<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 / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / 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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
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(4) Date Filed:
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<PAGE>
BEMIS COMPANY, INC.
222 SOUTH NINTH STREET, SUITE 2300
MINNEAPOLIS, MINNESOTA 55402
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1997
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 1, 1997. 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, 1997.
RECORD DATE, OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
Only stockholders of record at the close of business March 14, 1997 will be
entitled to vote at the meeting. On March 1, 1997, the Company had outstanding
52,404,740 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 2000. As provided by Missouri
law and the Company's Bylaws, under cumulative voting each stockholder has the
right in the election of directors 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 2000.
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 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.
<PAGE>
OWNERSHIP OF THE COMPANY'S SECURITIES
The Bemis Investment Incentive Plan is the only person known to the Company to
beneficially own as of March 1, 1997, more than five percent of the outstanding
Common Stock of the Company. The beneficial ownership of the Bemis Investment
Incentive Plan is set forth in the following table. First Trust National
Association, the Trustee of the Bemis Investment Incentive Plan, has shared
voting and investment power as to all shares.
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING SHARES
- ------------------- ------------------ ------------------
Bemis Investment Incentive Plan ____________ ___ %
222 South Ninth Street, Suite 2300
Minneapolis, Minnesota 55402
Set forth below is certain information regarding the beneficial ownership of
Common Stock of the Company as of March 1, 1997 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.
NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED (1)(2) OUTSTANDING SHARES
- ---------------- ------------------------- ------------------
Winslow H. Buxton 6,000 *
Howard J. Curler 466,132 (3) *
Jeffrey H. Curler 632,688 (4) 1.1%
Benjamin R. Field 207,069 *
Robert A. Greenkorn 40,000 *
Scott W. Johnson 144,131 *
Loring W. Knoblauch 6,500 *
Nancy Parsons McDonald 303,988 (5) *
Robert F. Mlnarik 315,210 *
Edward N. Perry 52,840 *
John H. Roe 1,359,334 (6) 2.3%
Winston R. Wallin 22,000 *
C. Angus Wurtele 10,000 *
All directors and
executive officers as
a group (15 persons) 3,820,971 3.4%
______________________________
*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 shares which the following persons have a right to acquire
upon exercise of stock options pursuant to the 1987 Bemis Stock Option
Plan and the 1994 Stock Incentive Plan 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 (373,853
shares); C. Angus Wurtele (5,000 shares); and all directors and executive
officers as a group (1,024,883 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 (14,506
shares), Benjamin R. Field (9,336 shares), Scott W. Johnson (9,336 shares),
Robert F. Mlnarik (13,592 shares), John H. Roe (24,203 shares), and all
directors and
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<PAGE>
executive officers as a group (77,072 shares). Also includes shares held by
the Trustee of the Bemis Investment Incentive Plan as follows: Howard J.
Curler (20,314 shares); Jeffrey H. Curler (10,796 shares); Benjamin R. Field
(10,242 shares); Scott W. Johnson (1,122 shares); Robert F. Mlnarik (5,379
shares); John H. Roe (13,736 shares); and all directors and executive
officers as a group (72,079 shares).
(3) Includes 236,384 shares owned by Mr. Curler's wife in which he disclaims any
beneficial interest.
(4) Includes 134,500 shares in a trust of which Mr. Curler is a co-trustee.
(5) Includes 164,066 shares in trusts in which Mrs. McDonald has a beneficial
interest.
(6) Includes 320,000 shares in a trust of which Mr. Roe is co-trustee, 73,795
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 8,712 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 2000 and will serve until their successors have been
duly elected and qualified.
DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2000
ROBERT A. GREENKORN, 68 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, 56 Director Since 1992
Mr. Mlnarik is Vice Chairman of the Company, a position he has held since 1996.
Since 1987 he has also serviced as 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, 57 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.
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, 58 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, 71 Director Since 1986
Mr. Wallin is Chairman Emeritus of Medtronic, Inc., a manufacturer of cardiac
pacemakers and other medical devices. He was Chairman from 1986 to 1996,
President from 1985 to 1989, and Chief Executive Officer from 1985 to 1991. He
is also a director of SUPERVALU INC. He is a member of the Compensation,
Executive and Finance and Nominating Committees.
JEFFREY H. CURLER, 46 Director Since 1992
Mr. Curler is President of the Company, a position he has held since 1996, 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 and is a member of the Executive and
Finance Committee.
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<PAGE>
C. ANGUS WURTELE, 62 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.
DIRECTORS WHOSE TERMS EXPIRE IN 1999
JOHN H. ROE, 57 Director Since 1978
Mr. Roe is Chairman, a position he has held since 1996, 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 the Andersen Window Company. He is Chair of
the Executive and Finance Committee.
EDWARD N. PERRY, 51 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,
LLP since 1990. He is a member of the Audit, Community Relations and Nominating
Committees.
LORING W. KNOBLAUCH, 55 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.
COMPENSATION OF DIRECTORS
Effective April 1, 1995, each Director who is not an officer of the Company is
paid an annual fee of $35,000. The chair of the Committees of the Board
received $37,500. Under the Company's Long Term Deferred Compensation Plan,
directors may defer all, or a part of, their compensation. During 1996, 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 resolution by written
action signed by all of the directors once during the year ended December 31,
1996. 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 1996. 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 1996. 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.
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<PAGE>
The Community Relations Committee held one meeting in 1996. 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 two meetings in 1996. 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 one meeting in 1996. 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.
COMPLIANCE SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
directors, executive officers and persons who own more than ten percent of the
Company's Common Stock to file initial reports of ownership of the Company's
Common Stock and changes in such ownership with the Securities Exchange
Commission. To the Company's knowledge based solely on a review of copies of
forms submitted to the Company during and with respect to 1996 and on written
representations from the Company's directors and executive officers, all
required reports were filed on a timely basis during 1996.
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<PAGE>
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>
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 1996 $525,000 $531,563 --- 81,777 $--- $ 9,859
Chief Executive Officer 1995 450,000 540,000 --- --- --- 11,610
1994 425,000 574,056 --- 52,076 --- 9,956
Jeffrey H. Curler 1996 375,000 329,906 --- 45,432 --- 8,549
President 1995 300,000 300,000 --- --- --- 5,913
1994 275,000 309,540 --- 28,391 1,164,400 4,560
Robert F. Mlnarik 1996 350,000 295,313 --- 45,432 --- 9,638
Vice Chairman 1995 300,000 300,000 --- --- --- 7,752
1994 275,000 309,540 --- 28,391 1,164,000 7,032
Scott W. Johnson 1996 255,000 202,247 --- 31,113 --- 5,483
Senior Vice President 1995 230,000 216,000 --- --- --- 4,628
1994 212,500 216,059 --- 20,791 --- 3,932
Benjamin R. Field 1996 255,000 202,247 --- 31,113 --- 9,181
Senior Vice President 1995 230,000 216,000 --- --- --- 8,602
1994 212,500 216,059 --- 20,791 485,000 7,565
</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) In 1996, the Chief Executive Officer and each of the four other most
highly compensated officers were awarded Performance Based Restricted Stock
Awards as follows: John H. Roe 13,963 shares; Jeffrey H. Curler 7,754
shares; Robert F. Mlnarik 7,754 shares; Scott W. Johnson 5,313 shares; and
Benjamin R. Field 5,313 shares. Grantees receive all or a percentage of
the stock upon the expiration of a six year restrictive period assuming the
Company's achievement of six year annualized sales and earnings per share
growth targets. During the restrictive period, grantees receive payments
equal to the dividends which would have been paid if the underlying stock
had been distributed. Prior to 1996, the executive officers participated
in a more broadly based Restricted Stock Award Program which was not
performance based. Grantees receive the stock upon the expiration of the
restrictive period (usually six years). During the restrictive period,
grantees receive payments equal to the dividends which would have been
paid if the underlying stock had been distributed. As of December 31,
1996, 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 $36.87 per share had the following total market value:
John H. Roe 80,000 shares, $2,950,000; Robert F. Mlnarik 40,000 shares,
$1,475,000; Jeffrey H. Curler 40,000 shares, $1,475,000; Scott W. Johnson
20,000 shares, $737,500; and Benjamin R. Field 10,000 shares, $368,750.
As of the same date, ____ grantees (including the above named individuals)
held an aggregate of _______ restricted shares of Common Stock with a total
market value of $_______. See "Report of the Compensation Committee"
herein.
(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 1996: John H. Roe $5,279 and $4,580; Robert F.
Mlnarik $5,139 and $4,499; Jeffrey H. Curler $3,969 and $4,580; Scott W.
Johnson $903 and $4,580; and Benjamin R. Field $4,575 and $4,606.
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STOCK OPTIONS
The following table summarizes option grants made during 1996 to the
executive officers named in the Summary Compensation Table.
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
PERCENT OF STOCK APPRECIATION FOR
TOTAL OPTION TERM (3)
OPTIONS OPTIONS EXERCISE EXPIRATION -----------------------------
NAME GRANTED GRANTED PRICE DATE 5% 10%
- ----------------- ------- ------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John H. Roe 81,777 32% $32.3125 2/22/2006 $2,269,925 $5,178,733
Jeffrey H. Curler 45,432 18% 32.3125 2/22/2006 1,261,079 2,339,648
Robert F. Mlnarik 45,432 18% 32.3125 2/22/2006 1,261,079 2,339,648
Scott W. Johnson 31,113 12% 32.3125 2/22/2006 863,619 1,970,309
Benjamin R. Field 31,113 12% 32.3125 2/22/2006 863,619 1,970,309
</TABLE>
______________________________
(1) 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 all employees during the year.
(3) Potential realized 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 upon 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 this 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,
1996. No options were exercised during 1996.
AGGREGATED 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 374,718 99,135 $8,379,258 $602,100
Jeffrey H. Curler 119,288 55,075 2,590,041 405,417
Robert F. Mlnarik 119,288 55,075 2,448,201 334,497
Scott W. Johnson 53,862 38,040 1,060,307 233,302
Benjamin R. Field 43,862 38,040 727,493 233,302
</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, 1996 ($36.875 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 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. For several years, the Committee has utilized the services
of the firm of Towers Perrin as consultants on executive compensation,
compensation policies and programs. 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 1996.
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<PAGE>
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 range planning.
PROGRAM COMPONENTS
During the past several years, the Committee has 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 initially presented and has
annually updated, 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 ($200,000,000 to over
$6,000,000,000 in 1995) that an executive compensation comparison using those
companies would be inappropriate. On the basis of this analysis, the Committee
made certain adjustments in both salary and long term compensation in 1995.
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 CEO at the required level of performance was left at sixty percent of
salary. For 1996, the required level of performance was set at an eight percent
improvement in earnings per share over 1995. The Committee feels 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 except for Mr. Curler, whose bonus opportunity at target was increased
from 50% to 54% when he was promoted to President of the Company. 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 1996 for all executive officers
was consistent with this philosophy.
The Committee's study of comparative companies in 1995 reinforced its commitment
to provide incentives for management to seek long term growth for the Company.
Accordingly, in 1995 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. This policy continued in 1996.
In 1995, the Committee decided 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, the Committee decided that, beginning in
1996, it would utilize both stock options and performance-based restricted stock
awards. The Committee further decided to grant stock options to executive
officers every three years and performance-based restricted stock awards
annually. During 1995, no
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<PAGE>
stock options or restricted stock awards were granted. On February 22, 1996,
the Committee granted Mr. Roe a stock option to purchase 81,777 shares of
Common Stock. On the same date, the Committee granted Mr. Roe six-year
performance-based restricted stock awards for up to 13,963 shares of Common
Stock. Receipt of all of the shares is conditioned upon the Company
achieving a performance target based on six year annualized sales and
earnings per share growth. Also on the same date, the other executive
officers received lesser grants of both stock options and performance based
restricted stock awards on the same terms as did Mr. Roe. See "Summary
Compensation" and "Stock Options" herein.
The Omnibus Budget Reconciliation Act of 1993 (OBRA), imposes a $1,000,000 cap
on deductibility of executive compensation. The Committee feels that the
performance-based bonus program for executive officers results in appropriate
levels of executive compensation at various performance levels by the Company.
To ensure deductibility to the Company when exceptional corporate performance
results in large bonus payments, the Committee recommends adoption by the
shareholders of the Bemis Executive Officer Performance Plan (the "Plan")
discussed in detail elsewhere in this proxy statement. Amounts paid pursuant to
the Plan are intended to qualify as performance-based compensation within the
meaning of Section 162(m) of the Internal Revenue Code, as amended. Initially,
only the Chief Executive Officer will participate in the Plan. All other
executive officers will continue to be eligible for bonuses pursuant to the
Company's existing bonus plan described above.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Roe's base salary was increased effective January 1, 1997 to $565,000 from
$525,000, which was his salary throughout 1996. Mr. Roe received a bonus of
$532,000 in February 1997 with respect to 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 13.5% over 1995.
The Committee feels that the bonus compensation to Mr. Roe and the other
executive officers was appropriate considering the Company's performance in
1996.
THE COMPENSATION COMMITTEE
Winslow Buxton, Chair
Winston Wallin
C. Angus Wurtele
BEMIS RETIREMENT PLAN
The Bemis Retirement Plan (the "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 under the Retirement 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.
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PENSION PLAN TABLE
YEARS OF CREDITED SERVICE AT NORMAL
RETIREMENT DATE
--------------------------------------
FINAL AVERAGE 30 AND
SALARY 15 20 25 ABOVE
- ------------- --------- -------- -------- --------
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
Compensation covered by the Retirement 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 33 years; Robert F.
Mlnarik 20 years; Jeffrey H. Curler 22 years; Scott W. Johnson 17 years; and
Benjamin R. Field 33 years.
PROPOSAL TO APPROVE
THE RESTATED ARTICLES OF INCORPORATION
On February 6, 1997, the Board of Directors approved amendments to the Company's
Restated Articles of Incorporation (the "Articles") and the restatement of such
Articles and directed that the amended and restated Articles (the "Restatement")
be submitted to a vote of the stockholders at the meeting. The Restatement
provides for an increase in the authorized capital stock of the Company from
125,000,000 shares to 250,000,000 shares of which 248,000,000 would be Common
Stock and 2,000,000 would be Series Preferred Stock. The Restatement also
eliminates references to the First Preferred Stock and clarifies certain
provisions relating to the designation of Series Preferred Stock by the Board of
Directors. The Restatement also eliminates or modifies provisions no longer
necessary or applicable to the Company and makes certain other technical
changes, including correction of references to the Company's registered agent
and original shareholders, and clarification of the number of directors. The
Restatement also modifies the Company's authorized business activities to
provide that the Company may engage in any lawful business activity. The full
text of the Restatement is set forth in Exhibit A to this proxy statement and
the description of the Restatement, and the purpose therefore, is qualified in
its entirety by the text of the Restatement.
INCREASE IN AUTHORIZED CAPITAL STOCK
The Restatement authorizes a total of 248,000,000 shares of Common Stock and
2,000,000 shares of Series Preferred stock, up from 123,800,000 and 1,200,000
shares in the current Articles, respectively. Of the 1,200,000 shares of Series
Preferred Stock authorized under the current Articles, 200,000 shares are
designated as First Preferred Stock, $100 par value, which are being eliminated
by the Restatement. The Board of Directors considers it desirable to have
additional authorized shares of capital stock available to the Company for
possible future stock offerings, acquisitions, stock options, stock dividends or
stock splits and for other general corporate purposes. Authorization of
additional shares of capital stock will allow the Board of Directors to move
promptly to issue additional shares, if appropriate opportunities should arise,
without the delay and expense of calling a special meeting of stockholders.
The Company has no current plans, arrangements or understandings regarding the
issuance of any of the additional shares of capital stock for which
authorization is sought, and there are no negotiations pending with respect to
the issuance thereof for any purpose. If the increase in the authorized number
of shares of capital stock is approved by the stockholders, the additional
shares may be issued at such time and on such terms and conditions
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<PAGE>
as the Board of Directors may determine without further approval by the
stockholders. Stockholders do not have preemptive rights with respect to the
current authorized capital stock.
Stockholders should be aware that the increase in the Company's authorized
capital stock could have an antitakeover effect since new shares could be issued
to dilute the stock ownership of a person attempting to acquire control of the
Company. The proposed increase has not, however, been proposed for an
antitakeover-related purpose, and the Board of Directors has no current
knowledge of any current efforts by a third party to effect a change in control
of the Company.
The Restatement eliminates all references to First Preferred Stock, $100 par
value, a previously designated Series Preferred Stock which has no shares
outstanding. The Restatement also clarifies certain provisions relating to the
designation of the Series Preferred Stock by the Board of Directors.
OTHER CHANGES
Other than the increase in authorized capital stock and changes to the terms of
the undesignated Series Preferred Stock, the recommended changes make no
substantive changes to the Articles.
VOTING REQUIREMENTS
The affirmative vote of holders of a majority of the outstanding shares of
Common Stock will be required for approval of the Restatement. The Board of
Directors unanimously recommends a vote for approval of the Restatement.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE RESTATEMENT.
PROPOSAL TO APPROVE THE BEMIS COMPANY, INC.
1997 EXECUTIVE OFFICER PERFORMANCE PLAN
On February 6, 1997, the Board of Directors adopted the Bemis Company, Inc. 1997
Executive Officer Performance Plan (the "Plan") and directed that the Plan be
submitted to a vote of the shareholder at the meeting. The full text of the
Plan is set forth in Exhibit B to this proxy statement and the following
description of the Plan is qualified in its entirety by the text of the Plan.
TERMS OF THE PLAN
The Plan is an annual bonus plan designed to provide certain designated
executive officers of the Company with incentive compensation based upon
achievement of preestablished performance goals. The Plan is designed to comply
with Section 162(m) of the Internal Revenue Code of 1986 (the "Code"), which
denies deductions for compensation in excess of $1,000,000 paid by the Company
to the Chief Executive Officer and each of the four other most highly
compensated executive officers, except to the extent such compensation was
performance-based and approved by the shareholders of the Company.
The Plan will be administered by the Compensation Committee (the "Committee").
The Committee will select Plan participants from among the executive officers of
the Company (currently 7 persons) who will be eligible to receive cash awards
under the Plan (collectively, "Awards"). Currently, the Chairman and Chief
Executive Officer is the only approved participant under the Plan. No Plan
participants have received Awards as of the date hereof.
The Plan provides that participants will be entitled to receive an Award of
bonus compensation based on the attainment of performance targets selected by
the Committee. The performance targets will consist of one or any combination
of two or more of net earnings; earnings before income taxes; earnings before
interest and income taxes; earnings per share; sales growth; return on invested
capital; return on sales; return on equity; economic value added; and/or total
shareholder return. Any targets may relate to one or any combination of two or
more of corporate, group, unit, division, affiliate or individual performance.
The maximum individual Award under the
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<PAGE>
Plan for any Performance Period shall not exceed the lesser of 200% of the
Participant's annual base salary or $1,500,000.
The Committee is authorized at any time during or after a Performance Period, in
its sole and absolute discretion, to reduce or eliminated an Award payable to
any Participant for any reason, including changes in the participant's position
or duties with the Company or any subsidiary during the Performance Period,
whether due to any termination of employment (including death, disability,
retirement, or termination with or without cause) or otherwise. No reduction in
an Award made to any Participant shall increase the amount to the Award to any
other Participant.
The Board of Directors may, at any time, terminate or, from time to time, amend,
modify or suspend the Plan and the terms and provisions of any Award theretofore
awarded to any participant which has not been paid. No Award may be granted
during any suspension of the Plan or after its termination. Any such amendment
is subject to approval of the shareholders of the Company only if such approval
is necessary to maintain the Plan in compliance with the requirements of Section
162(m) of the Code, its successor provisions or any other applicable law or
regulation.
The Plan became effective as of January 1, 1997, subject to approval of the
shareholder at the meeting. Since amounts payable under the Plan will be based
on fiscal 1997 performance and will be contingent on the right of the Committee
to exercise negative discretion to reduce the amount of the final payments, such
amounts are therefore not determinable at the present time.
The Committee believes that, upon approval of the Plan by the shareholders and
certification by Committee that performance goals and any other material terms
have been satisfied, compensation under the Plan will be tax deductible. The
approval of the Plan by the shareholders and the previously mentioned
certification by the Committee will be conditions to the receipt by participants
of any payments under the Plan.
VOTING REQUIREMENTS
The affirmative vote of holders of a majority of the outstanding shares of
common stock will be required for approval of the Plan. The Board of Directors
unanimously recommends a vote for approval of the Plan.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE 1997 EXECUTIVE OFFICER
PERFORMANCE PLAN.
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 current
peer group are: Avery Dennison Corporation; Ball Corporation; Crown Cork & Seal
Company, Inc.; Sealed Air Corporation; Sealright Co., Inc.; Stone Container
Corporation; and Union Camp Corporation. James River Corporation, which was
included in this peer group in prior years, has been omitted because it sold its
flexible packaging operations in 1996 and is no longer deemed an appropriate
peer company. The graph assumes the investment of $100 in each group on January
1, 1992 and the reinvestment of all dividends when and as paid.
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<PAGE>
TOTAL SHAREHOLDER RETURNS
[GRAPH]
YEAR ENDED DECEMBER 31
--------------------------------------------------
1991 1992 1993 1994 1995 1996
---- ------ ------ ------ ------ -----
Bemis Company 100 124.91 120.04 124.79 136.35 200.64
S&P 500 100 107.62 118.46 120.03 165.13 203.05
Peer Group 100 106.82 107.09 114.62 132.02 162.23
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<PAGE>
CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS
During 1996, the Company's subsidiaries, Curwood, Inc. and Milprint, Inc.,
purchased, at market competitive prices, approximately $4,606,000 of cores,
pallets and miscellaneous packaging supplies from Centracor, Inc. Centracor
also acts as a distributor for Curwood and in 1996 purchased $235,000 of product
from Curwood. Centracor is owned by Michael Curler, son of Howard J. Curler and
brother of Jeffrey H. Curler.
During 1996, the Company's subsidiaries, Curwood, Inc. and Mankato Corporation,
purchased, at market competitive prices, approximately $9,419,000 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 1996, the Company's Packaging Machinery and Distributor Products
Divisions purchased, at market competitive prices, approximately $109,000 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, 1997.
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 1998 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, 1997.
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
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<PAGE>
EXHIBIT A
RESTATED ARTICLES OF INCORPORATION
OF
BEMIS COMPANY, INC.
1. The name of the corporation shall be Bemis Company, Inc.
2. The registered office of this corporation is located at 906 Olive
Street, St. Louis, Missouri 63101. The registered agent at such address is C T
Corporation System.
3. The number of shares that this Company shall have the authority
to issue shall be two hundred fifty million (250,000,000) shares divided into
two (2) classes of which two hundred forty-eight million (248,000,000) shares
shall be Common Stock, $.10 par value per share. Two million (2,000,000) shares
shall be Series Preferred Stock, $1.00 par value per share.
4. The preferences, qualifications, limitations, restrictions, and
special or relative rights of the classes of stock of the corporation are as
follows:
(a) AUTHORIZED SERIES OF SERIES PREFERRED STOCK - The Series
Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series of Series Preferred
Stock, with such distinctive serial designations as shall be
stated and expressed herein or in resolution or resolutions
providing for the issuance of such stock from time to time
adopted by the Board of Directors; and in such resolution or
resolutions providing for the issuance of shares of each
particular series the Board of Directors is expressly authorized
to fix (i) the annual dividend rate for such series, the dividend
payment dates and the dates from which dividends on all shares of
such series issued prior to the record date for the first
dividend shall be cumulative; (ii) the redemption price or prices
and the terms of redemption for such series; (iii) the rights, if
any, of the holders of shares of such series to convert such
shares into other classes of stock of the corporation, and the
terms and conditions of such conversions; (iv) the maximum number
of shares of each such series issuable; (v) the amount of stated
capital for the shares of such series; (vi) the amount payable on
shares of such series in the event of any dissolution,
liquidation or winding up of the affairs of this corporation,
which shall not be greater than the designated stated capital for
such series; (vii) the voting powers, full or limited, if any,
for such series; and (viii) any other preferences, limitations
and relative rights which are not inconsistent with the
provisions of this Article.
Any shares of the Series Preferred Stock of any one series may be
different from the shares of any or all other series if so
determined by the Board of Directors, except as provided in this
Article.
If and whenever, from time to time, the Board of Directors shall
determine to issue Series Preferred Stock of any series not then
established, it shall, prior to the issuance of any such series,
cause provisions with respect to such series to be set forth in a
certificate signed and verified by the President or a Vice
President, and countersigned by the Secretary or an Assistant
Secretary of the corporation, which certificate shall be filed
with the Secretary of State of Missouri, and otherwise dealt with
as in the case of Articles of Incorporation under the laws of the
State of Missouri.
(b) DIVIDENDS - The holders of Series Preferred Stock shall be
entitled to receive, if, when and as declared by the Board of
Directors, out of any funds legally available therefor,
cumulative cash dividends in the case of each series at the
annual rate for such series theretofore fixed by the Board of
Directors as hereinabove provided, and no more,
<PAGE>
payable on such dates as shall be fixed for such series and such
dividends shall be cumulative, in the case of all shares of each
particular series, from such date or dates as the Board of
Directors shall determine.
Unpaid dividends with respect to Series Preferred Stock shall not
bear interest but shall be a charge against the net earnings of
the corporation.
The holders of Common Stock shall be entitled to receive
dividends, if, when and as declared by the Board of Directors,
out of any funds legally available therefor. However, no
dividends shall be declared or paid on any shares of Common Stock
unless and until all dividends on the Series Preferred Stock for
all past dividend periods and the then current dividend period
shall have been declared and paid or a sum sufficient for the
payment thereof set apart.
(c) REDEMPTION - If so set forth in the applicable resolution of the
Board of Directors as hereinabove provided, the corporation may
at such time as set forth in the applicable resolution, at the
option of the Board of Directors, expressed by resolution, call
for retirement or purchase the whole or any part of the Series
Preferred Stock at the time outstanding, or the whole or any part
of any series thereof, upon thirty (30) days' written notice to
the holders thereof, by paying or providing for the payment in
cash of the redemption price or the respective redemption prices
theretofore fixed by the Board of Directors as hereinabove
provided. If less than all of the shares of the Series Preferred
Stock, or the shares of any particular series thereof, at the
time outstanding are retired, the Board of Directors shall
determine the manner in which the stock to be retired is to be
selected.
(d) LIQUIDATION - Upon any liquidation or dissolution of the
corporation, whether voluntary or otherwise, before any
distribution or payment shall be made to the holders of Common
Stock, the holders of Series Preferred Stock shall be entitled to
receive the amount of stated capital fixed by the Board of
Directors on their respective series as hereinabove provided, or
such liquidation preference as the Board of Directors shall have
fixed with regard to their respective series as hereinabove
provided, whichever shall be the lesser amount, plus all
accumulated unpaid dividends thereon. If and when there shall
have been paid to the holders of Series Preferred Stock upon such
liquidation or dissolution, the full liquidation preference,
stated capital or par value, as the case may be, of such shares,
together with accumulated unpaid dividends thereon, then the
remaining assets shall be divided equally per share among the
then holders of Common Stock of the corporation at the time
outstanding.
(e) VOTING RIGHTS - Each share of Common Stock shall be entitled to
one vote on any and all matters presented to the stockholders of
the corporation for their consideration. Each share of Series
Preferred Stock shall be entitled to such voting powers, full or
limited, as expressly provided by the Board of Directors as
hereinabove set forth. The holders of any series of Series
Preferred Stock shall not have any right to vote their shares as
a class unless such right is expressly provided by the Board of
Directors as hereinabove set forth or otherwise required by law.
All shares of the Series Preferred Stock ($1 par value) of any
one series shall have identical voting rights with each other in
all respects.
(f) PRE-EMPTIVE RIGHTS - No holder of shares of any class shall be
entitled, as such holder, as a matter of right, to subscribe for
or purchase any part of any issue of stock or of securities of
the corporation convertible into stock, of any class whatsoever,
whether now or hereafter authorized.
2
<PAGE>
5. The names and places of residence of the several original
shareholders of the Company, and the number of shares subscribed by each, are as
follows:
Judson M. Bemis, Colorado Springs, Colorado 2,380 shares
Stephen A. Bemis, St. Louis, Missouri 100 shares
J. G. Marriott, St. Louis, Missouri 10 shares
Chester Simmons, Minneapolis, Minnesota 10 shares
Alice C. Bemis, Colorado Springs, Colorado 1,000 shares
6. The number of directors of this corporation shall be fixed by, or
in the manner provided in, the By-Laws, and any changes shall be reported to the
Secretary of State of the State of Missouri within thirty (30) days of such
change.
7. The duration of said corporation shall be perpetual.
8. The purposes of this corporation shall be to conduct or engage in
any lawful business activity within or outside of the United States which, in
the judgment of the Board of Directors, will be of benefit to this corporation
and to do any and all things necessary and proper for the carrying out of any
such activity.
9. The Board of Directors of this corporation shall have power to
make, alter, amend or repeal By-Laws of the corporation, not inconsistent with
the Articles of Incorporation of the corporation or with the laws of the State
of Missouri, for the administration and regulation of the affairs of the
corporation, but By-Laws made by the Board of Directors may be altered or
repealed by the stockholders.
10. (a) Whether or not a vote of stockholders is otherwise required,
the affirmative vote of the holders of not less than 80 percent of the
outstanding shares of "Voting Stock" (as hereinafter defined) of the corporation
shall be required for the approval or authorization of any "Business
Transaction" (as hereinafter defined) with a "Related Person" (as hereinafter
defined) or any Business Transaction in which a Related Person has an interest
(except proportionately as a stockholder of the corporation); provided, however,
that such 80 percent voting requirement shall not be applicable if:
(i) The "Continuing Directors" (as hereinafter defined) of the
corporation by a majority vote have expressly approved the Business Transaction;
or
(ii) The Business Transaction is a merger of consolidation, on
sale of all or substantially all of the assets of the corporation, and the cash,
or fair market value of the property, securities or other consideration to be
received (as hereinafter defined) per share by holders of Common Stock of the
corporation (other than the Related Person) in the Business Transaction is an
amount at least equal to the "Highest Purchase Price" (as hereinafter defined).
(b) For the purpose of this Article 10:
(i) The term "Business Transaction" shall mean (A) any merger or
consolidation involving the corporation or a subsidiary of the corporation, (B)
any sale, lease, exchange, transfer or other disposition (in one transaction or
a series of transactions), including without limitation a mortgage or any other
security device, of all or any "Substantial Part" (as hereinafter defined) of
the assets of the corporation or a subsidiary of the corporation, (C) any sale,
lease, exchange, transfer or other disposition (in one transaction or a series
of transactions) of all or any Substantial Part of the assets of a Related
Person to the corporation or a subsidiary of the corporation, (D) the issuance,
sale, exchange, transfer or other disposition of any securities of the
corporation or a subsidiary of the corporation by the corporation or a
subsidiary of the corporation, (E) any recapitalization or reclassification or
other transaction that would have the effect of increasing the proportionate
voting power of a Related Person, (F) any liquidation, spinoff, splitoff,
splitup or dissolution of the corporation, and (G) any agreement, contract,
arrangement or understanding providing for any of the transactions described in
this definition of Business Transaction.
3
<PAGE>
(ii) The term "Related Person" shall mean and include (A) any
individual, corporation, association, partnership or other person or entity
which, together with its Affiliates and Associates (both as hereinafter
defined), "beneficially owns" (as defined on March 1, 1983 in Rule 13d-3 under
the Securities Exchange Act of 1934 and in subparagraph (b)(vii) hereof) in the
aggregate 20 percent or more of the outstanding Voting Stock of the corporation,
and (B) any Affiliate or Association (other than the corporation or a
wholly-owned subsidiary of the corporation) of any such individual, corporation,
partnership or other person or entity. Two or more persons or entities acting
as a syndicate or group, or otherwise, for the purpose of acquiring, holding or
disposing of Voting Stock of the corporation shall be deemed a "person".
(iii) The term "Highest Purchase Price" shall mean the
highest amount of consideration paid by the Related Person for a share of Common
Stock of the corporation at any time while such person or entity was a Related
Person or in the transaction which resulted in such person or entity becoming a
Related Person; provided, however, that the Highest Purchase Price shall be
appropriately adjusted to reflect the occurrence of any reclassification,
recapitalization, stock split, reverse stock split or other readjustment in the
number of outstanding shares of Common Stock of the corporation, or the
declaration of a stock dividend thereon, between the last date upon which the
Related Person paid the Highest Purchase Price and the effective date of the
merger or consolidation or the date of distribution to stockholders of the
corporation of the proceeds from the sale of all or substantially all of the
assets of the corporation.
(iv) The term "Affiliate", used to indicate a relationship with a
specified person or entity, shall mean a person or entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person or entity specified.
(v) The term "Associate", used to indicate a relationship with a
specified person or entity, shall mean (A) any entity of which such specified
person or entity is an officer or partner or is, directly or indirectly, the
beneficial owner of 10 percent or more of any class of equity securities, (B)
any trust or other estate in which such specified person or entity has a
substantial beneficial interest or as to which such specified person or entity
serves as trustee or in a similar fiduciary capacity, (C) any relative or spouse
of such specified person, or any relative of such spouse, who has the same home
as such specified person or who is a director or officer of the corporation or
any of its subsidiaries, and (D) any person who is a director or officer of such
specified entity or any of its parents or subsidiaries (other than the
corporation or a wholly-owned subsidiary of the corporation).
(vi) The term "Substantial Part" shall mean 20 percent or more of
the fair market value of the total assets of the person or entity in question,
as reflected on the most recent balance sheet of such person or entity existing
at the time the stockholders of the corporation would be required to approve or
authorize the Business Transaction involving the assets constituting any such
Substantial Part.
(vii) Any shares of capital stock of the corporation that a
Related Person has the right to acquire pursuant to any agreement, contract,
arrangement or understanding, or upon exercise of any conversion right, warrant
or option, or otherwise, shall be deemed beneficially owned by the Related
Person.
(viii) For the purposes of subparagraph (a)(ii) hereof, the
term "other consideration to be received" shall include without limitation
Common Stock of the corporation retained by its existing stockholders other than
the Related Person referred to in such subparagraph in the event of a Business
Transaction in which the corporation is the surviving corporation.
(ix) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the corporation entitled to vote generally in the election of
directors, considered as one class, and each reference to a proportion of shares
of Voting Stock shall refer to such proportion of the votes entitled to be cast
by such shares.
(x) The term "Continuing Director" shall mean a director who was
a member of the Board of Directors of the corporation on March 1, 1983; provided
that any person becoming a director subsequent to March 1, 1983 whose election,
or nomination for election by the corporation's stockholders, was
4
<PAGE>
approved by a vote of at least a majority of the Continuing Directors shall
be considered as though he or she were a director on March 1, 1983.
(c) For the purposes of this Article 10, a majority of the Continuing
Directors shall have the power to make a good faith determination, on the basis
of information known to them, of: (i) the number of shares of Voting Stock that
any person or entity beneficially owns, (ii) whether a person or entity is an
Affiliate or Associate of another, (iii) whether a person or entity has an
agreement, contract, arrangement or understanding with another as to the matters
referred to in subparagraph (b)(i)(G) or (b)(vii) hereof, (iv) whether the
assets subject to any Business Transaction constitute a Substantial Part, (v)
whether any Business Transaction is one in which a Related Person has an
interest (except proportionately as a stockholder of the corporation), and (vi)
such other matters with respect to which a determination is required under this
Article 10.
(d) The provisions set forth in this Article 10, including this
paragraph (d), may not be repealed or amended in any respect unless such action
is approved by the affirmative vote of the holders of not less than 80 percent
of the outstanding shares of Voting Stock of the corporation.
5
<PAGE>
EXHIBIT B
BEMIS COMPANY, INC.
1997 EXECUTIVE OFFICER PERFORMANCE PLAN
1. PURPOSE. The purpose of the Bemis Company, Inc. 1997 Executive
Officer Performance Plan (the "Plan") is to provide incentives to the executive
officers of Bemis Company, Inc. (the "Company") to produce a superior return to
the shareholders of the Company and to encourage such executive officers to
remain in the employ of the Company. Amounts paid pursuant to the Plan are
intended to qualify as performance-based compensation within the meaning of
Section 162(m) of the Internal Revenue Code, as amended (the "Code").
2. DEFINITIONS.
2.1 The terms defined in this section are used (and capitalized)
elsewhere in the Plan.
a. "Award" means an award payable to a Participant pursuant to
Section 4 hereof.
b. "Board" means the Board of Directors of the Company.
c. "Committee" means the Compensation Committee of the Board, or
such other Board committee as may be designated by the Board to administer
the Plan.
d. "Effective Date" means the date specified in Section 5.
e. "Eligible Employees" means any executive officer of the Company
as defined under the Exchange Act.
f. "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
g. "Participant" means an Eligible Employee designated by the
Committee to participate in the Plan for a designated Performance Period.
h. "Performance Period" means the Company's fiscal year (January 1
to December 31), or such shorter or longer period designated by the
Committee, performance during all or part of which determined a
Participant's entitlement to receive payment of an Award.
2.2 GENDER AND NUMBER. Except when otherwise indicated by context,
reference to the masculine gender shall include, when used, the feminine
gender and any term used in the singular shall also include the plural.
3. ADMINISTRATION.
3.1 AUTHORITY OF COMMITTEE. The Committee shall administer the Plan.
The Committee's interpretation of the Plan and of any Awards made under the
Plan shall be final and binding on all persons with an interest therein.
The Committee shall have the power to establish rules to administer the
Plan and to change such rules.
3.2 INDEMNIFICATION. To the full extent permitted by law, (i) no
member of the Committee shall be liable for any action or determination
taken or made in good faith with respect to the Plan or any Award made
under the Plan, and (ii) the members of the Committee shall be entitled to
indemnification by the Company with regard to such actions.
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4. AWARDS.
4.1 ALLOCATION OF AWARDS. Within 90 days following the commencement
of each Performance Period, the Committee may select such Eligible
Employees as it deems appropriate for participation in the Plan. Eligible
Employees selected for participation will be entitled to receive an award
of bonus compensation based on the attainment of performance targets
selected by the Committee in writing and consisting of one or any
combination of two or more of net earnings; earnings before income taxes;
earnings before interest and income taxes; earnings per share; sales
growth; return on invested capital; return on sales; return on equity;
economic value added; and/or total shareholder return. Any such targets
may relate to one or any combination of two or more of corporate, group,
unit, division, affiliate or individual performance.
4.2 MAXIMUM AMOUNT OF AWARDS. The maximum individual Award pursuant
to this Plan for any fiscal year shall not exceed the lesser of 200% of the
Participant's annual base salary or $1,500,000.
4.3 ADJUSTMENTS. The Committee is authorized at any time during or
after a Performance Period, in its sole and absolute discretion, to reduce
or eliminate an Award payable to any Participant for any reason, including
changes in the position or duties of any Participant with the Company or
any subsidiary of the Company during the Performance Period, whether due to
any termination of employment (including death, disability, retirement, or
termination with or without cause) or otherwise. No reduction in an Award
made to any Participant shall increase the amount of the Award to any other
Participant.
4.4 PAYMENT OF AWARDS. Following the completion of each Performance
Period, the Committee shall certify in writing the degree to which the
performance targets were attained and the Awards payable to Participants.
Each Participant shall receive payment in cash of his Award as soon as
practicable following the determination in respect thereof made pursuant to
this Section 4.4.
5. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective as of
January 1, 1997; provided that the Plan is approved and ratified by the
shareholders of the Company at a meeting thereof held no later than May 31,
1997. The Plan shall remain in effect until it has been terminated pursuant to
Section 8.
6. RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan shall confer upon
any Participant the right to continue in the employment of the Company or any
subsidiary of the Company or affect any right which the Company or any
subsidiary of the Company may have to terminate the employment of a Participant
with or without cause.
7. TAX WITHHOLDING. The Company shall have the right to withhold from
cash payments under the Plan to a Participant or other person an amount
sufficient to cover any required withholding taxes.
8. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may at
any time terminate, suspend or modify the Plan and the terms and provisions of
any Award theretofore awarded to any Participant which has not been paid.
Amendments are subject to approval of the shareholders of the Company only if
such approval is necessary to maintain the Plan in compliance with the
requirements of Section 162(m) of the Code, its successor provisions or any
other applicable law or regulation. No Award may be granted during any
suspension of the Plan or after its termination.
9. UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not
be required to segregate any assets that may at any time be represented by
Awards under the Plan.
10. OTHER BENEFIT AND COMPENSATION PROGRAMS. Neither the adoption of the
Plan by the Board nor its submission to the shareholders of the Company shall be
construed as creating any limitation on the power of the Board to adopt such
other incentive arrangements as it may deem necessary. Payments received by a
Participant under an Award made pursuant to the Plan shall not be deemed a part
of a Participant's regular recurring
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compensation for purposes of the termination, indemnity or severance pay law
of any country and shall not be included in, nor have any effect on, the
determination of benefits under any other employee benefit plan, contract or
similar arrangement provided by the Company or any subsidiary of the Company
unless expressly so provided by such other plan, contract or arrangement, or
unless the Committee expressly determines that an Award or portion of an
Award should be included to accurately reflect competitive compensation
practices or to recognize that an Award has been made in lieu of a portion of
the competitive cash compensation.
11. GOVERNING LAW. To the extent that Federal laws do not otherwise
control, the Plan and all determinations made and actions taken pursuant to the
Plan shall be governed by the laws of Minnesota and construed accordingly.
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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 14, 1997, at the Annual
Meeting of Stockholders to be held on May 1, 1997.
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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
Robert A. Greenkorn, Robert F. Minarik, Winston H. Baxton
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
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2. To amend and restate the Restated Articles of Incorporation.
/ / FOR / / AGAINST / / ABSTAIN
3. To approve the Bemis Company, Inc. 1997 Executive Officer Performance Plan.
/ / FOR / / AGAINST / / ABSTAIN
4. To vote upon ratification of the appointment of Price Waterhouse LLP as independent auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
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5. To transact such other business as may properly come before the meeting.
6. 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 14, 1997 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: ---------------------------------,
1997
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Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
