<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 6, 1999.
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 6, 1999, 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 1999 financial statements.
3. To consider and act upon a stockholder proposal requesting that the
Board of Directors take the steps necessary to provide for cumulative
voting in the election of Directors.
4. To consider and act upon a stockholder proposal requesting that the
Company prepare and make available to stockholders and employees an
equal employment diversity report.
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 8, 1999, 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 Proskauer Rose LLP, 1585 Broadway, New
York, New York 10036, commencing on April 23, 1999.
MARK A. BILAWSKY
Vice President, General Counsel
and Secretary
Princeton, New Jersey
April 1, 1999
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, 1999
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 6,
1999 and at any adjournment thereof.
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 8,
1999, is entitled to vote in accordance with the Company's Restated Certificate
of Incorporation, as amended. At the Annual Meeting, each share of Common Stock
beneficially owned by the same person for a period of 48 consecutive months
preceding March 8, 1999, will be entitled to four votes per share. All other
shares will be entitled to one vote per share. The discussion on page 29 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 8, 1999, were 19,403,789.
At the Annual Meeting of Stockholders held on May 7, 1998, as reported in
the Certificate of Inspectors of Elections, the number of shares of Company
Common Stock entitled to vote at such meeting was 19,412,455 bearing 39,172,873
votes. Of such shares, 6,586,806 were entitled to four votes per share and
12,825,649 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. If no contrary instruction is indicated on the proxy, such proxy will
be voted FOR the election of the nominees described herein, FOR approval of the
appointment of Deloitte & Touche as independent auditors, AGAINST the proposed
stockholder resolution relating to cumulative voting in the election of
Directors, and AGAINST the proposed stockholder resolution relating to an equal
employment diversity report.
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 vote,
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 larger
number of votes. The approval of proposals 2, 3 and 4 requires the affirmative
vote of such number of shares as are present in person or by proxy and entitled
to vote with respect to such matters.
<PAGE> 4
Abstentions are counted as votes against 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.
This Proxy Statement and enclosed form of Proxy and Stockholder
Certification Form is expected to be first mailed to Stockholders on April 1,
1999.
1. ELECTION OF DIRECTORS
The Restated Certificate of Incorporation provides for the division of the
Board of Directors into three classes, each class equal or as nearly equal as
possible, with the Directors in each class serving for a term of three years. At
the 1999 Annual Meeting of Stockholders, four Directors will be elected to serve
until the 2002 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 to
serve as Directors 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 6, 1999
<TABLE>
<S> <C>
TERM EXPIRES IN 1999
CYRIL C. BALDWIN, JR.
[PHOTO OF CYRIL C. Mr. Baldwin, 71, is Chairman of the Board of Cambrex
BALDWIN JR.] Corporation, a specialty chemicals company. He became a
Director of the Company in 1983. He is a member of the
Executive Committee, Compensation & Organization
Committee and the Committee on Directors of the Board.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C>
WILLIAM R. BECKLEAN
[Photo of William Mr. Becklean, 62, is Managing Director of Tucker Anthony,
R. Becklean] 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 of Rosina B. Dr. Dixon, 56, has been a consultant to the Pharmaceutical
Dixon, M.D.] 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 Executive
Committee of the Board.
ROBERT D. LEBLANC
[Photo of Robert D. Mr. LeBlanc, 49, is President, and Chief Executive Officer
LeBlanc] of Handy & Harman, a diversified industrial manufacturer. He
is also Executive Vice President and a Director of Handy
and Harman's parent company WHX Corporation. Prior to
joining Handy & Harman, he was Executive Vice President
of Elf Atochem North America, a specialty chemicals
company. He became Director of the Company in July 1998
and is a member of the Compensation and Organization
Committee of the Board.
CONTINUING DIRECTORS
TERM EXPIRES IN 2000
ROBERT A. DAVIES, III
[PHOTO OF ROBERT A. Mr. Davies, 63, is the President and Chief Executive Officer
DAVIES] of the Company, positions he has held since October 1995.
From January 1995 to September 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 Footstar, Inc. and The Newgrange School. He is
a member of the Executive Committee and the Committee on
Directors of the Board.
JOHN D. LEGGETT, III, PH.D.
[Photo of John D. Mr. Leggett, 57, is President of Sensor Instruments Co.,
Leggett] 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 and Audit Committees of the Board.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C>
JOHN F. MAYPOLE
[Photo of John Mr. Maypole, 59, is Managing Partner, Peach State Real
F.Maypole] Estate Holding Company, a family investment partnership. He
is a director of Bell Atlantic Corporation, Dan River
Inc. and Massachusetts Mutual Life Insurance Company. He
became a director of the Company in January 1999 and is
a member of the Audit Committee of the Board.
ROBERT A. MCCABE
[Photo of Robert A. Mr. McCabe, 64, is Chairman of Pilot Capital Corporation,
McCabe] 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
Corporation, The Atlantic Bank, and Thermo Electron
Corporation. 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 Audit Committee of the
Board.
TERM EXPIRES IN 2001
ROBERT H. BEEBY
[PHOTO OF ROBERT H. Mr. Beeby, 67, retired in 1991 as President and Chief
BEEBY] 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 Energy Group and A.C.
Neilsen. He became a member of the Board in 1992. He is
a member of the Compensation & Organization Committee of
the Board.
J. RICHARD LEAMAN, JR.
[Photo of J. Mr. Leaman, 64, retired in May 1995 as President, Chief
Richard Leaman, Executive Officer of S. D. Warren Company, a producer of
Jr.] coated printing and publishing papers. From 1991 through
1994 he was Vice Chairman of Scott Paper Company. Mr.
Leaman is on the Board of Directors of Pep Boys and
Ranpak Corporation, Vice Chairman of the Executive
Committee and Board of Trustees of Widener University,
and a member of the Dartmouth Alumni Council. Mr. Leaman
has been a Director of the Company since 1985. He serves
as Chairman of the Audit Committee of the Board.
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C>
DWIGHT C. MINTON
[Photo of Dwight C. Mr. Minton, 64, is Chairman of the Board of the Company.
Minton] After serving many years as President, and as Chief
Executive Officer since 1968, he retired from the
Company in October 1995. He currently serves as Chairman
of the Greater Yellowstone Coalition, Vice Chairman of
the National Environmental Education and Training
Foundation and is a Director of Crane Co. and Medusa
Corporation. He has been a Director of the Company since
1965 and serves as Chairman of the Director's Stock
Option Plan, Executive and Loan Committees of the Board
and is a member of the Compensation & Organization
Committee and the Committee on Directors of the Board.
JOHN O. WHITNEY
[Photo of John O. Mr. Whitney, 70, is a Professor and Executive Director, the
Whitney] 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 1992. He is
a member of the Compensation & Organization Committee of
the Board.
RETIRING DIRECTOR
DEAN PHYPERS
[PHOTO OF DEAN Mr. Phypers, 70, retired in 1987 as Senior Vice President
PHYPERS] and Director, 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. Mr. Phypers will retire from the Board
effective on May 6, 1999. With deep regret the Company
accepts his resignation.
</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 1998 there were six meetings of the Board of Directors. Each
Director attended at least seventy-five percent of the total number of meetings
held by the Board of Directors and the total number of meetings held by all
Committees of the Board on which such Director served.
The Board 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 part of the responsibilities of the
Committee on Directors.
5
<PAGE> 8
AUDIT COMMITTEE. The Audit Committee, comprised of William R. Becklean; J.
Richard Leaman, Jr.; John D. Leggett, III, Ph.D.; John F. Maypole (beginning in
1999); and Robert A. McCabe, met three times during 1998. 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.
All members of the Committee are outside Directors.
COMPENSATION & ORGANIZATION COMMITTEE. The Compensation & Organization
Committee, comprised of Cyril C. Baldwin, Jr.; Robert H. Beeby; Rosina B. Dixon,
M.D.; Robert D. LeBlanc; Dwight C. Minton; and John O. Whitney, met five times
during 1998. All of 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 design and
administration of the Company's compensation plans, and review and approval of
Executive Officer compensation. See Compensation & Organization Committee Report
on page 18.
COMMITTEE ON DIRECTORS. The Committee on Directors, comprised of Cyril C.
Baldwin; Robert A. Davies, III; Rosina B. Dixon, M.D.; Dwight C. Minton; and
Dean P. Phypers, was established in November 1994. The members of the Committee
met four times during 1998. 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.
Any Stockholder wishing to propose a nominee should submit a recommendation in
writing to the Company's Secretary, indicating the nominee's qualifications and
other relevant biographical information and providing confirmation of the
nominee's consent to serve as a Director.
6
<PAGE> 9
EXECUTIVE OFFICERS OF THE COMPANY
Listed below are the names, ages and positions held with the Company (as of
March 8, 1999) by each Executive Officer.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert A. Davies, III................ 63(1) President and Chief Executive Officer
Raymond L. Bendure, Ph.D. ........... 55(1) Vice President Research and Development
Mark A. Bilawsky..................... 51(1) Vice President, General Counsel and Secretary
Mark G. Conish....................... 46(1) Vice President Manufacturing and Distribution
James P. Crilly...................... 56(1) Senior Vice President Arm & Hammer Division
Zvi Eiref............................ 60(1) Vice President Finance and Chief Financial Officer
Dennis M. Moore...................... 48(1) Vice President/General Manager International
Operations/Business Development
Eugene F. Wilcauskas................. 56(1) Vice President, President and Chief Operating Officer
Specialty Products Division
Anthony J. Falotico.................. 44(2) Vice President Process Development, Packaging and
Fabric Care Product Development
Alfred H. Falter..................... 49(2) Vice President Procurement
W. Patrick Fiedler................... 50(2) Vice President Basic Chemicals, Specialty Products
Division
Gary P. Halker....................... 48(2) Vice President, Controller and Chief Information
Officer
Jaap Ketting......................... 47(2) Vice President - Brazil
Henry Kornhauser..................... 66(2) Vice President - Advertising
Larry B. Koslow...................... 47(2) Vice President Marketing Personal Care, Arm & Hammer
Division
Ronald D. Munson..................... 56(2) Vice President Animal Nutrition, Specialty Products
Division
Joyce F. Srednicki................... 54(2) Vice President Marketing Household Products, Arm &
Hammer Division
</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 in October
1995. He served as President of the Arm & Hammer Division from January to
September 1995. 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 Footstar, Inc. and The Newgrange School.
Mr. Bendure joined the Company in November 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.
7
<PAGE> 10
Mr. Bilawsky joined the Company in 1976 as Tax and Internal Audit Manager,
and in 1979 he became Associate General Counsel and Tax Counsel. He has served
as Vice President, General Counsel and Secretary of the Company since 1989.
Mr. Conish was elected Vice President Manufacturing and Engineering in
April 1993 and in November 1994 he became Vice President Manufacturing and
Distribution. For the previous nineteen years he served in various management
positions with the Company, the most recent being Senior Director,
Manufacturing/Engineering.
Mr. Crilly rejoined the Company in February 1995 as Vice President Sales
Arm & Hammer Division, a position he held with the Company from 1980 to 1984. In
February 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. Eiref rejoined the Company in November 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 in July 1996 he became Vice President Corporate Business Development. In
October 1997 Mr. Moore was elected Vice President/ General Manager International
Operations/Business Development.
Mr. Wilcauskas joined the Company in April 1997 as President & Chief
Operating Officer of the Specialty Products Division. Prior to that Mr.
Wilcauskas was an advisor to Investec Strategies, Inc. Prior to that he served
as President of Akzo Nobel, Inc. Mr. Wilcauskas joined Akzo Nobel in 1986 as the
result of the acquisition of the Wilson-Fiberfil Division from Plastics
Specialties & Technologies, Inc. where he was a principal, a board member and a
corporate vice president.
Mr. Falotico was appointed Vice President Process Development, Packaging,
and Fabric Care Product Development in October, 1998. For the previous 18 years
he served in various management and director positions with the Company, the
most recent being Director, Laundry Product/Process Development.
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 January 1, 1998 Mr. Falter was appointed Vice President
Procurement after having served as Vice President Corporate Purchasing since
December 1995.
Mr. Fiedler was appointed Vice President Basic Chemicals on January 1, 1999
and had served as Vice President Sales and Marketing since February 1997 after
being appointed Vice President Marketing in October 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. Fiedler also serves as
Director of Hands Together, a Princeton based non-profit organization that runs
volunteer, relief and development programs in Haiti.
8
<PAGE> 11
Mr. Halker joined the Company in 1977 and in 1984 was appointed Controller.
In March 1993 Mr. Halker became Chief Information Officer and in August 1994 he
became Vice President and Chief Information Officer. In August 1995 he became
Vice President, Controller and Chief Information Officer.
Mr. Ketting has been Vice President - Brazil since June 1997. He began with
Church & Dwight in January 1987 as Manager of Financial Analysis for the
Specialty Products Division. In June 1990 he became Director of Financial
Analysis for the Specialty Products Division. Before coming to Church & Dwight,
Mr. Ketting spent ten years with Allied Corp. and its General Chemical Company
spin-off in various financial management positions.
Mr. Kornhauser joined the Company in 1997 as Vice President - Advertising.
Prior to that Mr. Kornhauser was Chairman of the Board of Partners & Shevack, an
advertising agency in which he was a principal. Prior to that he served as
President of C.T. Clyne until 1980 when he became the Chairman and Chief
Executive Officer of his own advertising agency, Kornhauser & Calene. In 1989
Kornhauser & Calene merged with Partners & Shevack.
Mr. Koslow joined the Company in November 1995 as Vice President Marketing
Personal Care for the Arm & Hammer Division. For the previous five years, Mr.
Koslow was employed by Sterling Winthrop Inc. as Vice President
Marketing - Sterling Health Canada and Category Director, Analgesics - Sterling
Health USA.
Mr. Munson was appointed Vice President Animal Nutrition on January 1,
1999. Mr. Munson joined the Company in 1983 as Director of Marketing, Specialty
Products Division and 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, Specialty Products Division.
Ms. Srednicki was appointed Vice President Marketing Household Products for
the Arm & Hammer Division in October 1995. Since 1975 she served in various
positions of increasing responsibilities in sales and marketing.
SECURITY OWNERSHIP
The following persons were known to the Company to be beneficial owners as
of January 1, 1999, of more than five percent of the Company's Common Stock. The
table below along with the table on page 10 and the footnotes that follow, are
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>
FMR Corporation................................ 1,349,900(2) 1,349,900 7.00
82 Devonshire Street
Boston, Massachusetts 02109-3614
Gabelli Funds, Inc............................. 1,633,350(3) 1,633,350 8.42
One Corporate Center
Rye, New York 10580-1434
</TABLE>
9
<PAGE> 12
Information, as supplied to the Company by Executive Officers and
Directors, with respect to the beneficial ownership of Company Common Stock by
each Director, by each Executive Officer listed in the Summary Compensation
Table on page 13, and by all Executive Officers and Directors as a group, as of
March 8, 1999, 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 BENEFICIAL OWNERSHIP
---------------------------------------------------- DEFERRED
PERCENT STOCK COMPENSATION
OF OPTION PLANS PLANS
NAME SHARES(4)(5) VOTES CLASS(1) (SHARES)(4) ("SHARES")(5)
- ---- ------------ --------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Cyril C. Baldwin, Jr................ 9,406 25,426 -- 7,000 1,121
William R. Becklean................. 6,265 20,050 -- 7,000 2,379
Robert H. Beeby..................... 6,727 15,727 -- 6,000 --
Robert A. Davies, III............... 27,580(6) 35,373 -- 84,100 64,481
Rosina B. Dixon, M.D................ 23,596(7) 76,159 -- 7,000 14,223
J. Richard Leaman, Jr. ............. 3,840 15,360 -- 7,000 3,664
Robert D. LeBlanc................... 2,473 2,473 -- -- --
John D. Leggett, III, Ph.D. ........ 397,952(8) 1,593,952 2.05 7,000 --
John F. Maypole..................... 1,000 1,000 -- -- --
Robert A. McCabe.................... 8,412 29,832 -- 7,000 2,306
Dwight C. Minton.................... 167,737(9) 668,335 -- 270,632 --
Dean P. Phypers..................... 7,240 28,960 -- 7,000 4,053
John O. Whitney..................... 4,166 13,166 -- 6,000 4,830
James P. Crilly..................... 5,759(10) 8,036 -- 10,000 --
Zvi Eiref........................... 106,072(11) 422,695 -- 27,300 5,381
Dennis M. Moore..................... 10,843(12) 43,372 -- 63,000 26,994
Eugene F. Wilcauskas................ 546(13) 2,184 -- -- 357
All Executive Officers and Directors
as a group (29 persons)........... 871,071(14) 3,319,496 4.49 727,532 133,848
</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 one percent
or greater of the class.
(2) Based on information included in Schedule 13G, dated February 12, 1999,
filed with the Securities and Exchange Commission on behalf of Mr. Edward
C. Johnson 3d and certain affiliates; FMR Corp. ("FMR"), Fidelity
Management & Research Company ("FMRC") and Fidelity Management Trust
Company ("FMTC"). In such Schedule 13G, FMRC and FMTC each reported
beneficial ownership of 1,319,500 and 30,400 shares, respectively, with no
investment or voting power over such shares. Mr. Johnson and FMR, through
its control of FMRC and FMTC, each reported sole investment power, with no
voting power, over 1,319,500 shares and sole investment and voting power
over 30,400 shares.
(3) Based on information included in Schedule 13D (Amendment No. 7), dated
November 5, 1998, filed with the Securities and Exchange Commission on
behalf of Mr. Gabelli and certain affiliates, Gabelli
10
<PAGE> 13
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 345,000 shares, GAMCO
Investors, Inc. reported sole investment power over 1,237,650 shares and
sole voting power over 1,285,350 shares and Gemini Capital Management
Limited reported sole investment and voting power over 3,000 shares.
(4) Does not include shares of Company Common Stock which each Director and
each Executive Officer respectively, has rights to purchase, or will have
such rights within sixty (60) days from March 8, 1999, under the Stock
Option Plan for Directors (see discussion on page 13) and the Company's
stock option plans (see discussion on pages 20-21) respectively. These
shares are reflected in the table in the column labeled Stock Option Plans
(Shares). Such shares are not entitled to vote at the 1999 Annual Meeting
of Stockholders.
(5) Does not include "shares" of Company Common Stock credited to the account
of each Director in the Deferred Compensation Plan for Directors (see
discussion on page 12) and credited to the account of each Executive
Officer in the Deferred Compensation Plan for Officers (see discussion on
page 21). These "shares" are reflected in the table in the column labeled
Deferred Compensation Plans ("Shares"). Such shares are not entitled to
vote at the 1999 Annual Meeting of Stockholders.
(6) Includes Mr. Davies' interest in 2,598 shares under the Company's
Investment Savings and Profit Sharing Plans.
(7) Includes 4,500 shares held by a trust for which Dr. Dixon, a Director,
serves as co-trustee. Dr. Dixon holds shared voting power over such shares.
Includes 1,106 shares owned by a child of Dr. Dixon, as to which shares she
disclaims any beneficial interest.
(8) Includes 250,280 shares held by two 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. Includes Mr.
Minton's interest in 10,602 shares under the Company's Employee Stock
Purchase Plan. Includes Mr. Minton's interest in 23,034 shares under the
Company's Investment Savings and Profit Sharing Plans.
(10) Includes Mr. Crilly's interest in 705 shares under the Company's Investment
Savings and Profit Sharing Plans.
(11) Includes Mr. Eiref's interest in 4,831 shares under the Company's
Investment Savings and Profit Sharing Plans and Mr. Eiref's interest in 507
shares under the Company's Employee Stock Purchase Plan.
(12) Includes Mr. Moore's interest in 1,743 shares under the Company's
Investment Savings and Profit Sharing Plans.
(13) Includes Mr. Wilcauskas' interest in 546 shares under the Company's
Investment Savings and Profit Sharing Plans.
(14) Includes interest of Executive Officers in 73,784 shares under the
Company's Investment Savings and Profit Sharing Plans. Includes interest of
Executive Officers in 19,582 shares under the Company's Employee Stock
Purchase Plan.
11
<PAGE> 14
COMPENSATION OF DIRECTORS
Directors, who were not employees of the Company, were paid an annual
retainer of $17,000 in 1998. 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 Committee, Compensation & Organization Committee,
or the Committee on Directors, was paid $2,000 for each committee meeting
attended and all other non-employee Directors were paid $1,000 for each
committee meeting attended. Non-employee Directors do not participate in any of
the Company's compensation plans. Directors' compensation programs are described
below. The compensation of each non-employee Director for 1998 did not exceed
$44,100 with the exception of Mr. Minton (see Transactions with Management
discussion on page 22).
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 is recorded in a ledger account and is 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 are not held in
such account and as such, each participating Director has no voting or
investment rights for such "shares". Certain Directors have elected to defer
compensation as described herein and as of December 31, 1998, the number of
"shares" represented by amounts held in their ledger accounts are as set forth
in the Security Ownership table on page 10.
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 the calendar year for which such
compensation was earned. The number of shares paid is determined as follows: (i)
on the first stock trading day in January, the retainer and meeting fees to be
paid to each Director for that calendar year (see Compensation of Directors
discussion above) are converted into shares of Company Common Stock, rounded up
to the nearest whole share. For example, if a Director is to receive $17,000 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 $37.00 per
share, then the compensation, calculated in terms of shares of Company Common
Stock, would be 459.5 shares, rounded to 460 shares, for the annual retainer,
and 27 shares, for each meeting attended; (ii) 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, is
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
determined 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 are distributed by December 31 of such year.
12
<PAGE> 15
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 may be exercised only by the
Participant during his/her lifetime, transferred by will, the laws of descent
and distribution, or upon approval of the Board of Directors.
Participants are 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, with the exception 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, 1998,
1997 and 1996 to, or for, the Chief Executive Officer, and each of the next four
highest paid Executive Officers of the Company who served as Executive Officers
during the fiscal year ended December 31, 1998 and whose total annual salary and
bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- -------------------
AWARDS LTIP
OTHER ANNUAL -------- -------- ALL OTHER
COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) (2) (SHARES) PAY-OUTS (3)(4)(5)
--------------------------- ---- -------- -------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ROBERT A. DAVIES, III 1998 $364,667 $451,275 $ -- 98,400 -- $38,322
President and 1997 350,583 300,000 260 -- -- 70,450
Chief Executive Officer 1996 350,000 192,500 22,052 86,500 -- 55,670
JAMES P. CRILLY 1998 207,463 118,800 -- 29,700 -- 20,050
Senior Vice President 1997 181,458 100,000 260 -- -- 31,741
Arm & Hammer Division 1996 165,000 74,500 3,145 20,300 -- 20,810
ZVI EIREF 1998 218,417 147,500 -- 26,200 -- 25,541
Vice President and 1997 210,333 126,000 260 -- -- 39,036
Chief Financial Officer 1996 210,000 94,500 7,654 33,800 -- 27,239
DENNIS M. MOORE 1998 197,375 127,000 -- 9,100 -- 22,262
Vice President/General 1997 189,333 102,050 10,948(6) -- -- 32,822
Manager International 1996 189,000 85,000 20,609(6) 28,700 -- 28,923
Operations/Business
Development
EUGENE F. WILCAUSKAS 1998 232,417 141,200 -- 25,000 -- 25,280
President and Chief 1997 178,417 135,000 -- 20,000 -- 27,895
Operating Officer 1996 -- -- -- -- -- --
Specialty Products Division
</TABLE>
13
<PAGE> 16
- ---------------
(1) Represents incentive compensation payments under the Company's Annual
Incentive Compensation Plan as discussed on page 19.
(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 1998, 1997 and 1996, respectively:
R.A. Davies, III $0, $260, $22,052; J.P. Crilly $0, $260, $3,145; Z. Eiref
$0, $260, $7,654; D.M. Moore $0, $260, $8,921; E.F. Wilcauskas $0, $0,
(none for 1996).
(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 1998, 1997 and 1996,
respectively: R.A. Davies, III $19,067, $53,625, $18,000; J.P. Crilly
$16,905, $27,705, $18,000; Z. Eiref $19,200, $32,205, $18,000; D.M. Moore
$19,200, $30,315, $17,969; E.F. Wilcauskas $19,200, $23,850, (none for
1996).
(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 1998, 1997 and 1996, respectively:
R.A. Davies, III $6,140, $5,718, $22,301; J.P. Crilly $0, $1,209, $1,197;
Z. Eiref $442, $1,510, $1,800; D.M. Moore $1,121, $880, $5,003; E.F.
Wilcauskas $1,475, $1,309, (none for 1996).
(5) Includes premiums paid for life insurance plans. Total premiums paid on
behalf of named individuals were as follows for 1998, 1997 and 1996,
respectively: R.A. Davies, III $13,115, $11,107, $15,369; J.P. Crilly
$3,145, $2,827, $1,613; Z. Eiref $5,899, $5,321, $7,439; D.M. Moore $1,941,
$1,627, $5,951; E.F. Wilcauskas $4,605, $2,736, (none for 1996).
(6) Includes $10,000 of loan forgiveness in each of 1997 and 1996 in connection
with a program to encourage employees to relocate to Princeton, New Jersey.
Such program was generally available to all employees.
14
<PAGE> 17
The following table sets forth information with respect to grants of stock
options for the Executive Officers named in the Summary Compensation Table
during 1998 pursuant to the 1983 Stock Option Plan(1). Also shown are
hypothetical gains for each option based on assumed rates of annual compound
stock price appreciation of five percent and ten percent from the date the
options were granted over the full option term.
OPTION GRANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
----------------------------------------------- AT ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK PRICE
OPTIONS APPRECIATION FOR OPTION
GRANTED TO EXERCISE TERM (10 YEARS)(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% ANNUAL 10% ANNUAL
- ---- ------- ------------ --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Davies, III... 98,400 18.32 27.25 01/26/08 $1,689,282 $4,263,426
James P. Crilly......... 29,700 5.53 27.25 01/26/08 509,875 1,286,827
Zvi Eiref............... 26,200 4.88 27.25 01/26/08 449,789 1,135,181
Dennis M. Moore......... 9,100 1.69 27.25 01/26/08 156,225 394,281
Eugene F. Wilcauskas.... 25,000 4.65 27.25 01/26/08 429,188 1,083,180
</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, with the exception of the second group of stock
options that were granted in 1998 (see Long-Term and Other Compensation
discussion on page 20), at the fair market value per share on the date of
grant. The options shown in the table above were granted on January 26,
1998.
(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. These amounts are
not intended to forecast possible future increases, if any, in the market
price of the Company's Common Stock.
15
<PAGE> 18
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 on Page 13, during 1998, 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,
1998, and (ii) values for in-the-money options which represent the difference
between the exercise price of such stock options and the price of Company Common
Stock as of December 31, 1998.
AGGREGATED OPTION EXERCISES FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998 AND OPTION VALUE
AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED 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... -- -- 40,000 184,600 $692,500 $2,132,688
James P. Crilly......... -- -- 10,000 50,000 176,875 558,963
Zvi Eiref............... -- -- 10,000 60,000 155,625 728,675
Dennis M. Moore......... 8,000 144,938 57,400 37,800 609,338 504,525
Eugene F. Wilcauskas.... -- -- -- 45,000 -- 375,938
</TABLE>
16
<PAGE> 19
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
AMONG COMPANY, S&P 500 INDEX AND THE HOUSEHOLD PRODUCTS INDEX(1)
<TABLE>
<CAPTION>
COMPANY S&P 500 INDEX HOUSEHOLD PRODUCTS
------- ------------- ------------------
<S> <C> <C> <C>
1988 38.48 50.71 37.00
1989 62.62 66.77 57.93
1990 59.89 64.70 68.85
1991 102.81 84.41 80.20
1992 108.94 90.84 89.85
1993 100.00 100.00 100.00
1994 64.97 101.32 108.53
1995 68.27 139.40 151.92
1996 66.20 171.40 195.92
1997 107.51 228.59 275.52
1998 139.90 293.91 325.28
</TABLE>
(1)The Household Products Index consists of Clorox Company, Colgate Palmolive
Co., Fort James Corp., Procter & Gamble and Kimberly Clark.
17
<PAGE> 20
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, LeBlanc, Minton 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. Decisions relating to the Chief Executive Officer's
compensation are subject to the approval of all the non-employee Directors.
COMPENSATION PHILOSOPHY
In order to achieve its performance objectives, the Company believes that
it must be able to attract, motivate and retain qualified people with
appropriate talents, skills and abilities. 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. Using
external surveys as a guide, 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
Committee. Based on such surveys, compensation paid to executives may be
adjusted by the Committee 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 an 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 had frozen base salaries for Executive Officers at the April 1, 1995
levels, during the period 1995 through 1997, and increased the target level for
incentive compensation.
18
<PAGE> 21
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 were frozen during the period
April 1, 1995 through December 31, 1997, 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). As of January 1, 1998, salary increases for Executive Officers
were approved by the Board consistent with the Company's executive compensation
philosophy.
In comparison with the Company's peer group, base salaries paid to
Executive Officers in 1998 were at the lower end of the median range of base
salaries of such peer group.
ANNUAL INCENTIVE COMPENSATION
Annual incentive compensation for Executive Officers is awarded under the
Company's Incentive Compensation Plan and is 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
target performance by individual participants. The aggregate incentive
compensation award pool is either increased or decreased, depending upon the
extent to which the Company's performance surpasses or underachieves the
performance of a peer group of companies. Using the actual results of the
comparison companies on selected financial measures, separate scales are created
to measure deviation from the averages of the group on the selected performance
measures. The scales measure performance along a continuum from "A" to "D" where
"A" represents performance far in excess of the average and "D" represents
performance well below the average. The Company's actual results on the same
selected financial measures are then compared to those of the comparison group
using the scales that have been developed as described above. The resulting
rankings are then combined into an overall ranking that describes the Company's
performance relative to the comparison group. Based upon this ranking the
aggregate incentive compensation pool can be increased or decreased.
19
<PAGE> 22
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-five to seventy-five percent
depending on the position and level of the Executive Officer with the Company.
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 operations or
operating earnings of the Company in a manner which is not reflected in the
actual performance of the Company or Executive Officers for such year. For 1997,
as an added incentive to continue the turnaround in the Company's profitability
that was begun in 1995, the Compensation Committee increased the incentive
compensation opportunity, for 1997 only, by an amount equal to 15% of the base
salaries of the Executive Officers and a select group of managers below the
Executive Officer level whose retention and motivation were seen by management
as vital to the achievement of the Company's business plan for 1997.
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 or as a result of
the Company's level of performance relative to the comparison group of
companies.
The incentive compensation awarded to each Executive Officer named in the
foregoing tables is reflected in the Summary Compensation Table on page 13. In
comparison with the Company's peer group, the incentive compensation awards paid
to Executive Officers for 1998 are expected to be higher than those of the
corresponding executive officers in the peer group, at least as a percent of
base salary. Base salaries and incentive compensation, in the aggregate, paid to
Executive Officers in 1998 are expected to be slightly higher than the median
level, reflecting the Company's relative outperformance (by 12%) of the peer
group during 1998.
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 stock option plans. The Compensation
20
<PAGE> 23
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 stock option plans
are 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 plans
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.
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, which options vest 100% on the third anniversary of the
date of the grant, at the fair market value per share on the date of grant. In
1998 two separate stock option grants were made. The first one was subject to
the standard three-year vesting rule. The second one having vesting provisions
different than the standard provisions in the plan. The second group of stock
options were granted at $27.25 per share, the fair market value on the date of
the grant, and had special vesting provisions, i.e. one-third vest when the
market price reaches $36.00 per share, one-third vest when the market price
reaches $42.00 per share and one-third vest when the market price reaches $50.00
per share. In each instance, vesting occurs only after the market price is
maintained for a period of 20 consecutive trading days. If these options do not
vest based on the achievement of the indicated stock prices, the options, in any
event, vest 100% on the seventh anniversary of the date of the 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 18.
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 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 Plan to allow for the deferral of
other compensation, in whole or in part, at the discretion of each Executive
Officer.
21
<PAGE> 24
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 incentive compensation are more
significantly affected by the Company's performance and individual performance
in each year.
Mr. Davies' base salary for 1998 was 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 1999, the Compensation Committee reviewed the performance of the
Company and Mr. Davies. Using the methodology described earlier in this report
under "Annual Incentive Compensation," the Compensation Committee determined
that the Company outperformed the comparison group of companies and awarded Mr.
Davies a bonus of 124% of base salary, equal to 165% of his target award. Mr.
Davies' incentive compensation award for 1998 is expected to exceed the median
level in comparison with the Company's peer group.
SUBMITTED BY THE COMPENSATION & ORGANIZATION COMMITTEE OF THE COMPANY'S BOARD
OF DIRECTORS:
<TABLE>
<S> <C>
Rosina B. Dixon, M.D., Chairman Robert D. LeBlanc
Cyril C. Baldwin, Jr. Dwight C. Minton
Robert H. Beeby John O. Whitney
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Dwight C. Minton was a member of the Compensation & Organization Committee
during 1998. Mr. Minton retired as Chief Executive Officer of the Company in
October 1995. See Transactions With Management discussion below.
TRANSACTIONS WITH MANAGEMENT
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. Pursuant
to this consulting arrangement, Mr. Minton's compensation for 1998 was $250,000.
For subsequent years, his compensation shall be at the annual rate of $100,000
subject to review and adjustment by the Board. For 1999, the Board determined
that Mr. Minton's compensation shall be
22
<PAGE> 25
$250,000. 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 pursuant to the Company's Stock Option Plans did
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 of the respective options. 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.
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 1998. To the Company's knowledge, based on
information furnished to the Company, all of these filing requirements were
satisfied for 1998, except that reports for (i) Mr. James P. Crilly, Senior Vice
President Arm & Hammer Division, for two transactions in Company Common Stock
were inadvertently filed late, (ii) Mr. John D. Leggett, III, a Director of the
Company, for three transactions in Company Common Stock were inadvertently filed
late, and (iii) Mr. Dwight C. Minton, Chairman of the Board, for three
transactions in Company Common Stock were inadvertently filed late. All other
reports for Messrs. Crilly, Leggett and Minton were filed timely.
2. 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 1999, 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.
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<PAGE> 26
3. STOCKHOLDER PROPOSAL REQUESTING
CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS
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 1,480 shares in the aggregate,
have indicated that the following resolution will be introduced at the meeting:
RESOLVED: That the stockholders of Church and Dwight Co., Inc., assembled
in annual meeting in person and by proxy, hereby request the Board of Directors
to take the steps necessary to provide for cumulative voting in the election of
directors, which means each stockholder shall be entitled to as many votes as
shall equal the number of shares he or she owns multiplied by the number of
directors to be elected, and he or she may cast all of such votes for a single
candidate, or any two or more of them as he or she may see fit.
REASONS
Strong support along the lines we suggest were shown at the last annual
meeting when 17%, owners of 5,861,973 shares, were cast in favor of this
proposal. The vote against included 52 unmarked proxies.
California law requires that unless stockholders have voted not to have
cumulative voting they will have it. Ohio has the same provision.
The National Bank Act provides for cumulative voting. Companies get around
it by forming holding companies without cumulative voting. Banking and other
authorities should question the capability of directors to be on boards. In many
cases authorities come in after and say the director or directors were not
qualified. We were delighted to see the SEC has finally taken action to prevent
bad directors from being on boards of public companies. The SEC should have more
hearings to prevent such persons becoming directors before they harm investors.
The recent banking failures throughout the world shows the importance of
cumulative voting to get better directors on the board.
Many successful corporations have cumulative voting. Pennzoil defeated
Texaco in that famous case. Texaco's recent problems might have been prevented
with cumulative voting, getting directors on the board to prevent such things.
Ingersoll-Rand won two awards having cumulative voting.
Another good example is Union Pacific, having troubles with freight
shipments which were backed up for months. The merger with Southern Pacific was
the excuse. Two years ago, Union Pacific took away cumulative voting.
Lockheed-Martin, as well as VWR Corporation have a provision that if anyone
has 40% or more of the shares cumulative voting applies.
In 1995 American Premier adopted cumulative voting. Alleghany Power System
tried to take away cumulative voting but the stockholders defeated it, showing
stockholders are interested in their rights. Very successful Hewlett Packard has
cumulative voting.
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<PAGE> 27
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 THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL.
A similar stockholder proposal was submitted for consideration at the 1998
Annual Meeting of Stockholders. The proposal was overwhelmingly rejected with
79% of the votes cast against the proposal, including 2% abstentions.
Cumulative voting is the process by which votes may be accumulated and
distributed among any number of nominees instead of being spread ratably among
as many candidates as there are vacancies to be filled. Under cumulative voting,
each stockholder is entitled to cast as many votes as are equal to the number of
votes eligible to be cast, multiplied by the number of Directors to be elected
(the discussion on page 29 outlines the procedures for determining the number of
votes per share of stock).
As a consequence, cumulative voting permits special groups of stockholders
to elect directors to represent their particular interests or points of view.
The Company has sought to place broad powers in the hands of the entire Board of
Directors to enable the Board to represent all stockholders. The Board of
Directors believes each director should act on behalf and for the benefit of,
all the stockholders rather than as a representative of any particular group.
Cumulative voting may negatively impact the ability of the Board to work
together to the detriment of the Company and its Stockholders. The election of
each director by a majority vote of stockholders permits the directors to
administer the functions of the Company for the benefit of all 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
that Stockholders vote AGAINST this proposal.
The affirmative vote of such number of shares as shall be entitled to cast
a majority of the votes represented in person or by proxy at the Annual Meeting
is required for approval of this proposal.
4. STOCKHOLDER PROPOSAL REQUESTING
EQUAL EMPLOYMENT DIVERSITY REPORT
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:
Equal employment is a key issue for shareholders. The bipartisan Glass
Ceiling Commission Study released in 1995 explains that a positive diversity
record has a positive impact on the bottom line. This study is important for
shareholders because it shows how many corporations in the United States select
for advancement from less than 50 percent of the total talent in our workforce.
- Women and minorities comprise 57% of the workforce, yet represent only 3%
of executive positions.
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<PAGE> 28
- Women who were awarded more than half of all master degrees represent
less than 5% of the senior level management positions.
These statistics show the limits placed on selecting the most talented
people for top management positions.
Workplace discrimination has created a significant burden for shareholders.
Recently, companies including Shoney's Incorporated, Denny's and Hughes Aircraft
have posted multi-million dollar losses as a result of settling various
discrimination lawsuits. In 1996 Texaco settled the largest racial
discrimination lawsuit in U.S. history, costing a reported $170 million to the
company and stockholders. Texaco's public image was tarnished and the company
faced a consumer boycott. In 1998 Smith Barney agreed to spend $15 million on
diversity programs to settle a case brought by plaintiffs charging sexual
harassment. The high cost of litigation, potential loss of government contracts,
and the financial consequences of a damaged corporate image resulting from
discrimination allegations make this issue a high priority for shareholders.
More than 150 major employers publicly report on work force diversity to
their shareholders. Primary examples are Disney/ABC Commitment Report, US Air
Affirming Workplace Diversity Report, Intel Diversity Report, Monsanto Diversity
Report, and Texaco Diversity Report. These companies and many others regularly
provide reports describing diversity progress and challenges. Often companies
will also include this information in their annual reports.
RESOLVED: Shareholders request our company prepare at reasonable cost,
which should exclude confidential information. This report shall be made
available to shareholders and employees four months from the date of the
annual meeting and shall include:
1. A chart identifying employees by sex and race in each of the nine
major EEOC defined job categories for 1996, 1997, and 1998, listing actual
numbers and percentages in each category.
2. A summary description of any Affirmative Action policies and
programs to improve performance, including job categories where women and
persons of color are underutilized. This description should include any
policies and programs specifically oriented toward increasing the number of
managers who are qualified females and/or belonging to ethnic minority
groups, summarizing the current number of persons by race and gender in
management.
3. A general description of how our company publicizes its
affirmative action policies and programs to merchandise suppliers and
service providers.
4. A description of any policies and programs directing the purchase
of goods and services to minority and/or female owned business enterprises.
5. A report on any material litigation in which the company is
involved concerning race, gender or the physically challenged.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL.
26
<PAGE> 29
The Company is committed to complying with all applicable equal employment
opportunity laws and affirmative action regulations. It is the Company's policy
not to discriminate against any employee or applicant because of race, color,
religion, sex, national origin, age, or disability. The Company also maintains
appropriate affirmative action plans. The Company already complies with federal,
state and local governmental reporting requirements regarding compliance with
equal employment opportunity laws and its affirmative action plans. The
preparation and distribution of an additional report will not enhance the
Company's commitment to the worthy goal of equal employment opportunity and
affirmative action. Moreover, the Board of Directors believes that requiring
preparation and distribution of another report would be a poor use of Company
resources.
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
that stockholders vote AGAINST this proposal.
The affirmative vote of such number of shares as shall be entitled to cast
a majority of the votes represented in person or by proxy at the Annual Meeting
is required for 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 2000 Annual Meeting of Stockholders must be
received no later than December 2, 1999, 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.
DISCRETIONARY AUTHORITY
A duly executed proxy given in connection with the Company's 2000 Annual
Meeting of Stockholders will confer discretionary authority on the proxies named
therein, or any of them, to vote at such meeting on any matter of which the
Company does not have written notice on or before February 15, 2000, without
advice in the Company's proxy statement as to the nature of such matter.
27
<PAGE> 30
ANNUAL REPORT AND FORM 10-K
THE ANNUAL REPORT TO STOCKHOLDERS OF THE COMPANY FOR 1998, INCLUDING
FINANCIAL STATEMENTS, IS BEING FURNISHED, SIMULTANEOUSLY WITH THIS PROXY
STATEMENT, TO ALL STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON MARCH 8,
1999, THE RECORD DATE FOR VOTING AT THE ANNUAL MEETING. A COPY OF THE COMPANY'S
ANNUAL REPORT AND FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998, INCLUDING THE
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, BUT EXCLUDING THE
EXHIBITS THERETO, WILL BE PROVIDED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN
REQUEST TO SECRETARY, CHURCH & DWIGHT CO., INC., 469 N. HARRISON STREET,
PRINCETON, NEW JERSEY, 08543-5297. THE FORM 10-K PROVIDED TO STOCKHOLDERS WILL
INCLUDE A LIST OF EXHIBITS TO THE FORM 10-K. COPIES OF EXHIBITS WILL BE
FURNISHED TO STOCKHOLDERS UPON WRITTEN REQUEST AND UPON PAYMENT OF REPRODUCTION
AND MAILING EXPENSES.
MARK A. BILAWSKY
Vice President, General Counsel and
Secretary
Princeton, New Jersey
April 1, 1999
28
<PAGE> 31
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.
29
<PAGE> 32
CHURCH & DWIGHT CO., INC.
Stockholder Certification Form
for the
Annual Meeting of Stockholders
on
May 6, 1999
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 8, 1999, _____ 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.
<PAGE> 33
Church & Dwight
469 North Harrison Street
Princeton, New Jersey 08543-5297
Consumer and Specialty Products
Church &
Dwight Co., Inc.
1999
[Arm&Hammer Logo]
(R)
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
MEETING DATE
MAY 6, 1999
<PAGE> 34
CHURCH & DWIGHT CO., INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
469 NORTH HARRISON STREET, PRINCETON, N.J.
08543-5297
The Undersigned, having received the Notice of Meeting and Proxy Statement dated
April 1, 1999, 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 6th day of May, 1999 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: Cyril C. Baldwin, Jr., William R. Becklean, Rosina B. Dixon, M.D., and
Robert D. LeBlanc.
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 1999 financial statements.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4.
3. A Stockholder proposal relating to cumulative voting in the election of
Directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. A Stockholder proposal requesting preparation of an equal employment
diversity report.
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 on reverse side)
<PAGE> 35
(Continued from other side)
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.
<TABLE>
<S> <C>
Dated ,
1999
------------------------------------------------
Signature
------------------------------------------------
Signature
------------------------------------------------
TOTAL One-Vote Shares x 1 =
------------------------------------------------
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.
</TABLE>
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
