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
( X ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material pursuant to Rule 14a-11(c) or Rule
14a-12
Blessings Corporation
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(Name of Registrant as Specified In Its Charter)
Blessings Corporation
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
( X ) $125 Per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
( ) $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
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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:
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Set forth the amount on which the filing fee is calculated and
state how it was determined.
( ) 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:
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2) Form, Schedule or Registration Statement No.:
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<PAGE>
Blessings Corporation
200 Enterprise Drive
Newport News, VA 23603
(804) 887-2100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 1995
To Shareholders of BLESSINGS CORPORATION:
We extend to you a cordial invitation to attend the 1995 Annual
Meeting of Shareholders of Blessings Corporation which will be held at
10:00 A.M. at The Chase Manhattan Bank, One Chase Manhattan Plaza,
Auditorium A, New York, New York, on May 16, 1995, for the following
purposes:
1. To elect a board of twelve (12) directors to serve for the ensuing
year;
2. To transact any and all business as may properly come before the
meeting.
The Board of Directors has set March 17, 1995, as the record date.
Only holders of common stock of record at the close of business on such
date will be entitled to notice of or to vote at the meeting.
By Order of the Board of Directors
JAMES P. LUKE
Executive Vice President
Secretary/Treasurer
Newport News, Virginia
April 7, 1995
===========================================================================
YOUR VOTE IS IMPORTANT
IMPORTANT -- Whether or not you expect to attend the meeting, please
promptly complete, date, sign and mail the accompanying proxy card in the
enclosed envelope. If you attend the meeting, you may withdraw your proxy
and vote in person.
It is necessary to have a majority of the stock represented at the
meeting in person or by proxy.
===========================================================================
<PAGE>
Voting Securities and Principal Holders Thereof
Only common shareholders of record at the close of business on March
17, 1995, are entitled to vote at the annual meeting. On March 17, 1995,
10,206,338 shares of common stock, $.71 par value, were outstanding and
held by approximately 1,900 beneficial shareholders. The presence, in
person or by proxy, of holders of a majority of the outstanding common
stock entitled to vote at the meeting necessary to constitute a quorum to
transact business. Assuming the presence of a quorum, the affirmative vote
of the holders of a plurality of the share of common stock represented at
the meeting is required for the election of directors, and any other
matters to be voted upon will be decided by the affirmative vote of the
holders of a majority of the shares of common stock present, or
represented, and entitled to vote at the meeting. Holders of common stock
are entitled to one vote per share and have no cumulative voting rights.
The list of all shareholders of record on March 17, 1995, will be available
at the office of Kurzman, Karelsen, & Frank, 230 Park Avenue, New York, New
York, for the ten days preceding the annual meeting.
Principal Shareholders
Amount and
Nature of Percent
Beneficial of
Title of Class Name and Address of Beneficial Owner Ownership (1) Class
-------------------------------------------------------------------------------
Common Stock Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401 545,002 5.34 (2)
Quest Advisory Corporation
Quest Management Company
1414 Avenue of the Americas
New York, NY 10019 510,600 5.02 (2)
Williamson-Dickie
Manufacturing Company
319 Lipscomb Street
Fort Worth, TX 76104 5,496,096 53.8 (3)
Williamson, J. Donovan
Suite 410
University Center I
1300 South University Drive
Fort Worth, TX 76107 5,497,928 53.8 (3)
Williamson, Philip C.
Williamson-Dickie Manufacturing Company
PO Box 1779
Fort Worth, TX 76101 5,498,896 53.8 (4)
<PAGE>
Security Ownership by Management
Amount and
Nature of
Beneficial Percent
Ownership of
Title of Class Name of Beneficial Owner (1) (5) (6) Class
-------------------------------------------------------------------------------
Common Stock Becker, Ivan E. 9,796 *
Birnbaum, Leonard 77,938 *
Durboraw, Wayne A. 5,446 *
Harkins, Joseph J. 3,934 *
Lefler, R. Stephen 800 *
Luke, James P. 15,418 *
McMackin, John W. 12,350 *
Miller, Elwood M. 20,250 * (7)
Patton, Richard 400 *
Scherer, Otto E. 14,570 *
Swenson, Richard L. 28,976 *
Villarreal G., Manuel 396,000 3.8 (8)
Weber, Robert E. 3,800 *
Williamson, J. Donovan 5,497,928 53.8 (3)
Williamson, Philip C. 5,498,896 53.8 (4)
All of the above and other executive
officers as a group (16 persons) 6,092,624 59.5
* Less than 1% of issued and outstanding shares of common stock of the
company.
---------------
(1) Each person has sole voting and investment power with respect to the
shares listed unless otherwise indicated.
(2) Blessings has received notice from prior Notices of Filing with the
Securities and Exchange Commission on Schedule 13G and other reporting
sources of beneficial ownership of shares of Blessings' common stock in
excess of 5% of total shares outstanding by Quest Advisory Corporation,
and from Dimensional Fund Advisors, Inc. Such filings are made
generally by persons in a fiduciary capacity, such as investment
managers, who acquire stock in the ordinary course of business having
no intention of influencing management.
(3) The Williamson-Dickie Manufacturing Company owns 5,496,096 shares of
Blessings' common stock outstanding. Mr. J. Donovan Williamson owns
1,832 shares of Blessings' common stock in addition to Blessings'
shares owned beneficially through his interest in the Williamson-Dickie
Manufacturing Company.
(4) The Williamson-Dickie Manufacturing Company owns 5,496,096 shares of
Blessings' common stock outstanding. Mr. Philip C. Williamson owns
2,800 shares of Blessings' common stock in addition to Blessings'
shares owned beneficially through his interest in the Williamson-Dickie
Manufacturing Company.
(5) Amounts shown include shares subject to options that are exercisable
within sixty days for the named directors and executive officers and
directors and executive officers as a group as follows: Mr. Durboraw,
2,200; Mr. Luke, 7,400; Dr. Miller, 9,000; all directors and executive
officers as a group (16 persons), 20,800.
(6) Except for the percentages of certain parties that are based on
presently exercisable options which are indicated in Note (5) above,
the percentages indicated are based on 10,206,338 shares of common
stock issued and outstanding on March 17, 1995. In the case of parties
holding presently exercisable options, the percentage ownership is
calculated on the assumption that the shares presently purchasable or
purchasable within the next sixty days underlying such options are
outstanding.
(7) Reporting person disclaims beneficial ownership of 200 shares held as
custodian for two minor grandchildren.
(8) Reporting person disclaims beneficial ownership of 276,000 shares held
by father and brother.
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
company's directors and executive officers and persons who own more than
ten percent of the company's common stock to file with the Securities and
Exchange Commission and the American Stock Exchange initial reports of
ownership and reports of changes in their ownership in the company's common
stock. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the company with copies of all
Section 16(a) forms they file. Based solely on review of the copies of such
reports furnished to the company and written representations that no Forms
5 were required, the company believes that, during the last fiscal year,
all of the company's officers, directors and greater than ten percent
beneficial owners were in compliance with the Section 16(a) filing
requirements.
The Board of Directors
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of Blessings although it
is not involved in day-to-day operating details. Members of the board are
kept informed by various reports and documents sent to them each month, as
well as by operating and financial reports made at board and committee
meetings. There were eight meetings of the board and twenty-seven meetings
of committees of the board in the fiscal year ended December 31, 1994. The
overall attendance at these meetings was 95%. All members of the board
attended at least 75% of the meetings of the board and committees on which
they served.
Committees of the Board of Directors
The board has nine standing committees: the Executive Committee, the
Operating Committee, the Nominating Committee, the Audit Committee, the
Compensation Committee, the Organization Development Committee, the
Consolidation Committee, the Long Range Planning Committee and the Investor
Relations Committee. The committee on which each nominee serves is shown in
the section entitled "Election of Directors" of this proxy statement. The
following is a description of the functions of each committee:
Executive Committee
The Executive Committee consists of six members, four of whom are non-
employee directors. The Executive Committee meets on-call and has authority
to act on matters during the intervals between board meetings. The
committee met six times during the fiscal year ended December 31, 1994.
Operating Committee
The Operating Committee consists of four members, all of whom are non-
employee directors. The Operating Committee meets on call. The committee
reviews the operations of the various divisions and, in general, informs
and advises the Board of Directors in the management of the business and
property of the corporation. The committee did not meet during the fiscal
year ending December 31, 1994.
Nominating Committee
The Nominating Committee consists of three members, all of whom are
non-employee directors. The Nominating Committee considers and recommends
nominations for directors of the corporation and other matters as may, from
time to time, be deemed appropriate. The committee met three times during
the fiscal year ended December 31, 1994.
<PAGE>
Audit Committee
The Audit Committee is comprised of three members, all of whom are
non-employee directors. The Audit Committee reviews the results, findings
and recommendations resulting from audits performed by independent
certified public accountants, significant accounting policies, the audit
fees to be paid and the nature of non-audit services performed. It meets
with appropriate officers and financial personnel and independent certified
public accountants in connection with these reviews. The committee
recommends to the board the appointment of independent certified public
accountants to serve as auditors for the following fiscal year. The Audit
Committee met three times during the fiscal year ended December 31, 1994.
Compensation Committee
The Compensation Committee consists of four members, all of whom are
non-employee directors. The committee reviews and approves the remuneration
of officers and key employees and makes reports and recommendations to the
board with respect thereto. In carrying out such responsibilities, the
committee, among other things, recommends salaries, incentive compensation
and related matters. The committee met nine times during the fiscal year
ended December 31, 1994.
Organization Development Committee
The Organization Development Committee consists of two members, each
of whom is a non-employee director. The committee periodically reviews the
organization structure of the corporation and its operating divisions to
ensure effective organizational function and to ensure that replacements
for key positions are identified and provided for. The committee met once
during the fiscal year ended December 31, 1994.
Consolidation Committee
The Consolidation Committee consists of two members, each of whom is a
non-employee director. The Consolidation Committee was established in 1993
to investigate and make recommendations upon relocation of the corporate
office headquarters from Bedminster, New Jersey, to Newport News, Virginia.
The committee met three times during the fiscal year ended December 31,
1994.
Long Range Planning Committee
The Long Range Planning Committee is comprised of six members, four of
whom are non-employee directors. The committee reviews the long-range
objectives of Blessings. The committee meets with key members of management
and outside consultants to conduct examinations of each activity of
Blessings and to recommend a long-term growth and development plan for the
company. The committee met once during the fiscal year ended December 31,
1994.
Investor Relations Committee
The Investor Relations Committee is comprised of three members, one of
whom is a non-employee director and chairman of the committee. The role of
the committee is to assess the effectiveness of shareholder relations and
communications and to make recommendations with regard to improving overall
shareholder value. The committee met once during the fiscal year ended
December 31, 1994.
<PAGE>
Compensation of Members of the Board of Directors and Committees
Non-employee directors not receiving other compensation are each paid
an annual retainer of $15,000 and a fee of $900 for each board and
committee meeting attended. In the event two or more meetings are held on
the same date, the fee for the first meeting will be $900 and the fee for
any subsequent meetings on the same date will be $450. Committee chairmen
receive an additional fee which varies depending upon the committee served
as follows: Compensation Committee, $4,000 per year; Audit Committee,
$2,000 per year; Nominating Committee, $1,000 per year; Long Range Planning
Committee, $1,000 per year; Organization Development Committee and
Consolidation Committee, $500 per meeting not to exceed $3,000 per year.
Non-employee directors of the company are also eligible for limited life
and accidental death and dismemberment insurance and to participate in the
company's medical benefit program. No additional compensation is paid to
employees for performance of their duties as directors. Mr. Otto Scherer,
former Chairman of Blessings, receives, in addition to normal directors'
fees, $25,000 annually under a consulting arrangement with the company. Mr.
John McMackin, in his dual role as Chairman of the Board and Chairman of
the Executive Committee, receives annual compensation in the amount of
$100,000 and was granted a $35,000 bonus by the Board of Directors at its
meeting on May 17, 1994. Compensation for the Vice Chairman of the
Executive Committee has been set by the board at an annual rate of $60,000.
In addition, on July 18, Mr. McMackin was granted by the board 3,000 shares
of Blessings Corporation common stock and the Vice Chairman and each of the
other non-employee directors was granted on July 18, 400 shares of
Blessings Corporation common stock in accordance with the 1993 Restricted
Stock Plan for Non-Employee and Certain Other Directors of Blessings
Corporation, as approved by shareholders at the annual meeting on May 17,
1994. All shares have been restated to reflect the two-for-one stock split
paid on December 15, 1994.
Executive Compensation
The following information is set forth with respect to compensation
paid by Blessings during each of the last three fiscal years to the Chief
Executive Officer and the other four most highly-compensated executive
officers of the corporation:
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
------------------------- ---------------------------- -----------
Restricted All Other
Stock Options/ LTIP Compen-
Name and Salary Bonus Award(s) SARs Payouts sation
Principal Position Year ($) ($) (1) ($) (2) (#) (2) ($) ($) (3)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ivan E. Becker 1994 $149,343 $208,996 -0- -0- 99,067 $ 4,620
Retired President 1993 288,000 95,996 $17,292 -0- 7,588 120,550
and Chief Executive 1992 275,600 91,867 1,344 -0- -0- 110,177
Officer
Wayne E. Durboraw 1994 105,200 42,082 6,165 3,000/900 24,798 4,620
Controller 1993 105,200 35,069 2,866 -0- 3,020 15,395
1992 100,200 33,405 484 -0- -0- 9,732
James P. Luke 1994 219,100 87,647 22,887 8,000/2,400 51,732 4,620
Executive Vice 1993 219,100 73,036 13,149 -0- 6,304 42,725
President, 1992 208,700 69,582 1,003 -0- -0- 32,296
Secretary/Treasurer
Elwood M. Miller (4) 1994 237,500 118,763 27,185 10,000/3,000 176,109 4,620
President and 1993 112,500 100,000 307,407 9,000/2,700 -0- 54,339
Chief Executive 1992
Officer
Richard L. Swenson 1994 198,000 100,014 -0- -0- 56,556 4,620
Retired Vice 1993 187,700 62,566 28,033 -0- 13,666 90,340
President 1992 177,100 59,049 4,193 -0- -0- 182,445
<FN>
-------------------
(1) Cash amounts awarded under the Incentive Bonus Plan for the respective
fiscal years.
(2) In accordance with the terms of the Incentive Bonus Plan, stock is
awarded at a market price determined as the average price during the
last three trading days of the particular fiscal year. The per-share
stock prices used in determining common shares earned were $14.167,
$12.042, and $8.959 for fiscal 1994, 1993 and 1992 respectively as
restated for the two-for-one stock split payable December 15, 1994.
(3) Amounts included in all other compensation for fiscal years 1994, 1993
and 1992 respectively include company matching contributions to the
401(k) savings plan deferrals for 1994 of $4,620 for Mr. Becker; $4,620
for Mr. Durboraw; $4,620 for Mr. Luke; $4,620 for Dr. Miller; $4,620
for Mr. Swenson; in 1993, $4,497 for Mr. Becker; $4,283 for Mr.
Durboraw; $4,497 for Mr. Luke; $2,729 for Dr. Miller; $4,497 for Mr.
Swenson; and in 1992, $4,364 for Mr. Becker; $2,662 for Mr. Durboraw;
$4,364 for Mr. Luke and $4,364 for Mr. Swenson. The remaining amounts
for the named officers in 1993 and 1992 represent accruals to the
Supplemental Executive Retirement Plan.
(4) Dr. Elwood M. Miller joined the company effective July 1, 1993.
</TABLE>
<PAGE>
Options
The following table sets forth the details of options granted to the
individuals listed in the Summary Table during fiscal year 1994. The second
table in this section shows value of exercised and unexercised options.
<TABLE>
<CAPTION>
Option/SAR Grants Table
Option/SAR Grants in the Year Ended 12/31/94
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants For Option Terms
----------------------------------------------------------- ----------------------------
% of Total
Options/SARs
Granted to Exercise
Name and Options/SARs Employees in Price Expiration
Principal Position Granted* Fiscal Year $/Share* Date 5% - $ 10% - $
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Elwood M. Miller 10,000/3,000 14.9% 14.375 7/11/04 90,404 229,101
Chief Executive Officer
Ivan E. Becker -0- -0- -0-
Wayne A. Durboraw 3,000/900 4.5% 14.375 7/11/04 27,121 68,730
James P. Luke 8,000/2,400 11.9% 14.375 7/11/04 72,323 183,280
Richard L. Swenson -0- -0- -0-
<FN>
----------
* Restated for the two-for-one stock split paid on December 15, 1994.
</TABLE>
<TABLE>
<CAPTION>
Option/SAR Exercises and Year-End Value Table
Value of Unexercised
Number of Unexercised In-the-Money Options/SARs
Shares Options/SARs at 12/31/94* at 12/31/94
Acquired On Value ---------------------------------- --------------------------------
Name Exercise* Realized Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ivan E. Becker 10,400/3,120 $90,350/$27,105 -0- -0- -0- -0-
Wayne A. Durboraw -0- -0- 2,200/660 3,000/900 11,961/3,588 -0-
James P. Luke -0- -0- 7,400/2,220 8,000/2,400 40,234/12,070 -0-
Elwood M. Miller -0- -0- 9,000/2,700 10,000/3,000 18,000/5,400 -0-
Richard L. Swenson 7,400/2,220 64,287/19,286 -0- -0- -0- -0-
<FN>
---------
* Restated for the two-for-one stock split payable December 15, 1994.
<PAGE>
Employee Pension Trust Plan
The Blessings Corporation Employees' Pension Trust Plan is a defined
benefit plan and the amount of the contribution with respect to a specified
person cannot be readily calculated by the regular actuaries of the plan.
The plan defines annual earnings as taxable earnings plus any 401(k)
deferrals of the employee. The plan formula does not incorporate a direct
social security offset; however, service credits are earned at the rate of
1% of the social security wage base and 1.3% of earnings in excess of the
social security wage base for each participant.
Supplemental Pension Restoration Plan
At its meeting on February 22, 1994, the Board of Directors adopted a
Supplemental Restoration Plan designed to restore pension benefits
otherwise provided by the Company's Employee Pension Trust Plan, but which
have become limited as a result of changes in the Internal Revenue Service
Code most recently by limits incorporated in the OMNIBUS BUDGET
RECONCILIATION ACT of 1993 (OBRA '93). This act limits individual qualified
annual earnings to an amount not to exceed $150,000. As this new limit has
come to affect an increasing number of employees, it was the decision of
the Board that a Supplemental Restoration Plan should be established to
restore those benefits otherwise provided under the terms and conditions of
the company's qualified Employee Pension Trust Plan. The anticipated cost
of funding the Supplemental Restoration Plan is essentially provided by a
corresponding reduction in funding of the Employees Pension Trust Plan and
of the Cost Recovery Supplemental Retirement Income Plan. The Plan covers
all employees of Blessings Corporation who are participants in the Basic
Plan and whose retirement income benefits are limited, directly or
indirectly, by the provisions of Code Section 401(a) (17) or Code Section
415. In no event will benefits payable under the Supplemental Restoration
Plan, when added to the benefits earned under the Employees Pension Trust
Plan exceed total benefits calculated under the Employees Pension Trust
Plan as if no limitations had been imposed.
The following table shows estimated annual benefits payable under both
plans (assuming payments made on the normal life annuity basis and not
under any of the various survivor options) to an employee at normal
retirement age, i.e., age 65, after selected periods of service with
respect to varying levels of remuneration covered by the plan.
Average Annual Earnings Annual Benefit Upon Retirement
During the Highest Five With Years of Service Indicated*
Consecutive Years of the ----------------------------------------------------
Final Ten Years of Service 15 Years 20 Years 25 Years 30 Years 35 Years
-------------------------------------------------------------------------------
$100,000................. $ 18,335 $ 24,446 $ 30,556 $ 36,667 $ 42,780
$200,000................. 37,836 50,446 63,055 75,665 88,281
$300,000................. 57,337 76,446 95,554 114,663 133,782
$400,000................. 76,838 102,446 128,053 153,661 179,283
$500,000................. 96,339 128,446 160,553 192,659 224,784
$600,000 and up.......... 115,839 154,446 193,052 231,658 270,285
The credited years of service for persons named above at their normal
retirement dates are as follows: Mr. Becker, 27 years; Mr. Durboraw, 30
years; Mr. Luke, 32 years; Dr. Miller, 16 years; and Mr. Swenson, 25 years.
<PAGE>
Cost Recovery Supplemental Retirement Income Plan
Effective January 1, 1980, Blessings established a Cost Recovery
Supplemental Retirement Income Plan. The plan is an unfunded, unqualified
plan and is not subject to the Employee Retirement Income Security Act of
1974 as amended. The plan covers Messrs. Becker, Durboraw, Luke, Miller,
and Swenson.
The plan is designed to provide for covered executives a retirement
benefit of 60% of compensation less 100% of primary social security
benefits, 100% of benefits payable under the Blessings Corporation
Employees' Pension Trust Plan, and 100% of benefits payable under the
Supplemental Restoration Plan. Benefits are payable for ten years following
retirement. Should the executive not live to receive ten years of payments,
his beneficiary will receive the balance. In addition, the plan provides a
pre-retirement death benefit of 30% of compensation minus $7,500 annually
for ten years not to exceed $50,000 per year per individual. These death
and retirement payments are paid from the general funds of the corporation.
However, the corporation purchases "key-man" insurance to be used to
recover the net after-tax cost of the deferred compensation benefits and
the net outlay for the insurance.
The plan is designed so that if the assumptions made as to mortality
experience, policy dividends and other factors are realized, the
corporation will recover substantially all of its payments plus a portion
of the interest paid or imputed for the use of the corporation's money.
Estimated annual payments for ten years after retirement stated at current
value are as follows: Mr. Becker, $89,962; Mr. Durboraw, $19,358; Mr. Luke,
$58,535; Dr. Miller, $153,505; and Mr. Swenson, $75,545.
Employees' Defined Contribution 401(k) Savings Plan
In fiscal year 1988, the Board of Directors approved the initiation of
a Defined Contribution 401(k) Savings Plan for all employees of the
company. Under the terms of the plan, each employee may elect to
participate through the deferral of from 1% to 15% of his or her earnings
not to exceed an annual limitation established by the Internal Revenue
Service which was $9,240 during 1994. To encourage and assist its employees
in saving for their retirement, the company has established an employer
contribution amounting to $.50 for each $1.00 deferred by the employee into
the plan with the company's contribution not to exceed a maximum of 3% of
the employee's earnings. The plan further provides that all employee and
company-matching contributions are 100% vested by the employee at all
times. Each individual may select on a quarterly basis the type of
investment account in which he or she would choose to have the funds of the
account invested: equity fund, guaranteed fixed income fund, balanced fund,
small company fund, intermediate bond fund. For the year ended December 31,
1994, the company's matching contributions to the plan totaled $388,813.
Blessings' aggregate contributions under the plan for the three most recent
fiscal years with respect to the persons named in the cash compensation
table, all current executive officers as a group and all other employees,
excluding executive officers as a group, were as follows: Mr. Becker,
$13,481; Mr. Durboraw, $11,565; Mr. Luke, $13,481; Dr. Miller, $7,350; Mr.
Swenson, $13,481; all current executive officers as a group, $81,771; and
all other employees, excluding current executive officers as a group,
$971,093.
<PAGE>
Stock Performance Chart
The following chart compares the cumulative total return to
shareholders on the corporation's common stock with the cumulative total
return of the American Stock Exchange Market Index and a Plastics Industry
Peer Group comprised of fifty-nine public companies identified by SIC Codes
3080-3089 with annual sales of less than $1 billion. The comparison assumes
$100 was invested on December 31, 1989, in the company's common stock and
in each of the foregoing indices, and assumes reinvestment of dividends.
---------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
---------------------------------------------------------------------
Blessings Corporation 100 116 194 193 261 315
American Exchange Market 100 82 105 106 126 115
Plastics Peer Group 100 92 144 143 181 178
---------------------------------------------------------------------
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General Principles:
The guiding principle of the Executive Compensation Program of the
company as supervised by the Compensation Committee (the Committee) of the
Board of Directors is to provide incentive to senior managers which will
align their financial interests closely with those of shareholders to
enhance the profitability of the company and thus shareholder value.
<PAGE>
Consistent with this overriding principle, the compensation program:
-- Seeks to provide competitive annual compensation consistent with the
attainment of established return on asset performance objectives;
-- Provides longer-term incentive for the enhancement of shareholder value
by offering equity ownership in the company through both the stock award
component of the Annual Incentive Plan and through stock option awards;
-- Creates a results-oriented environment which rewards attainment of pre-
determined objectives and superior performance;
-- Attracts and retains key executives critical to the long-term success of
the company.
Key Elements:
-- A leading element of the Executive Compensation Program is to set
compensation target levels generally around the seventy-fifth percentile
of industry practices for comparable companies in recognition of
Blessings' above-average performance in Return-on-Equity and stock
performance total return.
-- Salary increases for the five highest paid executives are determined
through evaluation of performance and individual position within
established salary grade and compensation range criteria.
-- On May 21, 1991, shareholders approved the Blessings Corporation 1991
Stock Option Plan which provides for the award of common stock options
and associated stock appreciation rights to senior executives and other
key managers of the company designated by senior management and approved
by the Committee. This plan is designed to recognize and reward key
employee performance, to enhance the interest of key employees in
Blessings' long-term success by providing them a proprietary interest in
Blessings, and to enable Blessings to maintain a competitive position in
attracting and retaining superior key personnel necessary for the
success and development of the company.
-- On May 18, 1993, shareholders approved the Blessings Corporation 1993
Annual Incentive Plan for Key Employees (the 1993 Plan). The 1993 Plan
adopted an incentive compensation formula based upon a Return-On-Assets
(ROA) measure of performance under which actual three-year weighted
return on assets performance is measured against a pre-determined return
on asset target for the Edison Plastics Division or for Blessings
Corporation as appropriate for each individual executive. Eligible
executives can earn bonus cash compensation up to a maximum of 50% of
annual salary by achieving the pre-determined ROA target. Performance
below the pre-determined ROA target results in less cash bonus.
Performance in excess of the pre-determined ROA target is compensated
for in shares of Blessings' common stock at a market price determined as
the average price during the three last trading days of the particular
fiscal year. Such incentive stock is held in Treasury by the company
pending satisfaction of a three-year vesting requirement by each award
recipient. In the case of certain specific senior managers designated by
the committee, a secondary measure, growth in annual profit, is also
applied as a modifier to awards earned under the basic formula. Under
this performance modifier, growth in annual profit contribution of 0% or
less results in a 10% reduction in the award earned. Profit contribution
growth of between 0% and 8% results in no modification of the calculated
award; growth of more than 8% in annual profit contribution results in a
10% addition to the award otherwise earned.
<PAGE>
-- With the advice and assistance of nationally recognized independent
compensation consultants, the Committee undertook the consideration of a
restricted stock plan for non-employee and certain other directors of
the company. At the Annual Meeting held on May 17, 1994, shareholders
approved the adoption of the 1993 Restricted Stock Plan for Non-Employee
and Certain Other Directors of Blessings Corporation as recommended by
the committee to the Board of Directors. The Committee believes that the
Plan will serve to promote the company's interests and those of its
shareholders by permitting grants of shares of common stock to non-
employee and certain other directors, subject to restrictions, in order
to compensate such directors and reward them for long-term performance,
and increase their ownership of common stock.
Other:
-- With regard to the granting of stock options associated with the
Blessings Corporation 1991 Stock Option Plan, the Committee granted
63,000 shares on July 12, 1994.
-- With regard to the Committees' agreement with Dr. Miller for
compensation forfeited upon leaving his former employer, Dr. Miller was
issued 11,050 shares November 15, 1994. Additional shares are being held
in accordance with the following vesting schedule:
November 15, 1995 7,938 shares
November 15, 1996 4,488 shares
November 15, 1997 1,618 shares
CEO Compensation:
The parameters used in determining the salary and total compensation
of the Chief Executive Officer were established initially as a result of an
extensive analysis of competitive compensation undertaken by independent
compensation consultants engaged by the Committee. This study established
salary grade and incentive ranges for the CEO and five other senior
corporate officers based upon published competitive survey data from five
separate sources.
The CEO current salary level is presently in the first quartile of the
established range for his grade position with the opportunity over time to
advance to the highest quartile based upon his performance and contribution
to the attainment of goals established by the Board of Directors.
The compensation for the other executive officers of the company is
evaluated on a basis similar to that of the CEO, as determined by
competitive market rates for each position, the quartile which each
candidate has attained within the salary range for his/her position and
subject to an annual performance appraisal of the individual in his/her
function. Each year the Committee not only reviews the compensation ranges
to insure that adjustments are made to reflect changes in the cost of
living and competitive pay levels but also revisits the responsibility of
each executive position to determine if there have been significant and
permanent changes in responsibility which would merit the regrading of a
given position. The Committee also administers the Annual Incentive Plan by
setting performance targets and approving awards earned under the Plan.
All recommendations of the Committee are submitted to the full Board
of Directors of the company for approval prior to implementation.
This report has been provided by the members of the Compensation
Committee of the Board of Directors of Blessings Corporation: Leonard
Birnbaum; Joseph J. Harkins (Chairman); Robert E. Weber; Philip C.
Williamson.
<PAGE>
Other Agreements
The company has an agreement with Mr. Luke which is designed to retain
the executive and provide for continuity of management in the event of an
actual change in control of the company. The agreement provides that in the
event of a change in control of the company (as defined in the agreements)
and upon termination of the key executive's employment with the company for
any reason other than cause, death or disability, the executive shall have
the right to receive as severance pay an amount equal to the present value
of the total amounts of salary and benefits payable to the earlier of the
date of his sixty-fifth birthday or three years from the date of
termination.
The company has a separate agreement with Dr. Miller providing that in
the event of termination by Blessings for reasons other than cause, the
employee will receive severance in the amount of one year of salary plus a
pro-rated amount of bonus based upon the portion of the fiscal year
employed prior to termination.
Item No. 1
Election of Directors
The Bylaws of Blessings provide that the Board of Directors shall not
be less than seven (7) nor more than fifteen (15) members. The board has
fixed at twelve (12) the number of directors to be elected to hold office
until the next annual meeting and until their successors shall be duly
elected and qualified. All of the nominees have been selected by the
Nominating Committee. The Nominating Committee will consider nominees
suggested by shareholders for election at the annual shareholders' meeting.
Shareholders desiring to suggest nominees should advise the Secretary of
the company in writing not less than fifty (50) days nor more than seventy-
five (75) days prior to the meeting date and include sufficient
biographical material to permit an appropriate evaluation.
All of the nominees are currently members of the Board of Directors.
The appointees named in the accompanying proxy will vote for the election
of the nominees named below unless authorization to do so is withheld in
the proxy. In the event any nominees should become unavailable for
election, which presently is not anticipated, the persons named in the
proxy will vote for the election of such other person or persons designated
by the Board of Directors. The information presented below is as of
February 3, 1995, and is based, in part, on information furnished by the
nominees and, in part, from the records of Blessings.
Number of
Shares
Name, Age and Principle Occupation Director Beneficially
For the Last Five Years Since Owned
-------------------------------------------------------------------------------
Leonard Birnbaum, 76, private investor and former
President and Chief Executive Officer of Peartree
Imports, Inc., New York, New York. Mr. Birnbaum is
Chairman of the Long Range Planning Committee
and a member of the Compensation and Audit
Committees of the Board of Directors. ................. 1952 77,938
<PAGE>
Number of
Shares
Name, Age and Principle Occupation Director Beneficially
For the Last Five Years Since Owned
-------------------------------------------------------------------------------
Joseph J. Harkins, 63, Executive Vice President, Retired,
The Chase Manhattan Bank, N.A., New York, New York;
a director of Mutual Fund Group, New York, New York.
Mr. Harkins is also a director of Jefferson Insurance
Company, New York, New York; Monticello Insurance
Company, New York, New York; and Nationar, New
York, New York. Mr. Harkins is Chairman of the Compensation
Committee and a member of the Audit, Long Range
Planning, Consolidation and Nominating Committees of
the Board of Directors (2) ............................. 1972 3,934
R. Stephen Lefler, 45, President and Chief Operating
Officer and a director of Williamson-Dickie Manufacturing
Company, Fort Worth, Texas. Mr. Lefler joined Williamson-
Dickie in June, 1982, and has served in a variety of
executive functions. Mr. Lefler is a member of the Long
Range Planning and Nominating Committees of the
Board of Directors ..................................... 1990 800 (3)
James P. Luke, 52, Executive Vice President, Secretary/
Treasurer of Blessings Corporation. Mr. Luke joined
Blessings in 1975 and has served in a variety of executive
positions since that time. Mr. Luke is a member of the
Executive, Long Range Planning and Investor Relations
Committees of the Board of Directors ................... 1988 15,418 (1)
John W. McMackin, 64, Partner in the law firm of Decker,
Jones, McMackin, McClane, Hall & Bates, Fort Worth, Texas,
and a director of Williamson-Dickie Manufacturing Company,
Fort Worth, Texas. Mr. McMackin is Chairman of the Board
of Directors of Blessings Corporation and Chairman of
the Executive and Operating Committees of the Board
of Directors. (4) ...................................... 1977 12,350
Elwood M. Miller, 50, President and Chief Executive
Officer of Blessings Corporation. Dr. Miller joined
Blessings in 1993. Prior to that Dr. Miller was employed
by the General Electric Corporation for twenty-one years
in a variety of executive positions. Dr. Miller is a
member of the Executive, Long Range Planning and
Investor Relations Committees of the Board of Directors. 1993 20,250 (8)
<PAGE>
Number of
Shares
Name, Age and Principle Occupation Director Beneficially
For the Last Five Years Since Owned
-------------------------------------------------------------------------------
Richard C. Patton, 32, Private investor, former
portfolio manager Fidelity Investments, Boston,
Massachusetts. Mr. Patton attended Harvard Graduate
School of Business Administration 1990 to 1992. Mr.
Patton was an associate of the Breau Capital
Management, Boston, Massachusetts, in the summer
of 1991 and was the President and founder of San
Antonio Taco Company, Granite Falls Restaurant and
Patton Delmer Interests, Nashville, Tennessee, until
1990. Mr. Patton is Chairman of the Investor Relations
Committee .............................................. 1994 400
Otto E. Scherer, 79, former Chairman of the Board of
Directors of Blessings Corporation. Mr. Scherer is a
consultant to Blessings and a member of the Audit and
Consolidation Committees of the Board of Directors ..... 1956 14,570
Manuel Villarreal G., 42, President and Chief Executive
Officer of Nacional de Envases Plasticos, S.A. De C.V.
(NEPSA), Mexico. Mr. Villarreal joined NEPSA in 1976
and has served in a variety of executive functions ..... -- 396,000 (6)
Robert E. Weber, 63, President and Chief Executive
Officer of Osmose Wood Preserving, Inc., Buffalo,
New York. Mr. Weber is a member of the Executive,
Operating, Compensation and Organization
Development Committees of the Board of Directors ....... 1989 3,800
J. Donovan Williamson, 58, Consultant to and Director
of Williamson-Dickie Manufacturing Company, Fort Worth,
Texas; Vice President and a director of Williamson
Industries, Ltd.; Chairman and Chief Executive
Officer of JDW Southwestern, Inc., an investment
company, Fort Worth, Texas. Mr. Williamson is Vice
Chairman of the Executive Committee, Chairman of
the Nominating Committee and a member of the
Operating Committee of the Board of Directors .......... 1973 5,497,928 (5)
Philip C. Williamson, 33, Vice Chairman, Chief
Executive Officer and a director of Williamson-Dickie
Manufacturing Company, Fort Worth, Texas. Mr.
Williamson is a member of the Executive, Operating,
Long Range Planning, Compensation and Organization
Development Committees of the Board of Directors (7) ... 1990 5,498,896 (5)
(1) Amounts shown include shares subject to options that are exercisable
within sixty days for the named directors as follows: Mr. Luke, 7,400;
Dr. Miller, 9,000.
<PAGE>
(2) Mr. Joseph J. Harkins was formerly an Executive Vice President of The
Chase Manhattan Bank, N.A. Mr. Harkins retired from his position as
Executive Vice President effective January 31, 1990. The Chase
Manhattan Bank is a participant with other lenders in the $6,000,000
Revolving Credit Agreement against which no borrowing was outstanding
at year-end. During 1990, the company concluded with The Chase
Manhattan Bank a loan in the amount of $5,000,000 to finance the
construction of plant and equipment at the company's Washington,
Georgia, facility and a separate loan in the amount of $9,000,000 under
which $6,000,000 was borrowed to finance the construction of plant and
equipment at the company's Technical Center in Newport News, Virginia.
On August 18, 1994, the Chase Manhattan Bank participated to the extent
of $13,000,000 in the Term Loan Agreement in the amount of $25,000,000
undertaken to finance the company's investment in its Mexican
subsidiary, NEPSA.
(3) Does not include shares owned of record by Williamson-Dickie
Manufacturing Company, in which Mr. Lefler has a .5670% interest, due
to the insignificant percentage of his ownership in Williamson-Dickie
Manufacturing Company.
(4) Mr. John W. McMackin is a partner in and shareholder of the law firm of
Decker, Jones, McMackin, McClane, Hall & Bates of Fort Worth, Texas.
The law firm of Decker, Jones, McMackin, McClane, Hall & Bates provides
professional services in the ordinary course of business to Williamson-
Dickie Manufacturing Company and its principals. Decker, Jones,
McMackin, McClane, Hall & Bates also provides legal services in the
ordinary course of business to Blessings Corporation, in particular,
SEC and related public disclosure advisory services.
(5) The Williamson-Dickie Manufacturing Company owns 5,496,096 shares
(53.8%) of Blessings' common stock outstanding. Mr. J. Donovan
Williamson owns 1,832 shares and Mr. Philip C. Williamson owns 2,800
shares of Blessings' common stock in addition to the Blessings shares
owned beneficially through their interest in the Williamson-Dickie
Manufacturing Company. Thus, beneficially, Mr. J. Donovan Williamson
owns 5,497,928 shares (53.8%) and Mr. Philip C. Williamson owns
5,498,896 shares (53.8%) of the outstanding common stock of Blessings.
(6) Reporting person disclaims beneficial ownership of 276,000 of the
shares held by father and brother.
(7) Mr. Philip C. Williamson is the nephew of Mr. J. Donovan Williamson.
(8) Reporting person disclaims beneficial ownership of 200 of the shares
held as custodian for two minor grandchildren.
The shares represented by the proxy cards returned will be VOTED FOR
the election of these nominees unless instructions to the contrary are
indicated on the proxy cards.
<PAGE>
Selection of Auditors
The Board of Directors, in accordance with the recommendation of its
Audit Committee, the members of which are not employees of the company, has
appointed Deloitte & Touche LLP, independent certified public accountants,
as the auditors of the company for the fiscal year ended December 31, 1994,
and is planning to reappoint the firm for the 1995 fiscal year. The company
has also engaged the firm of Galaz, Gomez Morfin, Chavero, Yamazaki of the
international accounting firm Deloitte Touche Tohmatsu International as the
auditors of its NEPSA subsidiary for the fiscal year ended December 31,
1994, and has agreed to reappoint the firm for the 1995 fiscal year.
Deloitte & Touche LLP, a nationally-known firm of independent certified
public accountants, has audited Blessings' financial statements for more
than twenty-five years. Blessings has been advised by Deloitte & Touche LLP
that neither that firm nor any of its associates has any relationship with
Blessings or any affiliate of Blessings other than the usual relationship
that exists between independent certified public accountants and client. If
Deloitte & Touche LLP should decline to act or otherwise become incapable
of acting or if their appointment is otherwise discontinued, the Board will
appoint other independent accountants. Deloitte & Touche LLP will have
representatives at the shareholders' meeting who will have an opportunity
to make a statement and will be available to respond to appropriate
questions.
Submission of Shareholder Proposals
for The 1996 Annual Meeting of Shareholders
Any shareholder proposal submitted for inclusion in the proxy
statement and form of proxy for the 1996 Annual Meeting of Shareholders
must be received at Blessings' principal executive offices in Newport News,
Virginia, on or before December 8, 1995.
Other Matters That May Come Before The Meeting
The management of the corporation knows of no matters to be brought
before the meeting other than as stated in the Notice of Meeting. However,
if any other matters properly come before the meeting, it is the intention
of Blessings that proxies received in response to this solicitation will be
voted on such matters in accordance with the best judgment of the person or
persons named on the accompanying form.
A copy of the annual report for the fiscal year ended December 31,
1994, is being mailed to shareholders with the proxy statement. The annual
report is not to be regarded as a proxy-soliciting material or a
communication by means of which any solicitation is to be made.
By Order of The Board of Directors
JAMES P. LUKE
Executive Vice President
Secretary/Treasurer
Newport News, Virginia
April 7, 1995
=============================================================================
PROXY
BLESSINGS CORPORATION
200 Enterprise Drive
Newport News, VA 23603
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- May 16, 1995
Revoking any prior appointments, the undersigned hereby appoints James
P. Luke, John W. McMackin and Elwood M. Miller and each of them as Proxies
with full power of substitution, and hereby authorizes them to represent and
to vote as designated herein all the shares of the common stock of Blessings
Corporation held of record by the undersigned on March 17, 1995 at the Annual
Meeting of Shareholders to be held at The Chase Manhattan Bank, One Chase
Manhattan Plaza, Auditorium A, New York, New York on Tuesday, May 16, 1995
at 10:00 A.M. (E.D.S.T.).
(Continued on Other Side)
------------------------------------------------------------------------------
FOLD AND DETACH HERE
The Board of Directors recommends a vote FOR the nominees listed in item No. 1.
Item No. 1. ELECTION OF DIRECTORS
[ ] For all listed nominees
[ ] Withhold authority to vote for all listed nominees
NOMINEES: L. Birnbaum, J.J. Harkins, R.S. Lefler, J.P. Luke, J.W. McMackin,
E.M. Miller, R.C. Patton, O.E. Scherer, M. Villarreal, R.E. Weber,
J.D. Williamson and P.C. Williamson.
______________________________________________________________________
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided above.
Item No. 2. In their discretion, the Proxies are authorized vote upon such
other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Please Mark, Sign, Date and Return this Proxy Card Promptly
Using the Enclosed Envelope.
Please sign name exactly as it appears. If joint tenants, both should sign.
Give full title if signing as attorney, executor, administrator, trustee or
guardian. If a corporation, sign full corporate name by authorized officer.
If a partnership, sign partnership name by authorized person.
__________________________________________________________________________
__________________________________________________________________________
Signature of Shareholder(s)
Date_________________________________________________________________,1995
-----------------------------------------------------------------------------
FOLD AND DETACH HERE
=============================================================================
</TABLE>
