<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 Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
CHURCH & DWIGHT CO., INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[ARM & HAMMER 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 8, 1997.
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 8, 1997, 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. Approval of the appointment of Deloitte & Touche as independent
auditors of the Company's 1997 financial statements.
3. 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.
4. 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.
5. 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 10, 1997, 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 April 25, 1997.
MARK A. BILAWSKY
Vice President, General Counsel
and Secretary
Princeton, New Jersey
April 1, 1997
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, 1997
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 8,
1997.
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 10,
1997, 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 10, 1997, will be entitled to four votes per share. All other
shares will be entitled to one vote per share. The discussion on page 28 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 10, 1997, was 19,505,259.
At the Annual Meeting of Stockholders held on May 9, 1996, as reported in
the Certificate of Inspectors of Elections, the number of shares of Company
Common Stock entitled to vote at such meeting was 19,527,723 bearing 38,564,373
votes. Of such shares 6,345,550 were entitled to four votes per share and
13,182,173 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 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
specific 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 and 4
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 election of Directors except to the extent the
failure to vote for a nominee results in another nominee receiving a
<PAGE> 4
larger number of votes. The approval of proposals 2, 3 and 4 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 and 4, 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 1997 Annual Meeting of Stockholders, four
Directors will be elected to serve until the 2000 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 8, 1997
TERM EXPIRES IN 1997
<TABLE>
<S> <C>
ROBERT A. DAVIES, III
[PHOTO] Mr. Davies, 61, is the President and Chief Executive Officer of the Company
and a member of the Board of Directors, positions he has held since October
1, 1995. From January 26, 1995 to October 1, 1995 he was the President
of the Arm & Hammer Division. During the period 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>
2
<PAGE> 5
<TABLE>
<S> <C>
JOHN D. LEGGETT, III, PH.D.
[PHOTO] Mr. Leggett, 55, 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, 62, 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, Thermo Optek,
Thermo Electron Corporation, and The Atlantic Bank. Mr. McCabe is a
Trustee of the American School of Classical Studies at Athens, the
Thera Foundation, Athens College, the Whitehead Institute for
Biomedical Research, and the French Library in Boston. Mr. McCabe has
been a Director of the Company since 1987. He is a member of the
Executive Committee of the Board.
JARVIS J. SLADE
[PHOTO] Mr. Slade, 71, 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, ICN
Corp. 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 Committee of the Board.
</TABLE>
CONTINUING DIRECTORS
TERM EXPIRES IN 1998
<TABLE>
<S> <C>
ROBERT H. BEEBY
[PHOTO] Mr. Beeby, 65, 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 a member of the Board of
Directors of the Columbia Gas System, Inc., Applied Extrusion
Technologies, Inc. and A.C. Nielsen Co. He became a member of the Board
in 1992. He is a member of the Compensation & Organization Committee of
the Board.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C>
J. RICHARD LEAMAN, JR.
[PHOTO] Mr. Leaman, 62, 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, S. D. Warren Company and Ranpak Corp.
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, 62, 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 a Director of the 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, 68, 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>
TERM EXPIRES IN 1999
<TABLE>
<S> <C>
CYRIL C. BALDWIN, JR.
[PHOTO] Mr. Baldwin, 69, is Chairman of the Board of Cambrex Corporation, a
specialty chemicals company. He currently serves as a Director of
Congoleum, Inc. He became a Director of the Company in 1983. He is a
member of the Executive and Compensation & Organization Committees and
the Committee on Directors of the Board.
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C>
WILLIAM R. BECKLEAN
[PHOTO] Mr. Becklean, 60, 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
Committee of the Board.
ROSINA B. DIXON, M.D.
[PHOTO] Dr. Dixon, 54, has been a consultant to the pharmaceutical industry since
1986. She is a Director of Cambrex Corporation and Enzon, Inc. 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, 68, 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 Committee on Directors and is a member of the
Executive 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 1996 there were six 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.
AUDIT COMMITTEE. The Audit Committee met three times during 1996. The
Committee's functions include recommending to the Board of Directors the
engagement and discharge 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 three times during 1996. All the 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: consideration, including competitiveness, and design of the
5
<PAGE> 8
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 twice during 1996. 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 10, 1997) by each Executive Officer.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ -------- ----------------------------------------------------
<S> <C> <C>
Robert A. Davies, III......... 61(1) President and Chief Executive Officer
Raymond L. Bendure, Ph.D...... 53(1) Vice President Research and Development
Mark A. Bilawsky.............. 49(1) Vice President, General Counsel and Secretary
Mark G. Conish................ 44(1) Vice President Manufacturing and Distribution
Zvi Eiref..................... 58(1) Vice President Finance and Chief Financial Officer
Dennis M. Moore............... 46(1) Vice President Corporate Business Development
Leo T. Belill................. 56(2) Vice President Specialty Products Division
James P. Crilly............... 54(2) Senior Vice President Arm & Hammer Division
Alfred H. Falter.............. 47(2) Vice President Corporate Purchasing
W. Patrick Fiedler............ 48(2) Vice President Marketing
Gary P. Halker................ 46(2) Vice President, Controller and Chief Information
Officer
Henry Kornhauser.............. 64(2) Vice President - Advertising
Larry B. Koslow............... 45(2) Vice President Marketing Personal Care
Ronald D. Munson.............. 54(2) Vice President International Operations
Joyce F. Srednicki............ 52(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 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.
6
<PAGE> 9
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. Moore joined the Company in 1980 and in 1984 was elected Vice President
Human Resources. In May 1989 Mr. Moore became Vice President of Administration
and on July 24, 1996 he became Vice President Corporate Business Development.
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 and in June 1996 he was appointed acting General Manager of
the Specialty Products Division filling a vacancy created upon the resignation
of the 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 rejoined the Company on February 2, 1995 as Vice President Sales
Arm & Hammer Division, a position he held with the Company from 1980 to 1984. On
February 28, 1997 Mr. Crilly became Senior Vice President Arm & Hammer Division.
From 1984 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 managerial positions.
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. Kornhauser joined the Company on January 7, 1997 as Vice
President - Advertising. Prior to that Mr. Kornhauser was Chairman of the Board
for Partners & Shevack, a company in which he was a principal. Prior to this he
served as President of C.T. Clyne until 1980 when he became the Chairman and
Chief Executive Officer of his own company, Kornhauser & Calene. In 1989
Kornhauser & Calene merged with Partners & Shevack.
7
<PAGE> 10
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, 1997, 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>
The Chase Manhattan Bank....................... 1,495,252(2) 1,495,252 7.67
270 Park Avenue
New York, New York 10017
Gabelli Funds, Inc............................. 2,045,100(3) 2,484,300 10.48
One Corporate Center
Rye, New York 10580-1434
</TABLE>
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 named Executive Officer, and by all Executive Officers and
Directors as a group, as of March 10, 1997, is set forth in the table on page 9.
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.
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<PAGE> 11
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF STOCK DEFERRED
BENEFICIAL OWNERSHIP OPTION PLAN COMPENSATION
------------------------- FOR DIRECTORS PLANS PERCENT
NAME SHARES VOTES (SHARES)(4) (SHARES)(5) OF CLASS(1)
- ------------------------------ --------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Cyril C. Baldwin, Jr. ........ 13,216(4) 47,236 6,000 -- --
William R. Becklean........... 12,147(4) 38,103 6,000 -- --
Robert H. Beeby............... 9,327(4) 27,327 5,000 -- --
Robert A. Davies, III......... 25,869(6) 29,958 -- 20,129 --
Rosina B. Dixon, M.D. ........ 29,561(4)(7) 115,031 6,000 10,803 --
J. Richard Leaman, Jr. ....... 9,840(4) 36,360 6,000 1,327 --
John D. Leggett, III,
Ph.D. ...................... 331,450(4)(8) 1,320,454 6,000 -- 1.70
Robert A. McCabe.............. 14,412(4) 50,832 6,000 -- --
Dwight C. Minton.............. 438,318(9) 1,678,638 -- -- 2.22
Dean P. Phypers............... 13,240(4) 49,960 6,000 1,501 --
Jarvis J. Slade............... 14,792(4) 56,168 6,000 10,142 --
John O. Whitney............... 8,000(4) 26,000 5,000 4,675 --
Raymond L. Bendure............ 1,481(10) 2,400 -- 602 --
James P. Crilly............... 15,751(11) 18,004 -- -- --
Zvi Eiref..................... 105,084(12) 420,336 -- 1,126
Dennis M. Moore............... 37,809(13) 101,736 -- 12,699 --
All Executive Officers and
Directors as a group........ 1,265,829(4)(14) 4,670,356 58,000 63,895 6.37
</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) The Chase Manhattan Bank reported sole voting power over 620,800 shares,
and sole investment power over 462,000 shares, shared voting power over
132,902 shares and shared investment power over 1,033,252 shares.
(3) Pursuant to Schedule 13D (Amendment No. 5), dated June 18, 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 368,000
shares, GAMCO Investors, Inc. reported sole investment power over 1,591,600
shares and sole voting power over 1,674,600 shares and Gabelli Asset
Management Company International Advisory Services Ltd. reported sole
investment and voting power over 2,500 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 10,
1997, under the Stock Option Plan for Directors (see discussion on page
12).
(5) Includes all "shares" of Company Common Stock held by each Director in the
Deferred Compensation Plan for Directors (see discussion on page 11) and
each Officer held in the Deferred Compensation Plan for Officers (see
discussion on page 21). These "shares" are not beneficially owned and are
not shown as such in the table.
9
<PAGE> 12
(6) Includes Mr. Davies' interest in 2,306 shares under the Company's Employee
Stock Purchase Plan and 1,363 shares under the Company's Investment Savings
and Profit Sharing Plans (which shares may be voted by participants).
(7) Includes 4,500 shares held by a trust of which Dr. Dixon, a Director,
serves as co-trustee. Dr. Dixon holds shared voting power over such shares.
Includes 1,071 shares owned by a child of Dr. Dixon, as to which shares she
disclaims any beneficial interest.
(8) Includes 212,505 shares held by three trusts of which Mr. Leggett serves as
co-trustee.
(9) Includes 50,570 shares beneficially owned by Mr. Minton as trustee or
custodian. Includes 50,000 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 10,068 shares under
the Company's Employee Stock Purchase Plan and 188,832 shares which Mr.
Minton has rights to purchase under the 1983 Stock Option Plan. Includes
Mr. Minton's interest in 22,436 shares under the Company's Investment
Savings and Profit Sharing Plans (which shares may be voted by
participants).
(10) Includes Mr. Bendure's interest in 305 shares under the Company's
Investment Savings and Profit Sharing Plans (which shares may be voted by
participants).
(11) Includes Mr. Crilly's interest in 697 shares under the Company's Investment
Savings and Profit Sharing Plans (which shares may be voted by
participants).
(12) Includes Mr. Eiref's interest in 4,374 shares under the Company's
Investment Savings and Profit Sharing Plans (which shares may be voted by
participants).
(13) Includes Mr. Moore's interest in 1,409 shares under the Company's
Investment Savings and Profit Sharing Plans (which shares may be voted by
participants) and 35,400 shares which Mr. Moore has rights to purchase
under the 1983 Stock Option Plan.
(14) Includes interest of Executive Officers in 62,845 shares under the
Company's Investment Savings and Profit Sharing Plans (which shares may be
voted by participants). Includes interest of Executive Officers in 24,205
shares under the Company's Employee Stock Purchase Plan and 371,932 shares
which Executive Officers and Directors have rights to purchase under the
1983 Stock Option Plan and the Stock Option Plan for Directors.
COMPENSATION OF DIRECTORS
Directors, who are not employees of the Company, were paid an annual
retainer of $16,000 in 1996. 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 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 as described
below. The compensation of each non-employee Director for 1996 did not exceed
$39,000.
10
<PAGE> 13
In 1996 the Company engaged the services of Dr. Dixon as a consultant and
paid fees to her in connection with such services of approximately $13,000. The
consulting services provided were unrelated to her services as a Director.
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." Certain Directors
have elected to defer compensation as described herein and as of December 31,
1996, the number of "shares" represented by amounts held in their ledger
accounts are as set forth in the Security Ownership table on page 9.
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. The term of
such consulting arrangement shall continue for the life of Mr. Minton at a rate
of $250,000 per annum until December 31, 1997 and $100,000 per annum thereafter.
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.
COMPENSATION PLAN FOR DIRECTORS. The Board of Directors of the Company
adopted, on December 13, 1995, the Compensation Plan for Directors (the "Plan")
which was approved by the stockholders at the May 9, 1996 Annual Meeting and
became effective January 1, 1996.
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.
11
<PAGE> 14
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 2,000 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).
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, 1994,
1995 and 1996 to, or for, the Chief Executive Officer, and 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, 1996.
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) (SHARES) PAY-OUTS (3)(4)(5)
- ------------------------ ---- -------- --------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ROBERT A. DAVIES, III 1996 $350,000 $ 192,500 $ 22,052 86,200 -- $ 55,670
President and 1995 292,426 182,900 27,815 40,000 -- 20,471
Chief Executive Officer 1994 -- -- -- -- -- --
RAYMOND L. BENDURE 1996 175,000 68,000 16,379(6) 24,800 -- 18,750
Vice President Research 1995 40,234 -- 4,621 10,000 -- 6,777
and Development 1994 -- -- -- -- -- --
JAMES P. CRILLY 1996 165,000 74,500 3,145 20,300 -- 20,810
Senior Vice President 1995 156,118 59,600 3,025 10,000 -- 5,778
Arm & Hammer Division 1994 -- -- -- -- -- --
ZVI EIREF 1996 210,000 94,500 7,654 33,800 -- 27,239
Vice President Finance 1995 43,750 -- 87 10,000 -- 1,050
and Chief Financial
Officer 1994 -- -- -- -- -- --
DENNIS M. MOORE 1996 189,000 85,000 20,609(7) 28,700 -- 28,923
Vice President Corporate 1995 187,688 95,300 236,759(7)(8)(9) -- -- 22,711
Business Development 1994 184,441 -0- 53,154(7)(9) 30,000 -- 12,111
</TABLE>
- ---------------
12
<PAGE> 15
(1) Represents incentive compensation paid or deferred 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 1996, 1995 and 1994, respectively:
R.A. Davies, III $22,052, $27,815, -- ; R.L. Bendure $11,136, $4,621, -- ;
J.P. Crilly $3,145, $3,025, -- ; Z. Eiref $7,654, $87, -- ; D.M. Moore
$8,921, $14,684, $10,767.
(3) 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 1996, 1995 and 1994,
respectively: R.A. Davies, III $18,000, $4,500, -- ; R.L. Bendure $18,000,
$1,094, -- ; J.P. Crilly $18,000, $3,906, -- ; Z. Eiref $18,000, $750, -- ;
D.M. Moore $17,969, $13,456, $4,500.
(4) 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 1996, 1995 and 1994, respectively:
R.A. Davies, III $22,301, $4,200, -- ; R.L. Bendure $750, -- , -- ; J.P.
Crilly $1,197, $394, -- ; Z. Eiref $1,800, $300, -- ; D.M. Moore $5,003,
$3,846, $1,033.
(5) Includes premiums paid for life insurance plans. Total premiums paid on
behalf of named individuals were as follows for 1996, 1995 and 1994,
respectively: R.A. Davies, III $15,369, $11,771, -- ; R.L. Bendure, -- ,
$5,683, -- ; J.P. Crilly $1,613, $1,478, --; Z. Eiref $7,439, --, -- ; D.M.
Moore $5,951, $5,409, $6,578.
(6) Includes relocation expense reimbursement in the amount of $5,243 paid to
Mr. Bendure in connection with his commencement of employment.
(7) Includes $10,000 of loan forgiveness in each of 1996, 1995 and 1994 in
connection with a program to encourage employees to relocate to Princeton,
New Jersey. Such program was generally available to all employees.
(8) Includes loan forgiveness and income tax indemnity in connection with the
termination of the Executive Stock Purchase Plan as discussed on page 20.
Total amount paid on behalf of named individuals in 1995 was as follows:
D.M. Moore $165,409.
(9) 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 and 1994, respectively: D.M.
Moore $44,978, $32,387.
13
<PAGE> 16
The following table sets forth information with respect to grants of stock
options for the Executive Officers named in the Summary Compensation Table
during 1996 pursuant to the 1983 Stock Option Plan(1). Also shown are
hypothetical gains for each option based on assumed rates of annual compound
stock price appreciation of five percent and ten percent from the date the
options were granted over the full option term.
OPTION GRANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
--------------------------------------------- AT ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK PRICE
OPTIONS APPRECIATION FOR OPTION
GRANTED TO EXERCISE TERM (10 YEARS)(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% ANNUAL 10% ANNUAL
- ------------------------ ------- ------------ --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Davies, III... 44,100 5.27 $20.625 4/24/06 $1,482,587 $2,355,767
42,100 5.03 21.625 11/01/06 1,483,972 2,357,968
Raymond L. Bendure...... 12,700 1.52 20.625 4/24/06 426,958 678,418
12,100 1.45 21.625 11/01/06 426,510 677,706
James P. Crilly......... 10,400 1.24 20.625 4/24/06 349,635 555,555
9,900 1.18 21.625 11/01/06 348,963 554,487
Zvi Eiref............... 17,300 2.07 20.625 4/24/06 581,604 924,144
16,500 1.97 21.625 11/01/06 581,604 924,144
Dennis M. Moore......... 14,700 1.76 20.625 4/24/06 494,120 785,256
14,000 1.67 21.625 11/01/06 493,483 784,123
</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 1996, 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, 1996, 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, 1996.
AGGREGATED OPTION EXERCISES FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996 AND OPTION VALUE
AT DECEMBER 31, 1996
<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>
Robert A. Davies, III.... -- -- -- 126,200 $ -- $ 321,850
Raymond L. Bendure....... -- -- -- 34,800 -- 71,200
James P. Crilly.......... -- -- -- 30,300 -- 82,025
Zvi Eiref................ -- -- -- 43,800 -- 84,550
Dennis M. Moore.......... -- -- 35,400 58,700 17,050 152,125
</TABLE>
15
<PAGE> 18
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
AMONG COMPANY, S&P 500 INDEX AND THE HOUSEHOLD PRODUCTS INDEX(1)
<TABLE>
<CAPTION>
Measurement Period Household
(Fiscal Year Covered) Company S&P 500 Products Index
- --------------------- ------- ------- --------------
<S> <C> <C> <C>
1986 39.68 48.94 37.13
1987 42.61 51.51 42.84
1988 37.43 60.07 46.13
1989 60.91 79.10 72.23
1990 58.25 76.65 85.84
1991 100.00 100.00 100.00
1992 105.96 107.62 112.03
1993 97.27 118.46 124.68
1994 63.19 120.03 135.32
1995 66.40 165.13 189.42
1996 83.84 203.05 244.28
</TABLE>
<TABLE>
<CAPTION>
HOUSEHOLD
COMPANY S&P 500 PRODUCTS
------- ------- ---------
<S> <C> <C> <C>
FIVE-YEAR AVERAGE ANNUAL RETURN (3.5) 15.2 19.6
TEN-YEAR AVERAGE ANNUAL RETURN 7.8 15.3 20.7
</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 non-employee
members of the Board of Directors. 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 in the aggregate)
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. While still within the guidelines
discussed above, the Compensation Committee has, within the last few years,
sought to adjust the mix of compensation by placing increased emphasis on the
more variable, performance-based portion, such as incentive compensation and
stock option grants, and less emphasis on the fixed portion, base salaries.
Toward that end, the Compensation Committee has frozen base salaries for
Executive Officers at the April 1, 1995 levels, increased the target level for
incentive compensation by ten percent and advanced the grant of the annual stock
option award from April 1997 to November 1996.
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 by comparing 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. In
addition the Compensation Committee may adjust the base salary of an Executive
Officer in the event the Compensation Committee determines that such base salary
(i) does not adequately reflect the performance and accomplishments of such
Executive Officer, (ii) is out of line in comparison with the base salary of
other Executive Officers or (iii) is not consistent with the Compensation
Committee's policy to attract, motivate and retain qualified Executive Officers.
The factors used in the evaluation of the Executive Officer's performance,
include such Executive Officer's level of responsibility and his/her
contribution to the achievement of the Company's strategic operating objectives,
which will include objectives specific to such individual Executive Officer.
The base salaries paid to Executive Officers have not changed since April
1, 1995 reflecting the Compensation Committee's desire to place more emphasis on
the variable components of compensation (see the discussion on Annual Incentive
Compensation and Long-Term and Other Compensation).
In comparison with the Company's peer group, base salaries paid to
Executive Officers in 1996 were at the lower end of the median range of base
salaries of such 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 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
18
<PAGE> 21
applicable percentage of base salary is determined in accordance with the
Company's Incentive Compensation Plan and ranges from thirty-three to fifty-five
percent depending on the position and level of the Executive Officer with the
Company. The applicable percentage of base salary was increased by ten percent
in 1996 to increase the target level of incentive compensation paid to each
Executive Officer. This is consistent with the Compensation Committee's desire
to place more weight on performance-based compensation such as incentive
compensation and stock options. 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 1996, in accordance with the terms of the Incentive Compensation Plan,
the aggregate incentive compensation pool was not adjusted as operating earnings
met target operating earnings. Additionally, in January 1997, the Compensation
Committee reviewed each Executive Officer's performance for 1996 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. In comparison with the Company's peer group, the
incentive compensation awards paid to Executive Officers for 1996 were at the
upper end of the median range of incentive compensation of such peer group. Base
salaries and incentive compensation, in the aggregate, paid to Executive
Officers in 1996 were 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 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
19
<PAGE> 22
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. On April 24,
1996, stock options were granted to the Executive Officers using the foregoing
criteria.
Effective May 26, 1993, the Company adopted, and the Board of Directors
approved, the Executive Stock Purchase Plan whereby certain Executive Officers
would purchase shares of restricted Company Common Stock at 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 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. Participants in the plan purchased 10,000 shares of
restricted Company Common Stock at a price of $32.25 per share on May 26, 1993
and on May 25, 1994 an additional purchase of 10,000 shares of restricted
Company Common Stock was made at a price of $22.625 per share. Each participant
in the plan, with the exception of Mr. Moore, is either no longer employed by
the Company or is no longer an Executive Officer named in the foregoing tables.
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, 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 participants in the plan 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
20
<PAGE> 23
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.
Effective November 1, 1996, the Board of Directors, upon the recommendation
of the Compensation Committee, and consistent with the Company's 1983 Stock
Option Plan, increased the number of employees eligible to participate in the
plan. The intent of this change was to broaden participation in the plan thereby
providing additional employees with the benefits and incentives of common stock
ownership in the Company. Also on such date, stock options were granted to all
participants, including Executive Officers, in the plan. It is anticipated that
as a result of this additional grant of options to employees, including
Executive Officers, stock options will not be granted to employees in 1997. This
additional grant of stock options in 1996 was intended to coincide with the
announcement of broader participation in the plan and other changes in the
Company's compensation program for salaried employees, and is consistent with
the Compensation Committee's desire to place greater emphasis on
performance-based compensation.
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 for Officers 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. Effective December 1, 1995 the
Company amended the Deferred Compensation to allow for the deferral of incentive
compensation awards, in whole or in part, at the discretion of each Executive
Officer.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Compensation Committee evaluates the performance of Mr. Davies, the
Company's Chief Executive Officer, and determines the amount of total
compensation to be paid to Mr. Davies, 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. Generally, 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
21
<PAGE> 24
incentive compensation are more significantly affected by the Company's
performance and individual performance in each year.
Mr. Davies' compensation for 1996 was determined, in part, upon the ability
of the Company to achieve its 1995 profit plan objective. 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
the positive contribution that Mr. Davies has made as the Company has reversed
the negative financial trend over the last few years.
Mr. Davies' base salary for 1996 is 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 1997, the Compensation Committee reviewed the performance of Mr.
Davies and determined that Mr. Davies had excelled in his performance for 1996
in that the Company met its target operating earnings, which were set at a level
more than double the Company's operating earnings in 1995. In addition, the
Compensation Committee concluded that Mr. Davies had significantly contributed
to the turnaround process. Although the evaluation of Mr. Davies was excellent,
at the request of Mr. Davies, his incentive compensation award was granted at
the target level, or approximately fifty-five percent of Mr. Davies' base
salary, reflecting the fact that the Company met, but did not exceed, its target
operating earnings in 1996. Mr. Davies incentive compensation award in 1996 was
at the median level in comparison with the Company's peer group.
Consistent with other Executive Officers of the Company, Mr. Davies
received two stock option grants in 1996. 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>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 1996. To the Company's knowledge, based on
information furnished to the Company, all of these filing requirements were
satisfied for 1996, except that (i) Mr. Raymond L. Bendure, Vice President,
Research and Development, inadvertently filed one late report relating to one
transaction in Company Common Stock,
22
<PAGE> 25
(ii) Mr. Mark A. Bilawsky, Vice President, General Counsel and Secretary
inadvertently filed one late report relating to two transactions in Company
Common Stock and (iii) Mr. Dwight C. Minton, Chairman of the Board,
inadvertently filed two late reports relating to fifteen transactions in Company
Common Stock. All other reports for Messrs. Bendure, Bilawsky and Minton were
filed timely.
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 1997, 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 and Ms. Margaret R. Gilbert of 29 East 64th Street, New
York, NY 10021-7043, and Ms. Bernadette Liberti of 598 Centre Avenue,
Lindenhurst, NY 11757, the beneficial owners of 680 shares in the aggregate,
have 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: Continued support along the lines we suggest were shown at
the last annual meeting when 11.8%, an increase over the previous year, or
3,745,805 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
and others. Also, a few years ago my resolution on the subject was
withdrawn when the Westinghouse directors agreed to end their stagger
system. At the Lockheed-Martin merger the stagger system was ended and also
at a special 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.
23
<PAGE> 26
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 now 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 this resolution; 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, 1995 and 1996 Annual Meeting of Stockholders. In each instance
the proposal was overwhelmingly rejected by stockholders. In 1996, 88.2% of the
votes were cast against the proposal, including 2.8% 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.
24
<PAGE> 27
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:
PROCESS FOR SELECTING A HIGH-PERFORMANCE AND INCLUSIVE BOARD
In 1994 the Investor Responsibility Research center reported inclusiveness
for senior management and board levels at only 9% with Fortune 500 companies.
The Glass Ceiling Commission reported that companies select from only half of
the talent of our workforce through exclusion of women and minorities. If we are
to be prepared for the 21st century, we must learn how to compete in an
increasingly diverse global marketplace by selecting the best people regardless
of race, gender or physical challenge. We believe the judgments and perspectives
of a diverse board would improve the quality of corporate decision-making. The
board is responsible for representing shareholder interests and a growing number
of stockholders are now attaching value to board inclusiveness. We urge our
corporation to enlarge its search for qualified board members.
The Teachers Insurance and Annuity Association and College Retirement
Equities Fund, the largest institutional investor in the United States, recently
issued a set of corporate governance guidelines including a call for "diversity
of directors by experience, sex, age, and race."
Robert Campbell, CEO of Sun Oil, stated in The Wall Street Journal on
August 12, 1996 that, "Often what a woman or minority person can bring to the
board is some perspective a company has not had before -- adding some modern day
reality to the deliberation process. Those perspectives are of great value, and
often missing from an all white male gathering. They can also be inspirational
to the company's diverse workforce."
W.R. Grace's 1996 proxy states their Board "... recognizes that its
composition should reflect the global nature of the Company's operations and the
diversity of its workforce. The board also recognizes that it is in a unique
position to "set the tone at the top" and to demonstrate its belief that
diversity makes good business sense."
THEREFORE BE IT RESOLVED: shareholders request that the Board of Directors
prepare at reasonable expense, a report by September, 1997 on the process for
selecting a high performance and inclusive board which will assist the
shareholders and the company by including:
1. A statement of policy publicly committing the company to board
inclusiveness with the steps and timelines to accomplish this goal.
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 qualification
25
<PAGE> 28
c. the process for selecting the board committee members
d. the process of selecting the board candidates
e. what efforts are being used to consult minority and women executive
search firms
f. efforts to encourage diversified representation among our Board of
Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
Similar proposals were submitted to stockholders at the 1994, 1995 and 1996
Annual Meeting of Stockholders. In each instance the proposal was overwhelmingly
rejected by stockholders. In 1996, 90.6% of the votes were cast against the
proposal, including 2.0% 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.
Stockholders' proposals for the 1998 Annual Meeting of Stockholders must be
received no later than December 2, 1997, 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.
26
<PAGE> 29
ANNUAL REPORT
The Annual Report to Stockholders of the Company for 1996, including
financial statements, is being furnished, simultaneously with this Proxy
Statement, to all stockholders of record as of the close of business on March
10, 1997, the record date for voting at the Annual Meeting.
MARK A. BILAWSKY
Vice President, General Counsel
and Secretary
Princeton, New Jersey
April 1, 1997
27
<PAGE> 30
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.
28
<PAGE> 31
CHURCH & DWIGHT CO., INC.
Stockholder Certification Form
for the
Annual Meeting of Stockholders
on
May 8, 1997
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 10, 1997, _____ 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> 32
Church &
Dwight Co., Inc.
1997
----------------------------------------------------------
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
----------------------------------------------------------
MEETING DATE
MAY 8, 1997
- ----------------------------------------------------------
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, New Jersey 08543-5297
Consumer and Specialty Products Arm & Hammer Logo
<PAGE> 33
PROXY
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, 1997, 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 8th day of May, 1997
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 AND 2.
1. Election of Nominees for Directors as listed below (except as marked to
the contrary below). FOR [ ] WITHHOLD AUTHORITY [ ]
Nominees: Robert A. Davies, III; John D. Leggett, III, Ph.D.; Robert A
McCabe; and Jarvis J. Slade.
INSTRUCTION: To withhold authority to vote for any nominee(s), print such
nominee's name(s) in the space provided below.
----------------------------------------------------------------------------
2. Approval of appointment of Deloitte & Touche as independent auditors of
the Company's 1997 financial statements.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
============================================================================
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4.
3. A Stockholder proposal relating to the election of Directors annually and
not by class.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. A Stockholder proposal requesting a program to diversify the members of
the Board.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
============================================================================
5. Transaction of such other business as may properly be brought before the
meeting or any adjournments thereof.
============================================================================
IF NO CONTRARY INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
ITEMS 1 AND 2; AND AGAINST ITEMS 3 AND 4.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND
FOR APPROVAL OF ITEM 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4.
(Continued, and to be marked, dated and signed on the other side.)
<PAGE> 34
I PLAN TO ATTEND MEETING [ ]
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 ______________________________________________, 1997
Signature ________________________________________________
Signature ________________________________________________
TOTAL One-Vote Shares _________________ x1 _______________
TOTAL Four-Vote Shares ____________________ x4 ___________
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.
<PAGE> 35
PROXY
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, 1997, 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 8th day of May, 1997 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:
IF NO CONTRARY INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2;
AND AGAINST ITEMS 3 AND 4.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDE.)
- -------------------------------------------------------------------------------
<PAGE> 36
Please mark
your votes as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
WITHHOLD
FOR AUTHORITY
1. Election of Nominees for Directors as listed
below (except as marked to the contrary below). [ ] [ ]
Nominees: Robert A. Davies, III;
John D. Leggett, III, Ph.D.;
Robert A. McCabe; and Jarvis J. Slade.
INSTRUCTION: To withhold authority to vote for any nominee(s),
print such nominee's name(s) in the space provided below.
-----------------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of appointment of Deloitte &
Touche as independent auditors of the [ ] [ ] [ ]
Company's 1997 financial statements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4.
FOR AGAINST ABSTAIN
3. A Stockholder proposal relating
to the election of Directors [ ] [ ] [ ]
annually and not by class.
FOR AGAINST ABSTAIN
4. A Stockholder proposal requesting
a program to diversify the [ ] [ ] [ ]
members of the Board.
5. Transaction of such other business
as may properly be brought before
the meeting or any adjournments
thereof.
I PLAN TO
ATTEND MEETING [ ]
Signature(s)
---------------------------------------------------------------
- ---------------------------------------------------------------------------
Dated , 1997
----------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
