<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BEMIS COMPANY, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
BEMIS COMPANY, INC.
[BEMIS COMPANY, INC. CORPORATE LETTERHEAD]
March 20, 1995
Dear Stockholders:
The Annual Meeting of Bemis Company, Inc. will be held in the Main Ballroom at
the Minneapolis Club, 729 Second Avenue South, Minneapolis, Minnesota on
Thursday, May 4, 1995, at 9:00 a.m. You are cordially invited to attend.
Although the meeting itself is usually brief, there will be a report on Bemis
results in 1994 and comments on the upcoming year. There is also ample
opportunity both before and after the meeting to meet and talk informally with
the directors and officers of the Company. We hope you are able to attend.
Whether or not you can make the meeting, please take the time to vote your
proxy.
On behalf of the Board of Directors and all Bemis employees, thank you for your
continued support of, and confidence in, the Bemis Company.
Sincerely,
/s/ John H. Roe, III
John H. Roe, III
President and Chief Executive Officer
<PAGE>
BEMIS COMPANY, INC.
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD MAY 4, 1995
The Annual Meeting of Stockholders of Bemis Company, Inc. will be held in the
Main Ballroom of the Minneapolis Club, 729 Second Avenue South, Minneapolis,
Minnesota, on Thursday, May 4, 1995, at 9:00 a.m., Central Daylight Savings
Time, for the following purposes:
1. To elect four directors for a term of three years.
2. To vote upon ratification of the appointment of Price Waterhouse
LLP as independent auditors of the Company.
3. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business March 17, 1995 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ Scott W. Johnson
Scott W. Johnson, Secretary
March 20, 1995
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY
<PAGE>
BEMIS COMPANY, INC.
222 SOUTH NINTH STREET, SUITE 2300
MINNEAPOLIS, MINNESOTA 55402
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS -- MAY 4, 1995
SOLICITATION, EXECUTION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of Bemis Company, Inc.
(the "Company") in connection with the Annual Meeting of Stockholders to be held
on Thursday, May 4, 1995. The shares represented by all properly executed
proxies received by the Company prior to the meeting and not revoked will be
voted in accordance with the instructions of the stockholder. A proxy may be
revoked by the person executing it at any time before it is voted by giving
written notice of revocation to the Secretary of the Company.
All costs of soliciting proxies will be borne by the Company, including
reimbursement of banks, brokerage firms, custodians, nominees and fiduciaries
for reasonable expenses incurred by them. Proxies may be solicited personally,
by mail, by telephone or by telegraph by directors, officers or other regular
employees of the Company without remuneration other than regular compensation.
The mailing address of the principal executive office of the Company is 222
South Ninth Street, Suite 2300, Minneapolis, Minnesota 55402. This proxy
statement and the form of proxy which is enclosed are being mailed to
stockholders commencing on or about March 20, 1995.
RECORD DATE, OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
Only stockholders of record at the close of business March 17, 1995 will be
entitled to vote at the meeting. On March 1, 1995, the Company had outstanding
51,490,961 shares of Common Stock. Each share entitles the stockholder of
record to one vote. In connection with the election of directors, stockholders
may exercise cumulative voting.
As set forth below, at the meeting stockholders will elect a class consisting of
four directors for a three-year term expiring in 1998. As provided by Missouri
law and the Company's Bylaws, under cumulative voting each stockholder has the
right in the election to cast as many votes as equal the number of voting shares
held, multiplied by the number of directors to be elected at the meeting. A
stockholder may cast all his or her votes for one nominee in the class or
distribute them among as many nominees in the class as he or she chooses. The
four nominees having the highest number of votes will be elected as directors to
serve a three-year term expiring in 1998.
Unless otherwise specified in the proxy, a proxy solicited by the Board of
Directors will be voted for the four nominees set forth herein, or votes will be
cumulated for any or all of the nominees, in such manner as the proxies, in
their discretion may determine. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum but as unvoted for purposes of determining the approval of any matter
submitted to a vote of the stockholders. If a broker indicates on the proxy
card that it does not have discretionary authority to vote certain shares on a
particular matter, those shares will not be considered as voted for the purpose
of determining the approval of such matter.
1
<PAGE>
OWNERSHIP OF THE COMPANY'S SECURITIES
The only person known to the Company to beneficially own as of March 1, 1995
more than five percent of the outstanding Common Stock of the Company is set
forth in the following table. First Trust National Association, the Trustee of
the Plan, has shared voting and investment power as to all shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
- - ------------------------------------ ------------------ ----------------
<S> <C> <C>
Bemis Investment Incentive Plan 2,773,474 5.4
222 South Ninth Street, Suite 2300
Minneapolis, MN 55402
</TABLE>
Set forth below is certain information regarding the beneficial ownership of
Common Stock of the Company as of March 1, 1995 by each director, each executive
officer of the Company named in the Summary Compensation Table on page 6 of this
Proxy Statement and all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Amount and Nature of
Name Beneficial Ownership(1)(2) Percent of Class
- - ------------------------------------ -------------------------- ----------------
<S> <C> <C>
Winslow H. Buxton 6,000 *
Howard J. Curler 597,557 (3) 1.2
Jeffrey H. Curler 566,392 (4) 1.1
Benjamin R. Field 165,877 *
Robert A. Greenkorn 40,000 *
Scott W. Johnson 103,849 *
Loring W. Knoblauch 5,100 *
Edwin S. McBride 182,538 *
Nancy Parsons McDonald 336,533 (5) *
Robert F. Mlnarik 247,605 *
Edward N. Perry 28,340 *
John H. Roe 1,363,385 (6) 2.6
Winston R. Wallin 34,000 (7) *
C. Angus Wurtele 10,000 *
Robert F. Zicarelli 40,000 *
All Directors and Executive Officers 3,946,631 7.7
as a Group (17 persons)
<FN>
- - --------------------------
(1) Except as otherwise indicated in the notes below, the listed beneficial
owner has sole voting and investment power with respect to such shares.
(2) Includes options to purchase shares of the Common Stock of the Company for
the persons indicated, as follows: Winslow H. Buxton (5,000 shares);
Jeffrey H. Curler (128,931 shares); Benjamin R. Field (50,791 shares);
Scott W. Johnson (60,791 shares); Loring W. Knoblauch (5,000 shares); Nancy
Parsons McDonald (5,000 shares); Robert F. Mlnarik (128,931 shares); Edward
N. Perry (5,000 shares); John H. Roe (368,931 shares); Winston R. Wallin
(20,000 shares); C. Angus Wurtele (5,000 shares); and all directors and
executive officers as a group (866,625 shares). Also includes grants under
the 1984 Bemis Stock Award Plan made subject to restrictions which have not
as yet lapsed as follows: Jeffrey H. Curler (40,000 shares); Benjamin R.
Field (10,000 shares); Scott W. Johnson (20,000 shares); Robert F. Mlnarik
(40,000 shares); John H. Roe (80,000 shares); and all directors and
executive officers as a group (210,000 shares). Also includes shares held
by the Trustee of the Bemis Investment Incentive Plan as follows: Howard
J. Curler (19,217 shares);
2
<PAGE>
Jeffrey H. Curler (9,921 shares); Benjamin R. Field (9,394 shares); Scott
W. Johnson (964 shares); Edwin S. McBride (15,680 shares); Robert F.
Mlnarik (4,752 shares); John H. Roe (12,729 shares); and all directors and
executive officers as a group (81,894 shares).
(3) Includes 236,384 shares owned by Mr. Curler's wife in which he disclaims
any beneficial interest.
(4) Includes 124,720 shares in a trust of which Mr. Curler is a co-trustee.
(5) Includes 21,600 shares in a trust for Mrs. McDonald's children in which she
disclaims any beneficial interest and 172,911 shares in trusts in which she
has a beneficial interest.
(6) Includes 320,000 shares in a trust of which Mr. Roe is co-trustee, 87,548
shares owned by Mr. Roe's wife and 80,000 shares in a trust of which Mr.
Roe's wife is a co-trustee in which he disclaims any beneficial interest.
It does not include 7,092 shares in trusts for Mr. Roe's children in which
he disclaims any beneficial interest.
(*) Less than one percent (1%) of outstanding Common Stock of the Company.
</TABLE>
INFORMATION WITH RESPECT TO DIRECTORS
Directors are divided into three classes elected on a staggered basis for terms
of three years. The Company has nominated four persons to the class of
directors to be elected at the meeting. Persons elected will hold office for a
three-year term expiring in 1998 and will serve until their successors have been
duly elected and qualified.
DIRECTOR NOMINEES FOR TERMS EXPIRING IN 1998
NANCY PARSONS McDONALD, 56 Director Since 1982
Mrs. McDonald is a director of Hillcrest Corporation, a position she has held
for more than the last five years. She is Chair of the Community Relations
Committee and a member of the Audit and Nominating Committees.
WINSTON R. WALLIN, 69 Director Since 1986
Mr. Wallin is Chairman of the Board of Medtronic, Inc., a manufacturer of
cardiac pacemakers and other medical devices. He has held that position since
1986. Mr. Wallin served Medtronic as President from 1985 to 1989 and as Chief
Executive Officer from 1985 to 1991. He is also a director of SUPERVALU INC.
and Cargill, Inc. He is a member of the Compensation, Executive and Finance and
Nominating Committees.
JEFFREY H. CURLER, 44 Director Since 1992
Mr. Curler is Executive Vice President of the Company, a position he has held
since 1991. Since 1982 he has also served as President of Curwood, Inc., a
subsidiary of the Company. On April 1, 1995 he will become Chairman of the
Curwood Group. Mr. Curler is the son of Howard J. Curler. He is a member of
the Executive and Finance Committee.
C. ANGUS WURTELE, 60 Director Since 1994
Mr. Wurtele is Chairman and Chief Executive Officer of the Valspar Corporation,
a manufacturer of paints and related coatings. He has held that position since
1973. Mr. Wurtele is also a Director of Donaldson Co., General Mills, Inc. and
I.D.S. Mutual Funds Group. He is a member of the Nominating Committee.
3
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1996
JOHN H. ROE, 55 Director Since 1978
Mr. Roe is President and Chief Executive Officer of the Company, a position he
has held since 1990. He was President and Chief Operating Officer from 1987 to
1990 and Executive Vice President from 1982 to 1987. He is also a director of
First Trust Company, Inc. He is Chair of the Executive and Finance Committee.
EDWIN S. McBRIDE, 68 Director Since 1980
Mr. McBride retired as Executive Vice President of the Company in 1991. He had
held that position since 1987. He is a member of the Community Relations and
Nominating Committees.
EDWARD N. PERRY, 49 Director Since 1992
Mr. Perry has been engaged in the private practice of law in the Boston,
Massachusetts area since 1982. He has been a partner at Perkins, Smith & Cohen
since 1990. He is a member of the Audit, Community Relations and Nominating
Committees.
LORING W. KNOBLAUCH, 53 Director Since 1993
Mr. Knoblauch is President - International with Hubbell Incorporated, which
sells electrical products to the construction industry and electric power
companies. He has held this position since 1994. From 1992 to 1994, Mr.
Knoblauch was Vice President, Business Development International at Honeywell,
Inc., a provider of control components, products, systems and services. From
1986 to 1992 he was President of Honeywell Asia Pacific based in Hong Kong. He
is Chair of the Audit Committee and a member of the Compensation and Nominating
Committees.
DIRECTORS WHOSE TERMS EXPIRE IN 1997
HOWARD J. CURLER, 69 Director Since 1972
Mr. Curler is the retired Chairman of the Company, a position he held from 1987
to 1992. From 1978 to 1990 he was also Chief Executive Officer. He is a member
of the Executive and Finance Committee and Chair of the Nominating Committee.
Mr. Curler is the father of Jeffrey H. Curler.
ROBERT A. GREENKORN, 66 Director Since 1984
Professor Greenkorn in 1995 became the R. Games Slayter Distinguished Professor
of Chemical Engineering at Purdue University and Vice President of the Purdue
University Research Foundation. He was previously Vice President for Research
and Dean of the Graduate School at Purdue University, positions he held for more
than the preceding five years. He is a member of the Audit, Community Relations
and Nominating Committees.
ROBERT F. MLNARIK, 54 Director Since 1992
Mr. Mlnarik is Executive Vice President of the Company, a position he has held
since 1991. Since 1987 he has also serviced as President and Chief Executive
Officer of Morgan Adhesive Company, a subsidiary of the Company. He is a member
of the Executive and Finance Committee.
WINSLOW H. BUXTON, 55 Director Since 1993
Mr. Buxton is Chairman, President and Chief Executive Officer of Pentair, Inc.,
a diversified manufacturing company which sells general industrial equipment,
specialty products and paper products. He has been President and Chief
Executive Officer since 1992 and Chairman since 1993. He was Chief Operating
Officer from 1990 to 1992 and Vice President - Paper Group from 1989 to 1990.
He has been a Director of Pentair since 1990. He is a member of the
Compensation and Nominating Committees.
4
<PAGE>
COMPENSATION OF DIRECTORS
During 1994, each director who was not an officer of the Company was paid an
annual fee of $30,000. The chair of the Committees of the Board received
$32,500. Effective April 1, 1995 those amounts will be raised to $35,000 and
$37,500 respectively. Directors who are not officers of the Company and who
have not been officers of the Company receive an option to purchase 5,000 shares
of Common Stock of the Company at the time they become directors. Each such
option is for ten years and is exercisable at the market price one year from the
date of grant. Directors who are officers of the Company receive no compensation
for service on the Board of Directors.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held four meetings during the year ended December 31,
1994. All directors attended at least seventy-five percent of board meetings
and meetings of committees on which they served. The Board of Directors has an
Executive and Finance Committee, an Audit Committee, a Community Relations
Committee, a Compensation Committee and a Nominating Committee.
The Executive and Finance Committee did not meet in 1994. It has such powers as
are delegated to it by the full Board and in addition reviews finance matters
and makes recommendations thereon to the Board.
The Audit Committee held two meetings in 1994. It reviews the scope and
procedures used in auditing the Company's books and reviews the Company's
financial statements with management, the internal audit staff and independent
auditors. It also recommends the engagement of independent auditors to the
Board.
The Community Relations Committee held one meeting in 1994. It oversees the
activities of the Bemis Foundation, including the appropriate level of corporate
giving to the Foundation and the governance of, and dispositions by, the
Foundation, and makes recommendations thereon to the Board.
The Compensation Committee held four meetings in 1994. It approves the
compensation of the principal officers and also reviews management's
recommendations on officer and key employee compensation, company-wide
compensation structure, benefit plans and benefit awards.
The Nominating Committee held four meetings in 1994. It recommends nominees for
election to the Board of Directors, reviews the performance of the highest
ranking officer and other senior officers and recommends to the full Board a
successor should the position of highest ranking officer become vacant. The
Nominating Committee will consider names of nominees to the Board submitted by
stockholders in writing addressed to the attention of the Nominating Committee
at the executive offices of the Company in Minneapolis, Minnesota.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table shows compensation paid to the Company's Chief Executive
Officer and each of its four most highly compensated executive officers during
the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL ----------------------
COMPENSATION AWARDS PAYOUTS
------------ ------ -------
RESTRICTED ALL OTHER
NAME AND STOCK STOCK LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARDS(2) OPTIONS PAYOUTS(2) SATION(3)
- - ------------------ ---- ------ -------- --------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
John H. Roe 1994 $425,000 $574,056 --- 52,076 $ --- $ 9,956
Chief Executive Officer 1993 400,000 187,200 --- --- --- 7,500
1992 350,000 247,100 --- --- --- 7,300
Robert F. Mlnarik 1994 275,000 309,540 --- 28,391 1,164,000 7,032
Executive Vice President 1993 250,000 97,500 --- --- --- 7,300
1992 200,000 117,700 --- --- --- 6,400
Jeffrey H. Curler 1994 275,000 309,540 --- 28,391 1,164,400 4,560
Executive Vice President 1993 250,000 97,500 --- --- --- 4,800
1992 200,000 117,700 --- --- --- 4,300
Scott W. Johnson 1994 212,500 216,059 --- 20,791 --- 3,932
Senior Vice President 1993 195,000 65,400 --- --- --- 4,000
1992 165,000 83,500 --- --- --- 3,700
Benjamin R. Field 1994 212,500 216,059 --- 20,791 485,000 7,565
Senior Vice President 1993 195,000 65,400 --- --- --- 6,600
1992 160,000 75,300 --- --- --- 4,100
<FN>
(1) Includes for the years indicated performance bonuses earned pursuant to the
Bemis Executive Incentive Plan. See "Report of Compensation Committee"
herein.
(2) Restricted Stock Award values are calculated by multiplying the number of
shares awarded times the closing market price on the date of the award.
Grantees receive the stock upon the expiration of the restriction (usually
six years). During the restricted period grantees receive payments equal
to the dividends which would have been paid if the underlying stock had
actually been distributed. No restricted stock awards were made to any of
the five named executive officers during the three year period shown. As
of December 31, 1994, restrictions expired under prior awards with respect
to the following number of shares of common stock of the Company which at
the closing market price of $24.00 per share had the following total market
value: Robert F. Mlnarik 48,000 shares ($1,164,000); Jeffrey H. Curler
48,000 shares ($1,164,000); and Benjamin R. Field 20,000 shares ($485,000).
As of the same date, thirty-seven grantees (including the above three
individuals) had restrictions expire with respect to 431,316 shares
($10,459,413). As of December 31, 1994, the five named executive officers
held the following number of restricted shares of Common Stock of the
Company which at a closing market price of $24.00 per share had the
following total market value: John H. Roe 80,000 shares, $1,920,000;
Robert F. Mlnarik 40,000 shares, $960,000; Jeffrey H. Curler 40,000 shares,
$960,000; Scott W. Johnson 20,000 shares, $480,000; Benjamin R. Field
10,000 shares, $240,000, As of the same date, one hundred nineteen
grantees (including the above five individuals) held 1,068,500 restricted
shares with a total market value of $25,644,000.
(3) All other compensation for all named executive officers consists of life
insurance premiums paid by the Company and the Company match on the Bemis
Investment Incentive Plan (401K) in the following respective amounts for
1994: John H. Roe $7,706 and $2,250; Robert F. Mlnarik $4,032 and $3,000;
Jeffrey H. Curler $1,428 and $3,132; Scott W. Johnson $835 and $3,097;
Benjamin R. Field $4,815 and $2,750.
</TABLE>
6
<PAGE>
STOCK OPTIONS GRANTED IN 1994
The following table shows stock options granted during 1994 to the executive
officers named in the Summary Compensation Table and, the potential realizable
value assuming various annual rates of stock price appreciation.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------- ANNUAL RATES OF STOCK PRICE
NUMBER % OF TOTAL EXERCISE APPRECIATION FOR OPTION TERM (3)
DATE OF OPTIONS OPTIONS GRANTED OR BASE --------------------------------
NAME OF GRANT GRANTED(1) IN YEAR(2) PRICE 5% 10%
- - ---- -------- ---------- ---------- ----- -- ---
<S> <C> <C> <C> <C> <C> <C>
John H. Roe 06/08/94 32,927 30% $24.6250 $509,924 $1,292,250
12/02/94 19,149 22.0630 265,717 673,330
Robert F. Mlnarik 06/08/94 18,293 16% 24.6250 283,295 717,925
12/02/94 10,638 22.0630 147,616 374,061
Jeffrey H. Curler 06/08/94 18,293 16% 24.6250 283,295 717,925
12/02/94 10,638 22.0630 147,616 374,061
Scott W. Johnson 06/08/94 13,183 12% 24.6250 204,159 517,379
12/02/94 7,608 22.0630 105,571 267,518
Benjamin R. Field 06/08/94 13,183 12% 24.6250 204,159 517,379
12/02/94 7,608 22.0630 105,571 267,518
<FN>
(1) Options granted pursuant to the Bemis Company, Inc. 1994 Stock Incentive
Plan. Options vest over the first three years of the ten-year option term.
The options were granted at the fair market value of the shares subject to
the option on the date of grant.
(2) Reflects the percent of options granted to employees during 1994 under the
1994 Stock Incentive Plan.
(3) Potential realizable values shown above represent the potential gains based
upon annual compound price appreciation of 5% and 10% from the date of
grant through the full option term. The actual value realized, if any, on
stock option exercises will be dependent on overall market conditions and
the future performance of the Company and its Common Stock. There is no
assurance that the actual value realized will approximate the amounts
reflected in the totals.
</TABLE>
The following table shows the total number of unexercised options and the
aggregate dollar value of the in-the-money unexercised options held by the
executive officer named in the Summary Compensation Table as of December 31,
1994. No options were exercised during 1994.
<TABLE>
<CAPTION>
AGGREGATE YEAR END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE
OPTIONS AT YEAR END MONEY OPTIONS AT YEAR END(1)
------------------- ----------------------------
PRESENTLY NOT PRESENTLY PRESENTLY NOT PRESENTLY
NAME EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
- - ------------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
John H. Roe 340,000 52,076 $3,416,250 $37,102
Robert F. Mlnarik 100,000 28,391 868,750 20,611
Jeffrey H. Curler 100,000 28,391 868,750 20,611
Scott W. Johnson 40,000 20,791 347,500 14,741
Benjamin R. Field 22,500 28,291 118,827 54,350
<FN>
(1) Value of unexercised options is calculated by determining the difference
between the fair market value of the shares underlying the options at
December 31, 1994 ($24.00 per share) and the exercise price of the options.
</TABLE>
7
<PAGE>
REPORT OF THE BOARD COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") of the Board of Directors is
composed entirely of non-employee directors and is responsible for establishing
compensation policies and setting the total compensation for all executive
officers, including the five most highly compensated officers named in the
accompanying tables. During 1994, the Committee utilized the services of the
firm of Towers Perrin as consultants on executive compensation to conduct a
comprehensive review of the Company's executive compensation policies and
programs. On the basis of this study, the Committee reaffirmed the Company's
overall philosophy of executive compensation, but made certain prospective
changes to components of the program.
The following report describes the Company's executive compensation philosophy
and programs and discusses the factors considered by the Committee in
determining the compensation of the Company's Chief Executive Officer and the
other executive officers for 1994.
PHILOSOPHY
The Company seeks to attract, retain and motivate a top quality, experienced,
performance-oriented senior management team. The officer compensation program
is designed to help in meeting this important objective.
The guiding principles of the Company's officer compensation program are:
* Create a strong and direct link between officer compensation and the
Company's financial and stock performance.
* Provide a fair and competitive base salary, with a bonus opportunity tied
to the Company's annual financial performance. Annual bonus awards will
vary significantly in relation to changes in financial performance and
compensate the officers, as a group, with premium pay for superior
financial results, and below average pay for below average financial
results. Bonus awards, at target levels of performance, are competitive.
* Create a significant and meaningful long term incentive tied to the
Company's long term growth, financial success, and return to shareholders.
Incentives will vest over a sufficiently long period of time to retain
management and encourage long term shareholder appreciation.
PROGRAM COMPONENTS
To assist the Committee in performing its comprehensive review of executive
compensation in 1994, Towers Perrin presented information on executive base
salaries, bonus and long term compensation programs of companies which Towers
Perrin and the Committee deemed to be comparable to the Company. The
information was based on proprietary data from a group of manufacturing
companies in the Fortune 500 of a size to offer, in the judgment of Towers
Perrin and the Committee, appropriate comparisons for the Company. The
Committee felt that this group of comparison companies was preferable to the
peer index companies used in the performance graph on page 11 of this Proxy
Statement because the peer index companies have such a large range in sales
volume ($300,000,000 to $6,500,000,000 in 1994) that an executive compensation
comparison using those companies would be inappropriate.
The Committee reaffirmed its commitment to an executive compensation program
with a significant incentive for management to seek long term growth for the
Company. The Committee then prospectively set compensation component targets
for the Chief Executive Officer of base salary (30%), bonus (20%) and long term
compensation (50%). The percentage targets for subordinate executive officers
would be weighted somewhat more towards salary and less toward bonus and long
term compensation.
8
<PAGE>
The target total cash compensation (salary plus bonus opportunity at expected
levels of performance) for the Chief Executive Officer and all executive
officers would be set at the fiftieth percentile of equivalent positions for the
comparison companies. The annual bonus opportunity for the Chief Executive
Officer at an expected level of performance is thus set at sixty percent of
salary. The Committee feels this bonus opportunity is competitive. For other
members of the executive officer group the bonus opportunity ranges from forty
to fifty percent of salary. Superior performance would result in premium bonus
awards, expected performance would result in target cash compensation (i.e.
fiftieth percentile) and substandard performance would result in bonus and total
cash compensation below target. The Committee feels this approach will
appropriately align corporate executive motivation with the interests of
shareholders. The total cash compensation in 1994 for all executive officers
was consistent with this philosophy.
As a part of its comprehensive review, the Committee decided not to utilize
restricted stock grants from the long term incentive compensation package
historically afforded to officers. Prospectively, therefore, the Company plans
to utilize stock options, granted annually, exercisable at the fair market value
on the date of grant, usually with three year vesting requirements and
exercisable up to ten years from date of grant. Options to purchase 174,766
shares were granted to the seven executive officers in 1994. While no
restricted stock grants were made to any executive officer in 1994, there were,
however, payouts in early 1995 of awards made in 1988 to certain of the named
executive officers, not including Mr. Roe. All executive officers, including
Mr. Roe, have restricted stock grants made in 1990 or 1991 which, under normal
circumstances, will pay out in early 1998.
The Committee has discussed the potential impact of the Omnibus Budget
Reconciliation Act of 1993 (OBRA) particularly the $1,000,000 cap on
deductibility of executive compensation. The Company's cash compensation
program (base salary plus bonus) is set at levels such that only Mr. Roe is
likely to reach or exceed the limit and then only in exceptional years. All
long term incentive compensation granted prior to enactment of OBRA is not
subject to the limitation on corporate deductibility and because shareholders
approved the Company's 1994 Stock Incentive Plan all granted options under that
plan are also exempt. Accordingly, the Committee has determined it is not
necessary at this time to modify any of the Company's compensation programs
because of OBRA.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Roe's base salary was increased by $50,000 effective July 1, 1994 to
$450,000. He last received a salary increase of $50,000 effective January 1,
1993. Mr. Roe received a bonus of $574,056 in January 1995. This amount was
consistent with the Committee's determination in 1993 to modify the bonus
formula because of the impact on 1993 earnings of management's decision (with
which the Board concurred) to take a twenty-five cent ($0.25) per share
restructuring charge in the third quarter of 1993. The charge was taken to
rationalize and streamline operations and create a platform for enhanced
earnings in the future. The decision, although adverse to 1993 earnings, was in
the best long range interests of the Company and its shareholders. The Company
last took a similar restructuring charge in 1970. Accordingly, the Committee
felt that neither Mr. Roe, nor the rest of the executive officer group, should
have their bonus' in January 1994 reduced to the full extent provided by the
formula. Therefore, the Committee decided to calculate the bonus earned in 1993
and paid in 1994 for Mr. Roe and the other officers under the following formula:
1993 earnings per share divided by 1992 earnings per share. This resulted in
Mr. Roe receiving a bonus equal to 78% of the bonus he would have received at
the expected performance level. The Committee feels that the compensation to
Mr. Roe and the other officers was appropriate for their performance in 1993.
Likewise, the Committee did not feel that the officers should benefit in 1994
by comparing 1994 earnings to the lower earnings per share resulting from the
twenty-five cent ($0.25) charge in 1993. Therefore, $0.25 was added
9
<PAGE>
back to the 1993 earnings thus establishing $1.11 per share as the 1993 base
against which 1994 earnings per share would be compared. The bonus paid to Mr.
Roe and the other executive officers in January 1995 was pursuant to this
commitment.
OTHER NAMED EXECUTIVE OFFICERS
Like Mr. Roe, all four other named executive officers had salary adjustments on
July 1, 1994 and all four last received a salary increase January 1, 1993.
Bonus awards for 1994 were determined on the same basis as described for Mr.
Roe. Also like Mr. Roe, none of the other four named executive officers
received restricted stock grants during fiscal 1994, however, some did receive
payouts on the 1988 grants and all received awards in 1990 or 1991 which are
expected to payout in January 1998. All four other named executive officers
received stock options in 1994. All restricted stock awards and stock option
information as to the other executive officers is set out in the charts on pages
6 and 7.
THE COMPENSATION COMMITTEE: Robert F. Zicarelli, Chair
Winslow H. Buxton
Loring W. Knoblauch
Winston R. Wallin
BEMIS RETIREMENT PLAN
The Bemis Retirement Plan is a noncontributory defined benefit plan with a
social security offset which provides benefits determined primarily by final
average salary and years of service. The following table shows estimated annual
retirement benefits which would be payable at age sixty-five as a straight life
annuity. If an employee's benefits are reduced pursuant to Internal Revenue
Code limitations, the Bemis Company, Inc. Supplemental Retirement Plan provides
that the Company will make a direct payment to that individual in a lump sum
amount equal to the amount of the reduction. The benefits shown in the table
below include these additional payments and do not reflect the statutory
limitations.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE AT NORMAL RETIREMENT DATE
------------------------------------------------------
FINAL AVERAGE 30 AND
SALARY 15 20 25 ABOVE
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
$ 150,000 $ 33,900 $ 45,200 $ 56,500 $ 67,800
200,000 46,400 61,900 77,300 92,800
300,000 71,400 95,200 119,000 142,800
400,000 96,400 128,500 160,700 192,800
500,000 121,400 161,900 202,300 242,800
600,000 146,400 195,200 244,000 292,800
700,000 171,400 228,500 285,700 342,800
800,000 196,400 261,900 327,300 392,800
900,000 221,400 295,200 369,000 442,800
1,000,000 246,400 328,500 410,700 492,800
</TABLE>
Compensation covered by the Plan for purposes of calculating final average
salary includes salary and bonus amounts stated on the Summary Compensation
Table. The estimated credited years of service for each of the named executive
officers are as follows: John H. Roe 30 years; Robert F. Mlnarik 18 years;
Jeffrey H. Curler 20 years; Scott W. Johnson 15 years; Benjamin R. Field 31
years.
10
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative total return to holders of the Common
Stock of the Company for the last five years. The graph also shows the
cumulative total return of the Standard & Poor's 500 Stock Index and an index of
a group of peer companies against whom the Company competes and against whose
performance the Company is often compared by financial analysts. The total
return to stockholders of those companies comprising the peer group are weighted
according to their stock market capitalization. The companies in the peer group
are: Avery Dennison Corporation; Ball Corporation; Crown Cork & Seal Company,
Inc.; James River Corporation; Sealed Air Corporation; Sealright Co., Inc.;
Sonoco Products Company; Stone Container Corporation; and Union Camp
Corporation. The graph assumes the investment of $100 in each group on January
1, 1990 and the reinvestment of all dividends when and as paid.
BEMIS COMPANY, INC. RELATIVE MARKET PERFORMANCE TOTAL RETURN 1990 - 1994
VALUE OF INVESTMENT ($)
[GRAPH]
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------
12-31 12-31 12-31 12-31 12-31 12-31
1989 1990 1991 1992 1993 1994
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bemis Company 100 88 125 156 150 156
- - ------------------------------------------------------------------------------
S&P 500 100 97 126 136 150 152
- - ------------------------------------------------------------------------------
Peer Group 100 88 116 124 124 133
- - ------------------------------------------------------------------------------
</TABLE>
CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS
During 1994, the Company's subsidiaries, Curwood, Inc. and Milprint, Inc.,
purchased, at market competitive prices, approximately $4,167,000 of cores,
pallets and miscellaneous packaging supplies from Centracor, Inc. Centracor
also acts as a distributor for Curwood and in 1994 purchased $162,000 of product
from Curwood. Centracor is owned by Michael Curler, son of Howard J. Curler and
brother of Jeffrey H. Curler.
11
<PAGE>
During 1994, the Company's subsidiaries, Curwood, Inc. and Mankato Corporation,
purchased, at market competitive prices, approximately $8,581,000 of rigid film,
miscellaneous packaging supplies and laminator and rewinder time from Pacur,
Inc., a subsidiary of Bowater P.L.C. Ron Johnson, son-in-law of Howard J.
Curler and brother-in-law of Jeffrey H. Curler, is President of Pacur.
During 1994, the Company's Packaging Machinery and Distributor Products
Divisions purchased, at market competitive prices, approximately $277,000 of
parts or assemblies from Quality Tool, Inc. which is owned by Bill Roe, brother
of John H. Roe.
At the request of the Audit Committee, consisting entirely of outside directors,
Price Waterhouse LLP conducted a review of the above transactions. Based on
Price Waterhouse LLP's report, the Audit Committee determined that these
transactions were at least as fair to the Company as if they had been
consummated with non-related parties.
APPOINTMENT OF AUDITORS
A further purpose of the Meeting is to vote upon the ratification of appointment
of independent auditors for the year ending December 31, 1995. While neither
Missouri law, the Company's Articles of Incorporation nor the Company's Bylaws
require submission to the stockholders of the question of appointment of
auditors, it has been the policy of the Company's Board of Directors since 1968
to submit the matter for stockholder consideration in recognition that the basic
responsibility of the auditors is to the stockholders and the investing public.
Therefore, the Audit Committee of the Board of Directors recommends stockholder
ratification of the appointment of Price Waterhouse LLP, which has served as
independent public auditor for the Company for more than sixty years. If the
stockholders do not ratify this appointment, other certified public accountants
will be considered by the Audit Committee. A representative of Price Waterhouse
LLP will be present at the meeting, with the opportunity to make a statement and
to respond to questions.
Proxies solicited by the Board of Directors will be voted for ratification of
the appointment of Price Waterhouse LLP unless stockholders specify otherwise in
their proxies.
STOCKHOLDER SUBMISSIONS
All stockholder proposals to be presented at the next annual meeting of the
stockholders to be held in 1996 and to be included in the proxy statement and
form of proxy relating thereto must be received by the Company not later than
December 1, 1995.
The Board of Directors is not aware of any other matters to be presented to the
meeting. However, if any matter other than those referred to above should come
before the meeting, it is the intention of the persons named in the enclosed
proxy to vote such proxy in accordance with their best judgment.
By Order of the Board of Directors
Scott W. Johnson, Secretary
12
<PAGE>
<TABLE>
<S> <C>
BEMIS COMPANY, INC. THIS PROXY IS SOLICITED ON
222 SOUTH 9TH STREET, SUITE 2300 BEHALF OF THE BOARD OF DIRECTORS
MINNEAPOLIS, MN 55402 PROXY The undersigned hereby appoints John H. Roe and Scott W. Johnson as
- - --------------------------- Proxies, each with the power to appoint his substitute and hereby
authorizes them to represent and to vote, and in their discretion to
cumulate votes for any or all of the nominees for election as directors
(other than for any nominees as to whom authority to vote is withheld),
as designated below, all the shares of stock of Bemis Company, Inc.
held of record by the undersigned on March 17, 1995, at the Annual
Meeting of Stockholders to be held on May 4, 1995.
</TABLE>
<TABLE>
<S> <C> <C>
1. To elect four directors / / FOR all nominees listed below / / WITHHOLD AUTHORITY
for a term of three years. (EXCEPT AS MARKED TO THE CONTRARY BELOW) to vote for all nominees listed
below
</TABLE>
Jeffrey H. Curler, Nancy Parsons McDonald, Winston R. Wallin, C. Angus Wurtele
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
- - --------------------------------------------------------------------------------
2. To vote upon ratification of the appointment of Price Waterhouse LLP as
independent auditors of the Company.
<TABLE>
<S> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(continued on reverse side)
<PAGE>
3. To transact such other business as may properly come before the meeting.
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Only stockholders of record at the close of business on March 17, 1995 will
be entitled to receive notice of and to vote at the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES.
Please sign exactly as name appears on the
Proxy. When shares are held by joint tenants,
both should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign corporate name in
full by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
DATED: --------------------------------,
1995
---------------------------------------------
Signature
---------------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
