<PAGE> 1
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CHURCH & DWIGHT CO., 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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
LOGO
CHURCH & DWIGHT CO., INC.
469 North Harrison Street, Princeton, New Jersey 08543-5297
Notice of Annual Meeting of Stockholders to be held Thursday, May 9, 1996.
The Annual Meeting of Stockholders of Church & Dwight Co., Inc. (the
"Company") will be held at THE ASIA SOCIETY, 725 Park Avenue, New York, New
York, on Thursday, May 9, 1996, at 11:00 a.m., to consider and take action on
the following:
1. Election of four persons to serve as Directors for a term of three
years.
2. Proposal to approve the Church & Dwight Co., Inc. Compensation Plan
for Directors.
3. Approval of the appointment of Deloitte & Touche as independent
auditors of the Company's 1996 financial statements.
4. To consider and act upon a stockholder proposal requesting that the
Board of Directors take the steps necessary to provide for the
election of Directors annually and not by class.
5. To consider and act upon a stockholder proposal requesting that the
Board of Directors commit to a program to diversify the members of
the Board.
6. Transaction of such other business as may properly be brought
before the meeting or any adjournments thereof.
All stockholders are cordially invited to attend, although only those
stockholders of record as of the close of business on March 11, 1996, will be
entitled to notice of, and to vote at, the meeting or any adjournments thereof.
The transfer books will not be closed.
A list of stockholders entitled to vote will be available for inspection by
interested stockholders at the offices of Herrick, Feinstein, 2 Park Avenue, New
York, New York 10016, commencing on May 1, 1996.
MARK A. BILAWSKY
Vice President, General Counsel
and Secretary
Princeton, New Jersey
April 1, 1996
YOUR VOTE IS IMPORTANT. EVEN IF IT IS YOUR DESIRE TO ABSTAIN, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
<PAGE> 3
CHURCH & DWIGHT CO., INC.
469 North Harrison Street, Princeton, New Jersey 08543-5297
April 1, 1996
Proxy Statement
PROXIES AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Church & Dwight Co., Inc. (the "Company"),
for use at the Annual Meeting of Stockholders to be held on Thursday, May 9,
1996.
The securities entitled to vote at the meeting consist of the Company's
Common Stock. Each stockholder of record at the close of business on March 11,
1996, is entitled to vote in accordance with the amendment to the Company's
Restated Certificate of Incorporation which was adopted by the stockholders and
became effective on February 19, 1986. At the Annual Meeting each share of stock
beneficially owned by the same person for a period of 48 consecutive months
preceding March 11, 1996, will be entitled to four votes per share. All other
shares will be entitled to one vote per share. The discussion on page 30 of this
Proxy Statement outlines the procedures for determining when changes in
beneficial ownership are deemed to occur. The number of shares outstanding at
the close of business on March 11, 1996, was 19,527,723.
At the Annual Meeting of Stockholders held on May 11, 1995, as reported in
the Certificate of Inspectors of Elections, the number of shares of Company
Common Stock entitled to vote at such meeting was 19,539,095 bearing 45,612,311
votes. Of such shares 8,691,072 were entitled to four votes per share and
10,848,023 were entitled to one vote per share.
Any stockholder giving a proxy has the power to revoke that proxy at any
time before it is voted. Any proxy which is not revoked will be voted at the
meeting and all proxies will be voted, if no contrary instruction is indicated
on the proxy, FOR the election of the nominees described herein, FOR approval of
the Church & Dwight Co., Inc. Compensation Plan for Directors, FOR approval of
the appointment of Deloitte & Touche as independent auditors, AGAINST the
stockholder proposed resolution relating to the election of Directors annually
and not by class, and AGAINST the stockholder proposed resolution requesting a
program to diversify the members of the Board of Directors.
The presence, in person or by proxy, of the holders of such number of
shares of Company Common Stock as are entitled to cast a majority of the votes,
at the meeting, constitutes a quorum. Proxies submitted with the votes withheld
for the election of Directors or abstentions with regard to proposals 2, 3, 4
and 5 and broker non-votes are included in determining whether or not a quorum
is present. Votes will be tabulated by the Company's transfer agent. Directors
are elected by a plurality of the votes cast at the meeting. "Plurality" means
that the nominees who receive the largest number of votes cast are elected as
Directors up to the maximum number of Directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention, broker non-vote or
otherwise) have no impact in the
<PAGE> 4
election of Directors except to the extent the failure to vote for a nominee
results in another nominee receiving a larger number of votes. The approval of
proposals 2, 3, 4 and 5 requires the affirmative vote of such number of shares
as are entitled to cast a majority of the votes present in person or by proxy at
the meeting. Abstentions are counted as non-affirmative votes on proposals 2, 3,
4 and 5, whereas broker non-votes are not counted in tabulating the votes
thereon.
Solicitation of proxies is being made by management on behalf of the Board
of Directors through the mail, in person, and by telephone through its employees
who will not be additionally compensated. The cost thereof will be borne by the
Company. The Company has retained D. F. King & Co., Inc., to aid in the
solicitation of proxies for a fee estimated not to exceed $5,000 plus
out-of-pocket expenses. The Company will also reimburse brokerage houses and
others for forwarding proxy material to beneficial owners.
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation provides for the division of the
Board of Directors into three classes with the Directors in each class serving
for a term of three years. At the 1996 Annual Meeting of Stockholders, four
Directors will be elected to serve until the 1999 Annual Meeting. Such Directors
will serve until their successors are elected and qualified. All nominees are
members of the present Board.
It is not anticipated that any of the nominees will become unavailable for
any reason, but if that should occur before the Annual Meeting, the persons
named in the form of proxy reserve the right to substitute another of their
choice as nominee in his/her place or to vote for such lesser number of
Directors as may be prescribed by the Board of Directors in accordance with the
Company's Restated Certificate of Incorporation and By-Laws.
Information concerning the nominees and the continuing members of the Board
of Directors is set out below:
STANDING FOR ELECTION -- MAY 9, 1996
TERM EXPIRES IN 1996
<TABLE>
<S> <C>
CYRIL C. BALDWIN, JR.
PHOTO Mr. Baldwin, 68, is Chairman of the Board of Cambrex Corporation, a
specialty chemicals company. He became a Director of the Company in 1983.
He currently serves as a Director of Congoleum, Inc. He is a member of
the Executive and Compensation & Organization Committees and the
Committee on Directors of the Board.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C>
WILLIAM R. BECKLEAN
PHOTO Mr. Becklean, 59, is Senior Vice President of Tucker Anthony, Inc., a
full-service regional brokerage and investment banking firm. He previously
served as Vice President of Kidder, Peabody & Co., Inc. He became a
Director of the Company in 1980. Mr. Becklean is a member of the Audit
and Finance Committees of the Board.
ROSLNA B. DIXON, M.D.
PHOTO Dr. Dixon, 53, has been a consultant to the pharmaceutical industry since
1986. She became a Director of the Company in 1979, currently serves as
Chairman of the Compensation & Organization Committee of the Board and
is a member of the Committee on Directors and the Executive Committee
of the Board.
DEAN P. PHYPERS
PHOTO Mr. Phypers, 67, retired in 1987 as Senior Vice President and Director of
International Business Machines Corporation, a leading manufacturer of
information systems. He currently serves as a Director of American
International Group, Bethlehem Steel Corporation and Cambrex
Corporation. He has been a Director of the Company since 1974. He
serves as Chairman of the Finance Committee and the Committee on
Directors, and is a member of the Executive Committee of the Board.
</TABLE>
CONTINUING DIRECTORS
TERM EXPIRES IN 1997
<TABLE>
<S> <C>
ROBERT A. DAVIES, III
PHOTO Mr. Davies, 60, was elected President of the Arm & Hammer Division on
January 26, 1995. On October 1, 1995 he was elected President and Chief
Executive Officer of the Company and became a member of the Board of
Directors. From 1985 to 1990 he served as President & Chief Executive
Officer and a member of the Board of Directors of California Home
Brands, Inc. He currently serves as a member of the Board of DSLT,
Inc., previously Diamond Crystal Salt, Inc. He is a member of the
Executive Committee of the Board.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C>
JOHN D. LEGGETT, III, PH.D.
PHOTO Mr. Leggett, 54, is President of Sensor Instruments Co., Inc., a company
formed by him in 1985, which is involved in the design, manufacture and
marketing of environmental sensing instrumentation. He has been a
Director of the Company since 1979 and currently is a member of the
Executive, Audit and Compensation & Organization Committees of the
Board.
ROBERT A. MCCABE
PHOTO Mr. McCabe, 61, is President of Pilot Capital Corporation, whose business
is providing equity financing for private companies. He is a member of the
Board of Directors of Borg-Warner Security Corporation,
Morrison-Knudsen Corporation, Thermo Electron Corporation, and Thermo
Instrument Systems. Mr. McCabe is a Trustee of the American School of
Classical Studies at Athens, the Thera Foundation, Athens College, and
the French Library in Boston. Mr. McCabe has been a Director of the
Company since 1987. He is a member of the Finance Committee of the
Board.
JARVIS J. SLADE
PHOTO Mr. Slade, 70, is a partner in Hampton Capital Company, a merchant banking
firm. Mr. Slade is Chairman of the Board of MCRB Service Bureau Corp., and
a member of the Board of Directors of PrimeEnergy Corporation and
Lexington Management Group. Mr. Slade has been a Director of the
Company since 1970. He currently serves as Chairman of the Audit
Committee and is a member of the Executive and Finance Committees of
the Board.
TERM EXPIRES IN 1998
ROBERT H. BEEBY
PHOTO Mr. Beeby, 64, retired in 1991 as President and Chief Executive Officer of
Frito-Lay, Inc., the nation's largest manufacturer of snack food. Prior to
that, he served as President and Chief Executive Officer of Pepsi-Cola
International. He currently serves as Chairman of the Board of Service
America Corporation, and is a member of the Board of Directors of the
Columbia Gas System, Inc. and Applied Extrusion Technologies, Inc. He
became a member of the Board in 1992. He is a member of the
Compensation & Organization Committee of the Board.
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C>
J. RICHARD LEAMAN, JR.
PHOTO Mr. Leaman, 61, retired in May 1995 as President, Chief Executive Officer
of S. D. Warren Company, a producer of coated printing and publishing
papers. He retired as Vice Chairman of Scott Paper Company on January
1, 1995, a position he held since April 1991. Mr. Leaman is on the
Board of Directors of Pep Boys and S. D. Warren Company. He also serves
as Vice Chairman of the Executive Committee and on the Board of
Trustees of Widener University. In addition he is a member of The
Conference Board's Council on Global Business Management and a member
of the Dartmouth Alumni Council. Mr. Leaman has been a Director of the
Company since 1985. He is a member of the Audit Committee of the Board.
DWIGHT C. MINTON
PHOTO Mr. Minton, 61, is Chairman of the Board of the Company. On October 1, 1995
he retired as Chief Executive Officer, a position he held since 1968, and
President. He currently serves as Vice President and Director of the
Greater Yellowstone Coalition, and is a Director of Crane Co., Medusa
Corporation and First Brands Corporation. He has been a Director of the
Company since 1965 and serves as Chairman of the Directors' Stock
Option Plan, Executive and Loan Committees of the Board.
JOHN O. WHITNEY
PHOTO Mr. Whitney, 67, is a Professor and Executive Director, the Deming Center
for Quality Management at Columbia Business School. He currently serves as
a member of the Board of Directors of the Turner Corporation and
Atchison Castings, Inc. He also serves as Advisory Director of
Newsbank. He became a member of the Board in October 1992. He is a
member of the Compensation & Organization Committee of the Board.
</TABLE>
Unless otherwise stated, each Director has served in the principal business
indicated above for the past five or more years.
THE BOARD OF DIRECTORS
During 1995 there were twelve meetings of the Board of Directors. All
Directors attended at least seventy-five percent of the total number of meetings
held.
The Company has an Audit Committee and a Compensation & Organization
Committee, but does not have a Nominating Committee. The typical duties of a
Nominating Committee, the screening and selection of candidates to fill
vacancies on the Board of Directors, are the responsibility of the Committee on
Directors.
5
<PAGE> 8
AUDIT COMMITTEE. The Audit Committee met three times during 1995. The
Committee's functions include recommending to the Board of Directors the
engaging and discharging of the independent auditors, reviewing the independence
of the auditors, considering the range of audit and non-audit services and fees,
and reviewing the adequacy of the Company's system of internal accounting
controls.
COMPENSATION & ORGANIZATION COMMITTEE. The Compensation & Organization
Committee met six times during 1995. All members of the Committee are
non-employee Directors and are ineligible to participate in any plans or
programs which are administered by the Committee. The functions performed by the
Committee include: the evaluation of the performance of the Company's Executive
Officers; consideration of the design and competitiveness of the Company's
compensation plans; review and approval of Executive Officer compensation; and
administration of the Company's compensation plans.
COMMITTEE ON DIRECTORS. The Committee on Directors was established in
November 1994. The members of the Committee met three times during 1995. The
functions of the Committee include, among other things, the selection,
evaluation and consideration of candidates for nomination to the Board; and the
monitoring and evaluation of overall Board performance.
EXECUTIVE OFFICERS OF THE COMPANY
Listed below are the names, ages and positions held with the Company (as of
March 11, 1996) by each Executive Officer.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ -------- ----------------------------------------------------
<S> <C> <C>
Robert A. Davies, III......... 60(1) Chief Executive Officer and President
Raymond L. Bendure............ 52(1) Vice President Research and Development
Mark A. Bilawsky.............. 48(1) Vice President, General Counsel and Secretary
Mark G. Conish................ 43(1) Vice President Manufacturing and Distribution
Zvi Eiref..................... 57(1) Vice President Finance and Chief Financial Officer
Michael J. Kenny.............. 50(1) Vice President, President Specialty Products
Division
Dennis M. Moore............... 45(1) Vice President Administration
Leo T. Belill................. 55(2) Vice President Specialty Products Division
James P. Crilly............... 53(2) Vice President Sales Arm & Hammer Division
Alfred H. Falter.............. 46(2) Vice President Corporate Purchasing
W. Patrick Fiedler............ 47(2) Vice President Marketing
Gary P. Halker................ 45(2) Vice President, Controller and Chief Information
Officer
Larry B. Koslow............... 44(2) Vice President Marketing Personal Care
Ronald D. Munson.............. 53(2) Vice President International Operations
Joyce F. Srednicki............ 51(2) Vice President Marketing Household Products
</TABLE>
- ---------------
(1) Executive Officers serving for such term as the Board of Directors shall
determine.
(2) Executive Officers serving for such term as determined by and at the
discretion of the Chief Executive Officer.
Mr. Davies was elected President and Chief Executive Officer on October 1,
1995. Since January 26, 1995 he had served as President of the Arm & Hammer
Division. From 1985 to 1990 he served as
6
<PAGE> 9
President & Chief Executive Officer and a member of the Board of Directors of
California Home Brands, Inc. He is a member of the Board of DSLT, Inc.,
previously Diamond Crystal Salt, Inc.
Mr. Bendure joined the Company on November 1, 1995 as Vice President
Research and Development. From 1988 to 1993 Mr. Bendure was employed by Colgate
Palmolive Co. as World Wide Director, Corporate Technology. From 1993 to 1995
Mr. Bendure was Senior Vice President, Optical Research & Development for
Allergan.
Mr. Bilawsky joined the Company in 1976 and in 1979 he became Associate
General Counsel and Tax Counsel. In 1989 he was elected Vice President, General
Counsel and Secretary of the Company.
Mr. Conish was appointed Vice President Manufacturing and Engineering on
April 19, 1993 and on November 1, 1994 he became Vice President Manufacturing
and Distribution. For the previous nineteen years he served in various
management positions, the most recent being Senior Director,
Manufacturing/Engineering.
Mr. Eiref rejoined the Company on November 1, 1995 as Vice President
Finance and Chief Financial Officer, a position he held with the Company from
1979 to 1988. From 1988 to 1995 Mr. Eiref was employed by Chanel, Inc. as Senior
Vice President Finance.
Mr. Kenny joined the Company in February 1991 as Vice President, President
Specialty Products Division. For more than 20 years prior to joining the
Company, he was employed by NL Industries, Inc. His most recent positions were:
President and Chief Operating Officer, RHEOX Inc., a wholly-owned subsidiary of
NL Industries; President North American Operations, NL Chemicals, Inc.; and
Director of Sales and Marketing, North American Operations, NL Chemicals.
Mr. Moore became Vice President Administration of the Company in May 1989.
He joined the Company in 1980 and in 1984 was elected Vice President Human
Resources.
Mr. Belill was appointed Vice President and General Manager Basic Products
Group in August 1989. In April 1991, Mr. Belill became Vice President Specialty
Products Division. Since joining the Company in 1986 he has held various General
Manager and Vice President positions within the Specialty Products Division.
Mr. Crilly joined the Company on February 2, 1995 as Vice President Sales
Arm & Hammer Division. From 1989 to 1990, Mr. Crilly was retained by California
Home Brands as Vice President Sales and Marketing. From 1990 to 1994 he was a
partner in California Calamari & Gold Coast Fisheries, Inc.
Mr. Falter joined the Company in 1979 as Plant Controller and served in
various managerial positions until March 1988 when he became Director, Corporate
Purchasing. On December 16, 1995 Mr. Falter was appointed Vice President
Corporate Purchasing.
Mr. Fiedler was appointed Vice President Marketing on October 16, 1995. In
1994 Mr. Fiedler was appointed President of Armand Products Company, a
partnership in which the Company owns a fifty percent interest, after having
previously served as Vice President/General Manager. Prior to that Mr. Fiedler
was employed by Occidental Chemical Corporation in various sales managerial
positions.
7
<PAGE> 10
Mr. Halker joined the Company in 1977 and in 1984 was appointed Controller
of the Company. On March 8, 1993, Mr. Halker became Chief Information Officer
and on August 30, 1994 he became Vice President and Chief Information Officer.
On August 11, 1995 he became Vice President, Controller and Chief Information
Officer.
Mr. Koslow joined the Company on November 20, 1995 as Vice President
Marketing Personal Care. For the five years previous Mr. Koslow was employed by
Sterling Winthrop Inc. as Vice President Marketing - Sterling Health Canada and
Category Director, Analgesics - Sterling Health USA.
Mr. Munson joined the Company in 1983 as Director of Marketing, Chemicals
Division and has served in various managerial positions in sales and marketing
prior to being appointed Vice President and General Manager Performance Products
Group in July 1989. In July 1991 he became Vice President International
Operations.
Ms. Srednicki was appointed Vice President Marketing Household Products on
October 1, 1995 and has served in various positions in sales and marketing since
1975. The most recent being Director Marketing Laundry Products, Director Sales
Planning & Development and Director Trade Marketing.
SECURITY OWNERSHIP
The following persons were known to the Company to be beneficial owners as
of January 1, 1996, of more than five percent of the Company's Common Stock. The
table is based on reports filed by such persons with the Securities and Exchange
Commission and on other information available to the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
NAME AND ADDRESS ----------------------- PERCENT
OF BENEFICIAL OWNER SHARES VOTES OF CLASS(1)
----------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Chemical Banking Corporation................... 1,575,350(2) 1,575,350 8.07
270 Park Avenue
New York, New York 10017
Gabelli Funds, Inc............................. 1,849,700(3) 1,849,700 9.47
One Corporate Center
Rye, New York 10580-1434
</TABLE>
8
<PAGE> 11
Information, as supplied to the Company by Executive Officers and
Directors, with respect to the beneficial ownership of Company Common Stock by
each Director, each Executive Officer named below, and by all Executive Officers
and Directors as a group, as of March 11, 1996, is set forth in the table below.
Unless otherwise noted in the footnotes following the table, each individual had
sole voting and investment power over the shares of Company Common Stock shown
as beneficially owned.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF STOCK
BENEFICIAL OWNERSHIP OPTION PLAN
------------------------- FOR DIRECTORS PERCENT
NAME SHARES VOTES (SHARES)(4) OF CLASS(1)
----------------------------------- --------- --------- ------------- -----------
<S> <C> <C> <C> <C>
Cyril C. Baldwin, Jr. ............. 11,340(4) 42,360 5,000 --
William R. Becklean................ 9,642(4) 32,598 5,000 --
Robert H. Beeby.................... 7,000(4) 19,000 4,000 --
Robert A. Davies, III.............. 23,842(5) 25,249 -- --
Rosina B. Dixon, M.D. ............. 28,538(4)(6) 111,008 5,000 --
J. Richard Leaman, Jr. ............ 8,840(4) 32,360 5,000 --
John D. Leggett, III, Ph.D. ....... 8,840(4) 32,360 5,000 --
Robert A. McCabe................... 12,140(4) 45,560 5,000 --
Dwight C. Minton................... 628,392(7) 2,417,700 -- 3.19
Dean P. Phypers.................... 12,240(4) 45,960 5,000 --
Jarvis J. Slade.................... 13,792(4) 52,168 5,000 --
John O. Whitney.................... 7,000(4) 7,000 4,000 --
Mark A. Bilawsky................... 51,587(8) 168,197 -- --
James P. Crilly.................... 10,461(9) 11,844 -- --
Michael J. Kenny................... 39,143(10) 108,272 -- --
Dennis M. Moore.................... 25,949(11) 62,696 -- --
All Executive Officers and
Directors
as a group....................... 1,134,841(4)(12) 4,108,999 48,000 5.69
</TABLE>
- ---------------
(1) Based solely on the number of outstanding shares; does not take into
account disparities from pro rata voting rights which may arise due to the
fact that some shares are entitled to four votes per share and some shares
are entitled to one vote per share. Percentage is shown only if greater
than one percent of the class.
(2) Chemical Banking Corporation reported sole voting power over 656,448
shares, and sole investment over 493,498 shares, shared voting power over
134,402 shares and shared investment power over 1,081,852 shares.
(3) Pursuant to Schedule 13D (Amendment No. 4), dated January 2, 1996, filed
with the Securities and Exchange Commission on behalf of Mr. Gabelli and
certain affiliates, Gabelli Funds, Inc. and GAMCO Investors, Inc. In such
Schedule 13D, Mr. Gabelli reported no investment or voting power over such
shares; Gabelli Funds, Inc. reported sole investment and voting power over
348,000 shares and GAMCO Investors, Inc. reported sole investment power
over 255,700 shares and sole voting power over 1,501,700 shares.
(4) Includes all shares of Company Common Stock which each Director has rights
to purchase, or will have such rights within sixty (60) days from March 11,
1996, under the Stock Option Plan for Directors (see discussion on page
11).
9
<PAGE> 12
(5) Includes Mr. Davies' interest in 1,173 shares under the Company's Employee
Stock Purchase Plan and 469 shares under the Company's Investment Savings
and Profit Sharing Plans (which shares may be voted by participants).
(6) Includes 4,500 shares held by a trust of which Dr. Dixon, a Director and
stockholder of the Company and Kirby Dwight, a stockholder, serve as
co-trustees. Dr. Dixon holds shared voting power over such shares. Includes
1,048 shares owned by Dr. Dixon's children, as to which shares she
disclaims any beneficial interest.
(7) Includes 62,070 shares owned by Mr. Minton as trustee or custodian.
Includes 82,348 shares owned by Mr. Minton's wife and 81,140 shares owned
by his daughters, as to which shares he disclaims any beneficial interest.
Includes Mr. Minton's interest in 10,026 shares under the Company's
Employee Stock Purchase Plan and 190,232 shares which Mr. Minton has rights
to purchase under the 1983 Stock Option Plan. Includes Mr. Minton's
interest in 60,840 shares under the Company's Investment Savings and Profit
Sharing Plans (which shares may be voted by participants).
(8) Includes Mr. Bilawsky's interest in 2,860 shares under the Company's
Investment Savings and Profit Sharing Plans (which shares may be voted by
participants) and 24,300 shares which Mr. Bilawsky has rights to purchase
under the 1983 Stock Option Plan.
(9) Includes Mr. Crilly's interest in 407 shares under the Company's Investment
Savings and Profit Sharing Plans (which shares may be voted by
participants).
(10) Includes Mr. Kenny's interest in 1,892 shares under the Company's
Investment Savings and Profit Sharing Plans (which shares may be voted by
participants) and 30,300 shares which Mr. Kenny has rights to purchase
under the 1983 Stock Option Plan.
(11) Includes 800 shares owned by Mr. Moore's children, as to which shares he
disclaims any beneficial interest. Includes Mr. Moore's interest in 1,249
shares under the Company's Investment Savings and Profit Sharing Plans
(which shares may be voted by participants) and 18,900 shares which Mr.
Moore has rights to purchase under the 1983 Stock Option Plan.
(12) Includes interest of Executive Officers in 97,438 shares under the
Company's Investment Savings and Profit Sharing Plans (which shares may be
voted by participants). Includes interest of Executive Officers in 21,465
shares under the Company's Employee Stock Purchase Plan and 375,632 shares
which Executive Officers and Directors have rights to purchase under the
1983 Stock Option Plan and the Stock Option Plan for Directors,
respectively.
COMPENSATION OF DIRECTORS
Directors, who are not employees of the Company, were paid an annual
retainer of $16,000 in 1995. In addition, non-employee Directors were paid
$1,000 for each Board meeting attended. Each non-employee Director who was
Chairman of either the Audit, Compensation & Organization, or Finance Committees
or the Committee on Directors, was paid $1,600 for each committee meeting
attended and all other non-employee Directors were paid $800 for each committee
meeting attended. Non-employee Directors receive no other compensation from the
Company and do not participate in any of the Company's compensation plans except
for the Stock Option Plan for Directors described below. The compensation of
each non-employee Director for 1995 did not exceed $44,000.
10
<PAGE> 13
Compensation earned by each Director may be deferred, at the discretion of
such Director, pursuant to the Deferred Compensation Plan for Directors until
such time as the Director ceases to be a Director for any reason. Compensation
deferred in this manner shall be recorded in a ledger account and shall be
deemed to be invested in Company Common Stock for purposes of determining
earnings and losses in such ledger account. Actual shares of Company Common
Stock will not be held in such account and as such, each participating Director
shall have no voting or investment rights for such "shares". Dr. Dixon, Mr.
Slade and Mr. Whitney have each elected to defer compensation as described
herein and as of December 31, 1995, the following are the number of "shares"
represented by amounts held in their ledger accounts: Dr. Dixon 8,883 shares,
Mr. Slade 8,332 shares and Mr. Whitney 3,235 shares.
Mr. Dwight C. Minton, Chairman of the Board, retired as Chief Executive
Officer and President of the Company on October 1, 1995. Effective on such date
the Company retained the services of Mr. Minton as a consultant at a rate of
$250,000 per annum. The term of such consulting arrangement shall continue until
December 31, 1996. In addition, the Company has agreed to continue Mr. Minton's
medical benefits and provide office space and administrative support during the
term of the consulting agreement. The Company has further agreed that
outstanding stock options granted to Mr. Minton shall not expire upon his
termination of employment with the Company. Mr. Minton's right to exercise such
stock options shall continue for the ten-year period commencing on the grant
dates. Mr. Minton shall receive no other fees relating to his service as
Chairman and shall not be eligible to participate in the Compensation Plan for
Directors, which is a proposal to be voted on by stockholders at this meeting.
STOCK OPTION PLAN FOR DIRECTORS The Board of Directors of the Company
adopted, on February 27, 1991, the Stock Option Plan for Directors (the "Plan"),
which was approved by the stockholders at the May 9, 1991 Annual Meeting and
became effective January 1, 1991. Stock Options are granted to all non-employee
Directors of the Company (the "Participant").
The Plan authorizes the granting of options to purchase shares of Company
Common Stock (the "Stock") at the fair market value on the date of grant. The
maximum term during which these options may be exercised is ten years, subject
to a three-year vesting period. The options shall be exercised only by the
Participant during his/her lifetime and only transferred by will or the laws of
descent and distribution.
Participants shall be granted an option to purchase 1,000 shares of Stock
each year on the date on which the Company holds its Annual Meeting during the
term of the Plan, except that a Participant's initial option grant shall be
3,000 shares of Stock.
The total number of shares that may be issued pursuant to options under the
Plan cannot exceed 500,000 shares of Stock (adjusted for stock splits, stock
dividends and the like).
11
<PAGE> 14
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning annual compensation
paid or accrued by the Company during the fiscal years ended December 31, 1993,
1994 and 1995 to, or for, the Chief Executive Officer, Mr. Minton (who retired
as Chief Executive Officer of the Company on October 1, 1995), each of the next
four highest paid Executive Officers of the Company, whose total annual salary
and bonus exceeded $100,000 as of December 31, 1995, and Mr. Deasey (whose
employment with the Company terminated on October 3, 1995).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION
------------------------------------- AWARDS
OTHER ANNUAL -------- LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION OPTIONS -------- COMPENSATION
POSITION YEAR SALARY BONUS(1) (2)(3) (SHARES) PAY-OUTS (4)(5)(6)
- ------------------------- ---- -------- --------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
DWIGHT C. MINTON 1995 $327,506 $ 150,000 $ 152,955(7) -- -- $ 46,754
Chairman of the Board 1994 441,786 -0- 116,155(7) 116,300 -- 36,931
1993 417,000 125,000 91,646(7) 23,400 -- 91,955
ROBERT A. DAVIES, III 1995 292,426 182,900 27,815 40,000 -- 20,471
Chief Executive Officer 1994 -- -- -- -- -- --
and President 1993 -- -- -- -- -- --
MARK A. BILAWSKY 1995 162,249 96,800 232,966(8) -- -- 13,880
Vice President, General 1994 155,421 -0- 42,433 23,700 -- 6,854
Counsel and Secretary 1993 139,846 46,900 23,022 4,800 $ 68,385(9) 20,527
JAMES P. CRILLY 1995 156,118 59,600 3,025 10,000 -- 5,778
Vice President Sales 1994 -- -- -- -- -- --
Arm & Hammer Division 1993 -- -- -- -- -- --
MICHAEL J. KENNY 1995 223,507 125,400 229,279(8) -- -- 18,599
Vice President, 1994 220,035 -0- 46,379 40,200 -- 12,199
President Specialty 1993 206,154 58,800 25,304 9,000 -- 32,059
Products Division
DENNIS M. MOORE 1995 187,688 95,300 253,836(8) -- -- 22,711
Vice President 1994 184,441 -0- 51,643 30,000 -- 12,111
Administration 1993 172,385 57,800 24,630 16,500 -- 32,355
ANTHONY P. DEASEY 1995 155,887 63,000 213,136(8) -- -- 238,558(10)
Vice President 1994 205,143 -0- 43,108 35,400 -- 9,943
Finance and Chief 1993 193,385 112,250(11) 25,814 7,300 94,565(9) 32,417
Financial Officer
</TABLE>
- ---------------
(1) Represents incentive compensation payments under the Company's Annual
Incentive Compensation Plan as discussed on page 18.
(2) Includes premiums paid for long-term disability insurance, liability
insurance and medical reimbursement plans. Total premiums paid on behalf of
named individuals were as follows for 1995, 1994 and 1993, respectively:
D.C. Minton $20,586, $16,722, $17,156; R.A. Davies, III $27,815, -- ,
-- ; M.A. Bilawsky $14,648, $10,046, $12,017; J.P. Crilly $3,025, -- ,
-- ; M.J. Kenny $15,760, $11,666, $12,024; D.M. Moore $14,684, $10,767,
$11,175; A.P. Deasey $14,497, $10,720, $11,140.
12
<PAGE> 15
(3) Includes interest paid by the Company in accordance with the Executive
Stock Purchase Plan as discussed on page 20. Total interest paid on behalf
of named individuals was as follows for 1995, 1994 and 1993, respectively:
D.C. Minton $44,978, $32,387, $11,005; M.J. Kenny $44,978, $32,387,
$11,005; M.A. Bilawsky $44,978, $32,387, $11,005; D.M. Moore $44,978,
$32,387, $11,005; A.P. Deasey $36,747, $32,387, $11,274.
(4) Includes Company contributions, vested and unvested, under the Company's
Investment Savings Plan and Profit Sharing Plan. Total contributions on
behalf of named individuals were as follows for 1995, 1994 and 1993,
respectively: D.C. Minton $7,500, $4,500, $16,478; R.A. Davies, III $4,500,
-- , -- ; M.A. Bilawsky $8,844, $3,204, $18,306; J.P. Crilly $3,906,
-- , -- ; M.J. Kenny $7,994, $4,500, $18,397; D.M. Moore $13,456, $4,500,
$20,292; A.P. Deasey $8,084, $4,500, $19,052.
(5) Includes compensation deferred pursuant to a deferred compensation
agreement with the Company, providing certain plan contributions above
Internal Revenue Code limits. Such amounts are not deferred at the request
of the individual or the Company. Total compensation deferred on behalf of
named individuals was as follows for 1995, 1994 and 1993, respectively:
D.C. Minton $20,864, $12,772, $57,392; R.A. Davies, III $4,200, $ -- ,
$ -- ; M.A. Bilawsky $1,938, $134, $0; J.P. Crilly $394, -- , -- ; M.J.
Kenny $5,269, $2,101, $8,631; D.M. Moore $3,846, $1,033, $6,335; A.P.
Deasey $4,894, $1,654, $9,333.
(6) Includes premiums paid for life insurance plans. Total premiums paid on
behalf of named individuals were as follows for 1995, 1994 and 1993,
respectively: D.C. Minton $18,390, $19,659, $18,085; R.A. Davies, III
$11,771, -- , -- ; M.A. Bilawsky $3,098, $3,516, $2,221; J.P. Crilly
$1,478, -- , -- ; M.J. Kenny $5,336, $5,598, $5,031; D.M. Moore $5,409,
$6,578, $5,728; A.P. Deasey $3,313, $3,789, $4,032.
(7) Includes administrative services provided to Mr. Minton for personal use
for 1995, 1994 and 1993, respectively: $57,381, $54,855 and $51,168.
(8) Includes debt forgiveness and income tax indemnity in connection with the
termination of the Executive Stock Purchase Plan as discussed on page 21.
Total amount paid on behalf of named individuals in 1995 was as follows:
M.A. Bilawsky $165,409; M.J. Kenny $165,409; D.M. Moore $165,409; A.P.
Deasey $153,417.
(9) Under the terms of the Long-Term Performance Plan, Mr. Deasey received
$31,525 in cash and 1,970 shares of Company Common Stock with a fair market
value of $32.00 per share as of the date of the pay-out in 1993 and Mr.
Bilawsky received $22,795 in cash and 1,424 shares of Company Common Stock
with a fair market value of $32.00 per share as of the date of the pay-out
in 1993.
(10) Includes $222,267 paid to, or on behalf of, Mr. Deasey in connection with
his termination of employment on October 3, 1995.
(11) Includes additional compensation paid to Mr. Deasey in the form of Company
Common Stock, with a fair market value at the time of grant of $47,750 for
1993 in connection with his commencement of employment.
13
<PAGE> 16
The following table sets forth information with respect to grants of stock
options for the Executive Officers named in the Summary Compensation Table
during 1995 pursuant to the 1983 Stock Option Plan(1). Also shown are
hypothetical gains for each option based on assumed rates of annual compound
stock price appreciation of five percent and ten percent from the date the
options were granted over the full option term.
OPTION GRANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
--------------------------------------------- AT ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK PRICE
OPTIONS APPRECIATION FOR OPTION
GRANTED TO EXERCISE TERM (10 YEARS)(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% ANNUAL 10% ANNUAL
- ------------------------ ------- ------------ --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Dwight C. Minton........ -- -- -- -- -- --
Robert A. Davies, III... 20,000 20.96 $17.625 1/25/05 $221,684 $561,793
20,000 20.96 19.625 7/26/05 246,839 625,542
Mark A. Bilawsky........ -- -- -- -- -- --
James P. Crilly......... 10,000 10.48 18.25 2/02/05 114,772 290,857
Michael J. Kenny........ -- -- -- -- -- --
Dennis M. Moore......... -- -- -- -- -- --
Anthony P. Deasey....... -- -- -- -- -- --
</TABLE>
- ---------------
(1) Stock options, under the 1983 Stock Option Plan, are granted to management
employees, including Executive Officers, giving optionees the right to
purchase shares of Company Common Stock over a ten-year period, subject to a
three-year vesting period, at the fair market value per share on the date of
grant.
(2) These amounts represent assumed rates of appreciation only. Actual gains, if
any, on stock option exercises are dependent on the future performance of
the Company Common Stock and overall market conditions. There can be no
assurances that the amounts reflected in this table will be achieved.
14
<PAGE> 17
The following table sets forth information for the Company's option plans
with respect to stock option exercises by the Executive Officers named in the
Summary Compensation Table during 1995, including the aggregate value of gains
on the date of exercise. Also shown are the (i) number of shares covered by both
exercisable and unexercisable stock options as of December 31, 1995, and (ii)
values for in-the-money options which represent the spread between the exercise
price of such stock options and the price of Company Common Stock as of December
31, 1995.
AGGREGATED OPTION EXERCISES FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1995 AND OPTION VALUE
AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dwight C. Minton....... 16,800 $162,750 190,232 139,700 $ 409,088 $91,162
Robert A. Davies,
III.................. -- -- -- 40,000 -- 17,500
Mark A. Bilawsky....... -- -- 24,300 28,500 49,749 20,350
James P. Crilly........ -- -- -- 10,000 -- 2,500
Michael J. Kenny....... -- -- 30,300 49,200 -- 31,487
Dennis M. Moore........ 7,281 40,402 18,900 46,500 -- 23,512
Anthony P. Deasey(1)... 20,000 162,600 -- -- -- --
</TABLE>
- ---------------
(1) Mr. Deasey's employment with the Company terminated on October 3, 1995.
EMPLOYMENT SEVERANCE AGREEMENTS The Company had a policy of entering into
Employment Severance Agreements with certain Executive Officers which provided
for benefits upon certain terminations of employment within three years after a
"Change of Control" (as defined in the agreement).
Effective December 31, 1995 all Employment Severance Agreements were
terminated.
15
<PAGE> 18
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
AMONG COMPANY, S&P 500 INDEX AND THE HOUSEHOLD PRODUCTS INDEX(1)
<TABLE>
<CAPTION>
HOUSEHOLD
MEASUREMENT PERIOD PRODUCTS
(FISCAL YEAR COVERED) COMPANY S&P 500 INDEX
<S> <C> <C> <C>
1985 64.75 53.81 33.96
1986 68.12 63.86 43.26
1987 73.15 67.21 49.90
1988 64.25 78.37 53.74
1989 104.55 103.20 84.14
1990 100.00 100.00 100.00
1991 171.66 130.47 116.50
1992 181.90 140.41 130.51
1993 166.97 154.56 145.25
1994 108.47 156.60 157.65
1995 113.98 215.45 220.67
</TABLE>
(1) The Household Products Index consists of Clorox Company, Colgate Palmolive
Co., Procter & Gamble and Kimberly Clark.
16
<PAGE> 19
COMPENSATION & ORGANIZATION COMMITTEE REPORT
The Company's executive compensation program is determined and administered
by the Compensation & Organization Committee of the Board of Directors (the
"Compensation Committee"), which is composed of Dr. Dixon (Chairman) and Messrs.
Baldwin, Beeby, Leggett and Whitney, all of whom are non-employee Directors. The
Compensation Committee is responsible for all compensation decisions regarding
the Company's Executive Officers, subject to the approval of the Board of
Directors(1). Decisions relating to the Chief Executive Officer's compensation
are subject to the approval of all the non-employee Directors.
COMPENSATION PHILOSOPHY
The Company's Mission Statement calls for performance "in the top quarter
of American businesses." In order to attain this objective, the Company believes
that it must be able to attract, motivate and retain qualified people with the
talent, skills and abilities to enable the Company to achieve such results.
Accordingly, the Compensation Committee has established a compensation program
that is competitive in the markets in which the Company competes for management
talent.
The executive compensation program is comprised of base salary, annual
incentive compensation and long-term incentive compensation components. The
level of total compensation for Executive Officers (including the Executive
Officers named in the foregoing tables) is intended to be comparable to the
level of total compensation paid to executives with comparable responsibilities
in a peer group of companies identified by the Company, using external surveys,
as being competitive for personnel with the Company. From such surveys
compensation paid to executives is adjusted to reflect the relative size
differences of the companies contained in the group. The peer group is intended
to represent a sufficient sample size to enable the Company to get a true
reading on executive compensation although it is not necessarily the same
companies with which the Company would meaningfully compare its performance in
the marketplace. The Compensation Committee generally seeks to maintain annual
compensation (base salary and annual incentive compensation) and welfare
benefits at an average level, perquisites at a lower than average level, and
long-term incentive compensation at a higher than average level, as compared
with similar types of compensation paid to executives in the peer group. It
should be noted that the incentive compensation component of executive
compensation tends to be more performance sensitive, both individual and Company
performance, than the other compensation components. The Compensation Committee
gives emphasis to long-term incentive compensation in the form of stock options,
because such compensation places the Executive Officers of the Company in the
same position as long-term stockholders. As a result, business decisions are
improved and Executive Officers receive gains that are consistent with those
realized by stockholders of the Company.
- ---------------
(1) With the exception of decisions as to awards granted under certain of the
Company's employee benefit plans, which are made solely by the Compensation
Committee in order for such plans to satisfy the disinterested
administration requirement of Rule 16b-3 under the Securities Exchange Act
of 1934.
17
<PAGE> 20
The following is a discussion of each of the elements of the Company's
executive compensation program, along with a discussion of actions taken by the
Compensation Committee with respect to the Chief Executive Officer's
compensation.
BASE SALARY
Base salary for each Executive Officer is determined using two factors: (i)
the performance of the individual Executive Officer and (ii) a comparison of
such Executive Officer's base salary to that of his/her counterparts in the
Company's peer group as shown in the periodic external salary surveys described
above. The more important of these two factors is the evaluation of the
Executive Officer's performance, including such Executive Officer's level of
responsibility, his/her contribution to the achievement of the Company's
strategic operating objectives and other performance goals established by the
Executive Officer to whom such Executive Officer reports (or for the area or
department in which such Executive Officer works). These objectives and goals
are specific to both the Company's performance and the individual Executive
Officer's performance.
Among the Company's performance criteria, approved by the Board of
Directors and used by the Compensation Committee, in determining base salary
are: (i) the Company's financial performance compared with its performance in
the prior year, including the Company's overall financial condition, return on
equity and amount of sales and (ii) the achievement of the Company's overall
business plan including earnings per share for the prior fiscal year.
Performance management goals for each Executive Officer (or for the area or
department of his/her responsibility) are established by the Executive Officer
to whom such Executive Officer reports, the level of achievement of which for
the prior year is used by the Compensation Committee in determining the base
salary of such Executive Officer. Factors taken into account in determining the
individual or group performance goals are: (i) such Executive Officer's ability
to develop personnel within the area of his responsibility, (ii) the achievement
of quality improvement objectives, and (iii) certain other objectives specific
to such Executive Officer's area or department of responsibility. The base
salaries paid to Executive Officers in 1995 were based upon the above criteria,
including the Company's lackluster financial performance in 1994, compared with
the prior year.
After each Executive Officer's base salary is determined by the
Compensation Committee using the foregoing criteria, the Compensation Committee
may adjust the base salary of such Executive Officer if the Compensation
Committee determines that such salary is not competitive with that of comparable
executives in the Company's peer group or for other reasons consistent with the
Compensation Committee's policy to attract, motivate and retain qualified
Executive Officers. Base salaries paid to Executive Officers in 1995 were
primarily at the median level in comparison with the Company's peer group.
ANNUAL INCENTIVE COMPENSATION
Annual incentive compensation awards for Executive Officers are awarded
under the Company's Incentive Compensation Plan and are based on both corporate
and individual performance. The size of the aggregate incentive compensation
pool, if any, from which individual annual bonuses are paid, is based on an
amount of the Company's after-tax profits that may be payable as incentive
compensation to participants assuming achievement of the Company's performance
targets and average performance by
18
<PAGE> 21
individual participants. The aggregate incentive compensation award pool is
either increased or decreased, depending on the percentage by which actual
operating earnings per share exceeds or falls short of the target operating
earnings per share approved by the Board of Directors for the relevant fiscal
year. For each one percent that actual operating earnings per share exceeds the
target operating earnings per share, the aggregate award pool is increased by
two percent. Conversely, for each one percent that actual operating earnings per
share is less than the target operating earnings per share, the aggregate award
pool is decreased by four percent.
After the amount of the aggregate award pool is determined using the
foregoing method, each individual Executive Officer's annual incentive
compensation is determined by the Compensation Committee using the applicable
percentage of base salary for each such Executive Officer. The applicable
percentage of base salary is determined in accordance with the Company's
Incentive Compensation Plan and ranges from thirty to fifty percent depending on
the position and level of the Executive Officer with the Company. The individual
bonuses can be higher or lower based on criteria evaluated by the Compensation
Committee, including: (i) such Executive Officer's achievement (or contribution
to the achievement by such Executive Officer's department or area of
responsibility) of personal targets and objectives and (ii) the evaluations and
recommendations of the Chief Executive Officer and Human Resources Department as
to such Executive Officer's annual incentive compensation. The personal targets
and objectives are the same as those described above used by the Compensation
Committee in determining such Executive Officer's base salary.
Additionally, the Compensation Committee may adjust the amount of the
incentive compensation award pool and individual incentive compensation awards
if, in any given year, unusual or nonrecurring factors affect the operating
earnings of the Company in a manner which is not reflective of the actual
performance of the Company or Executive Officers for such year.
The Compensation Committee intends for the incentive compensation awards
paid to Executive Officers to be competitive with those paid to comparable
executive officers in the Company's peer group. In any particular year the
incentive compensation level of each Executive Officer may be higher or lower
than that of the peer group executives as a result of such Executive Officer's
level of achievement of the specific performance-related goals.
For 1995, in accordance with the terms of the Incentive Compensation Plan,
the aggregate incentive compensation pool was increased by eight percent as a
result of operating earnings exceeding target operating earnings by four
percent. Additionally, in January 1996, the Compensation Committee reviewed each
Executive Officer's performance for 1995 using the criteria discussed above and
determined the incentive compensation to be awarded to each Executive Officer
for the year. The incentive compensation awarded to each Executive Officer named
in the foregoing tables is reflected in the Summary Compensation Table on page
12. The incentive compensation awards paid to Executive Officers for 1995 were
substantially at the median level in comparison with the Company's peer group.
LONG-TERM AND OTHER COMPENSATION
In addition to the base salary and annual incentive compensation components
of Executive Officers' compensation, the total compensation for Executive
Officers includes a long-term incentive component in
19
<PAGE> 22
the form of stock options granted under the Company's 1983 Stock Option Plan.
The Compensation Committee believes that stock ownership encourages management
to enhance stockholder value. Stock option grants are intended to motivate and
reward Executive Officers and other key management employees for improving the
overall financial condition of the Company over a period of time. The 1983 Stock
Option Plan is also intended to induce continued employment of key management
employees with the Company and, by offering incentives comparable to those
offered by the Company's peer group, to enable the Company to compete for,
attract and retain skilled management personnel. The Company encourages
participants in the plan to hold the shares of Company Common Stock received
through the exercise of stock options so that the participants' interest will
continue to be aligned with the long-term interests of the stockholders of the
Company. The amount of options currently held by Executive Officers is not a
factor in determining the amount of stock options to be granted under the Plan.
Stock options granted to management employees, including Executive
Officers, give optionees the right to purchase shares of Company Common Stock
over a ten-year period subject to a three-year vesting period, at the fair
market value per share on the date of grant. Generally, the number of options
granted to an Executive Officer is based on a percentage of the Executive
Officer's base salary, determined by the Compensation Committee considering the
recommendations of the Human Resources Department, and the market price per
share on the date of grant. The determination of such percentage of base salary
takes into account the Executive Officer's responsibilities with the Company
(i.e., more options are given to employees and executives in higher levels and
positions). Options are generally granted on an annual basis to each Executive
Officer, and the number of options granted is periodically evaluated to ensure
that the Company maintains a compensation program for each Executive Officer in
accordance with the Compensation Philosophy discussed on page 17. In May 1994,
stock options were granted to the Executive Officers using the foregoing
criteria.
In addition to the aforementioned, on December 21, 1994, the Board of
Directors, upon the recommendation of the Compensation Committee, approved the
1994 Incentive Stock Option Plan. The 1994 Incentive Stock Option Plan, which
contains substantially similar terms to those terms contained in the 1983 Stock
Option Plan, is designed to provide long-term incentives to retain current
employees with the requisite skills and abilities to enable the Company to
return to the high level of financial performance which has been enjoyed by
stockholders in years past. In December 1994, stock options were granted to
management employees, including Executive Officers, using the above criteria. As
a result of this additional stock option grant in 1994, stock options were not
granted to management employees in 1995 under either plan, with the exception of
those management employees, including Executive Officers, commencing employment
with the Company in 1995. Such stock options to Executive Officers named in the
foregoing tables are included in the Option Grant Table on page 14.
Effective May 26, 1993, the Company adopted, and the Board of Directors
approved, the Executive Stock Purchase Plan whereby certain Executive Officers,
including each Executive Officer named in the foregoing tables, with the
exception of Messrs. Davies and Crilly, purchased 10,000 shares of restricted
Company Common Stock at a price of $32.25 per share, the market price on the
date of purchase. The objective of the Executive Stock Purchase Plan was, in
part, to further align the interests of the plan participants with the long-term
interests of stockholders. The Company has the right to repurchase such shares,
at fair market value, in the event of such participant's retirement, death, or
termination of
20
<PAGE> 23
employment. The transactions were financed by loans to each participant by a
financial institution, which were guaranteed by the Company. In addition, the
interest accruing on such loans is paid by the Company on behalf of each
participant.
Effective May 25, 1994, the Board of Directors approved an additional
purchase by certain Executive Officers, including each Executive Officer named
in the foregoing tables, with the exception of Messrs. Davies and Crilly, of
10,000 shares of restricted Company Common Stock each pursuant to the Executive
Stock Purchase Plan. The purchases were made at a price of $22.625 per share,
the market price on the date of such purchases. These purchases were financed
under the same terms and conditions as the initial financing discussed above.
On September 27, 1995 the Company acquired the loans entered into pursuant
to the Executive Stock Purchase Plan, at face value, from the financial
institution from which the original loans were obtained. Mr. Davies, upon his
election as Chief Executive Officer and President (see below), determined that
given the financial circumstances presently facing the Company and each plan
participant that the objective of the plan was no longer being met. Accordingly,
effective on October 2, 1995 each participant in the plan with the exception of
Mr. Minton, transferred 15,000 shares of Company Common Stock, acquired pursuant
to the plan, to the Company at a price equal to the fair market value on the
date of such transfer. The proceeds of such transaction were used to reduce the
respective outstanding loan balance of each such participant. In addition, a
portion of each loan balance was forgiven by the Company in an amount equal to
the excess of the original purchase price over the fair market value of the
stock on the date of such transfer. The Company has further agreed to indemnify
each participant, on an after-tax basis, for the income tax impact of the loan
forgiveness. The remaining loan balances were satisfied by each participant
through personal funds or loans obtained by each participant from a financial
institution. Such loans are guaranteed by the Company. Effective December 31,
1995 the Executive Stock Purchase Plan was terminated.
The Company adopted its Long-Term Performance Plan, effective January 1,
1988, but terminated the plan effective December 31, 1990. Awards granted prior
to December 31, 1990, were valued and paid in accordance with the Long-Term
Performance Plan. As a result, the foregoing tables indicate that Messrs.
Bilawsky and Deasey each received final payments under this plan.
The Compensation Committee has not adopted a policy regarding Section
162(m) of the Internal Revenue Code as amended by the Omnibus Budget
Reconciliation Act, which provides in part for a $1 million annual limitation on
the deduction by the Company of compensation paid to any Executive Officer for
federal income tax purposes.
The Internal Revenue Code of 1986, as amended, places maximum limitations
on the amount of annual contributions which may be made to tax-qualified
retirement plans. Accordingly, the Company has adopted a Deferred Compensation
Plan under which contributions are made for the benefit of certain Executive
Officers, in such amounts which are determined in accordance with such
retirement plans but exceed these limitations.
21
<PAGE> 24
CHIEF EXECUTIVE OFFICER COMPENSATION
On October 1, 1995, Mr. Minton retired as the Chief Executive Officer and
President of the Company. He continues as Chairman of the Board. Also on such
date, Mr. Davies was elected Chief Executive Officer and President. The
Compensation Committee evaluates the performance of the Company's Chief
Executive Officer, and determines the amount of total compensation, which is
subject to approval of the non-employee members of the Company's Board of
Directors.
The Compensation Committee's bases for determining the total compensation
for the Chief Executive Officer are substantially the same as discussed above
with respect to the Company's Executive Officers. As with the other Executive
Officers, the Compensation Committee seeks to maintain the Chief Executive
Officer's base salary at a level competitive with chief executive officers of
other companies in the Company's peer group, although the Chief Executive
Officer's base salary and incentive compensation are more significantly affected
by the Company's performance and individual performance in each year.
Mr. Minton's compensation for 1995, which was substantially at the median
level with respect to the Company's peer group, was determined, in part, upon
the failure of the Company to achieve its 1994 profit plan. The Compensation
Committee also made a judgment as to the quality of the Company's earnings, as
well as the overall health of the Company's businesses and the financial
condition of the Company. Additionally, the Compensation Committee recognized
that Mr. Minton has served as Chief Executive Officer of the Company since 1968
and took into account the length and significance of his service to the Company
and the Company's substantial growth and superior performance during this
period. Mr. Minton's base salary for 1995 reflected the Company's operating
results in 1994.
Given the Company's financial performance in 1995, Mr. Davies' base salary
was set at a level below the median level with respect to the Company's peer
group, reflecting the Compensation Committee's desire to place more emphasis on
his performance based compensation such as incentive compensation and stock
options.
In January 1996, the Compensation Committee reviewed Mr. Minton's
performance for 1995 and determined in its judgment that, because the Company
modestly exceeded its target operating earnings per share, and factoring in Mr.
Minton's individual rating, Mr. Minton should receive the annual incentive
compensation as set forth in the foregoing compensation table. Mr. Minton's
incentive compensation as a percentage of base salary for 1995 was approximately
forty-six percent or slightly below the target percentage of fifty percent. Mr.
Minton did not receive an incentive compensation award for 1994. For 1993 Mr.
Minton received a reduced award as a result of the incentive compensation award
pool being decreased and Mr. Minton's less than target individual rating. Mr.
Minton's incentive compensation award in 1995 places him at the median level in
comparison with the Company's peer group.
Also in January 1996, the Compensation Committee reviewed the performance
of Mr. Davies, including the portion of 1995 prior to Mr. Davies assuming the
position of Chief Executive Officer, and determined that Mr. Davies should
receive the incentive compensation award set forth in the foregoing compensation
table. Mr. Davies' incentive compensation as a percentage of base salary for
1995 was approximately sixty-three percent or greater than his target percentage
of fifty percent. This reflects the fact that the Company modestly exceeded its
target operating earnings in 1995 and the steps
22
<PAGE> 25
implemented by Mr. Davies intended to restore the Company's financial health to
levels previously enjoyed by stockholders. Mr. Davies incentive compensation
award in 1995 was at the median level in comparison with the Company's peer
group.
Consistent with other Executive Officers of the Company, Mr. Minton did not
receive a stock option grant in 1995. Mr. Davies received two stock option
grants in 1995, the first in January upon his commencement of employment with
the Company and the second in October upon his assuming the position of Chief
Executive Officer. These option grants are reflected in the foregoing option
grant table.
SUBMITTED BY THE COMPENSATION & ORGANIZATION COMMITTEE OF THE COMPANY'S BOARD OF
DIRECTORS:
<TABLE>
<S> <C>
Rosina B. Dixon, M.D., Chairman John D. Leggett, III, Ph.D.
Cyril C. Baldwin, Jr. John O. Whitney
Robert H. Beeby
</TABLE>
TRANSACTIONS WITH MANAGEMENT
In January 1995 the Company extended demand loans to Dennis M. Moore, Vice
President Administration, and Mark A. Bilawsky, Vice President, General Counsel
and Secretary, in the amounts of $300,000 and $125,000, respectively, with
interest imputed at an annual rate equal to the prime rate plus one percent.
On August 22, 1995 Mr. Bilawsky repaid his loan in its entirety. Mr. Moore
repaid his loan in its entirety on September 5, 1995.
During 1995, the Company periodically engaged Munson Placement Service,
Inc. to provide personnel services. Ronald D. Munson, Vice President
International Operations, is the Secretary and forty percent stockholder of the
Munson Placement Service, Inc. and his spouse is the President and sixty percent
stockholder. In 1995, the Company paid approximately $68,000 to Munson Placement
Service, Inc. Such transactions were made in the course of ordinary business
practices.
SECURITIES EXCHANGE ACT REPORTS
Under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act"), the Company's Directors, its Executive Officers, and persons holding more
than ten percent of the Company Common Stock are required to report their
initial ownership of the Company's Common Stock and any changes in such
ownership to the Securities and Exchange Commission and the New York Stock
Exchange.
Specific due dates for reports required under Section 16(a) have been
established, and the Company is required to report in this Proxy Statement any
failure to file by these dates during 1995. To the Company's knowledge, based on
information furnished to the Company, all of these filing requirements were
satisfied for 1995, except that (i) Mr. Dwight C. Minton, Chairman of the Board,
inadvertently filed one late report relating to fourteen transactions in Company
Common Stock and (ii) Mr. Gary P. Halker, Vice President, Controller and Chief
Information Officer, inadvertently filed one late report relating to one
transaction in Company Common Stock. All other reports for Messrs. Minton and
Halker were filed timely.
23
<PAGE> 26
PROPOSAL TO APPROVE THE
CHURCH & DWIGHT CO., INC.
COMPENSATION PLAN FOR DIRECTORS
The Board of Directors of the Company adopted, on December 13, 1995, the
Compensation Plan for Directors (the "Plan") and has directed that it be
submitted to stockholders for approval at the Annual Meeting. The primary
purpose of the Plan is to attract and retain qualified outside Directors whose
services are considered essential to the long-term growth and prosperity of the
Company.
If approved by stockholders, the Plan will be effective January 1, 1996.
With the exception of Mr. Minton, only those Directors who are not full-time
employees of the Company are eligible to participate in the Plan (the
"Participant").
A copy of the Plan is annexed to this Proxy Statement as Appendix A, and
the summary of the Plan, presented below, is qualified by reference to the full
text of the Plan.
SUMMARY OF THE PLAN
The Plan provides for the payment of Director's compensation in the form of
Company Common Stock at the end of each calendar year in the year in which such
compensation was earned. On the first stock trading day in January the fees to
be paid to each Director for the calendar year (see Compensation of Directors
discussion on page 10), shall be converted into shares of Company Common Stock,
rounded up to the nearest whole share. For example, if a Director is to receive
$16,000 for the annual retainer and $1,000 for each Board Meeting attended and
the closing price of Company Common Stock on the first trading day in January is
$19.375 per share, then the fees, calculated in terms of shares of Company
Common Stock, would be 825.8 shares, rounded to 826 shares, for the annual
retainer, and 51.6 shares, rounded to 52 shares, for each meeting attended.
On the first stock trading day following the Company's regularly scheduled
Board Meeting in December the compensation earned by each Director, in shares of
Company Common Stock, shall be converted into dollars using the closing price of
Company Common Stock on such day. Each Participant may elect to receive up to
fifty percent of such redetermined compensation in cash, the remainder to be
paid in the form of Company Common Stock. The Company Common Stock to be issued
and cash compensation to be paid by December 31 of such year.
The total number of shares of Company Common Stock that may be issued
pursuant to the Plan cannot exceed 200,000 shares (adjusted for stock splits,
stock dividends and the like).
FEDERAL INCOME TAX TREATMENT
The Participant shall recognize, as compensation income, an amount equal to
the cash compensation received, if any, and the number of shares of Company
Common Stock received multiplied by the closing price of the Company Common
Stock on the first trading day following the Company's regularly scheduled Board
Meeting in December. The Company will be entitled to a deduction for federal
income tax purposes in the same amount.
24
<PAGE> 27
VOTE REQUIRED
The Board of Directors recommends that Stockholders vote "FOR" the proposed
Compensation Plan for Directors.
The affirmative vote of such number of shares as shall be entitled to cast
a majority of the votes represented in person or proxy at the Annual Meeting is
required for the approval of the Plan.
APPOINTMENT OF AUDITORS
Upon the recommendation of the Audit Committee of the Board of Directors,
the Board appointed Deloitte & Touche as independent auditors for the Company to
examine its consolidated financial statements for 1996, and requests that the
stockholders approve such appointment. The Board of Directors may review its
selection if the appointment is not approved by the stockholders. Deloitte &
Touche has served as auditors of the Company since 1969.
The Company has been informed that neither Deloitte & Touche, nor any
member of the firm, has any relationship with the Company or its subsidiaries,
other than that arising from such firm's employment as described above. A
representative of Deloitte & Touche will be in attendance at the Annual Meeting
to respond to appropriate questions and will be afforded the opportunity to make
a statement at the meeting, if he desires to do so.
STOCKHOLDER PROPOSAL REQUESTING
THE ELECTION OF DIRECTORS ANNUALLY AND NOT BY CLASS
Mr. John J. Gilbert of 1165 Park Avenue, New York, New York 10128-1210, the
beneficial owner of 1,670 shares, has indicated that the following resolution
will be introduced at the meeting:
RESOLVED: That the stockholders of Church & Dwight Co., Inc.,
assembled in annual meeting in person and by proxy, hereby request that the
Board of Directors take the needed steps to provide that at future
elections of directors new directors be elected annually and not by
classes, as is now provided, and that on expiration of present terms of
directors their subsequent election shall also be on an annual basis.
REASONS: Support along the lines we suggest were shown at the last
annual meeting when 8.39% or 3,431,830 votes were cast in favor of this
proposal (information regarding number of shareholders is unavailable).
ARCO to its credit, voluntarily ended theirs stating that when a very high
percentage (34.6%) desired it to be changed to an annual election it was
reason enough for them to change it. Several other companies have also
followed suit such as: Pacific Enterprises, Katy Industry, Hanover Direct.
A few years ago my resolution on the subject was withdrawn when the
Westinghouse directors agreed to end their stagger system. At the recent
Lockheed-Martin merger the stagger system was ended and also at a special
merger meeting of First Commerce Corporation in 1995. Further, Allegheny
Power System tried to put in a stagger system, as well as take away
cumulative voting, and the stockholders defeated it, showing stockholders
are interested in their rights.
25
<PAGE> 28
Because of the normal need to find new directors and because of
environmental problems and the avalanche of derivative losses and many
groups desiring to have directors who are qualified on the subjects, we
think that ending the stagger system of electing directors is the answer.
In addition, some recommendations have been made to carry out the CERES 10
points. The 11th, in our opinion, should be to end the stagger system of
electing directors and to have cumulative voting.
Equitable Life Insurance Company, which is now called Equitable Companies,
converted from a policy owned company to a public stockholder meeting.
Thanks to AXA, the comptrolling French insurance company not wanting it
they do not have a staggered board.
Orange and Rockland Utility Company had a terrible time with the stagger
system and its 80% clause to recall a director. The chairman was involved
in a scandal effecting the company. Not having enough votes at the meeting
to get rid of the chairman, the meeting had to be adjourned. Finally, at
the adjourned meeting enough votes were counted to recall him.
If you agree, please mark your proxy FOR; otherwise it is automatically
cast against it, unless you have marked to abstain.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
Similar proposals were submitted to stockholders by Mr. Gilbert at the
1989, 1990, 1994 and 1995 Annual Meeting of Stockholders. In each instance the
proposal was overwhelmingly rejected by stockholders. In 1995, 91.7% of the
votes were cast against the proposal, including 2.2% abstentions.
Article FIFTH of the Company's Certificate of Incorporation provides for
the Board of Directors to be divided into three classes with the terms of each
class expiring in successive years. This provision was submitted to stockholders
at the 1980 Annual Meeting of Stockholders, and overwhelmingly approved by more
than 97% of the votes cast.
The Board of Directors continues to believe that electing Directors by
classes is in the best interest of the Company's stockholders, since it helps to
insure the continuity and stability of Company leadership and Board policy.
Because only approximately one-third of the Directors are elected each year
(barring death, resignation, or removal of Directors) under the classification
system, at any given time more than a majority of the Directors will have been
Directors of the Company for at least one year.
In addition, the classification of the Board makes it more difficult for a
stockholder to abruptly change the entire Board of Directors, without the
support of the Directors who are in office. This improves the ability of the
Board of Directors to act on behalf of the stockholders by encouraging those who
might seek to acquire control of the Company, to engage in meaningful
arm's-length negotiations with the Company's Board of Directors, to permit the
Board of Directors to make informed decisions, after receiving and analyzing all
relevant information with respect to any offer, and evaluate economic
alternatives to obtain the best possible value for stockholders.
For these reasons, the Board of Directors believes that the adoption of
this proposal would not be in the best interest of stockholders and recommends a
vote "AGAINST" this proposal.
26
<PAGE> 29
The affirmative vote of such number of shares as shall be entitled to cast
a majority of the votes represented in person or proxy at the Annual Meeting is
required for approval of this proposal.
STOCKHOLDER PROPOSAL TO DIVERSIFY THE MEMBERS OF THE BOARD OF DIRECTORS.
The Sisters of Saint Ursula, of 139 South Mill Road, Rhinebeck, New York
12572, the beneficial owners of 2,000 shares, have indicated they will introduce
the following resolution at the meeting:
We believe the employee and board composition of major corporations
should reflect the people in the workforce and marketplace of the 21st
century if our company is going to remain competitive. Our employees,
customers and stockholders are now made up of a greater diversity of
backgrounds than ever before. The Department of Labor's 1995 bi-partisan
Glass Ceiling Commission report "Good for Business: Making Full Use of the
Nation's Human Capital" confirms diversity and inclusiveness in the
workplace has a positive impact on the bottomline. A report of Standard and
Poor 500 companies provided by Covenant Fund revealed "...firms that
succeed in shattering their own glass ceiling racked up stock-market
records that were nearly 2 1/2 times better than otherwise comparable
companies."
In 1994 the Investor Responsibility Research center reported inclusiveness
at senior management and board levels was only 9% of the fortune 500
companies in a comparable workforce of 57% diversity. The Glass Ceiling
Commission reported that companies are selecting from only half of the
talent in our workforce. Therefore we urge our corporation to enlarge its
search for the best qualified board members by casting a wider net. If we
are to be prepared for the 21st century we must learn how to compete in a
growing diverse global market place by promoting and selecting the best
people regardless of race, gender or their physical challenges. We believe
the judgements and perspectives of a diverse board would serve to improve
the quality of corporate decision-making.
Since the board of directors is responsible for representing shareholders'
interests in corporate meetings, a growing proportion of stockholders are
now attaching value to board inclusiveness. A 1994 Investor Responsibility
Research Center Survey revealed 37% of respondents cited board diversity as
the influencing factor for supporting votes.
The Teachers Insurance and Annuity Association and College Retirement
Equities Fund, the largest institutional investor in the United States,
issued a set of corporate governance guidelines including a call for
"diversity of directors by experience, sex, age and race."
THEREFORE BE IT RESOLVED: shareholders request that the Board of Directors
commit our company to report on progress to establish a high-performance
and inclusive board which will more adequately assist the shareholders and
the company by June 1996. The report will be at reasonable expense and will
include:
1. A statement of policy publicly committing to board inclusiveness
with the CEO's steps and timeliness to accomplish this goal.
27
<PAGE> 30
2. A report informing the shareholders on the board candidacy process
including:
a. What role the CEO, top management and shareholders currently
have in the determination of candidates.
b. Criteria for board candidate qualifications.
c. A description of the board candidate selection process.
d. A description of how board members are selected for board
committees.
e. How we could create a more diverse nominating committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
A similar proposal was submitted to stockholders at last year's Annual
Meeting. At such meeting, 95.7% of the votes were cast against the proposal,
including 3.7% abstentions.
The Company's Mission Statement calls for the Company to seek to attain and
maintain performance "in the top quarter of American businesses." In order to
further the achievement of this objective, the Committee on Directors of the
Board, which functions as a nominating committee, seeks to select and recommend
qualified persons for nomination as directors based on their individual talents,
experience, functional skills and abilities without regard to race, religion,
national origin and gender.
The Board believes that to require the preparation of narrowly-focused
reports or the establishment of specific quotas and arbitrary deadlines could
impede or limit the selection and nomination process. Rather, the Board believes
that the objective of the selection and nomination process should be to produce
a pool of qualified candidates with diverse backgrounds that will complement the
skills and backgrounds of the other members of the Board.
The Board believes that the interests of the Company and its stockholders
are best served by having a highly qualified and independent Board with diverse
backgrounds. The Company has taken appropriate steps to create such a Board. The
Board and the Committee on Directors are committed to a selection and nomination
process that functions without regard to the race, religion, national origin and
gender of potential candidates. The Board believes that this commitment is more
meaningful to stockholders and the community at large than the matters requested
in the proponent's proposal.
Accordingly, the Board recommends that stockholders vote "AGAINST" the
stockholder proposal relating to diversity of membership on the Board of
Directors.
The affirmative vote of such number of shares as shall be entitled to cast
a majority of the votes represented in person or proxy at the Annual Meeting is
required for the approval of this proposal.
OTHER BUSINESS
The Management is not aware of any matters, other than as indicated above,
that will be presented for action at the meeting. However, if any other matters
properly come before the meeting, it is understood that the persons named in the
enclosed form of proxy intend to vote such proxy in accordance with their best
judgment on such matters.
28
<PAGE> 31
Stockholders' proposals for the 1997 Annual Meeting of Stockholders must be
received no later than December 2, 1996, at the executive offices of the
Company, 469 North Harrison Street, Princeton, New Jersey 08543-5297, Attention:
Secretary, in order to be considered for inclusion in the Company's Proxy
Statement for such meeting.
ANNUAL REPORT
The Annual Report to Stockholders of the Company for 1995, including
financial statements, is being furnished, simultaneously with this Proxy
Statement, to all stockholders of record as of the close of business on March
11, 1996, the record date for voting at the Annual Meeting.
MARK A. BILAWSKY
Vice President, General Counsel
and Secretary
Princeton, New Jersey
April 1, 1996
29
<PAGE> 32
PROCEDURES FOR DETERMINING CHANGES IN
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK
Effective February 19, 1986, the Restated Certificate of Incorporation of
Church & Dwight Co., Inc. (the "Company") was amended (the "Amendment") to
provide that, subject to the provisions below, every share of Company Common
Stock is entitled to four votes per share if it has been beneficially owned
continuously by the same holder (i) for a period of 48 consecutive months
preceding the record date for the Stockholders' Meeting; or (ii) since February
19, 1986. All other shares carry one vote.
In general, the Amendment provides that a change in beneficial ownership of
a share of Company Common Stock occurs whenever any change occurs in any person
or group who has or shares voting power, investment power or the right to
receive sale proceeds with respect to such share.
In the absence of proof to the contrary, provided in accordance with the
procedures referred to below, a change in beneficial ownership shall be deemed
to have occurred whenever a share of Company Common Stock is transferred of
record into the name of any other person.
In the case of a share of Company Common Stock held of record in the name
of a corporation, partnership, voting trustee, bank, trust company, broker,
nominee or clearing agency, or in any other name except a natural person, there
shall be presumed to have been a change in beneficial ownership in such share
within the 48 months preceding the record date, unless it has been established
to the contrary pursuant to such procedures.
There are several exceptions and qualifications to the terms of the
Amendment described above, including, but not limited to, a change in beneficial
ownership as a result of a gift or inheritance. For a copy of the complete
Amendment, please contact the Company at 469 North Harrison Street, Princeton,
New Jersey 08543-5297, Attn: Secretary.
Stockholders who hold their Shares in "street name" or through any other
method specified above are required to submit proof of continued beneficial
ownership to the Company in order to be entitled to four votes per share. Such
proof must consist of a written certification by the record owner that there has
been no change in beneficial ownership (as defined in the Amendment) during the
relevant period. The required form for this certification will be the completion
of the section provided on the proxy card which indicates the number of one-vote
shares, four-vote shares and total number of votes. The Company reserves the
right, however, to require evidence in addition to the certification in
situations where it reasonably believes an unreported change may have occurred.
Proof (including certifications) will be accepted only if it is received by the
Company at least five days before the date for the Stockholders' Meeting.
The Company will notify stockholders of record who are natural persons, in
advance of a Stockholders' Meeting, of the Company's determination as to the
number of shares for which they are entitled to four votes per share and the
number of shares for which they are entitled to one vote per share. This
determination will be shown on the proxy cards for such stockholders.
Stockholders of record who disagree with such determination may certify that no
change in beneficial ownership has occurred during the relevant period, by
following the same procedure set out in the previous paragraph for other
stockholders, with the same reserved right of the Company to require additional
evidence.
30
<PAGE> 33
CHURCH & DWIGHT CO., INC.
Stockholder Certification Form
for the
Annual Meeting of Stockholders
on
May 9, 1996
USE ONLY IF YOU CLAIM MORE VOTING RIGHTS
THAN INDICATED ON YOUR PROXY CARD.
The Undersigned certifies that:
1. Of the shares of the Company's Common Stock held of record by the
Undersigned on March 11, 1996, shares have been beneficially owned
continuously by the same person for 48 consecutive months preceding the record
date; and
2. (Applicable only to stockholders who are natural persons) -- the
following is a statement supporting why the Undersigned disagrees with the
Company's determination of the voting power (as shown on the proxy card) to
which the Undersigned is entitled in connection with the Annual Meeting:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dated:
Signature of Stockholder(s)
Please sign exactly as your name appears on the proxy card for the meeting. 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.
The certification should be returned to:
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, New Jersey 08543-5297
Attention: Secretary
<PAGE> 34
APPENDIX A
CHURCH & DWIGHT CO., INC.
COMPENSATION PLAN FOR DIRECTORS
1. PURPOSE: Church & Dwight Co., Inc. (the "Company") is facing rapid
changes in its markets and increasing complexity of its operations. The purpose
of the Compensation Plan for Directors (the "Plan") is to provide a program
which will enable the Company to attract and retain well-qualified persons for
service as members of the Company's Board of Directors and in so doing, more
closely align the interests of the Directors with those of the stockholders
through the ownership of Common Stock of the Company, par value $1.00 per share
(the "Common Stock"), by Directors. The Plan is intended to encourage long-term
ownership in the Company. An aggregate of 200,000 shares of Common Stock is
reserved for issuance under the Plan. Such shares may be authorized and unissued
shares or treasury shares.
2. EFFECTIVE DATE: The Plan was adopted by the Board of Directors of the
Company (the "Board") on December 13, 1995, and shall be effective as of January
1, 1996 (the "Effective Date"), subject to the approval of the Plan by the
stockholders of the Company at the Annual Meeting of Stockholders on May 9,
1996.
3. ELIGIBILITY: All Directors of the Company who are not full-time
employees of the Company are eligible to participate in the Plan (the
"Participants").
4. DETERMINATION OF FEES: In December of each year, the Board of Directors,
pursuant to authority granted under Article III, Section 6 of the Company's
By-Laws, will establish Directors compensation for the next calendar year (the
"Compensation Year"), both as to the annual retainer and meeting fees for
regularly scheduled Board of Directors meetings and meetings of Committees of
the Board.
5. DETERMINATION OF COMPENSATION IN COMMON STOCK: Beginning with the
Compensation Year commencing on the Effective Date and for each Compensation
Year thereafter, all fees paid to each Director for such Compensation Year,
including the annual retainer and all meeting fees, shall be calculated in
shares of Common Stock. This calculation shall be made by dividing each of such
fees by the closing price for a share of Common Stock as reported on the New
York Stock Exchange on the first trading day in January of such Compensation
Year. For the purpose of this calculation, fractional shares shall be counted as
whole shares. (For example if the fees for a Director, as determined in Section
4, are $16,000 for the annual retainer and $1,000 for each meeting attended, and
the closing price of Common Stock on the first trading day in January is $19.375
per share, then the fees, calculated in terms of shares of Common Stock, would
be 825.8 shares, rounded to 826 shares, for the annual retainer, and 51.6
shares, rounded to 52 shares, for each meeting attended.)
6. CASH OPTION, ISSUANCE OF COMMON STOCK: On the first trading day
following the Board's regularly scheduled meeting in December of each
Compensation Year, the compensation earned by each Participant, including any
Director who became a member of the Board during the Compensation Year, shall be
converted into dollars by multiplying the number of shares of Common Stock
earned by each Participant during the Compensation Year by the closing price of
Common Stock as reported in the New York Stock Exchange on such date (the
"Redetermined Compensation"). Each Participant may elect to
<PAGE> 35
receive up to fifty percent (50%) of the Redetermined Compensation in cash by
providing written notice of such election to the Company's Secretary. Such
notice must be received not later than five (5) calendar days following the
December meeting of the Board. In the event notice is not received by the
Secretary by such date then the Participant shall receive his/her compensation
entirely in Common Stock. The Redetermined Compensation less the amount elected
to be received in cash shall be paid to the Participant in the form of Common
Stock using the closing price as described above. The number of shares of Common
Stock to be issued must be a whole number, therefore, the amount of cash to be
distributed will be adjusted accordingly. The shares of Common Stock and cash
compensation, if any, shall be remitted to each Participant by December 31 of
the Compensation Year.
7. RIGHTS NOT TRANSFERABLE: The rights of a Participant under the Plan are
not transferable by a Participant other than pursuant to the laws of descent and
distribution as provided herein.
8. ADMINISTRATION: The Plan shall be administered, and the provisions
interpreted, by a committee of at least three persons (all of whom shall be
persons not eligible to participate in the Plan and thereby disinterested)
having full authority to act (the "Committee"). The members of the Committee
shall be the Chief Executive Officer, the Vice President Finance and the
Secretary of the Company. The Committee shall record its proceedings under the
Plan.
9. AMENDMENT OF THE PLAN: The Board of Directors of the Company may, at any
time, or from time to time, change or amend this Plan, as it deems advisable;
provided, however, no amendment to the Plan shall be made without approval of
the Company's stockholders if the effect of such amendment would be to (a)
increase the number of shares reserved for issuance hereunder; (b) change the
requirements for eligibility hereunder or (c) materially modify the method for
determining the number of shares to be granted hereunder.
10. TERMINATION OF THE PLAN: This Plan may be terminated at any time, at
the discretion of the Board.
11. GOVERNING LAW: This Plan and all determinations made and actions taken
pursuant thereto shall be governed by the laws of Delaware.
<PAGE> 36
Church &
Dwight Co., Inc.
1996
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
MEETING DATE
MAY 9, 1996
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, New Jersey 08543-5297 Consumer and Specialty Products
<PAGE> 37
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CHURCH & DWIGHT CO., INC.
469 NORTH HARRISON STREET, PRINCETON, N.J. 08543-5297
The Undersigned, having received the Notice of Meeting and Proxy
Statement dated April 1, 1996, hereby appoints ROSINA B. DIXON, M.D.,
JOHN D. LEGGETT, III, Ph.D. and DWIGHT C. MINTON, and each of them,
proxies, each with power to appoint his/her substitute, to vote all
shares of stock which the Undersigned is entitled to vote at the
Annual Meeting of Stockholders of Church & Dwight Co., Inc. to be held
on Thursday, the 9th day of May, 1996 at THE ASIA SOCIETY, 725 Park
Avenue, New York, New York, at 11:00 a.m., and at all adjournments
thereof, upon such matters as may properly come before the meeting and
the following items as set forth in the Notice of Meeting and Proxy
Statement:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
P 1. Election of Nominees for Directors as listed below (except as
marked to the contrary below).
R
FOR / / WITHHOLD AUTHORITY / /
O
Nominees: Cyril C. Baldwin, Jr., William R. Becklean, Rosina B.
X Dixon, M.D. and Dean P. Phypers.
Y INSTRUCTION: To withhold authority to vote for any nominee(s), print
such nominee's name(s) in the space provided below.
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2. Approval of the Compensation Plan for Directors.
FOR / / AGAINST / / ABSTAIN / /
3. Approval of appointment of Deloitte & Touche as independent
auditors of the Company's 1996 financial statements.
FOR / / AGAINST / / ABSTAIN / /
==============================================================================
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4 AND 5.
4. A Stockholder proposal relating to the election of Directors
annually and not by class.
FOR / / AGAINST / / ABSTAIN / /
5. A Stockholder proposal requesting a program to diversify the
members of the Board.
FOR / / AGAINST / / ABSTAIN / /
==============================================================================
IF NO CONTRARY INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
ITEMS 1, 2 AND 3; AND AGAINST ITEMS 4 AND 5.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS
AND FOR APPROVAL OF ITEMS 2 AND 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4 AND 5
(continued on reverse side)
<PAGE> 38
6. Transaction of such other business as may properly be
brought before the meeting or any adjournments thereof.
Your vote is important. If you own shares which are
entitled to four votes per share, you must indicate this
below in the space provided, or it will be assumed that
your shares will be entitled to one vote each. Please
provide the total number of one-vote shares, the total
number of four-vote shares and the total number of votes
in the spaces below.
Dated , 1996
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Signature
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Signature
---------------------------------
TOTAL One-Vote Shares x 1
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TOTAL Four-Vote Shares x 4
-------- -------
TOTAL NUMBER OF VOTES -------
Please sign exactly as name appears hereon.
Where shares are held jointly, each holder
should sign. Executors, administrators,
trustees and others signing in a
representative capacity should so indicate.
If a signer is a corporation, please sign
the full corporate name by an
authorized officer.
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
