<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>
[LETTERHEAD]
BEMIS COMPANY, INC.
[LOGO]
222 S. Ninth Street, Suite 2300
Minneapolis, Minnesota 55402
Telephone: (612) 376-3000
March 18, 1996
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 2, 1996, 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 1995 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
------------------------
John H. Roe, III
President and Chief Executive Officer
<PAGE>
BEMIS COMPANY, INC.
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD MAY 2, 1996
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 2, 1996, at 9:00 a.m., Central Daylight Savings
Time, for the following purposes:
1. To elect three 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 15, 1996 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 18, 1996
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 2, 1996
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 2, 1996. 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 Company has engaged the firm of Morrow & Co., Inc. to assist in the proxy
solicitation effort.
The mailing address of the principal executive offices 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 18, 1996.
RECORD DATE, OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
Only stockholders of record at the close of business March 15, 1996 will be
entitled to vote at the meeting. On March 1, 1996, the Company had outstanding
52,567,339 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
three directors for a three-year term expiring in 1999. 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
three nominees having the highest number of votes will be elected as directors
to serve a three-year term expiring in 1999.
Unless otherwise specified in the proxy, a proxy solicited by the Board of
Directors will be voted for the three 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
1
<PAGE>
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.
OWNERSHIP OF THE COMPANY'S SECURITIES
The only person known to the Company to beneficially own as of March 1, 1996,
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 2,665,913 5.1%
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, 1996 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>
NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED (1)(2) OUTSTANDING SHARES
- ---------------- ------------------------- ------------------
<S> <C> <C>
Winslow H. Buxton 6,000 *
Howard J. Curler 565,117 (3) 1.1%
Jeffrey H. Curler 622,706 (4) 1.2%
Benjamin R. Field 202,621 *
Robert A. Greenkorn 40,000 *
Scott W. Johnson 140,457 *
Loring W. Knoblauch 6,000 *
Edwin S. McBride 187,776 *
Nancy Parsons McDonald 320,588 (5) *
Robert F. Mlnarik 309,018 *
Edward N. Perry 28,340 *
John H. Roe 1,473,344 (6) 2.8%
Winston R. Wallin 34,000 *
C. Angus Wurtele 10,000 *
All directors and executive officers 4,197,913 8.0%
as a group (16 persons)
______________________________
</TABLE>
*Less than one percent (1%)
(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 all 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 (174,363 shares); Benjamin R. Field (81,902 shares);
Scott W. Johnson (91,902 shares); Loring W. Knoblauch (5,000 shares); Nancy
Parsons McDonald (5,000 shares); Robert F. Mlnarik (174,363 shares); Edward
N. Perry (5,000 shares); John H. Roe (473,853
2
<PAGE>
shares); Winston R. Wallin (20,000 shares); C. Angus Wurtele (5,000
shares); and all directors and executive officers as a group (1,144,883
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 Performance Based Restricted Stock Award
grants under the 1994 Bemis Stock Incentive Plan which are dependent upon
the Company achieving certain sales and earnings per share objectives as
follows: Jeffrey H. Curler (7,612 shares), Benjamin R. Field (5,213
shares), Scott W. Johnson (5,213 shares), Robert F. Mlnarik (7,612 shares),
John H. Roe (13,700 shares), and all directors and officers as a group
(42,743 shares). Also includes shares held by the Trustee of the Bemis
Investment Incentive Plan as follows: Howard J. Curler (19,857 shares);
Jeffrey H. Curler (10,458 shares); Benjamin R. Field (9,917 shares); Scott
W. Johnson (1,099 shares); Edwin S. McBride (16,238 shares); Robert F.
Mlnarik (5,167 shares); John H. Roe (13,332 shares); and all directors and
executive officers as a group (86,131 shares).
(3) Includes 236,384 shares owned by Mr. Curler's wife in which he disclaims
any beneficial interest.
(4) Includes 127,920 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 164,066 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, 80,548
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.
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 three persons to the class of
directors to be elected at the meeting. Persons elected will hold office for a
three-year term expiring in 1999 and will serve until their successors have been
duly elected and qualified.
DIRECTOR NOMINEES FOR TERMS EXPIRING IN 1999
JOHN H. ROE, 56 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. and the Andersen Window Company. He is Chair of the
Executive and Finance Committee.
EDWARD N. PERRY, 50 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, 54 Director Since 1993
Mr. Knoblauch is President - International of 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 Nominating Committee.
3
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1997
HOWARD J. CURLER, 70 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 of the Company.
Mr. Curler is the father of Jeffrey H. Curler. He is a member of the Executive
and Finance Committee and Chair of the Nominating Committee.
ROBERT A. GREENKORN, 67 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, 55 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, 56 Director Since 1993
Mr. Buxton is Chairman, President and Chief Executive Officer of Pentair, Inc.,
a diversified manufacturing company which sells general industrial equipment,
and specialty 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 Chair of the Compensation Committee and a member of
the Nominating Committee.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
NANCY PARSONS McDONALD, 57 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, 70 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, 45 Director Since 1992
Mr. Curler is Executive Vice President of the Company, a position he has held
since 1991 and Chairman of the Curwood Group, a position he has held since 1995.
From 1982 to 1995 he served as President of Curwood, Inc., a subsidiary of the
Company. Mr. Curler is the son of Howard J. Curler. He is a member of the
Executive and Finance Committee.
C. ANGUS WURTELE, 61 Director Since 1994
Mr. Wurtele is Chairman of the Valspar Corporation, a manufacturer of paints and
related coatings. He has held that position since 1973. In 1995 he retired as
Chief Executive Officer of Valspar, a position he had held 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 Compensation Committee, the Executive
and Finance Committee and the Nominating Committee.
4
<PAGE>
COMPENSATION OF DIRECTORS
Prior to April 1, 1995, 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 were raised to $35,000
and $37,500, respectively. Under the Company's Long Term Deferred Compensation
Plan, directors may defer all, or a part of, their compensation. During 1995,
three directors deferred receipt of all or a part of their compensation.
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.
None of the Company's directors receives any additional fees or consultancy
compensation of any kind for services to the Corporation, nor does any director
receive any pension or retirement benefit for services rendered as a director.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held four meetings and passed resolutions by written
action signed by all of the directors once during the year ended December 31,
1995. 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 1995. 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 1995. 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 1995. 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 three meetings in 1995. 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 two meetings in 1995. 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>
COMPLIANCE WITH REPORTING REQUIREMENTS
As required by Securities and Exchange Commission rules under Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and based
solely on a review of copies of forms submitted to the Company during and with
respect to 1995, the Company makes the following disclosure. Loring W.
Knoblauch, a director of the Company, failed to file on a timely basis a report
required under Section 16(a) of the Exchange Act with respect to the acquisition
of 900 shares of the Company's Common Stock in 1995.
EXECUTIVE COMPENSATION
The following table shows and sets forth certain information concerning the
compensation paid to the Company's Chief Executive Officer and each of its four
other most highly compensated executive officers during the last three years.
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION LONG TERM 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 1995 $450,000 $540,000 --- --- --- $11,610
Chief Executive Officer 1994 425,000 574,056 --- 52,076 --- 9,956
1993 400,000 187,200 --- --- --- 7,500
Robert F. Mlnarik 1995 300,000 300,000 --- --- --- 7,752
Executive Vice President 1994 275,000 309,540 --- 28,391 1,164,000 7,032
1993 250,000 97,500 --- --- --- 7,300
Jeffrey H. Curler 1995 300,000 300,000 --- --- --- 5,913
Executive Vice President 1994 275,000 309,540 --- 28,391 1,164,400 4,560
1993 250,000 97,500 --- --- --- 4,800
Scott W. Johnson 1995 230,000 216,000 --- --- --- 4,628
Senior Vice President 1994 212,500 216,059 --- 20,791 --- 3,932
1993 195,000 65,400 --- --- --- 4,000
Benjamin R. Field 1995 230,000 216,000 --- --- --- 8,602
Senior Vice President 1994 212,500 216,059 --- 20,791 485,000 7,565
1993 195,000 65,400 --- --- --- 6,600
______________________________
</TABLE>
(1) Includes for the years indicated performance bonuses earned pursuant to the
Bemis Executive Incentive Plan. See "Report of the 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, 1995, the five named executive officers held the following
number of restricted shares of Common Stock of the Company which at a
closing market price on such date of $25.625 per share had the following
total market value: John H. Roe 80,000 shares, $2,049,800; Robert F.
Mlnarik 40,000 shares, $1,025,000; Jeffrey H. Curler 40,000 shares,
$1,025,000; Scott W. Johnson 20,000 shares, $512,500; and Benjamin R. Field
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<PAGE>
10,000 shares, $256,250. As of the same date, 144 grantees (including the
above five individuals) held 1,078,868 restricted shares with a total
market value of $27,440,993.
(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, the Company's 401(k) plan, in the following
respective amounts for 1995: John H. Roe $8,550 and $3,060; Robert F.
Mlnarik $4,752 and $3,000; Jeffrey H. Curler $2,871 and $3,042; Scott W.
Johnson $1,568 and $3,060; and Benjamin R. Field $5,602 and $3,000.
STOCK OPTIONS
No stock options were granted during 1995 to the executive officers named in the
Summary Compensation 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 officers named in the Summary Compensation Table as of December 31,
1995. No options were exercised during 1995.
AGGREGATE YEAR END OPTION VALUES
<TABLE>
<CAPTION>
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 357,359 34,717 $4,129,965 $67,430
Robert F. Mlnarik 109,644 19,287 1,087,481 37,460
Jeffrey H. Curler 109,644 19,287 1,087,481 37,460
Scott W. Johnson 46,929 13,860 441,175 26,851
Benjamin R. Field 36,929 13,860 244,115 26,851
______________________________
</TABLE>
(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, 1995 ($25.625 per share) and the exercise price of the
options.
REPORT OF THE BOARD COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") of the Board of Directors is
composed entirely of non-employee directors. The Committee is responsible for
establishing compensation policies and setting the total compensation for all
executive officers of the Company, including the five most highly compensated
executives named in the accompanying tables.
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 other
executive officers for 1995.
PHILOSOPHY
The Company seeks to attract, retain and motivate a top quality, experienced,
performance-oriented senior management team. The executive compensation program
is designed to help in meeting this important objective.
The guiding principles of the Company's executive compensation program are:
7
<PAGE>
- Create a strong and direct link between executive 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 will compensate executive 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
During 1994 and 1995, 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 philosophy and programs. As part
of their review, Towers Perrin presented information on executive base salaries,
bonus and long term compensation programs of Fortune 500 manufacturing companies
which Towers Perrin and the Committee deemed to be comparable to the Company.
Factors which the Committee believed to be determinative in selecting comparison
companies include size, type of business and geographic location. The Committee
felt that this group of comparison companies was preferable to the peer index
companies used in the total return performance graph in the Proxy Statement
because the peer index companies had 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. On the basis of this
analysis, the Committee determined that some adjustments in both salary and long
term compensation were desirable. Accordingly, certain adjustments were made in
1995 as described below.
The target total cash compensation (salary plus bonus) for executive officers,
including the Chief Executive Officer, was left at the fiftieth percentile of
equivalent positions for the comparison companies. The annual bonus opportunity
for the Chief Executive Officer at the required level of performance was left at
sixty percent of salary. For 1995, the required level of performance was set at
an eight percent improvement in earnings per share over 1994. The Committee
felt this bonus opportunity was competitive. For other executive officers, the
bonus opportunity at target performance was left at ranges from forty to fifty
percent of salary. Superior performance results in premium bonus awards, and
substandard performance results in bonus and total cash compensation below
target. The Committee believes this approach appropriately aligns executive
officer motivation with the interests of shareholders. The total cash
compensation in 1995 for all executive officers was consistent with this
philosophy.
The Committee's study of comparative companies in 1995 reinforced the
Committee's commitment to provide incentives for management to seek long term
growth for the Company. Accordingly, the Committee determined that existing
compensation ratio for the Chief Executive Officer of base salary constituting
30% of total compensation, annual bonus constituting 20% and long term
compensation constituting 50% was excessively weighted to long term compensation
and required adjustment. Accordingly, the Committee increased the Chief
Executive Officer's base salary and reduced targeted long term compensation as a
percentage of base salary from 167% to 100%. Similar adjustments were made for
the other executive officers.
8
<PAGE>
In 1995, the Committee also reconsidered its previous decision not to utilize
restricted stock grants for executive officers. The Committee concluded that a
combination of stock options and performance based restricted stock awards
afforded a better balanced long term opportunity for the executive officers,
including the Chief Executive Officer, than stock options alone. Accordingly,
beginning in 1996 the Committee plans to utilize both stock options and
performance based restricted stock awards. Because the Committee during 1995
was reconsidering its policies regarding long term compensation, no stock
options or restricted stock awards were granted in 1995.
The Committee has previously determined that the potential impact of the Omnibus
Budget Reconciliation Act of 1993 (OBRA), particularly the $1,000,000 cap on
deductibility of executive compensation, was minimal. The Company's cash
compensation program (base salary and bonus) is set at levels such that only Mr.
Roe is likely to reach or exceed the limit and then only in exceptional years.
Mr. Roe has consented to defer a portion of his compensation under the Company's
Long Term Deferred Compensation Plan if necessary in order to avoid exceeding
the OBRA limit. 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 and performance based restricted stock awards under that plan are also
exempt. Accordingly, the Committee in 1995 remained of the opinion that 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 $75,000 effective January 1, 1996 to
$525,000 for the reasons set out above. He last received a salary increase of
$50,000 effective July 1, 1994. Mr. Roe received a bonus of $540,000 in
February 1996. This amount was consistent with the bonus formula set by the
Committee at the beginning of the year and was a direct result of the Company
improving its earnings per share by 16.4% over 1994. The Committee feels that
the bonus compensation to Mr. Roe and the other executive officers was
appropriate considering the Company's performance in 1995.
THE COMPENSATION COMMITTEE
Winslow H. Buxton, Chair
Winston R. Wallin
C. Angus Wurtele
9
<PAGE>
BEMIS RETIREMENT PLAN
The Bemis Retirement Plan (the "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 under the Plan 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>
200,000 46,000 62,000 77,000 96,000
300,000 71,000 95,000 119,000 143,000
400,000 96,000 128,000 160,000 193,000
500,000 121,000 162,000 202,000 243,000
600,000 146,000 195,000 244,000 293,000
700,000 171,000 228,000 285,000 343,000
800,000 196,000 262,000 327,000 393,000
900,000 221,000 295,000 369,000 443,000
1,000,000 246,000 328,000 410,000 493,000
1,100,000 271,000 362,000 452,000 543,000
1,200,000 296,000 395,000 494,000 593,000
</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 32 years; Robert F. Mlnarik 19 years;
Jeffrey H. Curler 21 years; Scott W. Johnson 16 years; and Benjamin R. Field 32
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 $100 in each group on January
1, 1991 and the reinvestment of all dividends when and as paid.
BEMIS COMPANY, INC. RELATIVE MARKET PERFORMANCE TOTAL RETURN 1990 -1995
VALUE OF INVESTMENT ($)
[GRAPH]
<TABLE>
<CAPTION>
12-31 12-31 12-31 12-31 12-31 12-31
1990 1991 1992 1993 1994 1995
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Bemis Company 100 142 177 170 177 193
S&P 500 100 130 140 155 157 215
Peer Group 100 132 141 141 151 174
</TABLE>
CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS
During 1995, the Company's subsidiaries, Curwood, Inc. and Milprint, Inc.,
purchased, at market competitive prices, approximately $3,350,000 of cores,
pallets and miscellaneous packaging supplies from Centracor, Inc. Centracor
also acts as a distributor for Curwood and in 1995 purchased $112,000 of product
from Curwood. Centracor is owned by Michael Curler, son of Howard J. Curler and
brother of Jeffrey H. Curler.
11
<PAGE>
During 1995, the Company's subsidiaries, Curwood, Inc. and Mankato Corporation,
purchased, at market competitive prices, approximately $6,268,000 of rigid film,
miscellaneous packaging supplies and laminator and rewinder time from Rexam
Extrusions (formerly 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 Rexam Extrusions.
During 1995, the Company's Packaging Machinery and Distributor Products
Divisions purchased, at market competitive prices, approximately $107,000 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 the
appointment of independent auditors for the year ending December 31, 1996.
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 1997 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, 1996.
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
/s/ Scott W. Johnson
---------------------------
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 Benjamin R. Field 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 15, 1996, at the Annual
Meeting of Stockholders to be held on May 2, 1996.
</TABLE>
<TABLE>
<S> <C> <C>
1. To elect three 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>
John H. Roe, Edward N. Perry, Loring W. Knoblauch
(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.
/ / FOR / / AGAINST / / ABSTAIN
(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 15, 1996 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: --------------------------------,
1996
---------------------------------------------
Signature
---------------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
