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
Christiana Companies, Inc.
(Name of Registrant as Specified In Its Charter)
Christiana Companies, Inc.
(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) or 14a-6(c)(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:
(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: ___/
(4) Proposed maximum aggregate value of transaction:
___/ 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
CHRISTIANA COMPANIES, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The 1995 annual meeting of shareholders of Christiana Companies, Inc., a
Wisconsin corporation, will be held at the Galleria Conference Room,
Firstar Center, 777 East Wisconsin Avenue, Milwaukee, Wisconsin, on
Tuesday, October 31, 1995 at 9:00 a.m. (Central Time) for the following
purposes:
(a) To elect eight directors of the Company;
(b) To consider and act upon approval of the 1995 Stock Option Plan; and
(c) To consider and act upon any other business which may properly come
before the meeting or any adjournment thereof.
Only holders of record at the close of business on September 15, 1995 are
entitled to notice of and to vote at the annual meeting or any adjournment
thereof.
Accompanying this notice are a Proxy Statement, a form of Proxy, a
postage-paid envelope for returning the signed Proxy to the Company, and
the Company's annual report to shareholders for fiscal 1995, which
includes the Company's Annual Report on Form 10-K to the Securities and
Exchange Commission for that year.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE (NO POSTAGE REQUIRED) TO INSURE THAT YOUR SHARES WILL BE
REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN
PERSON, YOU MAY THEN REVOKE YOUR PROXY.
By Order of the Board of
Directors,
DAVID E. BECKWITH
Secretary
September 28, 1995
<PAGE>
CHRISTIANA COMPANIES, INC.
3380 Firstar Center, Milwaukee, Wisconsin 53202
PROXY STATEMENT
Approximate date proxy material first sent to shareholders: September 28,
1995.
I. GENERAL
Annual Meeting To Be Held October 31, 1995
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Christiana Companies, Inc., a Wisconsin corporation (the
"Company"), for use at the annual meeting of the Company's shareholders to
be held on October 31, 1995, and is revocable at any time before it is
exercised. To be effective, any such revocation must be communicated in
writing to the Company's Secretary, or if the shareholder attends the
meeting in person and wishes to vote in person, he or she may revoke the
Proxy by orally informing the Secretary of such revocation.
On September 15, 1995, the record date for the annual meeting,
there were 5,195,630 shares of Common Stock issued and outstanding, each
of which is entitled to one vote. A quorum consists of the holders of at
least a majority of such shares. If a quorum is present, the annual
meeting will be properly constituted to conduct business. Shares as to
which Proxies have been marked to withhold authority or to abstain and
"broker non-votes" (which occur when a nominee holder of record does not
have authority to vote on a particular matter without specific
instructions from the beneficial owner and no instructions have been
received) will be counted for purposes of ascertaining the presence of a
quorum but will not be counted as votes cast or given effect with respect
to consideration of the 1995 Stock Option Plan.
The expense of soliciting Proxies will be borne by the Company.
In addition to solicitation by mail, solicitation of Proxies may be made
through directors, officers or employees of the Company by oral
communication or otherwise.
The Company's last fiscal year ended June 30, 1995, and
references to "fiscal 1995" are to that year.
Shareholder Proposals. The deadline for receipt of shareholder
proposals for inclusion in the Company's proxy material for its 1996
annual meeting is May 31, 1996.
Action to be Taken Under the Proxy. The accompanying Proxy,
unless the giver thereof specifies otherwise, in which case the Proxy will
be voted in accordance with such specification, will be voted (a) for the
election of the eight persons named hereafter in Table B as nominees for
directors of the Company, (b) for approval of the 1995 Stock Option Plan,
and (c) in the discretion of the holders of the Proxy on any other
business which may properly come before the meeting or any adjournment
thereof. Management is not aware of any such other business. If any
candidate named in Table B becomes unable or unwilling to accept
nomination for election, it is intended that the holders of the Proxy will
vote for the election in his stead of such other person as the Board of
Directors may designate. Management has no reason to believe that any
candidate will be unable or unwilling to serve if elected.
Accountants. The firm of Arthur Andersen LLP has served as the
Company's independent public accountants for more than the past five
fiscal years, and it is expected that such firm will also be engaged for
fiscal 1996. A representative of Arthur Andersen is expected to be
present at the annual meeting, with the opportunity to make a statement if
he or she desires to do so and to be available to respond to appropriate
questions.
Compliance With Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than ten percent of the Company's Common Stock, to
file initial reports of ownership and reports of changes in ownership with
the Securities and Exchange Commission. Executive officers, directors and
greater than ten percent beneficial owners are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company or written representations from the
Company's executive officers, directors and greater than ten percent
beneficial owners, such persons complied with all Section 16(a) filing
requirements in fiscal 1995.
II. FIVE PERCENT HOLDERS
The following table gives information, as of September 1, 1995,
about the beneficial ownership of Common Stock of the Company by the
persons known to the Board of Directors to own beneficially more than 5%
of the outstanding Common Stock. As used in this proxy statement,
"beneficial ownership" means, in general, the sole or shared power to vote
or dispose of stock.
Table A
No. of Shares Percent
Name and Address Beneficially Owned of Class
Sheldon B. Lubar, as Voting 2,595,000 49.9
Trustee . . . . . . . . . . .
3380 Firstar Center
Milwaukee, WI 53202
Albert O. Nicholas . . . . . . . . 310,700 6.0
700 N. Water Street
Milwaukee, WI 53202
Voting Trust and Voting Trust Certificates. All shares shown in
Table A for Mr. Lubar are owned of record and beneficially by Mr. Lubar as
the voting trustee under an agreement dated December 29, 1992, pursuant to
which he has sole voting and dispositive power over those shares. That
agreement expires December 28, 2012, but is subject to earlier termination
or modification as therein provided. Voting Trust certificates for those
shares are held as follows: Mr. Lubar, 440,950 shares (8.5% of the
Company's outstanding stock) and his wife, 440,950 shares (8.5%), their
son David J. Lubar, 326,750 shares (6.3%), their three daughters,
1,329,950 shares (25.6%), and trusts for the benefit of their
grandchildren, 56,400 shares (1.1%).
III. DIRECTORS AND EXECUTIVE OFFICERS
The following table provides certain information, as of
September 1, 1995, about the Board of Directors' eight nominees for
director, who comprise the incumbent directors of the Company, and also
provides information about beneficial ownership of stock of the Company by
all of the directors and executive officers as a group. The persons shown
in the table as officers of the Company comprise all of the Company's
executive officers. Directors of the Company are elected annually by a
plurality of the votes cast by shareholders. Executive officers are
appointed annually by the Board of Directors.
Table B
No. of
Served as Shares
Principal Occupation Director Beneficially
Name (and Age) During Last Five Years Since Owned
Nicholas F. Brady
(65) . . . . . . Chairman and President 10/93 200,000/1
(since 2/93) of Darby (3.8%)
Advisors, Inc., Easton,
Maryland, private
investment company/1
Paul A. Cameron
(74) . . . . . . Corporate director/2 8/92 100
William T. Donovan
(43) . . . . . . Executive Vice President 10/90 155,532/3
and Chief Financial (3.0%)
Officer of the Company/3
Raymond F. Logan
(72) . . . . . . Vice President (real 10/77 1,575
estate) of the Company
David J. Lubar
(40) . . . . . . President of Lubar & Co. 10/90 105,000/4
Incorporated ("Lubar & (2.0%)
Co."), venture capital
and investments,
Milwaukee, Wisconsin/4
Sheldon B. Lubar
(66) . . . . . . Chairman (Chief 1/87 2,595,000/5
Executive Officer) of (49.9%)
the Company/5
Albert O. Nicholas
(64) . . . . . . Owner and President of 1/90 310,700
Nicholas Company, Inc., (6.0%)
Milwaukee, Wisconsin, a
registered investment
adviser/6
Gary R. Sarner(49) President (Chief 10/92 31,000/7
Operating Officer) of
the Company/7
All eight directors and executive officers as a group . 3,398,907/8
(65.0%)
1 Previously, Secretary of the United States Department of the Treasury
for over four years, and before that, Chairman of Dillon, Read & Co., Inc.
He is also a director of Amerada Hess Corporation, Capital Cities/ABC,
Inc. and H.J. Heinz Company, as well as a director (or trustee) of 27
Templeton Funds, which are registered investment companies. The shares
listed are owned by a trust of which Mr. Brady is the beneficiary and a
co-trustee.
2 Until his retirement in 1986, Mr. Cameron was an officer of
Purolator, Inc., serving as its President and Chief Executive Officer from
1971 to 1982. He is also a director of Stant Corporation, International
Speedway Corp. and Alteon, Inc.
3 Mr. Donovan has served in the capacity listed or in another capacity
as an executive officer of the Company for more than the last five years.
He has also been a principal of Lubar & Co. for more than the last five
years. Mr. Donovan is also a director of UnionFed Financial Corporation.
The shares listed include 2,000 shares (the portion exercisable at
September 1, 1995) which may be acquired under an employee stock option.
4 Mr. Lubar is also a director of Gander Mountain, Inc. In addition to
the shares listed, Mr. Lubar holds a voting trust certificate for 326,750
shares; see Section II.
5 Mr. Lubar has also been a principal of Lubar & Co. for more than the
last five years. Mr. Lubar is also a director of Ameritech Corporation,
Energy Ventures, Inc., Firstar Corporation, Massachusetts Mutual Life
Insurance Co. and MGIC Investment Corporation. For additional information
about the shares listed, see Section II.
6 Nicholas Company is the adviser to six registered investment
companies: Nicholas Fund, Inc., Nicholas II, Inc., Nicholas Income Fund,
Inc., Nicholas Limited Edition, Inc., Nicholas Money Market Fund, Inc. and
Nicholas Equity Income Fund. Mr. Nicholas is the president and a director
of each of those companies.
7 Since October 1993. Before that, Mr. Sarner was the President of
Wiscold, Inc., the business of which was acquired by the Company in
September 1992. The shares listed include 30,000 shares (the portion
exercisable at September 1, 1995) which may be acquired under an employee
stock option.
8 Does not include shares for which Messrs. Donovan and Sarner hold
options that are not exercisable within 60 days of September 1, 1995. See
Section IV.
Sheldon B. Lubar is the father of David J. Lubar.
During fiscal 1995, the Board of Directors met four times. Each
director attended all Board meetings and meetings of committees of which
he was a member other than Mr. Cameron, who attended less than 75% of the
total number of meetings of the Board and the committees on which he
served. The Board has two standing committees: audit (see below) and
compensation (see Section IV). It has no standing nominating committee or
any committee performing similar functions.
Audit Committee. The Audit Committee, consisting of Messrs.
Brady, Cameron and Nicholas, met once during fiscal 1995. The Committee
recommends the engagement of the independent public accountants, discusses
the scope and results of the audit with the accountants and discusses the
Company's financial accounting and reporting principles, and the adequacy
of its financial controls, with the accountants and with management.
IV. REMUNERATION OF AND TRANSACTIONS WITH OR INVOLVING MANAGEMENT
Summary Compensation Table. This table gives information about
the compensation of the four persons who were executive officers of the
Company during fiscal 1995.
<TABLE>
Table C
<CAPTION>
Long-Term
Compensation
Shares
Name and Principal Fiscal Annual Compensation Underlying All Other
Position Year Salary Bonus Options (#)/1 Compensation/2
<S> <C> <C> <C> <C> <C>
Sheldon B. Lubar, . . 1995 $80,000 $ -- -- $ 750
Chairman and Chief 1994 80,000 6,000 -- 4,000
Executive Officer 1993 80,000 6,000 -- 4,000
William T. Donovan, . 1995 $127,500 $75,000 -- 750
Executive Vice 1994 100,000 11,000 10,000 4,000
President 1993 80,000 46,000 -- 4,000
Raymond F. Logan, . . 1995 $149,700 $17,500 -- --
Vice President 1994 149,700 15,000 -- --
1993 149,700 25,000 -- --
Gary R. Sarner, . . . 1995 $150,000 $35,000 -- 750
President 1994 150,000 -- -- 750
1993 125,000 -- 100,000 750
<FN>
1 The Company's only long-term compensation plan or program is a stock
option plan. The amounts shown are the number of shares underlying
options granted during the fiscal year.
2 This column consists solely of amounts contributed by the Company to
a Section 401(k) retirement plan.
</TABLE>
Fiscal Year-End Option Value Table. This table gives
information about the number and value of unexercised options for the
Company's stock held by William T. Donovan and Gary R. Sarner at June 30,
1995. The Company's other executive officers, Sheldon B. Lubar and
Raymond F. Logan, do not hold any options on the Company's stock. The
closing price (New York Stock Exchange, Composite Transactions) on that
date was $26.75 per share. At June 30, 1995 only options whose exercise
price was below $26.75 were in-the-money. For these options, the value
shown is the difference between $26.75 and the exercise price for the
number of options held. The value of options which were not-in-the-money
is shown as 0.
Table D
June 30, 1995
No. of Shares Value of in-the-Money
Underlying Options Options Exercisable/
Name Exercisable/Unexercisable Unexcersiable
William T. Donovan 1,000/9,000 $750/$6,750
Gary R. Sarner . . 30,000/70,000 $0/$0
Pensions. The Company has no pension plans or programs. Under
an agreement with Raymond F. Logan, who has 33 years of service with the
Company, a benefit of $75,000 per year for ten years is to be paid to his
beneficiary or estate if he dies while employed by the Company. Upon his
retirement, the Company is to pay a lifetime annuity (10-years-certain) of
$75,000 per year; after those ten years the annual payment changes to
$37,500 upon the death of Mr. Logan or his wife and that payment continues
until the death of the survivor.
Compensation of Directors. Non-employee directors (Nicholas F.
Brady, Paul A. Cameron, David J. Lubar and Albert O. Nicholas) are each
paid an annual retainer of $15,000 for attendance at Board and committee
meetings and other consultations.
Employment Contracts. Except for Gary R. Sarner, no officer of
the Company has an employment contract. Mr. Sarner's contract, entered
into concurrently with the Wiscold acquisition mentioned in note 7 to
Table B, expires September 1, 1997 (automatically extended for one year
unless either side decides otherwise), and provides for an annual base
salary of at least $150,000. If his employment is terminated without
cause, he is entitled to that base salary for the balance of the term,
without diminution by reason of any other compensation he may earn during
that period.
The Company has agreed with Raymond F. Logan to give him a
year's advance notice of the termination of his employment, or to pay him
a year's salary in lieu of such notice.
Compensation Committee Interlocks and Insider Participation.
The members of the Compensation Committee are Paul A. Cameron, Sheldon B.
Lubar and Albert O. Nicholas. This Committee, which also administers the
Company's stock option program, met once during fiscal 1995. Mr. Lubar is
the Company's principal officer (see Tables B and C) and its principal
shareholder (see Section II).
William T. Donovan, David J. Lubar and Sheldon B. Lubar are
officers and directors of Lubar & Co., and each owns 25% of its stock.
The Company's headquarters are in part of the premises occupied by Lubar &
Co. in the Firstar Center, Milwaukee, Wisconsin. The Company reimburses
Lubar & Co. for its pro rata share ($7,794 per month for fiscal 1995) of
the rent, utilities and other expenses of those premises.
Compensation Committee Report. The Company's approach to
compensating its executive officers is different from that of many public
corporations. The Chief Executive Officer (Sheldon B. Lubar) makes his
recommendations for salaries (other than any determined by an employment
agreement) and bonuses to the Compensation Committee and those
recommendations are generally approved by the Committee. To date, the
factors considered by the CEO have been the financial performance of the
Company or the operating unit for which the executive has responsibility
and achievement of non-financial goals in the business plan or developed
during the fiscal year. Financial performance is measured by actual
operating cash flow and net income compared to the amounts included in the
business plan developed prior to the beginning of the fiscal year, but any
secular developments affecting performance which may have occurred during
the fiscal year are considered. The CEO has not given any specific weight
to any one factor. In the case of compensation for Mr. Donovan, the CEO
has also taken into account his substantial holdings of the Company's
stock. Mr. Sarner's base salary was negotiated in connection with the
Wiscold acquisition; see Employment Contracts above.
In recommending his own compensation for fiscal 1995, the CEO
took account of his substantial holdings of Company stock and his view
that his own compensation over the long term will largely be the result of
an increase in the market price of the Company's stock. The CEO also
considered his belief that his compensation was substantially below the
compensation of chief executive officers of companies of a similar size to
the Company.
Section 162(m) of the Internal Revenue Code of 1986, as amended,
limits deductibility for federal income tax purposes of compensation in
excess of $1 million paid to the CEO and certain executive officers unless
certain requirements are met. The Compensation Committee does not believe
that in the foreseeable future the annual compensation of any executive
officer will be subject to the limit. The proposed 1995 Stock Option Plan
(see Section V) limits the number of Awards that may be granted to any one
person during any three-year period. Hence, any tax deductible
compensation to an executive under that Plan resulting from an increase in
the price of the Company's stock (in general, tax deductible compensation
is the difference between the fair market of an Award when it is exercised
less any amount paid by the executive) will not be subject to the limit.
Paul A. Cameron Sheldon B. Lubar Albert O. Nicholas
Five-Year Performance Graph. The annual changes for the five-
year period shown in this graph are based on the assumption that on June
30, 1990, $100 had been invested in the Company's Common Stock, and in the
S&P 500 Index and in the Russell 2000 Index, and that all dividends were
reinvested (the Company paid no dividends during the period). The total
cumulative dollar returns shown on the graph represent the value that such
investments would have had at each anniversary shown. The Company has
chosen the Russell 2000 Index because it is not aware of any published
industry or line-of-business index for comparable companies nor is it
aware of any peer group of companies.
In the paper version of this document the performance graph
appears here with the following values:
YEAR
1990 1991 1992 1993 1994 1995
Christiana $100 $223 $224 $189 $264 $208
S&P 500 $100 $107 $122 $138 $140 $177
Russell 2000 $100 $101 $116 $146 $152 $182
V. 1995 STOCK OPTION PLAN
General. Shareholders are being asked to approve the 1995 Stock
Option Plan (the "Plan") under which not to exceed 500,000 shares of
Common Stock are authorized pursuant to the grant of stock options, stock
appreciation rights or stock appreciation awards (collectively, "Awards").
Shares subject to Awards that are not cancelled or forfeited may be
regranted under the Plan. The text of the Plan is attached as Exhibit A
and the following description is qualified by the text, to which
shareholders should refer. The Plan is the successor to the Company's
1985 Stock Option Plan which terminated by its terms in August 1995. As
of September 15, 1995, there were 143,750 shares of Common Stock subject
to outstanding options under the 1985 Stock Option Plan, of which 39,500
were vested and remainder were unvested. No shares are subject to options
under the 1995 Stock Option Plan.
The Board of Directors recommends that shareholders vote for
approval of the Plan. The Plan will be approved if the number of shares
voted for approval is a majority of the shares present at the meeting.
Abstentions will be treated as shares present and will have the same
effect as a vote against approval. Broker non-votes will be treated as
shares not present.
Awards may be granted to employees of the Company or to
employees of a subsidiary or affiliate of the Company who are determined
to be key employees by the Committee administering the Plan (the
"Committee"). The Company estimates that approximately 15 persons are
eligible for the grant of Awards under the Plan. The Plan provides that
the maximum number of shares covered by Awards granted to any one employee
during a three-year period may not exceed 100,000 shares (subject to
adjustment for stock dividends and other changes in the Company's
capitalization).
Stock options may be granted as incentive stock options or
options which are not incentive stock options ("non-qualified options").
See "Certain Federal Income Tax Consequences" below. Stock options may be
granted at an exercise price of not less than the average of the highest
and lowest sales prices of the Common Stock in the New York Stock Exchange
Composite Transactions (the "Fair Market Value") on the date of the grant
(not less than 85% of the Fair Market Value in the case of a non-qualified
option). Stock options may be granted for a term of not more than ten
years from the date of grant (ten years and one day in the case of non-
qualified stock options). The option price is to be paid in full in cash,
in Common Stock or in a combination, as specified by the Committee.
The Committee may impose such restrictions on exercise (such as
a requirement that the employee remain as an employee for a specified
period from the date of grant) as the Committee determines are
appropriate. Incentive stock options terminate three months after
termination of employment or, if employment terminates as a result of
death or permanent disability or the optionee dies within such three-month
period, terminate one year after termination of employment. Non-qualified
options terminate one year after termination of employment, unless the
one-year period is shortened or lengthened by the Committee. Incentive
stock options are not transferable, except by will or by the laws of
descent and distribution. Non-qualified stock options are not
transferable unless otherwise determined by the Committee.
Stock options may be granted with stock appreciation rights
which give the holder of the option the right to surrender all or a
portion of the option to the Company in exchange for a payment (which may
be made in cash or in Common Stock) equal to the difference between the
Fair Market Value of the Common Stock covered by the portion of the option
surrendered on the date the stock appreciation right is exercised and the
option price. A stock appreciation right is only exercisable to the
extent the related stock option is exercisable. The Plan also provides
for the grant of stock appreciation awards independent of the grant of a
stock option. Under a stock appreciation award, the recipient has the
right to receive a payment (which may be made in cash or in Common Stock)
equal to the difference between the Fair Market Value of the shares of
Common Stock to which the stock appreciation award relates on the date the
award is exercised and the Fair Market Value of such shares on the date
the stock appreciation award was granted. Stock appreciation awards may
be granted for a term of not to exceed ten years and terminate following
termination of employment to the same extent as non-qualified stock
options.
The number of shares authorized under the Plan is subject to
adjustment by the Committee to reflect distributions (including those paid
in Common Stock) and changes in capitalization. The Board of Directors
may amend the Plan, except that approval of the shareholders of the
Company is also required for an amendment that requires shareholder
approval in order for Awards or Common Stock under the Plan (i) to remain
eligible for the benefits of Rule 16b-3 under the Securities Exchange Act
of 1934, as amended ("Rule 16b-3"), (ii) to remain eligible for treatment
as incentive stock options under the Internal Revenue Code of 1986, as
amended (the "Code"), or (iii) to meet the listing requirements of the New
York Stock Exchange or any other principal securities exchange on which
the Common Stock is then listed.
The Committee is appointed by the Board of Directors and
comprised of not less than two directors of the Company. The members of
the Committee must be "disinterested persons" within the meaning of Rule
16b-3. Paul Cameron, Sheldon B. Lubar and Albert O. Nicholas are the
members of the Committee.
The Plan terminates on August 8, 2005 (or sooner as determined
by the Board of Directors) and no Awards may be granted after termination
of the Plan. Termination of the Plan will not affect outstanding Awards.
On September 1, 1995, the last sale price of the Common Stock in
the New York Stock Exchange Composite Transactions was $25.50.
Certain Federal Income Tax Consequences. Under the Code, the
grant of an Award under the Plan will result in no income tax consequences
to the employee or the Company. An employee who is granted a non-
qualified option will generally recognize ordinary income at the time of
exercise in an amount by which the fair market value of the Common Stock
at such time exceeds the exercise price. The Company will be entitled to
a deduction in the same amount and at the same time as ordinary income is
recognized by the optionee. A subsequent disposition of the Common Stock
will give rise to capital gain or loss to the extent the amount realized
from the sale differs from the tax basis, i.e., the fair market value of
the Common Stock on the date of exercise. This capital gain or loss will
be a long-term capital gain or loss if the Common Stock had been held for
more than one year from the date of exercise.
In general, if an optionee holds the Common Stock acquired on
exercise of an incentive stock option for at least two years from the date
of grant and one year from the date of exercise, the optionee will
recognize no income on the exercise (except that the alternative minimum
tax may apply). Any gain or loss realized by the optionee on the
disposition of the Common Stock will be treated as a long-term capital
gain or loss. No deduction will be allowed to the Company. If these
holding period requirements are not satisfied, the optionee will recognize
ordinary income at the time of the disposition equal to the lesser of (a)
the gain realized on the disposition, or (b) the difference between the
exercise price and the fair market value of the Common Stock on the date
of exercise. The Company will be entitled to a deduction in the same
amount and at the same time as ordinary income is recognized by the
optionee. Any additional gain realized by the optionee over the fair
market value at the time of exercise will be treated as a capital gain.
This capital gain will be a long-term capital gain if the Common Stock had
been held for more than one year from the date of exercise.
The foregoing discussion is intended as a general discussion
only based on the Code as currently in effect and is not a complete
description of every federal income tax consequence of the Plan.
<PAGE>
EXHIBIT A
CHRISTIANA COMPANIES, INC.
1995 Stock Option Plan
Section 1. General Provisions
1.1 Name and General Purpose
The name of this plan is Christiana Companies, Inc. 1995 Stock
Option Plan (hereinafter called the "Plan"). The purpose of the Plan is
to enable Christiana Companies, Inc. (the "Company") and its subsidiaries
and affiliates to retain and attract executives who contribute to the
Company's success by their ability, ingenuity and industry, and to enable
such executives to participate in the long-term success and growth of the
Company by giving them a proprietary interest in the Company.
1.2 Definitions
a. "Affiliate" means any entity that, directly or through one
or more intermediaries, is controlled by, controls, or is under common
control with the Company.
b. "Award" means any Option, Stock Appreciation Right or Stock
Appreciation Award.
c. "Board" means the Board of Directors of the Company.
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Committee" means the Committee referred to in Section 1.3
of the Plan. If at any time no Committee shall be in office, then the
functions of the Committee specified in the Plan shall be exercised by
those members of the Board who qualify as Disinterested Persons.
f. "Common Stock" means shares of the Common Stock, $1.00 par
value, of the Company.
g. "Company" means Christiana Companies, Inc., a corporation
organized under the laws of the State of Wisconsin (or any successor
corporation).
h. "Disinterested Person" shall have the meaning set forth in
Rule 16b-3 as promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, or any successor definition adopted
by the Commission.
i. "Fair Market Value" means the arithmetic mean of the
highest and lowest sales prices of the Common Stock as reported for the
New York Stock Exchange - Composite Transactions ("NYSE") on the date of
the grant or on any other date on which the Common Stock is to be valued
hereunder. If no sale shall have been made on the NYSE on such date, Fair
Market Value shall be determined by the Committee in accordance with the
Treasury Regulations applicable to incentive stock options under Section
422 of the Code.
j. "Option" means any option to purchase Common Stock under
Section 2 of the Plan.
k. "Participant" means an officer or employee of the Company,
a Subsidiary or an Affiliate who is selected by the Committee to
participate in the Plan in accordance with Section 1.4 of this Plan.
l. "Stock Appreciation Right" means the right to surrender to
the Company all or a portion of an Option in exchange for an amount equal
to the difference between (i) the Fair Market Value, as of the date such
Option or portion thereof is surrendered, of the shares of Common Stock
covered by such Option or portion thereof, and (ii) the aggregate exercise
price of such Option or portion thereof.
m. "Stock Appreciation Award" means the right, independent of
any Option, to receive, pursuant to Section 2.5 of this Plan, with respect
to a specified number of shares of Common Stock, an amount equal to the
difference on the date that such right is exercised between (i) the Fair
Market Value of such shares on the date that such right is exercised, and
(ii) the Fair Market Value of such shares on the date that such right was
granted.
n. "Subsidiary" means any corporation in which the Company
possesses directly or indirectly 50% or more of the combined voting power
of all classes of stock of such corporation.
1.3 Administration of the Plan
The Plan shall be administered by the Committee, which shall be
appointed by the Board, and shall consist of not less than two directors
each of whom shall be a Disinterested Person. The Committee shall serve
at the pleasure of the Board and shall have such powers as the Board may,
from time to time, confer upon it.
Subject to this Section 1.3, the Committee shall have sole and
complete authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall,
from time to time, deem advisable, and to interpret the terms and
provisions of the Plan. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any meeting
at which a quorum is present, or acts approved in writing by all of the
members of the Committee without a meeting, shall constitute the acts of
the Committee.
1.4 Eligibility
All salaried officers and key employees of the Company, a
Subsidiary or an Affiliate who have demonstrated significant management
potential or who have principal responsibility for, or contribute
substantially to, the management or financial performance of the Company,
a Subsidiary or an Affiliate, as determined by the Committee in the
exercise of its judgment, are eligible to be Participants in the Plan.
1.5 Shares Reserved
The aggregate number of shares available for issuance pursuant
to the Plan shall be Five Hundred Thousand (500,000) shares of Common
Stock, or the number and kind of shares of stock or other securities which
shall be substituted for such shares or to which such shares shall be
adjusted as provided in Section 1.6. For purposes of determining the
number of shares available for issuance pursuant to the Plan, the number
of shares specified with respect to outstanding Stock Appreciation Awards
shall not be available for issuance pursuant to the Plan.
The shares available for issuance under the Plan may be set
aside out of the authorized but unissued shares of Common Stock not
reserved for any other purpose, or out of issued shares of Common Stock
held in the treasury of the Company.
Shares subject or related to, but not sold or issued under, any
Option, Stock Appreciation Right or Stock Appreciation Award terminating
or expiring for any reason prior to its exercise in full will again be
available for Options and other awards thereafter granted during the
balance of the term of the Plan.
In the event that a Stock Appreciation Right is exercised, the
shares covered by the related Option shall not thereafter be available for
issuance pursuant to the Plan. In the event that a Stock Appreciation
Award is exercised, the shares covered by such Award shall not thereafter
be available for issuance pursuant to the Plan.
1.6 Adjustments Due to Stock Splits, Mergers, Consolidation, Etc.
In the event that the Committee shall determine that any
dividend or other distribution (in the form of shares of Common Stock
or other securities), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of shares of Common Stock or other securities of the
Company, issuance of warrants or other rights to purchase shares of Common
Stock or other securities of the Company, or other similar corporate trans-
action or event affects the shares of Common Stock such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee may, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of shares
of Common Stock subject to the Plan and which thereafter may be made the
subject of Awards under the Plan; (ii) the number and type of shares of
Common Stock subject to outstanding Awards; and (iii) the grant, purchase
or exercise price with respect to any Award, or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award;
provided, however, in each case, that with respect to Incentive Stock
Options no such adjustment shall be authorized to the extent that such
authority would cause the Plan to violate Section 422(b)(1) of the Code
(or any successor provision thereto); and provided further that the number
of shares of Common Stock subject to any Award payable or denominated in
shares shall always be a whole number.
1.7 Non-Alienation of Benefits
Except as herein specifically provided, no right or unpaid
benefit under the Plan shall be subject to alienation, assignment, pledge
or charge (collectively, "transfer") and the same shall be void. If any
Participant or other person entitled to benefits hereunder should attempt
to transfer any benefit hereunder, then, unless the terms of the Award
provide for transfer, such benefit shall, in the discretion of the
Committee, cease.
1.8 Withholding or Deduction for Taxes
If, at any time, the Company or any Subsidiary or Affiliate is
required, under applicable laws and regulations, to withhold, or to make
any deduction for, any taxes or take any other action in connection with
the exercise of any Award or any payment made hereunder, the Company or
such Subsidiary or Affiliate shall have the right to deduct from all
amounts paid in cash any taxes required by law to be withheld therefrom
and, in the case of payments in the form of Common Stock, the Participant
shall be required to pay to the Company or such Subsidiary or Affiliate,
the amount of any taxes required to be withheld, or, in lieu thereof, the
Company or such Subsidiary or Affiliate shall have the right to retain, or
sell without notice, a sufficient number of shares to cover the amount
required to be withheld.
1.9 Administration Expenses
The entire expense of administering this Plan shall be borne by
the Company.
1.10 General Conditions
a. The Board of Directors of the Company may at any time
amend, alter, suspend, discontinue or terminate the Plan; provided,
however, that stockholder approval of any amendment of the Plan shall also
be obtained if otherwise required by: (i) the rules and/or regulations
promulgated under Section 16 of the Securities Exchange Act of 1934 (in
order for the Plan to remain qualified under Rule 16b-3); (ii) the Code or
any regulations promulgated thereunder (in order to allow for Incentive
Stock Options to be granted under the Plan); or (iii) the listing
requirements of the New York Stock Exchange or any principal securities
exchange or market on which the shares of Common Stock are then traded (in
order to maintain the listing or quotation of the shares thereon).
Termination of the Plan shall not affect the rights of Participants with
respect to Awards previously granted to them, and all unexpired Awards
shall continue in force and effect after termination of the Plan except as
they may lapse or be terminated by their own terms and conditions.
With the consent of the Participant affected thereby, the
Committee may amend or modify any outstanding Award in any manner not
inconsistent with the terms of the Plan, including, without limitation, to
change the date or dates as of which an Award becomes exercisable.
b. Nothing contained in this Plan shall prohibit the Company
or any Subsidiary or Affiliate from establishing other, additional
incentive compensation arrangements for employees of the Company or such
Subsidiary or Affiliate.
c. Nothing in this Plan shall be deemed to limit, in any way,
the right of the Company or any Subsidiary or Affiliate to terminate a
Participant's employment with the Company (or such Subsidiary or
Affiliate) at any time.
d. Any decision or action taken by the Board or the Committee
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan shall be conclusive and binding upon
all Participants and any person claiming under or through any Participant.
e. No member of the Board or of the Committee shall be liable
for any act or action, whether of commission or omission, taken by any
other member or by any officer, agent or employee, nor for anything done
or omitted to be done by such director except in circumstances involving
actual bad faith.
1.11 Compliance with Applicable Law
Notwithstanding any other provision of this Plan, the Company
shall not be obligated to issue any shares of Common Stock, or grant any
option with respect thereto, unless it is advised by counsel of its
selection that it may do so without violation of the applicable Federal
and State laws pertaining to the issuance of securities and may require
any stock so issued to bear a legend, may give its transfer agent
instructions, and may take such other steps as in its judgment are
reasonably required to prevent any such violation.
1.12 Effective Dates
This Plan was adopted by the Board on August 9, 1995, subject to
approval by the stockholders of the Company. The Plan shall terminate one
day prior to the tenth anniversary of such date.
Section 2. Option and Other Grants
2.1 Authority of Committee
Subject to the provisions of the Plan, the Committee shall have
the sole and complete authority to determine (i) the Participants to whom
Options shall be granted; (ii) the number of shares to be covered by each
Option; (iii) whether and to what extent any Participant is to be granted
Stock Appreciation Rights in connection with any Option and/or a Stock
Appreciation Award; and (iv) the terms, conditions and limitations, if
any, in addition to those set forth in Section 2 hereof, applicable to the
exercise of an Option, Stock Appreciation Right or Stock Appreciation
Award, including, without limitation, the achievement of specified
performance goals, the nature and duration of the restrictions, if any, to
be imposed upon the sale or other disposition of shares acquired upon
exercise of an Option, Stock Appreciation Right or Stock Appreciation
Award, and the nature of the events, if any, and the duration of the
period in which any Participant's rights in respect of shares acquired
upon exercise of an Option, Stock Appreciation Right or Stock Appreciation
Award may be forfeited. Notwithstanding clauses (ii) and (iii) above, the
maximum number of shares covered by Awards granted to any one Participant
during any three-year period shall not exceed 100,000 shares (subject to
adjustment in the event the number of shares is adjusted pursuant to
Section 1.6 of this Plan). For purposes of determining such limit, shares
covered by an Option and by a related Stock Appreciation Right shall be
counted only once.
Options may be of two types, an incentive stock option
("Incentive Stock Option") and a non-qualified stock option ("Non-
Qualified Option"), provided, however, that officers and employees
employed by an Affiliate but not the Company or a Subsidiary shall not be
entitled to receive Incentive Stock Options.
It is intended that the Incentive Stock Options granted
hereunder shall constitute incentive stock options within the meaning of
Section 422(b) of the Code and shall be subject to the tax treatment
described in Section 422 of the Code.
Anything in the Plan to the contrary notwithstanding, no
provision of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify either the
Plan or any Incentive Stock Option under Section 422 of the Code.
To the extent that any Option does not qualify as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Option.
2.2 Option Price
The price of stock purchased upon the exercise of Options
granted pursuant to the Plan shall be the Fair Market Value thereof at the
time that the Option is granted, except that the Committee may authorize
the grant of Non-Qualified Options with an exercise price that is not less
than 85% of such Fair Market Value.
If an employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than
10% of the combined voting power of all classes of the stock of the
Company or any parent corporation or Subsidiary and an Option granted to
such employee is intended to qualify as an Incentive Stock Option within
the meaning of Section 422(b) of the Code, the option price shall be no
less than 110% of the Fair Market Value of the Common Stock on the date
the Option is granted.
The purchase price is to be paid in full in cash or Common
Stock, or a combination of cash and Common Stock, as specified in the
Option Agreement, when the Option is exercised and stock certificates will
be delivered only against such payment.
2.3 Incentive Stock Options Grants
a. Term of Option
Each Incentive Stock Option will be for a term of not more than
ten years from the date of grant, except that if an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of stock
of the Company or any parent corporation or Subsidiary and an Incentive
Stock Option is granted to such employee, the term of such option shall be
no more than five years from the date of grant.
b. Annual Limit
The aggregate fair market value (determined at the time the
Incentive Stock Options are granted) of the shares with respect to which
Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year shall not exceed $100,000.
c. Exercise
An Incentive Stock Option may not be exercised within six months
after the date such Option was granted, except in the case of the death of
the optionee during such period, or unless otherwise determined by the
Committee.
An Incentive Stock Option shall be exercisable during the
optionee's lifetime only by the optionee and shall not be exercisable by
the optionee unless, at the time of exercise, such optionee is an employee
of the Company or a Subsidiary or Affiliate, except that, upon termination
of such employment (other than because of death or permanent and total
disability), the optionee may exercise the Incentive Stock Option at any
time within three months thereafter.
In the event of the death of an optionee while an employee of
the Company or a Subsidiary or Affiliate, or if the optionee dies within
three months after termination of employment with the Company and any
Subsidiary or Affiliate, or if the optionee's employment with the Company
and any Subsidiary or Affiliate terminates because of permanent and total
disability, such optionee or such optionee's estate or any person who
acquired the right to exercise such option by reason of the death of the
optionee may exercise such optionee's Option at any time within the period
of one year from the date of termination of employment.
Notwithstanding the foregoing provisions regarding the exercise
of an Incentive Stock Option in the event of death, disability or other
termination of employment, in no event shall an Option be exercisable in
whole or in part after the expiration date provided in the Option.
d. Transferability
No Incentive Stock Option granted under the Option Plan shall be
transferable otherwise than by will or by the laws of descent and
distribution.
2.4 Non-Qualified Stock Option Grants
Each Non-Qualified Option will be subject to the following
provisions:
a. Term of Option
Each Non-Qualified Option will be for a term of not more than
ten years and one day from the date of grant.
b. Exercise
A Non-Qualified Option may not be exercised within six months
after the date of such grant except in the case of death of the optionee
during such period, or unless otherwise determined by the Committee.
Except to the extent provision is made by the Committee for a
Non-Qualified Option to be transferable, a Non-Qualified Option shall be
exercisable during the optionee's lifetime only by the optionee, and shall
not be exercisable by the optionee unless, at the time of exercise, such
optionee is an employee of the Company or a Subsidiary or Affiliate,
except that, upon termination of employment with the Company and any
Subsidiary or Affiliate for any reason, the optionee (or in the case of
the optionee's death, such optionee's estate or any person who acquired
the right to exercise such Option by bequest or inheritance or by reason
of the death of the optionee) may exercise a Non-Qualified Option within
one year thereafter, unless such one year period is shortened or
lengthened by the Committee.
Notwithstanding any of the foregoing, in no event shall an
Option be exercisable in whole or in part after the expiration date
provided in the Option.
c. Transferability
To the extent required in order to comply with Rule 16b-3 or
unless otherwise determined by the Committee, no Non-Qualified Option
granted under the Plan shall be transferable otherwise than by will or by
the laws of descent and distribution.
2.5 Stock Appreciation Rights and Awards
Subject to the provisions of this Plan, the Committee shall have
sole and complete authority to grant Stock Appreciation Rights in
connection with the grant of any Option and/or to grant Stock Appreciation
Awards. Each Stock Appreciation Right or Award shall be subject to such
other terms and conditions as the Committee shall determine.
Stock Appreciation Rights shall be exercisable only at the same
time(s), by the same persons and to the same extent that the Option
related thereto is exercisable, unless the Committee shall establish that
the Stock Appreciation Rights shall be exercisable at a date or dates
later than the date or dates on which the related Option becomes
exercisable, which in no event shall be later than the expiration or
termination date of such Option. A Stock Appreciation Right related to an
Incentive Stock Option shall be exercisable only at a date when the Fair
Market Value of a share of Common Stock exceeds the option price per
share. Upon exercise of any Stock Appreciation Right, the corresponding
portion of the related Option shall be surrendered and cancelled.
Stock Appreciation Rights shall be automatically exercised at
the end of the last business day prior to the expiration of the related
Option if, on such date, the Fair Market Value of a share of Common Stock
exceeds the option price per share.
A Stock Appreciation Right shall be transferable only in the
manner and to the extent that the related Option is transferable. A Stock
Appreciation Award shall be transferable to the extent provided by the
Committee.
Payment of the amount to which a Participant is entitled upon
the exercise of a Stock Appreciation Right or Award shall be made in cash
unless the Committee determines, prior to the date of exercise, that such
payment will be made in shares of Common Stock or any combination of cash
and shares of Common Stock. To the extent that payment is made in shares
of Common Stock, the shares shall be valued at their Fair Market Value on
the date of exercise, and the value of fractional shares shall be paid in
cash. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right or Award as it may deem
appropriate, including, without limitation, restricting the time of
exercise of the Stock Appreciation Right or Award to specified periods as
may be necessary to satisfy the requirements of Rule 16b-3.
2.6 Agreements
In consideration of any Options granted to a Participant under
this Plan, each such Participant shall enter into an Option Agreement with
the Company providing, in addition to such other terms as the Committee
may deem advisable (which terms may include a provision that Options,
Stock Appreciation Rights and Stock Appreciation Awards may only be
exercised in installments, subject to the Committee's right to waive this
provision for any or all installments), that the Participant's right to
exercise the Option will terminate if, within six months from the granting
of the Option or such other period as the Committee may designate, such
optionee's employment with the Company and any Subsidiary or Affiliate
terminates for any cause other than death, unless otherwise determined by
the Committee.
Any Stock Appreciation Right granted shall be included in the
Option Agreement between the Company and the Participant. Any Stock
Appreciation Award shall be evidenced by a separate agreement.
<PAGE>
[FRONT]
CHRISTIANA COMPANIES, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints William T. Donovan and David E.
Beckwith (with power to act separately and with power of substitution) as
the undersigned's Proxy to vote all shares of stock of Christiana
Companies, Inc. which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders to be held on
Tuesday, October 31, 1995 at the Galleria Conference Room, Firstar Center,
777 East Wisconsin Avenue, Milwaukee, Wisconsin, and at all adjournments
thereof, as follows:
(1) ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as otherwise marked below to vote for all nominees
below
Nicholas F. Brady Paul A. Cameron William T. Donovan
Raymond F. Logan David J. Lubar Sheldon B. Lubar
Albert O. Nicholas Gary R. Sarner
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write his name in the space below)
(2) APPROVAL OF 1995 STOCK OPTION PLAN:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Upon such other business as may come before the meeting or any
adjournment.
If no choice is specified, this proxy will be voted FOR Nos. 1 and 2
above.
(Continued, and to be signed, on the reverse side)
[BACK]
PROXY NO. NO. OF SHARES
The undersigned acknowledges receipt of the proxy statement for
the Annual Meeting, and revokes all proxies heretofore given.
DATED: , 1995.
Signature of Shareholder
(Please sign exactly as name
appears on this card)
