Internal Revenue
Code of 1986, as amended or superseded, in order to
be deductible to the Company. In any case, all such
restrictions shall lapse upon a Change-of-Control as
provided in Section 16 or death as provided hereafter
in Section 12(d).
d. Termination of Employment. In the event of the death
of the grantee all of the restrictions upon any
Restricted Stock granted under the Plan to such
grantee shall immediately cease, and any shares of
Restricted Stock held by the Company shall be
delivered to the grantee's estate, or the grantee's
beneficiary, as the Committee may then determine.
Subject to Section 12(c) above, the Committee may
make such other provisions with regard to
restrictions on Restricted Stock following
termination of employment (other than as a result of
a Change-of-Control) including retirement, as it, in
its sole discretion, may determine.
13.Additional Provisions Relating to Stock Options,
Stock Appreciation Rights and Restricted Stock Grants.
a. Payment of Taxes. It shall be a condition to the
performance of the Company's obligation to make any
payment or to issue, transfer or deliver any common
stock or cash that the grantee pay, or make provision
satisfactory to the Company for the payment of, any
income tax or other tax which the Company is
obligated, in its sole judgment, to collect or
withhold with respect to such payment, issuance,
transfer or delivery, or with respect to the vesting
of any shares. Taxes may be provided for by the
withholding of shares, which shares shall then be
available for future grant.
b. Rights as a Stockholder. A holder of stock options
or SARs shall have no rights as a stockholder with
respect to any shares issuable or transferable upon
exercise thereof until the date of issuance of a
stock certificate for such shares. No adjustment
shall be made for dividends or other rights for which
the record date is prior to the date as of which such
stock certificate is issued.
c. Non-Assignability. No stock option, SAR or
Restricted Stock while under restriction, shall be
assignable or transferable except by will or by the
laws of descent and distribution, by operation of
law, or, if permitted by law and under uniform
standards adopted by the Committee, to immediate
family members of the grantee, to trusts whose
beneficiaries are the grantee or immediate family
members, or to charities recognized by the Internal
Revenue Service as tax exempt and qualified to
receive tax deductible contributions.
d. General Restriction. The grant or exercise of any
stock option or SAR, or the issuance or transfer of
any stock, pursuant to this Plan, is conditioned upon
such listing, registration, qualification and
regulatory approvals as the Board or the Committee,
in their respective discretion, may deem necessary or
desirable. The Board or the Committee, respectively,
may also place such restrictions or legends or
additional legends, on stock issued or transferred as
it determines to be required or advisable to comply
with applicable law or regulation, or the listing
requirements of any exchange upon which the common
stock of Westvaco is traded or intended to be traded.
e. Deferral of Gain. As permitted by law and the
Committee, any gain may be credited as share units in
a deferred account. If the Committee determines to
make such deferral available, the Committee shall
prescribe rules and conditions under which deferral
shall be implemented.
14.Period of Exercise of Options and Stock Appreciation Rights.
Except as provided in Section 16, each stock option and
SAR shall be exercisable twelve months after the date of
grant. The Committee may also make such provisions
covering periods of exercise subsequent to termination
of employment, including retirement, as it, in its sole
discretion, may determine. In all cases, however, a
stock option or SAR cannot be exercised beyond a period
of ten (10) years from the date of grant, except, in the
case of the death of a grantee within one year before
the expiration of a Non-Qualified Stock Option or an SAR
because of time, such stock option or SAR right may be
exercised for a period of eleven (11) years from the
date of grant. Options and rights shall be affected by
leaves of absence as the Committee may determine.
15."Change-of-Control" Defined
A "Change-of-Control" means any one of the events
described in Subsections (a), (b), (c) and (d).
a. The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more
of either (i) the then outstanding shares of common
stock of the Company (the "Outstanding Company
Common Stock") or (ii) the combined voting power of
the then outstanding voting securities of the
company entitled to vote generally in the election
of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes
of this subsection (a), the following acquisitions
shall not constitute a Change-of-Control: (i) any
acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by
any employee benefit plan (or related trust)
sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii)
and (iii) of subsection (c) of this Section 12;
or
b. Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the
Board; provided, however, that any individual
becoming a director subsequent to the date hereof
whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising
the Incumbent Board shall be considered as though
such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs
as a result of an actual or threatened election
contest with respect to the election or removal of
directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person
other than the Board;
or
c. Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a
"Business Combination"), in each case, unless,
following such Business Combination, (i) all or
substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined
voting power of the then outstanding voting
securities entitled to vote generally in the
election of directors, as the case may be, of the
corporation resulting from of such Business
Combination (including, without limitation, a
corporation which as a result of such transaction
owns the Company or all or substantially all of the
Company's assets either directly or through one or
more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company
Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such
Business Combination or any employee benefit plan
(or related trust) of the Company or such
corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the
corporation resulting from such Business Combination
or the combined voting power of the then outstanding
voting securities of such corporation except to the
extent that such ownership existed prior to the
Business Combination and (iii) at least a majority
of the members of the board of directors of the
corporation resulting from such Business Combination
were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the
action of the Board, providing for such Business
Combination;
or
d. Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
16.Vesting and Lapse of Restrictions in the Event of a Change-of-Control.
Notwithstanding any other provision of this Plan, upon
the occurrence of a Change- of-Control: (i) all options
and all SARs that have not yet vested shall become fully
vested and all restrictions on Restricted Stock shall
lapse; and (ii) all options and all SARs shall remain
exercisable until the first anniversary of the
Change-of-Control; provided, that if the employment of a
grantee of options and/or SARs is terminated following a
Change-of-Control, such grantee's options and SARs shall
remain exercisable until the expiration of one year
following the date of such termination of employment;
and provided, further, that in no event shall any option
or SAR remain exercisable beyond the periods provided in
Section 14.
17.Use of Proceeds.
The proceeds from the sale of common stock, pursuant to
options granted under the Plan, shall constitute general
funds of the Company.
18.Law Governing.
The Plan shall be governed by the law of New York.
The following is the text of the proxy card for individual
shareholders mailed with the proxy statement.
WESTVACO CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WESTVACO
CORPORATION.
The undersigned appoints John A. Luke, Jr., Rudolph G.
Johnstone, Jr., and John W. Hetherington, successively, with
full power of substitution, to represent and to vote all common
stock of Westvaco Corporation which the undersigned would be
entitled to vote at the Annual Meeting of Shareholders of the
corporation to be held on February 23, 1999 and at any
adjournment of such meeting.
(Continued and to be signed on the reverse side)
Westvaco
Westvaco Building PROXY
299 Park Avenue
New York, NY 10171
-------------- -------------- ----------------------
ACCOUNT NUMBER COMMON CONTROL NUMBER FOR
TELEPHONE/INTERNET VOTING
The Board of Directors recommends a vote FOR all nominees
listed below, and FOR proposal 2, and FOR proposal 3.
1. Election of Directors:(01) W.L. Lyons Brown, Jr., (02)
Michael E. Campbell, (03) John A. Luke, Jr. and (04)
William R. Miller.
___FOR ___WITHHELD WITHHELD for the following
all nominees for all nominees nominee(s) only, write
name(s)below.
____________________________
2. Appointment of PricewaterhouseCoopers LLP as independent
accountants for 1999. ___FOR ___AGAINST ___ABSTAIN
3. Approval of 1999 Salaried Employee Stock Incentive Plan.
___FOR ___AGAINST ___ABSTAIN
The proxies are directed to vote as specified above and in their
discretion on any matters properly coming before the meeting and
any adjournment thereof. If no direction is made, the proxies
will vote FOR all nominees listed above, FOR Proposal 2, and FOR
Proposal 3. Please date, sign and return this proxy promptly. If
you wish to vote by telephone/internet, please follow instructions
enclosed.
Dated____________________, 1999
Signature______________________
_______________________________
_______________________________
Please sign exactly as your name appears on this proxy. If
signing for estates, trusts or corporations, title or capacity
should be stated.
The following is the text of instructions for individual shareholders
for voting by telephone/internet mailed with the proxy statement.
Westvaco Registered Shareholders
VOTE BY TELEPHONE/INTERNET
24 HOURS A DAY, 7 DAYS A WEEK
Your telephone or Internet vote authorizes the named proxies to
vote your shares in the same manner as if you marked, signed and
returned your proxy card.
VOTING BY PHONE:
Call Toll Free - On a Touch Tone Telephone - 1-888-297-9538.
You will be asked to enter the "Control Number" located in the top
right corner of your proxy voting card.
OPTION A: To vote as the Board of Directors recommends on ALL
items, press 1
OPTION B: If you choose to vote on each item separately,
press 0
Item 1: To vote FOR ALL nominees, press 1; to
WITHHOLD FOR ALL NOMINEES, press 9; to
WITHHOLD FOR AN INDIVIDUAL NOMINEE, Press 0
and listen to the instructions
Item 2: To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
Item 3: To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.
VOTING BY INTERNET: The Web address is: www.westvaco.com
Call Toll Free on a Touch Tone Telephone
1-888-297-9538-Anytime
There is no charge for this call
Or go to the Web Address
CONTROL NUMBER IS LOCATED
IN THE TOP RIGHT CORNER
OF YOUR PROXY CARD
IMPORTANT
If you have submitted your proxy by telephone or the internet,
there is no need for you to mail back your proxy.
