<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CPC INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CPC INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
- ---------------
/1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
(CPC LOGO)
INTERNATIONAL PLAZA, P.O. BOX 8000, ENGLEWOOD CLIFFS, NEW JERSEY 07632-9976
March 16, 1994
Dear Stockholder:
On behalf of the Board of Directors, I am pleased to invite you to your
Company's 1994 annual meeting of stockholders to be held in Naples, Florida, on
Thursday, April 28, 1994 at 9:30 A.M., local time. We hope that you will be able
to attend.
The matters to be acted upon by our stockholders are set forth in the
notice of annual meeting. Whether or not you plan to attend the meeting, please
sign, date and mail your proxy card as soon as possible in the postpaid envelope
enclosed. We invite your comments, and space is provided on the proxy card for
that purpose.
Following the custom of past meetings, we shall review with you the
business and affairs of the Company and our expectations for the future. Time
will be set aside during the meeting for a discussion of each item of business
described in the proxy statement and for questions that may be of interest to
stockholders generally. A summary of the proceedings will be included in the
midyear report.
If you plan to attend, please complete the reservation form on the inside
back cover and return it to us. A coffee reception with the directors and
officers of the Company will be held at 8:30 A.M.
We look forward to seeing many of you at the meeting.
Sincerely yours,
/s/ Charles R. Shoemate
Charles R. Shoemate
Chairman, President and
Chief Executive Officer
[logo]
Printed on Recycled Paper
<PAGE> 3
CPC INTERNATIONAL INC.
INTERNATIONAL PLAZA
P.O. BOX 8000
ENGLEWOOD CLIFFS, N.J. 07632-9976
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of CPC International Inc. will be held
at The Ritz-Carlton, 280 Vanderbilt Beach Road, Naples, Florida, on Thursday,
April 28, 1994 at 9:30 A.M., local time, for the following purposes:
1. To elect four directors, each for a term of three years.
2. To consider and take action upon the appointment of independent
auditors for the Company for 1994.
3. To transact such other business, if any, as may properly come before
the meeting.
Stockholders of record at the close of business on March 3, 1994 will be
entitled to vote at the meeting, and the holders of a majority of the issued and
outstanding shares of the capital stock will constitute a quorum for the
transaction of business.
>WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY CARD PROMPTLY.
By order of the Board of Directors,
/s/ John B. Meagher
John B. Meagher
Secretary
March 16, 1994
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Proxy Solicitation and Voting Information............................. 1
Corporate Governance.................................................. 2
Stockholder Return Comparison......................................... 4
Compensation and Nominating Committee Report on Executive
Compensation....................................................... 5
Executive Compensation and Stock Ownership Tables..................... 9
Matters to be Acted Upon:
Proposal 1.
Election of Directors........................................... 14
Proposal 2.
Appointment of Auditors......................................... 19
Other Business........................................................ 19
Proposals for the 1995 Annual Meeting................................. 19
Additional Information................................................ 20
</TABLE>
<PAGE> 5
CPC INTERNATIONAL INC.
INTERNATIONAL PLAZA
P.O. BOX 8000
ENGLEWOOD CLIFFS, N.J. 07632-9976
PROXY STATEMENT
This proxy statement, the accompanying proxy and the Company's annual
report to stockholders for 1993 are being mailed on March 16, 1994 to all
stockholders of record at the close of business on March 3, 1994, in connection
with the annual meeting of stockholders to be held April 28, 1994 or any
adjournment of it.
PROXY SOLICITATION AND VOTING INFORMATION
The authorized capital stock of the Company consists of 900,000,000 shares
of common stock ($.25 par value) and 25,000,000 shares of preferred stock ($1.00
par value). On March 3, 1994, there were issued and outstanding and entitled to
be voted 149,424,527 shares of common stock and 2,192,236 shares of convertible
preferred stock ("ESOP preferred stock") held by the trustee of the employee
stock ownership plan ("ESOP") component of the Company's Savings/Retirement Plan
for Salaried Employees ("Savings Plan"). Each share of common stock and ESOP
preferred stock entitles the holder to cast one vote on each matter to be voted
upon at the annual meeting.
Proxies marked as abstaining (including proxies containing broker
non-votes) on any matter to be acted upon by stockholders will be treated as
present at the meeting for purposes of determining a quorum but will not be
counted as votes cast on such matters.
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company. All shares of stock entitled to be voted which are
represented by valid and unrevoked proxies will be voted in accordance with the
instructions thereon. In the absence of such instructions, the shares will be
voted as recommended by the Board of Directors or, in the absence of such
recommendation, in the discretion of the persons named in the accompanying
proxy. A proxy may be revoked at any time before it is voted at the annual
meeting by written notice of revocation to the Secretary of the Company, a valid
proxy bearing a later date, or vote by ballot at the meeting.
The solicitation of proxies is being made by mail and may also be made by
telephone, other electronic means or in person using the services of directors,
executive officers, and regular employees of the Company. The cost of the
solicitation will be paid by the Company, which has retained D. F. King & Co.,
Inc., 77 Water Street, New York, New York 10005, to assist in the solicitation
for an estimated fee not to exceed $20,000 plus reasonable expenses. On behalf
of the Company, D. F. King & Co., Inc. will reimburse brokers, banks and others
who are record holders of the Company's stock for reasonable expenses incurred
in obtaining voting instructions from the beneficial owners of such stock.
If a stockholder is a participant in the Company's Automatic Dividend
Reinvestment Plan, the shares of common stock shown on the proxy include the
number of full shares held in the Plan account, as well as shares registered in
the stockholder's name. If a stockholder
<PAGE> 6
is a participant in the CPC International Stock Fund or ESOP component of the
Savings Plan, the proxy will also serve as a voting instruction to the trustee
of the Savings Plan. Shares held in either the CPC International Stock Fund or
the ESOP component of the Savings Plan as to which no voting instructions have
been received (as well as unallocated shares held by the trustee) will be voted
by the trustee in the same proportion as the shares for which instructions have
been received.
CORPORATE GOVERNANCE
BOARD AND COMMITTEES
The BOARD OF DIRECTORS presently consists of fourteen members divided into
three classes, with one class standing for election each year for a three-year
term. Eleven members of the Board are non-employee directors and three are
employee directors. The Board held ten meetings in 1993, and all of the
directors attended at least 75 percent of the aggregate of the meetings of the
Board and Committees of the Board of which they are members. Attendance of all
directors at such meetings averaged 95 percent.
The AUDIT COMMITTEE, which is composed entirely of non-employee directors,
held four meetings in 1993. Among its functions are to review the scope and
results of the annual audit, approve the non-audit services rendered by the
independent auditors and consider the effect thereof on the independence of the
auditors, and recommend to the Board appointment of independent auditors for the
ensuing year subject to ratification by the stockholders. The Committee also
reviews the proposed financial statements for the annual report to stockholders,
accounting policies, internal control systems and internal auditing procedures,
and the process by which unaudited quarterly financial information is compiled
and issued.
The COMPENSATION AND NOMINATING COMMITTEE, which is composed entirely of
non-employee directors, held five meetings in 1993. The Committee approves the
compensation of all executive officers, administers executive incentive
compensation plans, reviews employee benefit plans and recommends to the Board
proposals for adoption, amendment or termination of such plans. The Committee
also considers candidates for membership on the Board of Directors, reviews the
performance of incumbent directors whose terms are expiring prior to
recommending to the Board the nominees for election as directors at the annual
meeting of stockholders, recommends to the Board of Directors the compensation
arrangements for directors and administers the Deferred Compensation and
Retirement Income Plans for Outside Directors. Any stockholder who wishes to
recommend a candidate for consideration by the Committee as a nominee for
director may do so by writing to the Secretary of the Company and furnishing a
statement of the candidate's experience and qualifications.
The CORPORATE AFFAIRS COMMITTEE, which is composed of a majority of
non-employee directors, held three meetings in 1993. The Committee reviews
policies and programs of the Company relating to business ethics, community
relations, compliance with antitrust laws, customer and consumer relations,
disclosure of information, employee relations, and protection of the
environment. It also reviews major litigation affecting the Company,
2
<PAGE> 7
programs for communication with investors, governments and the public, crisis
management organization, and international issues.
The FINANCE COMMITTEE, which is composed of a majority of non-employee
directors, held three meetings in 1993. The Committee reviews policies and
practices of the Company affecting its financial structure and position, short-
and long-term financing, foreign exchange management, dividends, insurance
coverage and taxes. It recommends to the Board the appointment of trustees and
investment managers under employee benefit plans and reviews their performance,
and recommends the annual contributions by the Company to fund such plans.
During 1993, two other Board Committees--the Executive Committee and the
Administrative Committee--were dissolved and their duties transferred to the
Board or the Compensation and Nominating Committee.
MANAGEMENT OVERSIGHT
An essential function of the Board of Directors is to evaluate the
performance of the chief executive officer and other executive officers against
established goals and strategies. This evaluation process occurs regularly
throughout the year, in formal and informal ways. A formal performance
evaluation occurs in January of each year, beginning with a presentation to the
Board by the chief executive officer of the year-end results and the operating
plan for the new year. The non-employee directors then receive a report from the
chief executive officer on the performance of senior management and, in the
absence of the chief executive officer, review his performance. Following the
Board meeting, the Compensation and Nominating Committee reviews and approves
the compensation of the chief executive officer and the other executive
officers, including annual bonuses in respect of the preceding year, proposals
for salary increases to become effective during the ensuing year, and long-term
incentive awards.
Similarly, at the July Board meeting, the chief executive officer leads a
discussion of the Company's business strategies, and reviews with the
non-employee directors the appropriateness of the management organization and
staffing in the context of the business strategies.
DIRECTOR COMPENSATION
Non-employee directors receive an annual cash retainer of $25,000, and
fees of $1,250 for each Board and Committee meeting attended and for each day
spent visiting other Company facilities. Non-employee directors who serve as
chairmen of the Committees of the Board receive an additional annual retainer of
$3,000. Employee directors do not receive any additional compensation for
services in that capacity.
In 1993, each non-employee director was also credited with 300 shares of
common stock of the Company under the Deferred Compensation Plan for Outside
Directors. This Plan further provides that all or part of a director's cash
compensation may, at the director's option, be deferred, invested in common
stock of the Company or in an interest-bearing account, and paid after
retirement from the Board.
3
<PAGE> 8
The Company has a Retirement Income Plan for Outside Directors whereby
non-employee directors who have served as such for five or more years and are
not otherwise entitled to receive a pension from the Company will receive, upon
retirement from the Board, an annual payment equal to the rate of annual cash
retainer in effect on the date of their retirement, payable for a period equal
to the shorter of (a) the number of years and months the retired director served
as a member of the Board of Directors, or (b) the lifetime of the retired
director.
STOCKHOLDER RETURN COMPARISON
The following graph compares the yearly percentage change in the
cumulative total stockholder return on the Company's common stock with the
cumulative total return of the Standard & Poor's Foods Index (the "S&P Foods
Index") and the Standard & Poor's 500 Stock Index (the "S&P 500 Index"). The
graph assumes that $100 was invested on December 31, 1988 in each of CPC common
stock, the S&P Foods Index, and the S&P 500 Index, and that all dividends were
reinvested.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CPC S&P FOODS S&P 500
(FISCAL YEAR COVERED) INTERNATIONAL INC. INDEX INDEX
<S> <C> <C> <C>
1988 100 100 100
1989 146.15 136.43 131.69
1990 169.42 147.06 127.60
1991 188.87 214.53 166.47
1992 216.78 214.03 179.15
1993 209.89 196.42 197.21
</TABLE>
4
<PAGE> 9
COMPENSATION AND NOMINATING COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
GENERAL DISCUSSION OF SHORT-TERM COMPENSATION
The Company's short-term compensation program, consisting of base salary
and annual bonus, is administered by using the concepts of a salary range and
target bonus for each executive position. Salary ranges and bonus targets are
established reflecting data from salary surveys of companies in the consumer
goods and food sectors. These companies are not all the same as those in the S&P
Foods Index in the Stockholder Return Comparison graph on page 4. The Company
selects those companies to be surveyed with which it competes more directly in
the marketplace in business results, for human resources, and in stockholder
return. Each salary range has a midpoint which represents the average salary for
comparable surveyed positions, and a range that varies about 27% above and below
midpoint for the highest level position and about 24% for the lowest level
position. An individual executive's progress through and position in the salary
range depends primarily upon individual performance and time in the job. Target
annual bonuses have been established for each position as a percentage of
salary. These target annual bonus levels are at the middle range of bonus
targets for similar positions in the surveyed companies. The size of bonus
actually paid depends upon the performance of the Company, the business unit,
and the individual. The principal factors used in assessing such performance
include earnings per share growth at the Company level, sales and operating
income growth at both the Company and business unit levels, product market share
at the business unit level, and achievement of agreed-upon objectives at the
individual level. The relative importance given each of these factors in
determining salaries and bonuses is discretionary on the part of the Committee
and may vary by individual position responsibilities and from year to year. In
addition to surveys of competitive practice, the Committee, which is made up
entirely of outside directors, periodically uses independent consultants to
review these salary ranges and bonus targets for accuracy and appropriateness,
and to review the appropriateness of compensation actually paid. It is the
Company's objective to be fully competitive in salaries and bonuses (generally
at compensation survey median levels) with companies with which it competes.
BASIS FOR SPECIFIC SHORT-TERM COMPENSATION ACTIONS
The base salaries in 1993 of the five highest paid executives reported in
the Summary Compensation Table on page 9, vary from 13% below to 8% above
midpoint of their respective ranges. As noted earlier, the salary range midpoint
for a position represents the average salary for that position within the
surveyed group of companies. In the salaries reported in the Table, variances
from midpoint correlate to individual performance and time in position. In the
Committee's opinion, Company base salaries are well within competitive norms and
appropriately reflect individual contribution and impact of the position upon
Company results.
Bonuses for executive officers with corporate responsibilities reflect
overall corporate performance as well as individual performance. Bonuses for
executive officers with operations responsibilities also reflect business unit
performance. In 1993, before special charges
5
<PAGE> 10
for 1992, earnings per share were up 6%, operating income increased 4%, volumes
were up over 5% and return on equity was about 26%. Based upon these results and
respective business unit results relative to the surveyed companies referred to
above, bonus payments for executive officers are appropriate and well within
competitive norms. Bonuses paid to the five highest paid executives range from
about 10.1% below target bonus to 3.7% above target bonus, and total bonuses for
all executive officers increased less than 5% over the previous year.
Specifically with regard to the chief executive officer, Mr. Shoemate, the
Committee authorized a salary increase effective February 1993 equal to 7.4% on
an annualized basis. This increase was based on the Company's performance for
the previous year, Mr. Shoemate's position in salary range, and the Committee's
judgment of his individual performance in leading the organization toward
achievement of its strategic, operational, and other objectives. Annual bonus
paid to Mr. Shoemate for 1993 was $455,000. This represents 67.4% of base salary
at the time of the award, compared to a target bonus of 65%. This bonus award
was based upon Mr. Shoemate's performance in leading the Company to achieve
meaningful geographic expansion, innovative extension of existing brands,
strategic capital investment, successful acquisitions, and the financial results
described above, in a difficult competitive and economic environment.
GENERAL DISCUSSION OF LONG-TERM COMPENSATION
The Company's long-term compensation program consists of annual awards of
performance units and stock options under a stock and performance plan. The
number of options granted is equal to the number of performance units. For a
more detailed description of how these tandem awards work, refer to footnote (1)
to the Option Grants table on page 10. The size of performance awards granted
depends upon: the individual's performance, the size of awards previously
granted and, to a lesser extent, time in position. The weight given to each
factor may vary by individual and from year to year in the Committee's
discretion. The size of awards is generally in the median range of long-term
compensation practices among surveyed consumer goods and food sector companies.
Competitiveness is assessed by independent consultants' valuations of survey
data. Because of the wide range of differing approaches to long-term
compensation and difficulties in gathering data, surveyed companies for this
purpose are not identical to those surveyed for short-term compensation.
Earning of awards depends entirely upon the Company's stockholder return
(stock price appreciation plus dividends paid) relative to a group of
approximately twenty companies within the S&P Foods Index and other consumer
products companies with which the Company believes it competes for investors.
The award earned is paid primarily in Company common stock. To the extent that
performance awards are earned, an equivalent number of the options granted in
tandem are cancelled. The value of the award earned is dependent upon the value
of the common stock and its price appreciation from the beginning to the end of
the four-year performance cycle. Payments are made at the end of the four-year
cycle.
6
<PAGE> 11
BASIS FOR SPECIFIC LONG-TERM COMPENSATION ACTIONS
Award payments made in January 1994 and reported in the Summary
Compensation Table on page 9 reflect annual and cumulative stockholder results
over a four-year period beginning January 1, 1990 and ending December 31, 1993.
During the four-year cycle, participants had the opportunity to earn 25% of
their awards in each year of the cycle. In the first year (1990), 18.75% was
earned. In the second year (1991), nothing was earned. In the third year (1992),
25% was earned, and in the fourth and final year (1993), 18.75% was earned.
Thus, over the four years, 62.5% of the potential performance award was earned
and paid at the end of the cycle. During this period, the Company's share price
increased 30.9%, from $36.6250 to $47.9375.
Since 62.5% of the performance award was earned, 62.5% of the tandem
options were cancelled. The balance of 37.5% of the stock options granted remain
in effect with an exercise price equal to 100% of the fair market value of the
Company's common stock at the date of the award in 1990. This provides
continuing incentive to increase share price and, therefore, return to the
stockholder. Without share price increase, the options have no value.
In 1993, Mr. Shoemate received an award of 36,000 performance units which
may be earned over a four-year cycle ending in 1996, and a tandem award of
36,000 stock options. The Committee's decision to grant this award was based
upon its assessment of the long-term compensation survey data and independent
consultants' valuations thereof, referred to above. The award is designed to
provide further incentive for Mr. Shoemate to lead the Company in maximizing
stockholder value.
Based on survey data, the aggregate potential value of long-term awards is
competitive. The value of awards is highly leveraged, so that if the Company's
performance is above or below that of the defined group of companies referred to
earlier, the value of payments to participants may be well above or well below
that provided by such companies.
OVERALL PROGRAM RISK AND LEVERAGE
As the compensation tables in this proxy statement indicate, a significant
portion of executive compensation has been placed at risk. Payments under the
annual bonus program are dependent upon annual business results and individual
performance. Long-term award payments are dependent upon the Company's
stockholder return relative to the group of approximately twenty companies
referred to earlier. In the case of Mr. Shoemate, 63% of his annual and
long-term compensation came from variable compensation plans which relate to
Company performance and only 37% from base salary. Similar degrees of risk exist
for the four other highest paid officers.
EXECUTIVE STOCK OWNERSHIP TARGETS
In September 1993, the Company established stock ownership targets for all
participants in the Company's stock and performance plan. The ownership target
for the chief executive officer is seven times base salary; for the most senior
operating and corporate staff officers it is five times base salary; for
remaining officers, it is three times base salary; and for non-officer
participants, it is one times base salary. Stock used to assess this ownership
target is limited to stock directly owned by the executive and excludes stock
options.
7
<PAGE> 12
Executives are expected to attain these ownership targets within three to five
years, although executives who have been in their positions for a considerable
period or who have been participants in the stock and performance plan for some
time would be expected to achieve target ownership levels sooner. Although
ownership targets have only recently been established, several executive
officers have met or exceeded their target. Mr. Shoemate, who became chief
executive officer in 1990, is nearly half-way to his target of about 100,000
shares. He has sufficient stock options to achieve target ownership level during
the specified time period, and has expressed his intention to exercise
additional options as prudent financial planning and personal economic
circumstances permit.
DEDUCTIBILITY CAP ON COMPENSATION EXCEEDING $1,000,000
The Committee has reviewed the proposed Internal Revenue Service
regulations regarding non-deductibility of annual compensation in excess of $1
million to each of the five highest paid officers. Since the rules do not take
effect until 1994, there is no effect for 1993. It is the Committee's opinion
that the impact of the proposed regulations upon the Company will not be
significant for the next several years, because aggregate compensation may not
substantially exceed $1 million and, moreover, portions of such compensation
will be excluded in determining whether the $1 million cap is reached. However,
both management and the Committee will continue to consider the effect of the
new regulations upon the Company's executive compensation policies.
Compensation and Nominating Committee:
T. H. Black, Chairman
W. C. Ferguson
R. G. Holder
R. E. Mercer
W. S. Norman
D. E. Procknow
8
<PAGE> 13
EXECUTIVE COMPENSATION AND STOCK OWNERSHIP TABLES
The following table summarizes the compensation awarded, paid to, or
earned by the chief executive officer and each of the other four most highly
compensated executive officers of the Company (the "named executive officers")
by the Company and its subsidiaries for services rendered in all capacities
during each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------
AWARDS PAYOUTS
---------------------- -------------
ANNUAL COMPENSATION SECURITIES
-------------------------------------- RESTRICTED UNDERLYING LONG-TERM
NAME AND OTHER ANNUAL STOCK OPTIONS/ INCENTIVE ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) SARS(#)(2) PAYOUTS($)(3) COMPENSATION($)(4)
- -------------------- ---- --------- -------- --------------- --------- ---------- ------------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. R. Shoemate, 1993 670,833 455,000 0 0 36,000 696,094 45,146
Chairman, President 1992 625,000 430,000 0 0 34,000 625,933 41,362
and Chief 1991 545,830 375,000 0 0 88,000 359,957 34,392
Executive Officer
R. J. Gillespie, 1993 432,083 215,000 0 0 18,000 502,734 27,373
Senior Vice 1992 400,000 185,000 0 0 17,000 500,766 25,837
President and 1991 381,249 160,000 0 0 15,000 359,957 24,445
President of the
Best Foods Division
A. Labergere, 1993 337,500 190,000 0 0 18,000 212,672 15,500
Senior Vice 1992 310,000 170,000 0 86,875(1) 15,000 183,614 12,400
President and 1991 270,000 150,000 0 0 10,000 151,179 10,900
President of the
CPC Europe Division
C. B. Storms, 1993 341,667 165,000 0 0 13,500 483,375 21,843
Senior Vice 1992 320,833 155,000 0 0 13,500 500,766 21,254
President and 1991 297,917 145,000 0 0 13,000 432,000 19,589
General Counsel
K. Schlatter, 1993 302,500 150,000 0 0 12,000 348,047 19,404
Senior Vice 1992 258,333 120,000 0 0 11,000 354,697 17,052
President and 1991 238,334 110,000 0 0 10,000 305,947 15,602
Chief Financial
Officer
</TABLE>
- ---------------
(1) Represents the value of 2,000 shares of restricted stock on the date of
award. Restrictions lapse on one-fourth of the shares on each of the first
four anniversary dates of the award. On December 31, 1993 the 1,500
remaining restricted shares had a value of $71,438. Dividends are paid on
restricted stock at the rate paid to all stockholders. The named executive
officers hold no other shares of restricted stock.
(2) No stock appreciation rights ("SARs") were granted to the named executive
officers in any of the three reporting years.
(3) Amounts shown include cash and the market value of the Company's common
stock paid in respect of performance units awarded under the 1984 Stock and
Performance Plan at the end of four-year performance cycles.
(4) Except for C. R. Shoemate, amounts shown consist entirely of Company
contributions to defined contribution plans. The amount shown for C. R.
Shoemate includes, in addition, $3,410 of above-market interest in 1993 at
the rate credited to all participants in the Deferred Compensation Plan,
pursuant to which all or a portion of annual bonus may be deferred.
9
<PAGE> 14
OPTION GRANTS
Information concerning grants of stock options in 1993 is presented in the
following table. The options were granted at an exercise price equal to the fair
market value of the Company's stock on the date of grant, in tandem with
performance units, the material terms of which are set forth in footnote (1) to
the table.
OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR 10-YEAR OPTION TERM
- ------------------------------------------------------------------------ -------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE 0% 5%(2) 10%(2)
OPTIONS EMPLOYEES PRICE EXPIRATION ($48.8125) ($79.50) ($126.57)
NAME GRANTED(#)(1) IN 1993 ($/SHARE) DATE ($) ($) ($)
- ------------------------------------ -------------- ------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
C. R. Shoemate......... 36,000 5.6 48.8125 1/18/03 0 1,104,742 2,799,414
R. J. Gillespie........ 18,000 2.8 48.8125 1/18/03 0 552,371 1,399,707
A. Labergere........... 18,000 2.8 48.8125 1/18/03 0 552,371 1,399,707
C. B. Storms........... 13,500 2.1 48.8125 1/18/03 0 414,278 1,049,780
K. Schlatter........... 12,000 1.9 48.8125 1/18/03 0 368,248 933,138
</TABLE>
- ---------------
(1) The options listed were granted in tandem with an equivalent number of
performance units under the 1984 Stock and Performance Plan, based upon a
cycle of four years' duration, with a goal based on improvement in
stockholder value, determined by the increase in the value of common stock
of the Company during each year of the cycle assuming reinvestment of
dividends, measured against the performance of common stock of comparable
companies. Up to 25% of the performance units may be earned in each year of
the cycle and are payable at the conclusion of the cycle. To the extent
performance units are earned and payable, a corresponding number of options
are cancelled. To the extent options are exercised, a corresponding number
of performance units are cancelled. All options were granted on January 19,
1993 and became exercisable on January 19, 1994. Under the 1984 Plan, in the
event of a change in control of the Company, performance cycles as to which
at least two years have elapsed shall terminate, the "target goal" for such
cycles shall be deemed to have been fulfilled, and the resulting awards
shall thereupon be paid in cash. The amounts paid to the named executive
officers for the cycles ending in 1993, 1992 and 1991 are shown as
"Long-term Incentive Payouts" in the Summary Compensation Table on page 9.
(2) The amounts shown under these columns are calculated at the 5% and 10% rates
set by the Securities and Exchange Commission and are not intended to
forecast future appreciation of the Company's stock price. The amounts shown
assume that no performance units will be earned so that all options granted
will be exercisable.
10
<PAGE> 15
OPTION EXERCISES AND OPTION/SAR VALUE
The net value realized upon the exercise in 1993 of previously granted
options, and the number and value of unexercised options and SARs, are shown in
the following table.
AGGREGATED OPTION EXERCISES IN 1993
AND OPTION/SAR VALUE AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
DECEMBER 31, 1993(#) DECEMBER 31, 1993($)(2)
SHARES -------------------- -----------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
- ------------------------- -------------- -------------- -------------------- -----------------------
<S> <C> <C> <C> <C>
C. R. Shoemate........... 1,250 27,500 77,938/80,000 508,050/302,047
R. J. Gillespie.......... 8,900 330,395 32,436/41,500 845,015/169,430
A. Labergere............. 1,718 22,334 2,500/35,625 21,729/114,453
C. B. Storms............. -- -- 17,656/33,250 324,174/146,926
K. Schlatter............. -- -- 12,749/27,500 231,971/112,977
</TABLE>
- ---------------
(1) Amounts shown are based on the difference between the market value of the
Company's stock on the date of exercise and the exercise price of the
options.
(2) Amounts shown are based on the difference between the closing price of the
Company's common stock as reported for New York Stock Exchange Composite
Transactions on December 31, 1993 ($47.625) and the exercise price of the
options or SARs.
PENSION BENEFITS
The following table illustrates annual pension benefits payable under the
Company's defined benefit pension plans for salaried employees.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
5-YEAR AVERAGE YEARS OF SERVICE
ANNUAL -----------------------------------------------------
COMPENSATION 10 15 20 25 30(1)
------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 400,000.................................. $ 48,000 $ 72,000 $ 96,000 $ 120,000 $ 144,000
600,000.................................. 72,000 108,000 144,000 180,000 216,000
800,000.................................. 96,000 144,000 192,000 240,000 288,000
1,000,000.................................. 120,000 180,000 240,000 300,000 360,000
1,200,000.................................. 144,000 216,000 288,000 360,000 432,000
1,400,000.................................. 168,000 252,000 336,000 420,000 504,000
</TABLE>
- ---------------
(1) No additional benefits accrue after 30 years of service.
11
<PAGE> 16
Compensation covered by the plans comprises salary and, with certain
limitations, bonus payments. Compensation in 1993 for the named executive
officers and their years of service for purposes of the plans as of December 31,
1993, were as follows: C. R. Shoemate, $1,006,250 and 30; R. J. Gillespie,
$647,083 and 28; A. Labergere, $506,250 and 10; C. B. Storms, $506,667 and 29;
and K. Schlatter, $452,500 and 30. Amounts shown in the Pension Plan Table are
computed as a straight life annuity upon retirement at age 62 or later and are
not subject to any deduction for Social Security benefits.
EMPLOYMENT AGREEMENTS AND SPECIAL SEVERANCE PROGRAM
The Company offers employment agreements to all of its executive officers
and certain other key executives. In addition to setting forth general terms and
conditions of employment, the agreements provide for the continuation of full
salary, and continued participation in the Company's executive compensation and
employee benefit plans and programs, in the event of termination of employment
by the Company other than for cause, or by the individual due to breach of the
agreement by the Company. The periods for the continuation of salary and
participation in such plans and programs for the named executive officers who
have accepted such agreements are as follows: C. R. Shoemate, 3 years; R. J.
Gillespie, 2 years; C. B. Storms, 18 months; and K. Schlatter, 18 months.
The Company maintains a Special Severance Program, applicable to full-time
U.S. salaried employees who do not have employment agreements, which provides
for continuation of salary and employee benefit programs for periods ranging
from three months to one year, depending primarily on length of service, in the
event of termination of employment within two years following a change in
control of the Company.
STOCK OWNERSHIP TABLE
The Northern Trust Company of Chicago, Illinois, as trustee of the ESOP
component of the Savings Plan, owns all of the 1,742,611 unallocated shares of
ESOP preferred stock, or 79.49 percent of the outstanding preferred stock of the
Company. To the best of the Company's knowledge, no person or group of persons
owned beneficially more than five percent of the outstanding common stock of the
Company on March 3, 1994, the record date.
12
<PAGE> 17
The following table sets forth, as of February 28, 1994, the beneficial
ownership of shares of common and ESOP preferred stock, respectively, of the
Company by each director and nominee for director, the named executive officers,
and all directors and executive officers as a group, as well as shares which
certain of them have the right to acquire within sixty days from February 28,
1994 pursuant to stock option plans. All nominees, directors and executive
officers as a group own beneficially less than one percent of each of the
outstanding common and ESOP preferred stock.
<TABLE>
<CAPTION>
SOLE VOTING
AND INVESTMENT AGGREGATE
NAME POWER(1) OTHER(2) TOTAL(3)
---- -------------- -------- ---------
<S> <C> <C> <C>
T. H. Black............................. 6,152 -- 6,152
J. P. Cobb.............................. 18,696 -- 18,696
W. C. Ferguson.......................... 1,602 2,800 4,402
R. J. Gillespie......................... 28,569 57,919 86,488
E. R. Gordon............................ 4,901 -- 4,901
G. V. Grune............................. 4,314 -- 4,314
L. I. Higdon, Jr........................ 200 -- 200
R. G. Holder............................ 1,859 1,000 2,859
P. W. Joy............................... 3,255 7,200 10,455
A. Labergere............................ 8,082 -- 8,082
R. E. Mercer............................ 2,944 -- 2,944
W. S. Norman............................ 400 -- 400
D. E. Procknow.......................... 1,600 3,347 4,947
K. Schlatter............................ 50,735 16,900 67,635
C. R. Shoemate.......................... 130,884 12,849 143,733
C. B. Storms............................ 72,642 -- 72,642
All directors and executive officers as
a group (30 persons)................. 703,392 130,450 833,842
</TABLE>
- ---------------
(1) Includes all shares which may be purchased before April 29, 1994 upon the
exercise of stock options as follows: R. J. Gillespie, 27,873; A. Labergere,
5,187; K. Schlatter, 15,374; C. R. Shoemate, 85,188; C. B. Storms, 20,936;
and all directors and executive officers as a group, 294,241.
(2) Includes shares held jointly with or owned by spouses or minor children or
held in certain fiduciary capacities. K. Schlatter, C. R. Shoemate, and all
directors and executive officers as a group disclaim beneficial ownership
of, respectively, 16,900, 12,849, and 35,303 of such shares.
(3) In addition, Messrs. Gillespie, Schlatter, Shoemate and Storms have,
respectively, 1,194, 1,188, 1,179, and 1,463 shares, and all executive
officers as a group have a total of 19,941 shares, of ESOP preferred stock
allocated to their accounts in the Savings Plan.
13
<PAGE> 18
MATTERS TO BE ACTED UPON
Proposal 1. Election of Directors
In accordance with the recommendation of its Compensation and Nominating
Committee, the Board of Directors has nominated Leo I. Higdon, Jr. and William
S. Norman for initial election by stockholders, and William C. Ferguson and
Charles R. Shoemate for reelection, each for a three-year term as members of the
1997 class. Pursuant to the Board's policy on tenure of directors, Robert E.
Mercer and Donald E. Procknow will not be nominees for reelection and Jewel
Plummer Cobb and Paul W. Joy will also retire from the Board on April 28, 1994.
The Board's membership will be reduced to ten effective immediately prior to the
election of directors at the 1994 annual meeting.
All of the nominees for election have consented to being named in this
proxy statement and to serve if elected. If, for any reason, any of the nominees
should not be a candidate for election at the meeting, the proxies will be cast
for substitute nominees designated by the Board of Directors unless the Board
has further reduced its membership prior to the meeting. The Board does not
anticipate that any of the nominees will be unavailable. The nominees and the
directors continuing in office will normally hold office until the annual
meeting of stockholders in the year indicated on this and the following pages.
Biographical information concerning each of the nominees and directors
continuing in office is presented on this and the following pages.
VOTE REQUIRED
A plurality of the votes of the shares present in person or represented by
proxy at the annual meeting is required to elect directors.
- --------------------------------------------------------------------------------
CLASS II NOMINEES FOR TERMS EXPIRING IN 1997
- --------------------------------------------------------------------------------
WILLIAM C. FERGUSON
Age -- 63
Director since 1988
Member of the Compensation and Nominating and
Corporate Affairs Committees
(Picture) CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF NYNEX
CORPORATION
Prior to October 1989, Mr. Ferguson served as President and
Chief Executive Officer, and Vice Chairman of NYNEX
Corporation. Previously, he served as President and Chief
Executive Officer of New York Telephone Co. from 1983. Mr.
Ferguson is also a director of General Re Corporation and
Viacom Inc. He is a director and former Chairman of the New
York State Business Council and a director of United Ways of
Tri-State. He serves on the New York State Governor's Advisory
Board, the New York State Industrial Cooperation Council and
is Chairman of the Board of Trustees of Albion College.
14
<PAGE> 19
- --------------------------------------------------------------------------------
LEO I. HIGDON, JR.
Age -- 47
Director since October 1993
Member of the Audit and Corporate Affairs Committees
(Picture) DEAN OF COLGATE DARDEN GRADUATE SCHOOL OF BUSINESS
ADMINISTRATION AT THE UNIVERSITY OF VIRGINIA
Mr. Higdon has headed the Darden School, located in
Charlottesville, Virginia, since October 1993. He joined the
University of Virginia from Salomon Brothers Inc, where he was
a member of the Executive Committee. During his 20-year career
at Salomon Brothers, Mr. Higdon served as a managing director
with responsibilities for corporate finance and mergers and
acquisitions; as the firm's vice chairman; and as its co-head
of global investment banking. He is also a director of
Crompton & Knowles Corp. and Africare and a trustee of
Georgetown University.
- --------------------------------------------------------------------------------
WILLIAM S. NORMAN
Age -- 55
Director since July 1993
Member of the Compensation and Nominating and
Finance Committees
(Picture) EXECUTIVE VICE PRESIDENT OF THE NATIONAL RAILROAD PASSENGER
CORP. (AMTRAK)
Mr. Norman was elected Executive Vice President of the
National Railroad Passenger Corp. (AMTRAK) in 1987. He joined
AMTRAK in 1979 as Vice President-Marketing. Previously, Mr.
Norman served as a Division Vice President of Cummins Engine
Company, Inc. He is a director of the Travel Industry
Association of America, of which he is a former national
chairman; the United Nations Association of the United States
of America, the U.S. Navy Memorial Foundation and the
Logistics Management Institute. He is also a member of the
Board of Visitors of The American University's Kogod College
of Business Administration.
15
<PAGE> 20
- --------------------------------------------------------------------------------
CHARLES R. SHOEMATE
Age -- 54
Director since 1988
(Picture) CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF THE COMPANY
Mr. Shoemate was elected Chairman of the Board and Chief
Executive Officer in 1990. Prior to his election as President
in 1988, Mr. Shoemate served as Vice President of the Company
and President of the Corn Refining Division. Mr. Shoemate
joined the Company in 1962 and progressed through a variety of
positions in manufacturing, finance and business management.
In 1981, he was appointed President of Canada Starch Company,
a subsidiary of the Company. He is a director of CIGNA
Corporation, the Grocery Manufacturers of America, Inc., and
the Americas Society. He is a member of The Business
Roundtable, the Committee for Economic Development, and The
Conference Board, Inc.
- --------------------------------------------------------------------------------
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL 1995
- --------------------------------------------------------------------------------
ROBERT J. GILLESPIE
Age -- 51
Director since 1988
Member of the Finance Committee
(Picture) SENIOR VICE PRESIDENT OF THE COMPANY AND PRESIDENT OF ITS BEST
FOODS DIVISION
Mr. Gillespie was elected a Senior Vice President of the
Company in November 1991. He joined the Company in 1965 and in
1976, became President of Canada Starch Company, a subsidiary
of the Company. In 1980, he was elected a Vice President of
the Company and appointed President of the Corn Products Unit
of CPC North America. Prior to his appointment as President of
the Best Foods Division in 1988, he served in several
executive positions within that Division. Mr. Gillespie is the
Company's representative to the Grocery Manufacturers of
America, Inc., a member of the GMA Industry Productivity
Council, and a member of the Advisory Board of the Sarah W.
Stedman Center for Nutritional Studies of Duke University.
16
<PAGE> 21
- --------------------------------------------------------------------------------
ELLEN R. GORDON
Age -- 62
Director since 1991
Chairman of the Audit Committee and member of the
Corporate Affairs Committee
(Picture) PRESIDENT AND CHIEF OPERATING OFFICER OF TOOTSIE ROLL
INDUSTRIES, INC.
Ms. Gordon joined Tootsie Roll Industries, Inc. as a director
in 1968 and served in various executive capacities from 1974
until her election in 1978 as President and Chief Operating
Officer. She has also served as a vice president and director
of HDI Investment Corp., a family investment company, since
1977. Ms. Gordon is a member of the Advisory Council of the
Stanford University Graduate School of Business, the Board of
Fellows of the Faculty of Medicine of the Harvard Medical
School, the Advisory Council of the J. L. Kellogg Graduate
School of Management of Northwestern University, and the
Northwestern University Associates. She is also a trustee and
member of the Committee for Economic Development and a
director of the National Confectioners Association. Ms. Gordon
is a former president of The Committee of 200, an organization
of women business leaders of which she was a founding member,
and past chairman of The Committee of 200 Foundation.
- --------------------------------------------------------------------------------
GEORGE V. GRUNE
Age -- 64
Director since 1985
Member of the Audit and Finance Committees
(Picture) CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE READER'S DIGEST
ASSOCIATION, INC.
Mr. Grune joined The Reader's Digest in 1960 and served in
various executive capacities until his election in 1984 as
Chairman and Chief Executive Officer. He is also a director of
Avon Products, Inc., Chemical Banking Corporation and
Federated Department Stores, Inc. He is chairman-elect of The
Boys & Girls Clubs of America, a member of the Policy
Committee of The Business Roundtable, and vice chairman of the
Board of Trustees of The Conference Board, Inc. He is also a
trustee of Duke University and an overseer of Roy E. Crummer
Graduate School of Business at Rollins College.
17
<PAGE> 22
- --------------------------------------------------------------------------------
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 1996
- --------------------------------------------------------------------------------
THEODORE H. BLACK
Age -- 65
Director since 1989
Chairman of the Compensation and Nominating Committee
and member of the Finance Committee
(Picture) RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF INGERSOLL-RAND
COMPANY
Mr. Black served as President and Chief Operating Officer of
Ingersoll-Rand Company during 1988, and as Chairman and Chief
Executive Officer until November 1993. He is also a director
of General Public Utilities Corporation, McDermott
International, Inc. and Ingersoll-Rand Company.
- --------------------------------------------------------------------------------
RICHARD G. HOLDER
Age -- 62
Director since 1992
Member of the Compensation and Nominating and
Corporate Affairs Committees
(Picture) CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF REYNOLDS METALS
COMPANY
Mr. Holder served as President and Chief Operating Officer of
Reynolds Metals Company from 1988 until May 1992, when he
assumed his present position. Previously, he served as
Executive Vice President and Chief Operating Officer from
1986. Mr. Holder is a director of Universal Corp. and The
Retreat Health Systems, Inc., Richmond, Va. He is a trustee of
the Virginia Foundation for Independent Colleges and a member
of the Board of Directors of the National Association of
Manufacturers and the American Red Cross Corporate Advisory
Committee. Mr. Holder served as chairman of the Aluminum
Association from September 1991 through December 1993.
18
<PAGE> 23
- --------------------------------------------------------------------------------
ALAIN LABERGERE
Age -- 59
Director since 1992
Member of the Corporate Affairs Committee
(Picture) SENIOR VICE PRESIDENT OF THE COMPANY AND PRESIDENT OF THE CPC
EUROPE DIVISION
Mr. Labergere joined the Company in 1983 and in 1990 was
appointed Vice President, Regional Operations, for the CPC
Europe Division headquartered in Brussels. In 1991 he was
appointed President of the CPC Europe Division and elected a
corporate Vice President. He was elected a Senior Vice
President of the Company in October 1991.
- --------------------------------------------------------------------------------
Proposal 2. Appointment of Auditors
The Board of Directors, in accordance with the recommendation of its Audit
Committee, intends to appoint, subject to ratification by the stockholders, KPMG
Peat Marwick as independent auditors in respect of the Company's operations in
1994. If KPMG Peat Marwick should decline to accept or become incapable of
accepting, or if their appointment is otherwise discontinued, the Board of
Directors will appoint other independent auditors. A partner of KPMG Peat
Marwick will be present at the stockholders' meeting and will have an
opportunity to make a statement and respond to appropriate questions.
In addition to audit services, KPMG Peat Marwick has rendered non-audit
services to the Company. The non-audit services are reviewed by the Audit
Committee to assure that performance thereof does not affect the firm's
independence.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
meeting. However, if other proposals are properly presented, the persons named
in the accompanying proxy will vote upon them in accordance with their best
judgment.
PROPOSALS FOR THE 1995 ANNUAL MEETING
It is anticipated that the 1995 annual meeting of stockholders will be
held on Thursday, April 27, 1995. Stockholder proposals for inclusion in the
Company's proxy statement for that meeting must be received by the Secretary of
the Company no later than November 15, 1994. Additionally, under the Company's
By-laws, any other business, including the nomination of candidates for
director, may be presented at the meeting by a stockholder only if a written
notice identifying such business or candidates is received by the Secretary of
the Company not earlier than January 27 nor later than February 24, 1995. A copy
of the By-laws will be furnished to any stockholder without charge upon written
request to the Secretary.
19
<PAGE> 24
ADDITIONAL INFORMATION
If you plan to attend the annual meeting, please complete the reservation
form on the inside back cover and return it either with your proxy card or
directly to the Company at the address indicated on the reservation form.
Highlights of the meeting will be included in the midyear report which
will be mailed to stockholders on July 25, 1994.
The rules of the Securities and Exchange Commission require that an annual
report accompany or precede the proxy materials. However, no more than one
annual report need be sent to the same address. If more than one annual report
is being sent to your address and you wish to reduce the number of annual
reports you receive, please mark the Discontinue Annual Report Mailing box in
the Special Action area on the proxy card.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
By order of the Board of Directors,
/s/ John B. Meagher
John B. Meagher
Secretary
20
<PAGE> 25
RESERVATION FORM FOR ANNUAL MEETING
If you plan to attend the CPC International Inc. annual meeting of
stockholders to be held at The Ritz-Carlton, 280 Vanderbilt Beach Road, Naples,
Florida, at 9:30 A.M. on Thursday, April 28, 1994, this form may be used to
request an admission ticket. The envelope provided for the return of your proxy
card may be used to return this form or you may mail it directly to Ms. C. B.
Magarro, Assistant Secretary, International Plaza, P.O. Box 8000, Englewood
Cliffs, New Jersey 07632-9976.
I plan to attend the meeting. Please send me an admission ticket for the
number of persons indicated below.
Name
Address
City, State Zip Code
Number of persons attending
<PAGE> 26
PROXY
CPC INTERNATIONAL INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING ON APRIL 28, 1994
The undersigned hereby appoints CHARLES R. SHOEMATE, CLIFFORD B. STORMS and
JOHN B. MEAGHER, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated on the
reverse side hereof, all the shares of common and ESOP preferred stock of CPC
International Inc. which the undersigned is entitled to vote at the annual
meeting of stockholders to be held at The Ritz-Carlton, 280 Vanderbilt Beach
Road, Naples, Florida on April 28, 1994 at 9:30 AM, local time, or any
adjournment thereof, and in their discretion, upon any other matters which may
properly come before the meeting.
Election of four Directors, each for a term of three years.
Nominees:
William C. Ferguson
Leo I. Higdon, Jr.
William S. Norman
Charles R. Shoemate
(Change of Address/Comments)
- ------------------------------
- ------------------------------
- ------------------------------
- ------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card)
SEE REVERSE SIDE
(LOGO) printed on Recycled paper
<PAGE> 27
/X/ Please mark your votes 6654
as in this example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2. THE ESOP TRUSTEE SHALL VOTE UNALLOCATED ESOP
PREFERRED STOCK AS DIRECTED ON THIS PROXY BY THE PARTICIPANT.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of Directors (see reverse)
FOR WITHHELD
/ / / /
For, except vote WITHHELD from
the following nominee(s):
------------------------------
2. Appointment of KPMG Peat Marwick as
Independent Auditors
FOR AGAINST ABSTAIN
/ / / / / /
SPECIAL ACTION
Discontinue Annual Report Mailing for this Account / /
Change of Address on Reverse Side. / /
PLEASE DATE, SIGN EXACTLY AS NAME APPEARS HEREON AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME
BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.
- -------------------------------------------
- -------------------------------------------
SIGNATURE(S) DATE
