<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
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/ 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LETTERHEAD]
March 26, 1999
Dear Stockholders:
This year we are holding the Annual Meeting of Bemis Company, Inc. in a new
location: The Auditorium of the Lutheran Brotherhood Building, 625 Fourth
Avenue South, Minneapolis, Minnesota. The meeting will be held on Thursday,
May 6, 1999, at 9:00 a.m. You are cordially invited to attend. There will be
a report on Bemis results in 1998 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 attend the meeting, please take the
time to vote your proxy.
On behalf of the Board of Directors and all Bemis employees, thank you for
your continued support of, and confidence in, the Bemis Company.
Sincerely,
/s/ John H. Roe, III
John H. Roe, III
Chairman and Chief Executive Officer
<PAGE>
BEMIS COMPANY, INC.
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD MAY 6, 1999
The Annual Meeting of Stockholders of Bemis Company, Inc. will be held in the
Auditorium of the Lutheran Brotherhood Building, 625 Fourth Avenue South,
Minneapolis, Minnesota, on Thursday, May 6, 1999, at 9:00 a.m., Central
Daylight Time, for the following purposes:
1. To elect three directors for a term of three years.
2. To vote on ratification of the appointment of
PricewaterhouseCoopers 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 19, 1999, 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 26, 1999
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 6, 1999
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 6, 1999. 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, by telecopy, by internet, 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 at a total anticipated cost of
approximately $6,500.
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 26, 1999.
RECORD DATE, OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
Only stockholders of record at the close of business March 19, 1999, will be
entitled to vote at the meeting. On March 1, 1999, the Company had outstanding
52,311,314 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 2002. 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 2002.
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
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<PAGE>
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.
OWNERSHIP OF THE COMPANY'S SECURITIES
The only person known to the Company to beneficially own as of March 1, 1999,
more than 5 percent of the outstanding Common Stock of the Company is set forth
in the following table.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING SHARES
- ---------------- ------------------ ------------------
<S> <C> <C>
U.S. Bancorp 4,207,632 (1) 8.04%
601 Second Avenue South
Minneapolis, MN 55402
</TABLE>
(1) Based on information as of December 31, 1998, contained in a Form 13G filed
by such beneficial owner with the Securities and Exchange Commission. This
includes 2,702,954 shares held as Trustee of the Bemis Investment Incentive
Plan 401(k).
Set forth below is certain information regarding the beneficial ownership of
Common Stock of the Company as of March 1, 1999, 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 *
Jeffrey H. Curler 704,731 (3) 1.34%
Benjamin R. Field 285,425 *
Robert A. Greenkorn 40,000 *
Scott W. Johnson 155,391 *
Loring W. Knoblauch 8,212 *
Nancy Parsons McDonald 300,288 (4) *
Robert F. Mlnarik 353,416 *
Roger D. O'Shaughnessy 10,000 *
Edward N. Perry 52,840 *
John H. Roe 1,360,028 (5) 2.60%
Thomas L. Sall 145,320 *
C. Angus Wurtele 10,000 *
All directors and executive officers as a
group (16 persons) 3,631,513 6.94%
</TABLE>
*LESS THAN 1 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 (271,039 shares); Benjamin R. Field (127,438 shares);
Scott W. Johnson (101,295 shares); Loring W. Knoblauch (5,000 shares);
Nancy Parsons McDonald (5,000 shares); Robert F. Mlnarik (174,363 shares);
Roger D. O'Shaughnessy
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<PAGE>
(5,000 shares); Edward N. Perry (5,000 shares); John H. Roe (309,258
shares); Thomas L. Sall (63,548 shares); C. Angus Wurtele (5,000
shares); and all directors and executive officers as a group (1,178,473
shares). Also includes grants under the 1984 Bemis Stock Award Plan made
subject to restrictions which have not as yet lapsed to Robert F.
Mlnarik (50,000 shares); Thomas L. Sall (20,000 shares) and to all
executive officers as a group (87,000 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 (20,721
shares); Benjamin R. Field (13,008 shares); Scott W. Johnson (13,008
shares); Robert F. Mlnarik (18,933 shares); John H. Roe (33,882 shares);
Thomas L. Sall (3,672 shares); and all directors and executive officers as
a group (113,687 shares). Also includes grants under the Company's Time
Accelerated Restricted Stock Award Program (TARSAP) as follows: Jeffrey H.
Curler (14,897 shares); Benjamin R. Field (32,275 shares); Scott W. Johnson
(6,455 shares); John H. Roe (24,331 shares); Thomas L. Sall (9,310 shares);
all executive officers as a group (96,058 shares). Also includes shares
held by the Trustee of the Bemis Investment Incentive Plan as follows:
Jeffrey H. Curler (11,435 shares); Benjamin R. Field (10,857 shares); Scott
W. Johnson (1,470 shares); Robert F. Mlnarik (5,798 shares); John H. Roe
(14,495 shares); Thomas L. Sall (5,930 shares); and all directors and
executive officers as a group (59,343 shares).
(3) Includes 107,865 shares in a trust of which Mr. Curler is a co-trustee.
(4) Includes 164,066 shares in trusts in which Mrs. McDonald has a beneficial
interest.
(5) Includes 320,000 shares in a trust of which Mr. Roe is co-trustee, 72,414
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.
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 2002 and will serve until their successors have been
duly elected and qualified.
DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2002
JOHN H. ROE, 59 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 is also a director
of the Andersen Window Company. He is Chair of the Executive and Finance
Committee.
EDWARD N. PERRY, 52 Director Since 1992
Mr. Perry has been engaged in the private practice of law in the Boston,
Massachusetts area since 1982 and has been a partner at Perkins, Smith & Cohen,
LLP since 1990. He is a member of the Audit Committee, the Community Relations
Committee and the Nominating Committee.
LORING W. KNOBLAUCH, 57 Director Since 1993
Mr. Knoblauch became President and Chief Executive Officer of Talon Automated
Equipment Company in 1997. Talon is a manufacturer of food processing equipment.
From 1994 to 1997, Mr. Knoblauch was President-International of Hubbell
Incorporated a manufacturer of electrical products for the construction industry
and electric power companies. From 1974 to 1994, he was an executive with
Honeywell, Inc., a provider of control components, products, systems and
services. He is Chair of the Audit Committee and a member of the Nominating
Committee.
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<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 2000
ROBERT A. GREENKORN, 70 Director Since 1984
Professor Greenkorn became the R. Games Slayter Distinguished Professor of
Chemical Engineering at Purdue University and Vice President of the Purdue
University Research Foundation in 1995. 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 Committee,
the Community Relations Committee and the Nominating Committee.
ROBERT F. MLNARIK, 58 Director Since 1992
Mr. Mlnarik is Vice Chairman of the Company, a position he has held since 1996.
Since 1987 he has also served as Chief Executive Officer of Morgan Adhesives
Company, a subsidiary of the Company. He is a member of the Executive and
Finance Committee.
WINSLOW H. BUXTON, 59 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 and a director of the Toro Company
since February 1998. He is Chair of the Compensation Committee and a member of
the Executive and Finance Committee and the Nominating Committee.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
NANCY PARSONS McDONALD, 60 Director Since 1982
Mrs. McDonald is a director of Hillcrest Corporation, a position she has held
for more than the past five years. She is Chair of the Community Relations
Committee and a member of the Audit Committee and the Nominating Committee.
JEFFREY H. CURLER, 48 Director Since 1992
Mr. Curler is President of the Company, a position he has held since 1996, and
Chief Operating Officer, a position he has held since 1998. From 1982 to 1995 he
served as President of Curwood, Inc., a subsidiary of the Company. Mr. Curler is
also a director of Valspar Corporation and is a member of the Executive and
Finance Committee.
C. ANGUS WURTELE, 64 Director Since 1994
Mr. Wurtele is a director of Valspar Corporation, General Mills, Inc. and I.D.S.
Mutual Funds Group. He is a member of the Compensation Committee, the Executive
and Finance Committee and is Chair of the Nominating Committee.
ROGER D. O'SHAUGHNESSY, 55 Director Since 1997
Mr. O'Shaughnessy is President and Chief Executive Officer of Cardinal IG
Company, a private manufacturer of glass, including insulating glass units for
window manufacturers. He has held this position for more than the past five
years. He is a member of the Compensation Committee, the Executive and Finance
Committee and the Nominating Committee.
COMPENSATION OF DIRECTORS
Each director who is not an officer of the Company is paid an annual fee of
$40,000. The chairs of the Committees of the Board receive an additional $2,500.
Under the Company's Long-Term Deferred Compensation Plan, directors may defer
all, or a part of, their compensation and four directors elected to do so in
1998. 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 with an exercise price
equal to the market value on the date of grant. Each such
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<PAGE>
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 for attending
meetings or for any other reason 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 during the year ended December 31,
1998. All directors except Mr. Mlnarik attended at least 75 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 1998. 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 1998. 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 1998. 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 1998. 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 1998. 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 10
percent of the Company's Common Stock file initial reports of ownership of
the Company's Common Stock and changes in such ownership with the Securities
and 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 1998
and on written representations from the Company's directors and executive
officers, all required reports were filed on a timely basis during 1998.
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<PAGE>
CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS
During 1998, the Company's subsidiaries, Curwood, Inc. ("Curwood") Banner
Packaging, Inc. ("Banner") and Milprint, Inc., purchased, at market
competitive prices, approximately $5,227,000 of cores, pallets and
miscellaneous packaging supplies from Centracor, Inc. Centracor also acts as
a distributor for Curwood and in 1998, purchased $246,000 of product from
Curwood. Centracor is owned by Michael Curler, brother of Jeffrey H. Curler.
During 1998, the Company's subsidiaries, Curwood, Banner and Perfecseal
Mankato Corporation, purchased, at market competitive prices, approximately
$6,124,000 of rigid film, miscellaneous packaging supplies and laminator and
rewinder time from Pacur, Inc. Ron Johnson, brother-in-law of Jeffrey H.
Curler, is President of Pacur, Inc.
During 1998, the Company's subsidiary Curwood purchased, at market
competitive prices, approximately $154,000 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, PricewaterhouseCoopers LLP conducted a review of the above
transactions. Based on PricewaterhouseCoopers 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.
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
five other most highly compensated executive officers during the last three
years.
SUMMARY COMPENSATION TABLE
AS OF DECEMBER 31, 1998
-----------------------
<TABLE>
<CAPTION>
ANNUAL LONG-TERM COMPENSATION
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 1998 $600,000 $279,000 --- --- --- $11,764
Chief Executive Officer 1997 560,000 347,424 --- --- $3,524,800 11,675
1996 525,000 531,563 --- 81,777 --- 11,675
Jeffrey H. Curler 1998 $440,000 $184,140 --- --- --- $6,520
President 1997 400,000 223,344 --- 75,000 $1,762,400 6,431
1996 375,000 329,906 --- 45,432 --- 6,373
Robert F. Mlnarik 1998 $410,000 $158,875 50,000 --- --- $7,425
Vice Chairman 1997 375,000 293,875 --- --- $1,762,400 11,550
1996 350,000 295,313 --- 45,432 --- 11,400
Scott W. Johnson 1998 $300,000 $136,594 --- --- --- $5,427
Senior Vice President 1997 275,000 133,645 --- --- $881,200 5,120
1996 255,000 202,247 --- 31,113 --- 4,933
Benjamin R. Field 1998 $300,000 $120,203 --- --- --- $14,972
Senior Vice President 1997 275,000 133,645 --- --- $440,600 9,970
1996 255,000 202,247 --- 81,777 --- 9,407
Thomas L. Sall 1998 $300,000 $150,253 --- --- --- $7,805
Vice President 1997 242,000 132,526 --- 50,000 $440,600 7,231
1996 175,000 122,497 --- --- --- 5,861
</TABLE>
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<PAGE>
(1) Includes, for the years indicated, performance bonuses earned pursuant to
the Bemis Executive Incentive Plan or for Mr. Sall for 1996 only pursuant
to the Curwood Bonus Plan. See "Report of the Compensation Committee"
herein. Mr. Mlnarik's 1997 bonus amount includes an additional bonus of
$100,000 based on his contribution to the Company's efforts in preparing
for, and selling, its packaging machinery operations.
(2) Until 1991, executive officers regularly participated in a broadly based
Restricted Stock Award Program which was not performance based.
Non-executive officers participated both before and after 1991. Mr.
Mlnarik participated in the program in 1998 and received 50,000 shares
which had an aggregate value of $2,146,875 on the date of grant based on
the Company's closing market price on that date. Grantees receive the
stock upon the expiration of the restrictive period (usually six years).
The payout amounts shown above for 1997 were for awards made in late
1991. 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, 1998, 183 grantees (including Mssrs.
Mlnarik and Sall) held grants for 907,307 shares of restricted stock that
was not performance based with an aggregate value of $34,420,959.31,
based on the Company's closing market price on such date. The six named
executive officers also hold performance based restricted stock awards as
described in "Long-Term Incentive Plans-Awards in 1998" herein. 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 1998: John H. Roe $8,550 and $3,214; Jeffrey H.
Curler $3,306 and $3,214; Robert F. Mlnarik $4,125 and $3,300; Scott W.
Johnson $2,212 and $3,214; Benjamin R. Field $11,759 and $3,214; and
Thomas L. Sall $4,680 and $3,125.
STOCK OPTIONS
No stock options were granted to any of the executive officers in 1998.
AGGREGATED YEAR END OPTION VALUES
---------------------------------
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS (1)
------------------- ------------------------
PRESENTLY NOT PRESENTLY PRESENTLY NOT PRESENTLY
EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
John H. Roe 346,594 27,259 $6,800,245 $153,332
Jeffrey H. Curler 159,219 15,144 2,882,774 85,185
Robert F. Mlnarik 159,219 15,144 2,882,774 85,185
Scott W. Johnson 81,531 10,371 1,333,218 58,337
Benjamin R. Field 71,531 10,371 989,479 58,337
Thomas L. Sall 16,667 33,333 -0- -0-
</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, 1998 ($37.9375 per share) and the exercise price of the
options.
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<PAGE>
LONG-TERM INCENTIVE PLANS-AWARDS IN 1998
----------------------------------------
<TABLE>
<CAPTION>
ESTIMATED FUTURE
PAYOUTS UNDER NON-STOCK
NUMBER OF SHARES, PERFORMANCE OR PRICE-BASED PLANS (# OF SHARES)
UNITS OR OTHER OTHER PERIOD UNTIL -------------------------------
NAME RIGHTS GRANTED MATURATION OR PAYOUT THRESHOLD (1) MAXIMUM (1)
- ---- -------------- -------------------- ------------- -----------
<S> <C> <C> <C> <C>
John H. Roe 9,416 Six Years 4,708 9,416
Jeffrey H. Curler 6,215 Six Years 3,108 6,215
Robert F. Mlnarik 5,341 Six Years 2,671 5,341
Scott W. Johnson 3,672 Six Years 1,836 3,672
Benjamin R. Field 21,758 Six Years 10,879 21,758
</TABLE>
(1) Grantees of performance based restricted stock awards under the 1994 Bemis
Stock Incentive Plan ("Awards") are eligible to receive all of the shares
upon the expiration of a six-year restrictive period assuming the Company's
achievement of combined annualized sales and earnings per share growth over
the six-year performance period. At a designated minimum percentage of
combined annualized sales and earnings per share growth, grantees receive
50 percent of their Awards, however, there is no assurance that this
threshold will be met. If it is not met there will be no payout of the
award. Grantees receive an increasing pro rata share of their Awards for
growth from the designated minimum percentage to the designated target
percentage, at which point they receive 100 percent of their Awards. During
the restrictive period, grantees receive payments equal to the dividends
which would have been paid if the underlying stock had been distributed.
See "Report of the Compensation Committee" herein.
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 executive compensation policies and setting the total compensation
for all officers, including the most highly compensated officers named in the
accompanying tables. Since 1989, the Committee has utilized the services of the
firm of Towers Perrin as compensation consultants. The following report
describes the Company's executive compensation philosophy and programs. It also
discusses the factors considered by the Committee in determining the
compensation of the Company's Chief Executive Officer and the other officers for
1998 and the changes the Committee has implemented for 1999 and beyond.
PHILOSOPHY
The Company's executive compensation philosophy has remained the same for
several years: to attract, retain and motivate a top quality, experienced,
performance-oriented senior management team. The officer compensation program is
designed to help meet 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.
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<PAGE>
- - 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 IN 1998
In 1995, as part of Towers Perrin's comprehensive review of the Company's
executive compensation philosophy and programs, 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 included 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) 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 which have
remained substantially constant through 1998.
The target total cash compensation (salary plus bonus) for officers, including
the Chief Executive Officer, was set at the fiftieth percentile of equivalent
positions for the comparison companies. The 1998 bonus opportunity for the Chief
Executive Officer was 60 percent of salary at target performance which was set
at 8 percent improvement in earnings per share over 1997. The bonus opportunity
for other officers ranged from 30 to 54 percent. Additionally, the bonus would
be increased 10 percent if net sales increased by 10 percent. The Committee also
reserved the right to increase or decrease bonuses for the Chief Executive
Officer and all other officers by up to 50 percent based on individual
performance. The Committee believed this bonus opportunity for 1998 was
appropriate and competitive.
The Committee's study of comparative companies in 1995 also reinforced its
commitment to provide incentives for management to seek long-term growth for the
Company. Thus, the Committee decided to grant stock options to officers every
three years and performance based restricted stock awards annually. Accordingly
during 1998, no stock options were granted to Mr. Roe or any other officer of
the Company, but performance based stock awards for 9,416 shares were made to
Mr. Roe as of January 1, 1998, and in lesser amounts to the other officers. See
"Long-Term Incentive Plans-Awards in 1998", herein.
PROGRAM CHANGES EFFECTIVE IN 1999
As a part of their 1998 comprehensive review, Towers Perrin evaluated all of the
Company's officer positions and compensation compared to the Company's
compensation philosophy and guiding principles as well as competitive
compensation practices. On the basis of their analysis, Towers Perrin reported
several findings to the Committee. First, the Company's base salaries were
generally appropriate except for the Chief Executive Officer whose salary was
somewhat below equivalent positions at comparable companies. Second, bonuses for
all officers were low based on corporate performance and program objectives.
Third, long-term incentive compensation was significantly below the market for
all officer positions.
The Committee reviewed the Towers Perrin report and met with Towers Perrin to
discuss their findings. The Committee then agreed on the following changes to
officer compensation:
-9-
<PAGE>
ANNUAL COMPENSATION COMPONENT
The target total cash compensation (salary plus bonus) for officers was left at
the fiftieth percentile of comparable companies. This required changing the
Chief Executive Officer's compensation to increase both salary and bonus
opportunity. Salaries and bonus opportunities for the other officers were
increased by lesser amounts. The targeted improvement in earnings per share over
1998 necessary to achieve a 100 percent bonus payout was set at 8 percent and
the sales increase required to receive a 10 percent bonus increase was set at 8
percent. The Committee again reserved the right to increase or decrease any
officers bonus by up to 50 percent based on individual performance.
LONG-TERM COMPONENT
In evaluating long-term programs, Towers Perrin's analysis demonstrated that the
Company's programs were not adequately achieving the objectives sought and were
significantly behind the market for all levels of corporate performance. On
Towers Perrin's recommendation, the Committee acted in 1998, to: (i) increase
the levels of long-term incentive awards to better reflect competitive levels;
(ii) replace the existing performance based restricted stock award plan with a
more traditional Time Accelerated Restricted Stock Award Program (TARSAP) having
a three-year performance component, and; (iii) to award stock option grants
annually. The Committee determined that a mix of 65 percent TARSAP and 35
percent stock options would be an appropriate mix. This program was implemented
effective as of January 1, 1999.
MR. ROE'S COMPENSATION FOR 1998 AND 1999
Mr. Roe's base salary was increased effective January 1, 1999 to $700,000 from
$600,000, which was his salary throughout 1998. Mr. Roe received a bonus of
$279,000, in February 1999, with respect to his efforts in 1998 (compared with a
bonus of $347,424 the previous year). The bonus paid to Mr. Roe was the direct
result of the Company increasing its earnings per share by 6 percent over 1997,
and achieving results which, in the Compensation Committee's judgment, warranted
the bonuses paid to Mr. Roe and the other officers. As of January 1, 1999, the
Committee granted Mr. Roe a TARSAP for 24,331 shares. Receipt of some of the
shares in three years is conditioned upon the Company achieving a three-year EPS
growth and a return on total capital according to a matrix. Shares not earned in
the three-year period will be paid out to Mr. Roe at the end of five years,
assuming his continued employment with the Company. Also, as of January 1, 1999,
Mr. Roe received a stock option for 35,405 shares, at the closing market price
as of December 31, 1998 ($37.9375). On the same date, most other officers
received lesser TARSAP grants and stock options on the same terms as Mr. Roe.
The Omnibus Budget Reconciliation Act of 1993 (OBRA), imposes a $1,000,000 cap
on deductibility of executive compensation. By action of the shareholders in
1997, all officer bonuses were intended to qualify as performance based
compensation and thus are not subject to this limitation. The Committee believes
that its compensation program, both annual and long-term, is in the best
interests of the Company and its shareholders. While the Committee will continue
to employ compensation programs which provide tax savings for the Company, it is
possible that components of certain executive compensation programs may not be
tax deductible to the Company.
THE COMPENSATION COMMITTEE
Winslow H. Buxton, Chair
Roger D. O'Shaughnessy
C. Angus Wurtele
-10-
<PAGE>
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 or provide benefits over time equivalent to those otherwise
payable under the Retirement Plan but for the Internal Revenue Code limitations.
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 45,879 61,172 76,465 91,758
300,000 70,879 94,505 118,132 141,758
400,000 95,879 127,839 159,798 191,758
500,000 120,879 161,172 201,465 241,758
600,000 145,879 194,505 243,132 291,758
700,000 170,879 227,839 284,798 341,758
800,000 195,879 261,172 326,465 391,758
900,000 220,879 294,505 368,132 441,758
1,000,000 245,879 327,839 409,798 491,758
1,100,000 270,879 361,172 451,465 541,758
1,200,000 295,879 394,505 493,132 591,758
</TABLE>
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 34 years; Jeffrey H.
Curler 24 years; Robert F. Mlnarik 27 years; Scott W. Johnson 21 years;
Benjamin R. Field 35 years; and Thomas L. Sall 20 years.
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.; Owens-Illinois, Inc.; Sealed Air Corporation; and
Sonoco Products. The peer group has been changed from last year because
Sealright Co., Inc. was acquired by Huhteknaki, a Finish company; Stone
Container Corporation and Jefferson Smurfit Corporation, an Irish paper
company, merged on November 18, 1998; and Union Camp Corporation announced
late in the year that it was being acquired by International Paper Company.
Because none of the acquiring companies are appropriate peer companies the
three acquired companies were deleted from the peer group. Owens-Illinois, a
plastic and glass packing company was added to the group. The graph assumes
the investment of $100 in each group on January 1, 1994, and the reinvestment
of all dividends when and as paid.
-11-
<PAGE>
TOTAL SHAREHOLDER RETURNS
[GRAPH]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
--------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BEMIS COMPANY 100 104 114 167 204 179
- --------------------------------------------------------------------------------------
PEER GROUP 100 100 123 162 201 171
- --------------------------------------------------------------------------------------
S & P 500 100 101 139 171 229 294
- --------------------------------------------------------------------------------------
</TABLE>
APPOINTMENT OF AUDITORS
A further purpose of the meeting is to vote on the ratification of the
appointment of independent auditors for the year ending December 31, 1999. While
neither Missouri law, the Company's Restated 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
PricewaterhouseCoopers LLP, which has served as independent public auditor for
the Company for more than 60 years. If the stockholders do not ratify this
appointment, other certified public accountants will be considered by the Audit
Committee. A representative of PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP unless stockholders specify
otherwise in their proxies.
-12-
<PAGE>
STOCKHOLDER SUBMISSIONS
All stockholder proposals to be presented at the 2000 annual meeting of
stockholders that are requested to be included in the Proxy Statement and form
of proxy relating thereto must be received by the Company not later than
December 1, 1999.
Under the Company's Bylaws, stockholder proposals to be brought before any
meeting of stockholders or nominations of persons for election as a director at
any meeting of stockholders must be made pursuant to timely notice in writing to
the Secretary of the Company. To be timely, notice by the stockholder must be
delivered or received at the Company's principle executive offices not less than
90 days before the first anniversary of the preceding year's annual meeting. If,
however, the date of the annual meeting is more than 30 days before or after
such anniversary date, notice by a stockholder shall be timely only if delivered
or received not less than 90 days before such annual meeting, or, if later,
within 10 business days after the first public announcement of the date of such
annual meeting. The notice must set forth certain information concerning such
proposal or such shareholder and the nominees, as specified in the Company's
Bylaws. The presiding officer of the meeting may refuse to acknowledge any
proposal not made in compliance with the foregoing procedure.
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
-13-
<PAGE>
------------------------
COMPANY #
CONTROL #
------------------------
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY
CARD.
VOTE BY PHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
- - Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
- - Follow the simple instructions the Voice provides you.
VOTE BY INTERNET - http://www.eproxy.com/bms/ - QUICK *** EASY *** IMMEDIATE
- - Use the Internet to vote your proxy 24 hours a day, 7 days a week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to The Bemis Company, Inc, c/o
Shareowner Services, -SM- P.O. Box 64873, St. Paul, MN 55164-9397.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
Please detach here
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. To elect three directors for a term of three years.
01 John H. Roe 02 Loring W. Knoblauch 03 Edward N. Perry
/ / Vote FOR all nominees / / Vote WITHHELD from all nominees
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
- ------------------------------------------------------------------------
/ /
- ------------------------------------------------------------------------
2. To vote upon ratification of the appointment of PricewaterhouseCoopers LLP
as independent auditors of the Company.
/ / For / / Against / / Abstain
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 come before the meeting. Only stockholders of record at
the close of business on March 19, 1999 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.
Address Change? Mark Box / /
Indicate Changes below:
Dated: , 1999
------------------------------------------
- ------------------------------------------------------------------------
/ /
/ /
- ------------------------------------------------------------------------
Signature(s) in Box
(If there are co-owners both must sign)
THE SIGNATURE(S) SHOULD BE EXACTLY AS THE NAME(S) APPEAR PRINTED TO THE LEFT.
IF A CORPORATION, PLEASE SIGN THE CORPORATION NAME IN FULL BY A DULY
AUTHORIZED OFFICER AND INDICATE THE OFFICE OF THE SIGNER. WHEN SIGNING AS
EXECUTOR, ADMINISTRATOR, FIDUCIARY, ATTORNEY, TRUSTEE OR GUARDIAN, OR AS
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A PARTNERSHIP, SIGN
IN THE PARTNERSHIP NAME.
<PAGE>
BEMIS COMPANY, INC
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, MAY 6, 1999
9:00 A.M.
AUDITORIUM OF THE LUTHERAN BROTHERHOOD BUILDING
625 FOURTH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA
Directions to Lutheran Brotherhood Building & Parking Information
I 94 Westbound from St. Paul
Take 5th St. exit
Turn left on 4th Ave.
Two blocks on the left
35W - Northbound
Take 94E at split
Take 5th Ave. exit
Go three blocks
Turn left on 7th St.
On the right
Hwy. 12
Take downtown exit
Turn right on 10th St.
Turn left on 3rd Ave.
Turn right on 6th St.
Two blocks on the right
I 94 Eastbound
Take Hwy. 55 exit going east
Turn left on 8th St.
Turn left on 5th Ave.
Turn left on 7th St.
On the right
35W - Southbound
Take Washington Ave. exit
Turn left on 4th Ave.
Six blocks on the left
I 394 East
Take 4th St. exit
Turn right on 4th Ave.
Two blocks on the left
Ramp Information
Centre Village Parking (612) 332-3984 Government Center Municipal Parking
(612) 339-2560
Both Ramps are connected to Lutheran Brotherhood by Skyway.
BEMIS COMPANY, INC.
[LOGO] 222 SOUTH NINTH STREET, SUITE 2300 PROXY
MINNEAPOLIS, MINNESOTA 55402-4099
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL
MEETING ON THURSDAY, MAY 6, 1999.
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify below.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1, 2.
By signing the Proxy, you revoke all prior proxies and appoint Benjamin R.
Field and Scott W. Johnson, and each of them, with full power of
substitution, to vote your shares on the matters shown on the reverse side
and any other matters which may come before the Annual Meeting and all
adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS
<PAGE>
BEMIS COMPANY, INC.
BEMIS INVESTMENT
INCENTIVE PLAN
VOTING INSTRUCTIONS TO TRUSTEE
I hereby direct U.S. Bank National Association, as Trustee of the Bemis
Investment Incentive Trust, to vote at the Annual Meeting of the Stockholders of
Bemis Company, Inc. ("the Company") to be held on May 6, 1999 (or at any
adjournment thereof) the Common Stock of the Company allocated to my Bemis
Investment Incentive Plan.
I understand this card must be returned to the Trustee no later than April 26,
1999 if my voting instructions are to be honored. If it is not received by the
Trustee by April 26, 1999, or if it is received but the voting instructions are
invalid, the stock with respect to which I could have instructed the Trustee
will be voted by the Trustee in the same proportion as votes actually cast by
Plan Participants.
The Trustee is hereby directed to vote as indicated below on the following
proposals which are more fully described in the Company's Notice of Annual
Meeting and Proxy Statement.
<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, Loring W. Knoblauch, Edward N. Perry
(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 PricewaterhouseCoopers LLP as
independent auditors of the Company.
<TABLE>
<S> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
BEMIS COMPANY, INC.
BEMIS INVESTMENT
INCENTIVE PLAN
-----------------------------------------
(continued, and to be signed on reverse side)
<PAGE>
3. To transact such other business as may properly come before the meeting.
4. In its discretion, the Trustee is authorized to vote upon such other business
as may properly come before the meeting.
THIS VOTING CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS VOTING CARD
WILL BE VOTED BY THE TRUSTEE IN THE SAME PROPORTION AS VOTES ACTUALLY CAST BY
PLAN PARTICIPANTS.
Dated:
----------------------------------------
----------------------------------------
Signature
Please sign, date and promptly return
this card using the enclosed envelope
addressed to U.S. Bank National
Association.
