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
[X] Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Christiana Companies, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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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
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<PAGE>
CHRISTIANA COMPANIES, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The 1996 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 29, 1996 at 9:00 a.m. (Central Time) for the following
purposes:
(a) To elect eight directors of the Company; and
(b) 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 13, 1996 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 1996, 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 26, 1996
<PAGE>
CHRISTIANA COMPANIES, INC.
Suite 3380, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
PROXY STATEMENT
Approximate date proxy material first sent to shareholders: September 26,
1996.
I. GENERAL
Annual Meeting To Be Held October 29, 1996
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 29, 1996, 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 13, 1996, the record date for the annual meeting,
there were 5,136,630 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.
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, 1996, and
references to "fiscal 1996" are to that year.
Shareholder Proposals. The deadline for receipt of shareholder
proposals for inclusion in the Company's proxy material for its 1997
annual meeting is May 31, 1997.
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, and (b) 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 1997. 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.
Section 16(a) Beneficial Ownership Reporting Compliance.
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 1996.
II. FIVE PERCENT HOLDERS
The following table gives information, as of September 1, 1996,
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 Trustee ................... 2,600,500 50.6
Suite 3380
777 East Wisconsin Avenue
Milwaukee, WI 53202
Albert O. Nicholas................. 310,700 6.0
700 North Water Street
Milwaukee, WI 53202
Voting Trust and Voting Trust Certificates. With the exception
of 5,500 shares held by Mr. Lubar in an individual defined benefit plan,
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, 439,205 shares (8.6% of the Company's outstanding stock) and his
wife, 433,705 shares (8.4%), their son David J. Lubar, 322,403 shares
(6.3%), their three daughters, 1,321,982 shares (25.7%), and trusts for
the benefit of their grandchildren, 91,205 shares (1.8%).
III. DIRECTORS AND EXECUTIVE OFFICERS
The following table provides certain information, as of
September 1, 1996, about the Board of Directors' eight nominees for
director 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 Chairman and President 10/93 200,000/1
(66) . . . . . . . (since 2/93) of Darby (3.9%)
Advisors, Inc., Easton,
Maryland, private
investment company/1
William T. Donovan Executive Vice 10/90 156,532/2
(44) . . . . . . . President and Chief (3.0%)
Financial Officer of
the Company/2
Raymond F. Logan Vice President (real 10/77 1,575
(73) . . . . . . . estate) of the Company
David J. Lubar (41) President of Lubar & 10/90 105,000/3
Co. Incorporated (2.0%)
("Lubar & Co."),
venture capital and
investments, Milwaukee,
Wisconsin/3
Sheldon B. Lubar Chairman (Chief 1/87 2,600,5004
(67) . . . . . . . Executive Officer) of (50.6%)
the Company/4
Albert O. Nicholas Owner and President of 1/90 310,700
(65) . . . . . . . Nicholas Company, Inc., (6.0%)
Milwaukee, Wisconsin, a
registered investment
adviser/5
John R. Patterson President (Chief __ 5,000
(49) . . . . . . . Operating Officer) of
Total Logistic Control,
Inc./6
Gary R. Sarner (50) President (Chief 10/92 41,0007
Operating Officer) of
the Company/7
All eight directors and executive officers as a group . . 3,415,307/8
(66.5%)
_______________
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 and H.J. Heinz Company,
as well as a director (or trustee) of 28 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/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 3,000 shares (the portion exercisable at
September 1, 1996) which may be acquired under an employee stock option.
3/Mr. Lubar is also a director of Gander Mountain, Inc. In addition to
the shares listed, Mr. Lubar holds a voting trust certificate for 322,403
shares; see Section II.
4/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.
5/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. Mr. Nicholas is also a director of Bando
McGlocklin Capital Corporation.
6/Total Logistic Control, Inc. is a wholly-owned subsidiary of the Company
which provides public and contract warehousing and logistic services. Mr.
Patterson has served in the capacity listed since February 1996. Before
joining Total Logistic Control, Mr. Patterson served as Vice President-
Operations for Schneider Logistics, Inc., Green Bay, Wisconsin (a provider
of transportation and logistics services). For six years prior thereto,
Mr. Patterson was the President and principal owner of Pro Drive, Inc.,
Green Bay, Wisconsin (a truck driver recruiting and training firm). Mr.
Patterson's 1996 base salary is $175,000. In February 1996, the Company
paid Mr. Patterson a one-time signing bonus of $25,000 and granted him
incentive stock options to acquire a total of 100,000 shares of Company
common stock at $24.25 per share, the fair market value of the shares on
the date of grant. The options generally vest in five equal consecutive
annual installments with the first installment of 20,000 shares vesting on
February 26, 1997. Mr. Patterson is a new nominee for election to the
Board.
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 40,000 shares (the portion
exercisable at September 1, 1996) 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, 1996. See
Section IV.
Sheldon B. Lubar is the father of David J. Lubar.
During fiscal 1996, the Board of Directors met four times. Each
director attended at least 75% of the aggregate of (i) the total number of
all Board meetings and (ii) the total number of meetings of committees of
which he was a member. 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 and Nicholas, met twice during fiscal 1996. 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 1996.
Table C
<TABLE>
<CAPTION>
Long-Term Compensation
Shares Underlying
Fiscal Annual Compensation Options (#)/1 All Other
Name and Principal Position Year Salary Bonus Compensation/2
<S> <C> <C> <C> <C> <C>
Sheldon B. Lubar, . . . . . 1996 $66,000 -- -- $ 750
Chairman and Chief 1995 80,000 -- -- 750
Executive Officer 1994 80,000 6,000 -- 4,000
William T. Donovan, . . . . 1996 $150,000 -- -- 750
Executive Vice President 1995 127,500 75,000 -- 750
1994 100,000 11,000 10,000 4,000
Raymond F. Logan, . . . . . 1996 $149,700 -- -- --
Vice President 1995 149,700 17,500 -- --
1994 149,700 15,000 -- --
Gary R. Sarner, . . . . . . 1996 $167,500 -- -- 750
President 1995 150,000 $35,000 -- 750
1994 150,000 -- -- 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,
1996. 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 $21.25 per share. At June 30, 1996 only options whose exercise
price was below $21.25 were in-the-money. For these options, the value
shown is the difference between $21.25 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, 1996
No. of Shares
Underlying Options Value of in-the-Money
Exercisable/ Options Exercisable/
Name Unexercisable Unexcersiable
William T. Donovan 2,000/8,000 $0/$0
Gary R. Sarner . . 40,000/60,000 $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, 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.
Compensation Committee Interlocks and Insider Participation.
The members of the Compensation Committee are Nicholas F. Brady, 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 own 25%, 37.5% and 37.5% of its
stock, respectively. 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
($5,400 per month for fiscal 1996) of the rent, utilities and other
expenses of those premises. This amount is offset by Lubar & Co.
reimbursing the Company for its partial utilization of Company staff time
at a rate of $4,000 per month.
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 1996, 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 Company's 1995 Stock Option
Plan 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.
Nicolas F. Brady 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, 1991, $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
1991 1992 1993 1994 1995 1996
Christiana $100 $100.43 $ 84.78 $118.26 $ 93.04 $ 73.91
S&P 500 $100 $113.41 $128.87 $130.68 $164.75 $207.59
Russell 2000 $100 $114.54 $144.27 $150.62 $180.85 $224.05
