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
BLESSINGS CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[Blessings Corporation logo]
Blessings Corporation
200 Enterprise Drive
Newport News, VA 23603
(757) 887-2100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 1998
To Shareholders of BLESSINGS CORPORATION:
We extend to you a cordial invitation to attend the 1998 Annual Meeting of
Shareholders of Blessings Corporation which will be held at 10:00 A.M. at the
Williamsburg Marriott, Auditorium, 50 Kingsmill Road, Williamsburg, Virginia,
on May 19, 1998, for the following purposes:
1. To elect a board of eleven (11) 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 April 3, 1998, 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
Chief Financial Officer
Secretary
Newport News, Virginia
April 9, 1998
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>
BLESSINGS CORPORATION
200 Enterprise Drive
Newport News, VA 23603
----------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 19, 1998
----------------
Solicitation and Revocation of Proxy
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Blessings Corporation
("Blessings") for use at the Annual Meeting of Shareholders to be held on May
19, 1998, at 10:00 A.M. (E.D.S.T.). The approximate date this proxy statement
and the enclosed form of proxy, along with the annual report of Blessings
Corporation for the fiscal year ended December 31, 1997, are first being sent
to shareholders is April 9, 1998.
The cost of preparing, printing and mailing this proxy statement will be
borne by Blessings. Solicitation will be made for the most part by mail.
Employees of Blessings, who will receive no additional compensation, may also
solicit proxies by telephone, telegraph or personal interview. Blessings may
also request brokers and other custodians, nominees and fiduciaries to forward
the proxy material to their principals and will reimburse them for their
reasonable out-of-pocket expenses.
When voting for the election of directors, by checking the appropriate box
on your proxy card, you may:
1. Vote FOR all of the director nominees as a group;
2. Withhold authority to vote for all director nominees as a group; or
3. Decline to vote for any individual nominee by writing that nominee's
name in the space provided.
Shareholders executing a proxy may revoke it before it is voted by filing
with the Secretary of Blessings an instrument of revocation, by submitting a
subsequently dated proxy or by attending the meeting and withdrawing the proxy.
Each unrevoked proxy card, properly executed and received prior to the close of
the meeting, will be voted as indicated.
WHERE SPECIFIC INSTRUCTIONS ARE NOT INDICATED, THE PROXY WILL BE VOTED FOR
THE ELECTION OF ALL DIRECTORS AS NOMINATED.
1
<PAGE>
Voting Securities and Principal Holders Thereof
Only common shareholders of record at the close of business on April 3,
1998, are entitled to vote at the annual meeting. On February 20, 1998,
10,126,857 shares of common stock, $.71 par value, were outstanding and held by
approximately 2,200 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 is 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 shares 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.
Abstentions will be, but broker non-votes will not be, considered shares
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 April 3, 1998, will be available at
the office of Geddy, Harris & Geddy, 516 South Henry Street, Williamsburg,
Virginia, for the ten days preceding the annual meeting. Inspectors of the
elections will be provided by the Company's transfer agent ChaseMellon
Shareholder Services.
Principal Shareholders
Reported as of December 31, 1997
Set forth below is information relating to the beneficial ownership of the
Company's common stock by each person or group of affiliated persons who is
known by the Company to own more than 5% of the Company's common stock.
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Beneficial of
Title of Class Name and Address of Beneficial Owner Ownership (1) Class (6)
- ---------------- ---------------------------------------- --------------- ------------
<S> <C> <C> <C>
Common Stock Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401 ............ 680,502 6.7(2)
Royce & Associates Inc.
1414 Avenue of the Americas
New York, NY 10019 ................ 535,200 5.3(2)
Williamson-Dickie Manufacturing Company
319 Lipscomb Street
Fort Worth, TX 76104 ............... 5,496,096 54.3
Williamson, J. Donovan
Suite 410 University Center I
1300 South University Drive
Fort Worth, TX 76107 ............... 5,501,628 54.3(3)
Williamson, Philip C.
Williamson-Dickie Manufacturing Company
PO Box 1779
Fort Worth, TX 76101 ............... 5,501,596 54.3(4)
</TABLE>
2
<PAGE>
Security Ownership by Management
Reported as of February 2, 1998
Set forth below is information relating to the beneficial ownership of the
Company's common stock by (1) each of the Company's directors and named
executive officers who own common stock, and (2) all of the Company's directors
and named executive officers as a group.
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Beneficial of
Title of Class Name of Beneficial Owner Ownership (1)(5) Class (6)
- ---------------- -------------------------------------------------- ------------------ -------------
<S> <C> <C> <C>
Common Stock Birnbaum, Leonard ................................ 79,238 *
Carlson, Michael C. .............................. 10,000 *
Durboraw, Wayne A. ............................... 13,147 *
Harkins, Joseph J. ............................... 12,134 *
Hogg, John M. .................................... 3,400 *
Luke, James P. ................................... 69,490 *
McMackin, John W. ................................ 24,542 *
Miller, Elwood M. ................................ 87,812 *(7)
Patton, Richard C. ............................... 4,600 *
Villarreal G., Manuel ............................ 396,613 3.9(8)
Weber, Robert E. ................................. 12,000 *
Williamson, J. Donovan ........................... 5,501,628 54.3(3)
Williamson, Philip C. ............................ 5,501,596 54.3(4)
All of the above and other executive officers as a
group (18 persons) ........................... 6,260,033 61.1
</TABLE>
* 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 Notices of Filing with the Securities and Exchange
Commission on Schedule 13G of beneficial ownership of shares of Blessings'
common stock in excess of 5% of total shares outstanding from Royce &
Associates Inc. and Dimensional Fund Advisors, Inc. Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor, is deemed
to have sole dispositive power over of 680,502 and sole voting power over
444,190 shares of Blessings Corporation stock as of December 31, 1997, all
of which shares are held in portfolios of DFA Investment Dimensions Group
Inc., a registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors Inc. serves
as investment manager. Dimensional disclaims beneficial ownership of all
such shares.
(3) The Williamson-Dickie Manufacturing Company owns 5,496,096 shares of
Blessings' common stock outstanding. Mr. J. Donovan Williamson owns 4,032
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 4,000
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. Birnbaum, 1,500; Mr.
Carlson 8,000; Mr. Durboraw, 9,700; Mr. Harkins, 1,500; Mr. Hogg, 500; Mr.
Luke, 25,400; Mr. McMackin, 1,500; Dr. Miller, 37,000; Mr. Patton, 1,500;
Mr. Weber, 1,500; Mr. J.D. Williamson, 1,500; Mr. P.C. Williamson, 1,500
all directors and executive officers as a group (18 persons), 127,800.
(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 10,126,857 shares of common stock issued and
outstanding on February 20, 1998. 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) Includes 800 shares held as custodian for a child and two grandchildren of
which the reporting person disclaims beneficial ownership.
(8) Includes 276,000 shares held by father and brother of which the reporting
person disclaims beneficial ownership.
3
<PAGE>
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 eleven (11) meetings of the board and ten (10) meetings of committees of
the board in the fiscal year ended December 31, 1997. The overall attendance at
these meetings was 97%. 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 seven (7) standing committees: the Executive Committee, the
Nominating Committee, the Audit Committee, the Compensation Committee, the
Organization Development 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 seven 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
did not meet during the fiscal year ended December 31, 1997.
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 once during the fiscal
year ended December 31, 1997.
Audit Committee
The Audit Committee is comprised of three members, all of whom are
independent directors for purposes of the rules of the American Stock Exchange.
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 two (2) times during the fiscal year ended December 31,
1997.
Compensation Committee
The Compensation Committee consists of four members, all of whom are
"non-employee directors" for purposes of Securities Exchange Act of 1934 Rule
16b - 3 and "Outside Directors" for purposes of Section 162 (m) of the Internal
Revenue Code. The committee reviews and approves the salary and incentive
compensation recommendations made by the CEO for all senior officers and key
employees of the company. The committee determines the salary and incentive
actions appropriate for the CEO and makes reports and recommendations to the
board with respect to all compensation and employee benefit matters. In
carrying out its responsibilities, the committee from time to time engages
independent compensation consultants to provide data on compensation trends and
practices to insure that the company maintains an equitable and competitive
compensation profile.
4
<PAGE>
The committee also administers the following incentive and stock plans of
the Company:
-- Blessings Corporation 1991 Stock Option Plan (1991 Option Plan).
-- Blessings Corporation 1993 Annual Incentive Plan for Key Employees
(1993 Incentive Plan).
-- 1993 Restricted Stock Plan for Non-Employee and Certain Other Directors
of Blessings Corporation (1993 Director Restricted Stock Plan).
-- Blessings Corporation 1993 Restricted Stock Plan for Key Employee (1993
Key Employee Restricted Stock Plan).
-- 1995 Non-Employee Directors Stock Option Plan (1995 DSOP).
-- 1997 Long-Term Incentive Plan (1997 Long-Term Plan).
The Committee met six (6) times during fiscal year ended December 31,
1997.
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 did not meet during
the fiscal year ended December 31, 1997.
Long Range Planning Committee
The Long Range Planning Committee is comprised of seven members, five 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, 1997.
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 did not meet during the fiscal year ended
December 31, 1997.
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 is $900 and the fee for any
subsequent meetings on the same date is $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
Investor Relations 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.
5
<PAGE>
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 $60,000 bonus by the Board of Directors at its
meeting on May 20, 1997. Compensation for the Vice Chairman of the
Executive Committee has been set by the board at an annual rate of
$60,000.
1993 Restricted Stock Plan for Non-Employee and Certain Other Directors of
Blessings Corporation
-- With the advice and assistance of nationally recognized independent
compensation consultants, the Compensation Committee of the Board of
Directors 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 (the "1993 Director Restricted Stock Plan") as
recommended by the committee to the Board of Directors. The Committee
believes that the 1993 Director Restricted Stock Plan serves 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.
On May 20, 1997, in accordance with the 1993 Director Restricted Stock
Plan, the Board granted 3,000 shares of Blessings Corporation common
stock to the Chairman and 400 shares to the Vice Chairman and each of the
other non-employee directors.
On December 2, 1997, the Board of Directors extended the term of the 1993
Director Restricted Stock Plan for one additional year to July 9, 1998.
No additional shares were authorized under the Plan as 20,200 shares
remain undistributed.
1995 Non-Employee Directors' Stock Option Plan
-- At its meeting on May 17, 1995, the Board of Directors approved, subject
to the approval of shareholders, the 1995 Non-Employee Directors Stock
Option Plan (the "1995 DSOP"). At the annual meeting of shareholders held
on May 21, 1996, the shareholders approved the 1995 DSOP as recommended
by the Board of Directors. In accordance with the provisions of the 1995
DSOP, each non-employee director will be granted an option to acquire 500
shares of common stock of the Company on the first business day after the
date of each Annual Meeting. Except for certain conditions relating to
death, disability or retirement, each option expires five years from the
date of grant. The Company believes the 1995 DSOP promotes the interests
of the Company and its shareholders by strengthening the Company's
ability to attract, motivate and retain Directors of training, experience
and ability, and encourages the highest level of Directors' performance
by providing Directors with a proprietary interest in the Company's
financial success and growth.
1997 Long-Term Incentive Plan
-- At the Annual meeting of Shareholders held on May 20, 1997, the
shareholders voted to approve the adoption of the 1997 Long-Term
Incentive Plan. The objective of the Plan is to attract and retain
dedicated and loyal employees and directors of outstanding ability, to
stimulate the efforts of such persons in meeting the Company's objectives
and to encourage ownership of the Company's common stock by employees and
directors.
The Plan is administered by the Compensation Committee of the Board of
Directors who may grant either Incentive Stock Options or Non-Qualified
Stock Options, both of which cannot be less than one hundred percent
(100%) of the fair market value on the date the option is granted and
must be exercised during a term not to exceed ten (10) years. An
aggregate of 150,000 shares of Blessings common stock has been reserved
for issuance upon exercise of options granted under the plan.
6
<PAGE>
Directors' Stock Ownership Guidelines
-- At its meeting on April 18, 1995, the Board of Directors adopted the
following guidelines for common stock ownership by directors of the
Company:
Three (3) years of service 3,000 shares
Five (5) years of service 5,000 shares
Eight (8) years of service 8,000 shares
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
company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
---------------------- -------------------------- ---------
Restricted
Stock Options/ LTIP All Other
Name and Salary Bonus Award(s) SARs Payouts Compensation
Principal Position Year ($) ($) (1) ($) (#) ($) ($) (2)
- ---------------------------- ------ ----------- ---------- ----------- -------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael C. Carlson (3) 1997 $168,967 $ 51,413 -0- 5,000/0 -0- $ 4,750
President, Edison Plastics 1996 38,076 30,000 -0- 3,000/900 -0- -0-
1995 -0- -0- -0- -0- -0- -0-
Wayne A. Durboraw 1997 115,825 42,396 -0- 3,000/0 1,988 24,930
Controller 1996 111,500 43,173 -0- 1,500/450 540 13,922
1995 105,200 50,370 -0- -0- 4,708 12,032
James P. Luke 1997 244,852 98,535 -0- 5,000/0 10,238 51,681
Executive Vice President 1996 237,600 82,799 -0- 25,000/0 1,120 31,707
Chief Financial Officer 1995 219,100 94,414 -0- 5,000/1,500 9,817 25,922
Elwood M. Miller 1997 305,770 123,156 -0- 8,000/0 46,846 69,898
President and 1996 289,000 100,711 -0- 25,000/0 107,163 65,381
Chief Executive Officer, 1995 262,500 113,116 -0- 10,000/3,000 136,744 67,586
Blessings
Manuel Villarreal G. 1997 140,601 60,200 -0- -0- -0- -0-
President and 1996 147,885 92,500 -0- -0- -0- -0-
Chief Executive Officer, 1995 96,272 74,000 -0- -0- -0- -0-
NEPSA
</TABLE>
- ------------------
(1) Cash amounts awarded under the 1993 Incentive Plan for the respective
fiscal years.
(2) Amounts included in all other compensation for fiscal years 1997, 1996, and
1995 respectively include company matching contributions to the 401(k)
savings plan: in 1997 of $4,750 for Mr. Carlson; $4,589 for Mr. Durboraw;
$4,589 for Mr. Luke; $4,589 for Dr. Miller; in 1996 of $4,500 for Mr.
Durboraw; $4,500 for Mr. Luke; $4,500 for Dr. Miller; in 1995 of $4,620
for Mr. Durboraw; $4,620 for Mr. Luke; $4,620 for Dr. Miller. The
remaining amounts for the named officers represent accruals to the
Supplemental Executive Retirement Plan.
(3) Michael C. Carlson joined the Company effective October 7, 1996.
7
<PAGE>
Options
The following table sets forth the details of options granted to the
individuals listed in the Summary Table during fiscal year 1997. The second
table in this section shows value of exercised and unexercised options.
Option/SAR Grants Table
Option/SAR Grants in the Year Ended 12/31/97
<TABLE>
<CAPTION>
Potential Realizable
Value
At Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants For Option Terms
--------------------------------------------------------- -------------------
% of Total
Options/SARs
Granted to Exercise
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year $/Share Date 5% - $ 10% - $
- -------------------- -------------- -------------- --------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Carlson 5,000/0 8.3/0 10.50 05/19/02 14,505 32,052
Wayne A. Durboraw 3,000/0 5.0/0 10.50 05/19/02 8,703 19,231
James P. Luke 5,000/0 8.3/0 10.50 05/19/02 14,505 32,052
Elwood M. Miller 8,000/0 13.3/0 10.50 05/19/02 23,208 51,283
</TABLE>
Option/SAR Exercises and Year-End Value Table
<TABLE>
<CAPTION>
$ Value of
Unexercised
In-the-Money
Number of Unexercised Options/SARs
Shares Options/SARs at 12/31/97 at 12/31/97
Acquired on Value -------------------------------- --------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ------------- --------- -------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Carlson -0- -0- 8,000/900 -0- 36,439/4,557 -0-
Wayne A. Durboraw -0- -0- 9,700/2,010 -0- 32,749/6,000 -0-
James P. Luke -0- -0- 25,400/6,120 -0- 75,684/16,330 -0-
Elwood M. Miller -0- -0- 37,000/8,700 -0- 75,250/12,375 -0-
</TABLE>
8
<PAGE>
The Blessings Corporation Employees' Pension Trust Plan (the "Pension
Plan"), the Cost Recovery Supplemental Retirement Income Plan (the "SERP"), the
Supplemental Restoration Plan (the "Restoration Plan") and the Employees'
Defined Contribution 401(k) Savings Plan (the "401(k) Plan") are available only
to domestic United States employees of Blessings Corporation and its divisions,
and not to employees of its NEPSA subsidiary.
Employee Pension Trust Plan
The Blessings Corporation Pension 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 Pension Plan defines
annual earnings as taxable earnings plus any 401(k) deferrals of the employee.
While the Pension Plan formula does not incorporate a direct social security
offset, 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. The Company maintains the Restoration Plan which is designed
to restore pension benefits otherwise provided by the Pension Plan, but which
have become limited as a result of changes in the Internal Revenue Code. The
Restoration Plan covers all employees of Blessings Corporation who are
participants in the Pension 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 Restoration
Plan, when added to the benefits earned under the Pension Plan exceed total
benefits calculated under the Pension 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.
<TABLE>
<CAPTION>
Annual Benefit Upon Retirement
Average Annual Earnings With Years of Service Indicated
During the Highest Five ----------------------------------------------------------------
Consecutive Years of the
Final Ten Years of Service 15 Years 20 Years 25 Years 30 Years 35 Years
- ----------------------------------------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
$100,000............................ $ 18,104 $ 24,138 $ 30,172 $ 36,209 $ 42,242
200,000............................ 37,605 50,138 62,671 75,211 87,743
300,000............................ 57,106 76,138 95,170 114,212 133,244
400,000............................ 76,607 102,138 127,669 153,214 178,745
500,000............................ 96,108 128,138 160,168 192,216 224,246
600,000............................ 115,609 154,138 192,667 231,218 269,747
</TABLE>
The credited years of service for persons named above at their normal
retirement dates are as follows: Mr. Durboraw, 30 years; Mr. Hudson, 21 years;
Mr. Luke, 32 years; and Dr. Miller, 16 years; Sr. Villarreal is not a
participant in the Pension Plan.
Cost Recovery Supplemental Retirement Income Plan
Effective January 1, 1980, Blessings established the SERP which is an
unfunded, non-qualified plan and is not subject to the Employee Retirement
Income Security Act of 1974 as amended. The plan covers Messrs. Durboraw, Luke
and Miller.
The SERP 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 Pension Plan, and 100% of benefits payable
under the 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 SERP 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. 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 SERP is designed so that, if the assumptions made as to
mortality experience, policy dividends and other
9
<PAGE>
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. Durboraw, $24,033; Mr. Luke,
$58,511; and Dr. Miller, $141,499.
Employees' Defined Contribution 401(k) Savings Plan
The Company maintains the 401(k) Plan for all employees. Under the terms
of the 401(k) 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 $9,500 during 1997. 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 401(k) Plan with the Company's contribution
not to exceed a maximum of 3% of the employee's earnings. The 401(k) 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 and international
equity fund. For the year ended December 31, 1997, the Company's matching
contributions to the 401(k) Plan totaled $435,069. Blessings' aggregate
contributions under the 401(k) Plan for the three most recent fiscal years with
respect to the persons named in the summary compensation table, all current
executive officers as a group and all other employees, excluding executive
officers as a group, were as follows: Mr. Carlson, $4,750; Mr. Durboraw,
$13,709; Mr. Luke, $13,709; Dr. Miller, $13,709; all current executive officers
as a group, $97,298; and all other employees, excluding current executive
officers as a group, $1,053,948.
Transactions With Management and Others
Pursuant to the provisions of the 1991 Option Plan and further subject to
the provisions of the Blessings Corporation 1996 Executive Stock Loan Purchase
Program (the "1996 Program"), the Company has guaranteed personal loans in the
amount of $231,250 each, undertaken by Dr. Elwood M. Miller and Mr. James P.
Luke with a major financial institution with interest at the prime rate minus
0.25% in order for them to exercise stock options for 25,000 shares each of
Blessings Corporation common stock granted on February 23, 1996. The guarantees
are for a term not to exceed five years. The agreement provides that the loans
may be "interest only" for no more than three years with amortization in full
over the fourth and fifth years, if not sooner.
The Company has undertaken this arrangement to facilitate the purchase of
Company stock by its senior executives in order to align their financial
rewards with the financial rewards realized by all other holders of the common
stock. The following table shows the outstanding balance of personal loans with
a concomitant company guarantee as of February 2, 1998:
<TABLE>
<CAPTION>
Executive Officer February 2, 1998
- ----------------------------------------------------------- -----------------
<S> <C>
Elwood M. Miller, President & CEO $231,250
James P. Luke, Executive Vice President & CFO $231,250
</TABLE>
On February 9. 1998, the Company acquired the remaining 40% of its
subsidiary in Mexico, Nacional de Envases Plasticos, S. A. de C. V. ("NEPSA")
and its associated companies. Sr. Manuel Villarreal G., received $1,283,415 on
the closing date for the sale of his interest as a minority stockholder in the
NEPSA companies.
10
<PAGE>
Stock Performance Chart
The following chart compares the cumulative total return to shareholders
on the Company's common stock with the cumulative total return of the American
Stock Exchange Market Index and a Plastics Industry Peer Group comprised of
sixty-eight (68) public companies identified by SIC Codes 3080-3089 with annual
sales of less than $1 billion. Interested shareholders may obtain a copy of the
listing of this Plastic Industry Peer Group by contacting the Controller,
Blessings Corporation. The comparison assumes $100 was invested on December 31,
1992, in the Company's common stock and in each of the foregoing indices, and
assumes reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Blessings Corp., AMEX & Plastics Peer Group
Fiscal Year Ending December 31, 1997
[GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996 1997
Blessings Corporation 100 135 164 123 115 182
American Exchange Market 100 120 109 137 146 171
Plastics Peer Group 100 106 110 134 156 187
</TABLE>
11
<PAGE>
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.
Following this overriding principle, the compensation program:
-- Seeks to provide competitive annual compensation consistent with the
attainment of established return on asset and growth in earnings
performance objectives to create a results oriented environment;
-- Provides longer-term incentive for the appreciation of shareholder value
by offering equity ownership in the Company through the stock award
component of the 1993 Incentive Plan, through stock option awards from
the 1997 Long-Term Plan and through the Executive Stock Loan Purchase
Program which encourages key employees to purchase Blessings common
stock.
-- Attracts and retains key executives critical to the long-term success of
the Company.
Key Elements:
-- A basic element of the Executive Compensation Program is to set
compensation target levels around the fiftieth percentile of industry
practices for comparable companies.
-- 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 as established
by the Committee based upon competitive market analysis provided by a
nationally recognized independent compensation consultant. During 1997,
the Committee engaged its independent consultant to reevaluate the most
senior management positions to ensure that appropriately competitive
compensation levels are maintained. These studies concluded that, of the
positions evaluated, all were essentially commensurate with competitive
positions. The recommendations contained in the studies were adopted by
the Committee, and have provided the basis for compensation decisions
throughout the ensuing year.
-- On May 18, 1993, shareholders approved the 1993 Incentive Plan for Key
Employees (the "1993 Incentive Plan"). The 1993 Incentive 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(R) 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 and performance in
excess thereof is compensated for in shares of Blessings' common stock at
a market price representing 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 the President & CEO
and the EVP & CFO, 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. In each of the fiscal years
1995 and 1996, application of the performance modifier reduced, and in
1997 increased, the awards otherwise earned by Dr. Miller and Mr. Luke by
10%.
12
<PAGE>
-- In 1995, the Committee authorized the introduction of a discretionary
component to the 1993 Incentive Plan formula. This modification provides
for a 25% increase or decrease of individual cash bonuses at the
discretion of the President & CEO (with the exception of his own which is
determined by the Committee), subject to the approval of the Committee
and to the limitation that the net amount of all such discretionary
increases or decreases will not exceed the total cash award for all
participants if calculated solely in accordance with the return on assets
formula.
-- On May 20, 1997, shareholders approved the 1997 Long-Term Incentive Plan
(1997 Long-Term Plan) which provides for the award of common stock
options to senior executives, non-employee directors, and other key
employees of the Company designated by senior management and approved by
the Committee. The 1997 Long-Term Plan is designed to recognize and
reward key employee and director performance, to enhance the interest of
key employees and directors 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. The
Company has never repriced stock options. In 1997, 60,000 option shares
were granted under the 1997 Long-Term Plan.
Other:
-- Regarding the Committees' 1993 agreement with Dr. Miller for compensation
forfeited upon leaving his former employer (1993 Key Employee Restricted
Stock Plan), Dr. Miller was issued 25,094* shares, of which 11,050 shares
vested on November 15, 1994, 7,938 shares vested on November 15, 1995,
4,488 shares vested on November 15, 1996 and 1,618 shares vested on
November 15, 1997.
* After effect of 2 for 1 stock split paid 12/15/94.
-- The Company has an agreement with Mr. Luke which 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 an agreement with Dr. Miller which provides that in the
event of a Change of Control (as defined by the agreement) the Company
will pay to Dr. Miller an amount equal to the present value of the total
amounts of money that would have been paid to him during the period
beginning on the date of the Change of Control and ending on a date two
(2) years subsequent to the Change of Control. In addition, Dr. Miller
will receive $100,000 for each $1.00 the stock of the Company sells for
in excess of $12.50 per share. In no event will the total of the present
value of the above payments exceed 2.99 times the base amount of
compensation as defined by the agreement.
-- The Company has an agreement with Mr. John W. McMackin which provides
that, in the event of a Change of Control in the Company, Mr. McMackin
will be entitled to receive the lesser of the sum of $500,000 or an
amount not to exceed 2.99 times his average annual compensation for the
two (2) Fiscal Years of the Company preceding the Fiscal Year in which
the Change of Control occurs.
CEO Compensation:
The parameters used in determining the salary and total compensation of
the Chief Executive Officer were established in accordance with the results of
an extensive analysis of competitive compensation undertaken by independent
compensation consultants engaged by the Committee. These studies, established
salary grade and incentive ranges for the CEO and other senior corporate
officers, based upon published competitive survey data from numerous sources to
establish a market match for companies with similar characteristics (e.g.,
freestanding, public manufacturing corporations with annual sales of
approximately $200 million).
13
<PAGE>
The CEO's current compensation level is in the middle of the range of
competitive industry analysis and, based on future performance and contribution
to the attainment of the goals established by the Board of Directors, he will
have the opportunity to advance to the highest level of the competitive range.
The CEO's salary increase in fiscal year 1997 was based on the Committee's
evaluation of his performance. It is the opinion of the Committee that Dr.
Miller has been instrumental since assuming his CEO responsibilities in May
1994, in initiating programs designed to lead the Company into new market
directions for the enhancement of long term growth and profitability. During
the year the Company entered into a Change of Control agreement with Dr. Miller
(see above). The Board of Directors of the Company considers it essential to
the best interests of the shareholders of the Company to foster the continued
employment of Dr. Miller during a period of assessment of strategic
alternatives to optimize shareholder value. The agreement is intended to ease
the uncertainty and distraction that such an assessment may induce and to
ensure his undivided dedication and efforts without undue concern for his
financial security.
All recommendations of the Committee are submitted to the full Board of
Directors of the Company for approval prior to implementation. There are no
Compensation Committee interlocks. All members of the Committee are
non-employee Directors of the Company.
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; Robert E. Weber (Chairman); Philip C. Williamson.
THE PRECEDING "STOCK PERFORMANCE CHART" AND "COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION " SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR
INCORPORATED BY REFERENCE IN ANY DOCUMENTS SO FILED.
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
eleven (11) 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, and
all have consented to serve if elected. 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 2, 1998, and is based, in part, on
information furnished by the nominees and, in part, on the records of
Blessings.
14
<PAGE>
<TABLE>
<CAPTION>
Number Of
Shares
Name, Age And Principle Occupation Director Beneficially
For The Last Five Years Since Owned (1)
- --------------------------------------------------------------------------- ---------- ----------------
<S> <C> <C>
Leonard Birnbaum, 79, 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 79,238
Joseph J. Harkins, 66, 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 and Monticello
Insurance Company, New York, New York. Mr. Harkins is Chairman of
the Audit Committee and a member of the Compensation, Long
Range Planning and Nominating Committees of the Board of
Directors. (2) ........................................................... 1972 12,134
John M. Hogg, 65, President, Chief Executive Officer and a director of
the Sid Richardson Carbon & Gas Co., Fort Worth, Texas; and a
director of Williamson-Dickie Manufacturing Company, Fort Worth,
Texas. Mr. Hogg is a member of Audit, Long Range Planning and
Nominating Committees of the Board of Directors .......................... 1997 3,400
James P. Luke, 55, Executive Vice President, Chief Financial Officer
and Secretary 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 69,490
John W. McMackin, 67, Shareholder 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 Committee of the Board
of Directors.(3) ......................................................... 1977 24,542
Elwood M. Miller, 53, 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 87,812(4)
Richard C. Patton, 35, President of Woodmont Capital LLC. Mr. Patton
was a former portfolio manager for Fidelity Investments, Boston,
Massachusetts. Mr. Patton attended Harvard Graduate School of
Business Administration 1990 to 1992. Mr. Patton is a member of the
Long Range Planning Committee and Chairman of the Investor
Relations Committee of the Board of Directors ............................ 1994 4,600
Manuel Villarreal G., 44, 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 since that time. Sr. Villarreal is a member of the
Executive Committee of the Board of Directors ............................ 1994 396,613(5)
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Number Of
Shares
Name, Age And Principle Occupation Director Beneficially
For The Last Five Years Since Owned (1)
- ---------------------------------------------------------------------- ---------- ------------------
<S> <C> <C>
Robert E. Weber, 66, Chairman and Retired Chief Executive Officer of
Osmose Wood Preserving, Inc., Buffalo, New York. Mr. Weber is a
member of the Executive Committee and Chairman of the
Compensation and Organization Development Committees of the
Board of Directors .................................................. 1989 12,000
J. Donovan Williamson, 61, Consultant to and Director of
Williamson-Dickie Manufacturing Company, Fort Worth, Texas; Vice
President and a Director of Williamson Industries, Ltd.; President of
JDW, Inc., an investment company, Fort Worth, Texas. Mr. Williamson
is Vice Chairman of the Executive Committee and Chairman of the
Nominating Committee of the Board of Directors ...................... 1973 5,501,628(6)
Philip C. Williamson, 35, Chairman, President, Chief Executive Officer
and a director of Williamson-Dickie Manufacturing Company, Fort
Worth, Texas. Mr. Williamson is a member of the Executive, Long
Range Planning, Compensation and Organization Development
Committees of the Board of Directors (7) ............................ 1990 5,501,596(6)
</TABLE>
- ------------------
(1) Amounts shown include shares subject to options that are exercisable within
sixty days for the named directors as follows: Mr. Leonard Birnbaum,
1,500; Mr. Joseph Harkins, 1,500; Mr. John Hogg, 500; Mr. James Luke,
25,400; Mr. John McMackin, 1,500; Dr. Elwood Miller, 37,000; Mr. Richard
Patton, 1,500; Mr. Robert Weber, 1,500; Mr. J.D. Williamson, 1,500; Mr.
Phillip Williamson, 1,500.
(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. 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) Mr. John W. McMackin is a shareholder in 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.
(4) Reporting person disclaims beneficial ownership of 800 shares held as
custodian for a child and for two grandchildren.
(5) Reporting person disclaims beneficial ownership of 276,000 of the shares
held by father and brother.
(6) The Williamson-Dickie Manufacturing Company owns 5,496,096 shares (54.3%)
of Blessings' common stock outstanding. Mr. J. Donovan Williamson owns
4,032 shares and Mr. Philip C. Williamson owns 4,000 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 5,500,128 shares
(54.3%) and Mr. Philip C. Williamson owns 5,500,096 shares (54.3%) of the
outstanding common stock of Blessings.
(7) Mr. Philip C. Williamson is the nephew of Mr. J. Donovan Williamson.
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.
16
<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, 1997, and is
planning to reappoint the firm for the 1998 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, 1997, and intends to
reappoint the firm for the 1998 fiscal year. Deloitte & Touche LLP, a
nationally-known firm of independent certified public accountants, has audited
Blessings' financial statements for more than twenty-seven 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.
Section 16(a) Beneficial Ownership Reporting Compliance
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 Reporting Persons complied on a
timely basis with all filing requirements applicable to them with respect to
transactions during fiscal 1997, except that Mr. Richard Patton filed a Form 4
late with regard to the purchase of 1,000 shares in May 1997. Upon discovery of
this oversight the transaction was correctly reported.
Submission of Shareholder Proposals
for The 1999 Annual Meeting of Shareholders
Any shareholder proposal submitted for inclusion in the proxy statement
and form of proxy for the 1999 Annual Meeting of Shareholders must be received
at Blessings' principal executive offices in Newport News, Virginia, on or
before December 11, 1998.
17
<PAGE>
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, 1997,
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
Chief Financial Officer,
Secretary
Newport News, Virginia
April 9, 1998
18
BLESSINGS CORPORATION
200 Enterprise Drive
Newport News, VA 23603
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders-May 19, 1998
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
April 3, 1998 at the Annual Meeting of Shareholders to be held at The
Williamsburg Marriott, 50 Kingsmill Road, Auditorium, Williamsburg,
Virginia on Tuesday, May 19, 1998 at 10:00 A.M. (E.D.S.T.).
(Continued on Other Side)
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
The Board of Directors recommends a vote FOR the nominees listed in Item No. 1 Please mark
your votes as
indicated in [ X ]
this example
Item No. 1. ELECTION OF DIRECTORS NOMINEES: L. Birnbaum, J.J. Harkins,
J.M. Hogg, J.P. Luke, J.W. McMackin,
E.M. Miller, R.C. Patton, M. Villarreal
G., R.E. Weber, J.D. Williamson and P.C.
Williamson.
FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to the to vote for all nominees __________________________________________________________
contrary) listed to the right
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 to vote upon such THIS PROXY WHEN PROPERLY EXECUTED WILL BE
other business as may properly come before the meeting. 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 the 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 _______________________________, 1998
</TABLE>
FOLD AND DETACH HERE
