<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FERRO CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FERRO CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
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DRAFT OF: FEBRUARY 18, 1994
(LOGO)THE INFORMATION CONTAINED
IN THIS DOCUMENT IS
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CONFIDENTIAL
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(LOGO) OF CLEVELAND
(216) 621-8384
Fax (216) 621-1132
(LOGO) OF PITTSBURGH
(412) 281-3838
Fax (412) 281-4546
(LOGO) OF CINCINNATI
(513) 621-8384
Fax (513) 621-2901
(LOGO) OF COLUMBUS
(614) 221-8384
Fax (614) 221-8427
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<PAGE> 3
FERRO CORPORATION
1000 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
March 14, 1994
DEAR SHAREHOLDERS:
You are cordially invited to attend the annual meeting of shareholders of
Ferro Corporation which will be held on Friday, April 22, 1994, in the
Auditorium at One Cleveland Center, 1375 E. 9th Street, Cleveland, Ohio. The
meeting will begin at 10:00 A.M., Cleveland time, but we hope that you will be
able to join the officers and directors at 9:30 A.M. for coffee and informal
conversation. The matters to be considered are described in the following pages
and include information concerning each director and each nominee for director.
The items proposed for action by the shareholders at the meeting are the
election of directors, approval of an amendment to the Articles of Incorporation
to increase the number of authorized shares of common stock from 75,000,000 to
150,000,000, the designation of auditors and such other business, if any, as may
properly come before the meeting. In addition, the officers will give current
reports on the status of the business of Ferro.
Shareholders of record at the close of business on February 25, 1994 are
entitled to vote at the meeting.
It is important to your interests that all shareholders participate in the
affairs of Ferro regardless of the number of shares owned. Accordingly, we urge
you promptly to fill out, sign and return the enclosed proxy even if you plan to
attend the meeting. You have the option to revoke it at any time prior to the
meeting, or to vote your shares personally on request if you attend the meeting.
Very truly yours,
ALBERT C. BERSTICKER, President
and Chief Executive Officer
<PAGE> 4
PROXY STATEMENT
ELECTION OF DIRECTORS
The Board of Directors of Ferro presently consists of thirteen members,
divided into three classes. The directors in each class are elected for terms of
three years so that at each annual meeting the term of office of one class of
directors expires. The terms of office of five directors of Ferro will expire on
the day of the 1994 annual meeting, upon election of successors.
Proxies solicited hereunder granting authority to vote on the election of
directors will be voted for the election of Glenn R. Brown, William E. Butler,
Paul B. Campbell, John C. Morley and Hector R. Ortino to serve for three year
terms and until their successors are elected, provided, however, that if the
election of directors is by cumulative voting (see pages 22 and 23 of this Proxy
Statement) the persons appointed by the accompanying proxy intend to cumulate
the votes represented by proxies they receive and distribute such votes in
accordance with their best judgment. All of the candidates for election as
directors are directors whose present terms of office will expire at the
meeting.
In January of 1994, Robert M. Ginn retired as a member of the Board of
Directors, after 22 years of service as a director, pursuant to Ferro's
mandatory retirement age policy for directors. Upon Mr. Ginn's retirement, the
Board reduced the authorized number of directors to thirteen.
If any nominee is not available at the time of the election, proxies may be
voted for a substitute or in the alternative may be voted to decrease the
authorized number of directors. However, Ferro has no reason to believe that any
of the nominees will not be available.
Information is set forth below regarding the principal occupation and the
number of shares of Ferro Stock owned on February 25, 1994 by each nominee and
each of the other directors who will continue in office after the meeting.
1
<PAGE> 5
NOMINEES FOR ELECTION
GLENN R. BROWN, age 63, Retired Senior Vice
President and Director Standard Oil Company (now
BP America). Dr. Brown joined The Standard Oil
Company (Ohio) in 1953 as an Engineer in the
Chemical and Physical Research Department. After
ten years of research experience, he undertook
assignments in managerial roles in operations
research, management systems, and chemical
operations, including Manager of all research
activities for Standard Oil and later Vice
President for Research and Engineering. In 1979,
Dr. Brown was elected a Senior Vice President of
Standard Oil in charge of the technology, patent
and license, strategic planning, and business
operating groups. He also served as a director of
Standard Oil from 1981 until his retirement in
1986. Since his retirement from Standard Oil, Dr.
Brown has served at Case Western Reserve
University as Director of Strategic Planning,
Dean of the Colleges and from 1990-1993 as Vice
Provost for Corporate Research and Technology
Transfer. He is also a Director of Nordson
Corporation
(manufacDIRECTOR SINCE
1988
turer of industrial application equipment).
Common Shares owned 450 Nominee for term
expiring in 1997
WILLIAM E. BUTLER, age 63, Chairman of the Board
and Chief Executive Officer, Eaton Corporation
(engineered products for automotive, industrial,
commercial and military markets). Mr. Butler has
been an Eaton employee since 1957, serving as
President and Chief Executive Officer prior to
his election as Chairman in 1991. Mr. Butler is a
director of Eaton Corporation, Bearings, Inc.
(bearings distributor), Pitney Bowes Inc.
(manufacturer of mailing, copying and voice
processing systems) and Zurn Industries, Inc.
(manufacturer of environmental quality control
and energy conversion systems and leisure
products).
Common Shares owned 600 Nominee for term
expiring in 1997
DIRECTOR SINCE 1992
PAUL B. CAMPBELL, age 64, a General Partner of
Squire, Sanders & Dempsey (attorneys at law). Mr.
Campbell joined Squire, Sanders & Dempsey in 1954
and has been a partner in that firm since 1966.
He has also served as Secretary of Ferro since
1970.(2)
Common Shares owned 21,740(1) Nominee for term
expiring in 1997
DIRECTOR SINCE 1991
2
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NOMINEES FOR ELECTION
JOHN C. MORLEY, age 62, President and Chief
Executive Officer of Reliance Electric Company
(manufacturer of industrial motors and controls,
mechanical power transmission products and
specialty telecommunication systems and
products). Mr. Morley began his career with Exxon
Corporation in 1958 and served as President of
Exxon Chemical Company, USA and Senior Vice
President of Exxon USA before joining Reliance in
1980 as President and Chief Executive Officer. In
December, 1986, Mr. Morley led an investor group
in the leveraged acquisition of Reliance Electric
Company from Exxon. Mr. Morley serves as a
Director of Reliance Electric Company, AMP
Incorporated (manufacturer of electrical and
electronic components) and Society Corporation
(bank holding company).
Common Shares owned 900 Nominee for term
expiring in 1997
DIRECTOR SINCE 1987
HECTOR R. ORTINO, age 51, Executive Vice
President and Chief Financial -- Administrative
Officer of Ferro. He began his career as
Treasurer of Ferro Argentina in 1971 and
subsequently became Financial Director in 1973.
In 1976, Mr. Ortino was promoted to Managing
Director of operations in Argentina. Mr. Ortino
was named Managing Director of Ferro Mexico in
1982. In 1983, he was appointed Assistant to the
Executive Vice President -- Finance and relocated
to Cleveland. He was named Vice
President -- Finance in 1984; Vice
President -- Finance and Chief Financial Officer
in 1987, and Senior Vice President and Chief
Financial Officer in 1991. Mr. Ortino assumed his
present position in 1993. Prior to joining Ferro,
Mr. Ortino served as Treasurer of Columbia
Broadcasting Systems, Argentina and Assistant to
the Treasurer of Pfizer, Inc., Argentina. Mr.
Ortino is also a director of Defiance, Inc.
(manufacturer of automotive parts).
Common Shares owned 54,324(1) Nominee for term
expiring in 1997
DIRECTOR SINCE 1993
ESOP Convertible Preferred Shares beneficially
owned 1,469
DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE MEETING
ALBERT C. BERSTICKER, age 59, President and Chief
Executive Officer of Ferro. Mr. Bersticker began
his career as a Research Engineer with Ferro in
1958. Following various assignments with the
International Division, he became Plant Manager
of the Company's Spanish affiliate and was named
Managing Director of Ferro Spain in 1969.
Returning to the United States in 1973, Mr.
Bersticker was named Assistant to the Group Vice
President -- International Operations. In 1974 he
was appointed Group Vice President --
International; was named Executive Vice
President, Operations in 1976; was named
Executive Vice President and Chief Operating
Officer in 1986; was named President in 1988 and
was named Chief Executive Officer in 1991. Mr.
Bersticker is also a Director of Centerior Energy
Corporation (electric utility holding company),
Society Corporation (bank holding
company), Oglebay Norton Company (minerals and
shipping) and Brush Wellman Inc. (manufacturer of
beryllium alloy parts).
DIRECTOR SINCE 1978
Common Shares owned 214,343(1) Term expires 1995
ESOP Convertible Preferred Shares beneficially
owned 1,473
3
<PAGE> 7
DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE MEETING
PAUL S. BRENTLINGER, age 66, a General Partner of
Morgenthaler Ventures, a venture capital
partnership which invests in and provides
management advisory services to emerging growth
companies. Mr. Brentlinger joined Harris
Corporation (manufacturer of advanced information
processing, communication and microelectronics
products) in 1951 and, after serving in various
assignments, was named Vice President --
Corporate Development in 1969; Vice President --
Finance in 1975 and Senior Vice President --
Finance in 1982. He retired from Harris
Corporation and joined Morgenthaler in 1984. He
is a Director of Allegheny Ludlum Corporation
(manufacturer of specialty metals).
Common Shares owned 4,900(1) Term expires 1995
DIRECTOR SINCE 1984
WERNER F. BUSH, age 54, Executive Vice President
and Chief Operating Officer of Ferro. Mr. Bush
joined Ferro in 1964 as a Research Engineer. He
was appointed Refractory Division Manager of
Ferro Mexico in 1966; was named Operations
Manager of Ferro France in 1970; was named
Operations Manager of Ferro Brazil in 1971; and
in 1975 was named President of Ferro Brazil. Mr.
Bush returned to Cleveland in 1981 when he was
named Vice President -- International for Latin
America, Canada, Australia and South Africa.
Subsequently, he was named Group Vice
President -- International in 1985; Group Vice
President -- Coatings, Colors and Electronic
Materials in 1988; and Senior Vice
President -- Coatings, Colors and Ceramics in
1991. Mr. Bush assumed his present position in
1993. He is also a member of the Board of
Directors of National City Bank.
Common Shares owned 54,343(1) Term expires 1996
DIRECTOR SINCE 1993
ESOP Convertible Preferred Shares beneficially
owned 1,416
A. JAMES FREEMAN, age 65, Vice Chairman and Chief
Executive Officer of Lord Corporation
(manufacturer of bonded rubber specialty products
for the automotive industry, adhesives and
chemical coatings). Mr. Freeman began his career
with General Mills. In 1960 he joined Lord
Corporation as Manager of the Development
Department. He was appointed Corporate Group Vice
President in 1970, Executive Vice President in
1975, President in 1982 and to his present
position in 1991. Mr. Freeman is also a Director
of Lord, PNC Bank, N.A., Eriez Magnetics
(manufacturer of magnetic devices), EFCO, Inc.
(manufacturer of forming presses), Keypro Inc.
(medical peer review organization) and a member
of the Advisory Board of Liberty Mutual Insurance
Company.
Common Shares owned 9,593(1) Term expires 1995
DIRECTOR SINCE 1986
4
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DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE MEETING
KEVIN O'DONNELL, age 68. Chairman of the
Executive Committee, SIFCO Industries, Inc.
(diversified metal workings). Mr. O'Donnell began
his career with SIFCO in 1947 where he served in
numerous capacities until 1960. From 1960 to 1962
he served as a management consultant with the
firm of Booz, Allen and Hamilton. From 1963 to
1966 Mr. O'Donnell served as General Manager and
Director of Atlas Alloys, a division of the Rio
Algom Corporation. For the next six years he
served in the Peace Corps in various executive
capacities, including a period as head of the
Peace Corps. Mr. O'Donnell returned to SIFCO in
1972 as Executive Vice President and was named
President in 1976. He was named Chief Executive
Officer in 1983 and served in that capacity until
his retirement in 1990 when he assumed his
present position. Mr. O'Donnell is a Director of
SIFCO, RPM, Inc. (specialized protective
coatings, fabrics
and wall coverings), The Lamson & Sessions Co.
(capital goods manufacturer) and The National
Machinery Company (cold forming machines).
DIRECTOR SINCE 1977
Common Shares owned 2,250 Term expires 1995
ADOLPH POSNICK, age 67, retired Chairman and
Chief Executive Officer of Ferro. Mr. Posnick
joined Ferro in 1947 as a Research Engineer.
Following assignments with the International
Division, he became technical director of Ferro
Enamel S.A., a Brazilian subsidiary, in 1950 and
was named Managing Director of that Company in
1956. Mr. Posnick was on special assignment in
Europe during 1964 as Assistant to the Vice
President -- International and returned to the
United States in 1965 as Vice President --
International Operations. He was named Group Vice
President in 1968, Senior Vice President --
Operations in 1974, Executive Vice President in
1975, President and Chief Executive Officer in
1976 and was named Chairman in 1988. Mr. Posnick
retired in 1991. Mr. Posnick is also a Director
of National City Corporation, National City Bank
and First Union Management, Inc. (commercial real
estate
management).
DIRECTOR SINCE 1976
Common Shares owned 172,431(1) Term expires 1996
REX A. SEBASTIAN, age 64, Private Investor. Mr.
Sebastian began his career with Procter and
Gamble. In 1955, he joined Cummins Engine
Company, Inc. where he held several positions
including Vice-President -- International and
Managing Director of Cummins Engine Company,
Ltd., in Scotland. In 1966, Mr. Sebastian joined
Dresser Industries, Inc. (energy and
industrial-related products and services) as Vice
President -- International Operations and was
named Vice President -- Operations in 1971. In
1975, he was named Senior Vice President --
Operations, a position he held until his
retirement in 1985. Mr. Sebastian is a member of
the Board of Directors of Texas Commerce Bank,
National Association, Hall Financial Group, Inc.
(diversified real estate and real estate related
activities), Phoenix Resource Companies, Inc.
(oil and gas exploration and production,
essentially in Egypt) and
Hallwood Energy Corporation (oil and gas
exploration and production).
DIRECTOR SINCE 1986
Common Shares owned 4,500 Term expires 1996
5
<PAGE> 9
DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE MEETING
DENNIS W. SULLIVAN, age 55, Executive Vice
President and President, Industrial and
Automotive, of Parker-Hannifin Corporation
(manufacturer of fluid power products). Mr.
Sullivan began his career with Parker-Hannifin
Corporation in 1960 as a Sales Engineer, and
after serving in various assignments, was named
Group Vice President in 1972; President of the
Fluid Connectors Group in 1976; Corporate Vice
President in 1978; President of the Fluidpower
Group in 1979; President of the Industrial Sector
in 1980; and he assumed his present position in
1981. Mr. Sullivan is also a Director of
Parker-Hannifin and Society Corporation.
Common Shares owned 750 Term expires 1996
DIRECTOR SINCE 1992
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(1) The shares reported as owned by Messrs. Bersticker, Brentlinger, Campbell,
Freeman, Ortino and Posnick include shares that they do not own of record
but of which they are beneficial owners. An individual is deemed to be the
beneficial owner of shares as to which he exercises or influences voting
power or investment power. The number of shares (included in those reported
above) as to which Messrs. Bersticker, Brentlinger, Campbell, Freeman,
Ortino and Posnick are not owners of record but as to which they exercise or
influence voting control or investment decisions are as follows: Mr.
Bersticker -- 2,287 shares, Mr. Brentlinger -- 150 shares, Mr. Campbell --
10,350 shares, Mr. Freeman -- 2,000 shares, Mr. Ortino -- 227 shares and Mr.
Posnick -- 13,272 shares. The number of shares reported above for Messrs.
Bersticker, Bush and Ortino include 14,569, 6,660 and 5,883 shares,
respectively, issued to them under the Performance Share Plan which are
subject to risk of forfeiture based upon the terms of that plan. The number
of shares which may be acquired by Messrs. Bersticker, Bush and Ortino
pursuant to exercisable stock options are as follows: Mr. Bersticker --
94,125 shares; Mr. Bush -- 35,812 shares and Mr. Ortino -- 29,437 shares
(included in the number of shares reported above).
(2) The law firm of Squire, Sanders & Dempsey, of which Mr. Campbell is a
partner, provided legal services to Ferro in 1993, and Ferro expects to
continue the use of such firm in 1994.
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SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
Based on information supplied by them as of February 25, 1994, no
individual director beneficially owns as much as 1% of the outstanding Common
Stock, and all directors and officers of Ferro as a group beneficially own
751,402 shares of Ferro Common Stock, representing approximately 3% of its
outstanding shares and 14,200 shares of Series A ESOP Convertible Preferred
Stock, representing approximately 1.0% of the outstanding shares of that series.
Included in the number of shares beneficially owned by officers and directors as
a group are 258,804 shares of Common Stock which could be acquired through
exercisable stock options as of December 31, 1993 and 62,796 shares issued under
the Ferro Performance Share Plan which are subject to the risk of forfeiture
under the terms of that Plan. The beneficial ownership of Messrs. Bersticker,
Bush and Ortino are set forth below their biographies on pages 3 and 4 of this
Proxy Statement. Mr. Fisher beneficially owns 52,702 shares of Common Stock and
1,496 shares of ESOP Convertible Preferred Stock. Mr. Carragher beneficially
owns 46,686 shares of Common Stock and 1,430 shares of ESOP Convertible
Preferred Stock. The shares reported for Messrs. Fisher and Carragher include
21,375 and 18,937 shares which may be acquired through exercisable stock options
and 4,633 and 5,965 shares issued under the Performance Share Plan which are
subject to risk of forfeiture based upon the terms of that plan.
The following table sets forth information concerning each person known by
Ferro to be the beneficial owner of more than 5% of its outstanding Common Stock
or stock convertible into Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT
NAME AND ADDRESS NATURE OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
- ----------------------------------------------- -------------------- -------
<S> <C> <C>
RCM Capital Management......................... 2,211,350(1) 7.6%
Four Embarcadero Center
San Francisco, California 94111
Prudential Insurance Company of America........ 1,625,555(2) 5.6%
Prudential Plaza
Newark, New Jersey 07102-3777
National City Bank, Trustee.................... 1,430,860(3) 100%
under the Ferro Corporation
Savings and Stock Ownership Plan
1900 East 9th Street
Cleveland, Ohio 44114
</TABLE>
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(1) Information regarding share ownership was obtained from Schedule 13G filed
February 10, 1994 by RCM Capital Management.
(2) Information regarding share ownership was obtained from Schedule 13G filed
February 10, 1994 by Prudential Insurance Co. of America.
(3) The beneficial owners of the Savings and Stock Ownership Plan are
participating employees of the Company. The 1,430,860 shares of Convertible
Preferred Stock are convertible into 2,478,965 shares of Common Stock,
representing approximately 8.5% of the outstanding Common Stock. The
Preferred Stock is nontransferable and, upon distribution of an account
balance to a plan participant, such participant receives Common Stock
issuable upon conversion of the Preferred Stock or cash payable upon
redemption of the Preferred Stock. Each share of Preferred Stock carries one
vote, voting together with the Common Stock on most matters. The Trustee
votes in accordance with the instructions of plan participants. Information
regarding share ownership was obtained from the Trustee as of February 25,
1994.
Section 16(a) of the Securities Exchange Act of 1934 requires Ferro's
officers and directors, and persons who own more than ten percent of a
registered class of Ferro's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish Ferro with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to Ferro during 1993 and Forms 5 and amendments thereto furnished to
Ferro with respect to 1993, no director, officer, beneficial owner of more than
10% of its outstanding Common Stock or stock convertible into Common Stock or
any other person subject to Section 16 of the Exchange Act, failed to file on a
timely basis since January 1, 1993, reports required by Section 16(a) of the
Exchange Act during 1993 or prior fiscal years.
CERTAIN MATTERS PERTAINING TO THE BOARD OF DIRECTORS
During 1993, the Board held nine regularly scheduled monthly meetings and
committees of the Board met from time to time upon call of the Chief Executive
Officer (or in the case of the Audit Committee, upon call of its Chairman).
During 1993, each director attended at least 75% of the aggregate of the total
number of meetings of the
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<PAGE> 12
Board and the committees on which he served with the exception of Mr. Ginn who
attended 72% of the meetings of the Board and of the committees on which he
served.
Each director who is not an employee of Ferro is paid an annual retainer
fee of $15,000. In addition, directors (other than employee directors) are paid
an attendance fee of $1,225 for meetings of the Board and $1,000 for meetings of
its committees. The Chairman of the Audit Committee and the Chairman of
Compensation and Organization Committee are each paid an additional annual
retainer of $2,000.
The Audit Committee of the Board of Directors engages in the functions
usual to an audit committee of a publicly held corporation, including
recommendations as to the engagement of independent accountants; review with the
independent accountants of the proposed scope of and plans for annual audits and
review of audit results; review of the adequacy of internal financial controls
and internal audit functions; and review of any problems identified by either
the internal or external audit functions. During 1993, the Audit Committee met
twice. Messrs. Brown, Brentlinger and O'Donnell are the current members of the
Audit Committee, with Mr. Brentlinger serving as Chairman.
The Compensation and Organization Committee considers and formulates
recommendations with respect to the compensation of Ferro's officers and
performs certain delegated Board functions with respect to the Stock Option
Plan, the Performance Share Plan and the Incentive Compensation Plan. Included
among its functions is the review of recommendations (including written
recommendations made by any shareholder) as to new members of the Board of
Directors. Shareholder recommendations for members of the Board of Directors
should be submitted in writing to the Secretary of Ferro. During 1993, the
Committee met twice. A report of the Compensation and Organization Committee is
set forth on pages 11 through 13 of this Proxy Statement.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES
The Company's Articles of Incorporation presently authorize the issuance of
75,000,000 shares of common stock and 2,000,000 of serial preferred stock. The
Board recommends an increase in the number of authorized shares of common stock
from the 75,000,000 currently authorized to 150,000,000. As of December 31,
1993, there were issued and outstanding 29,135,992 shares of the Company's
common stock. Also, as of that date 1,018,680 shares of common stock were
reserved for issuance under the Company's Stock Option Plans, 1,444,875 shares
were reserved for issuance under the
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<PAGE> 13
Company's Performance Share Plan, and 31,599,547 shares were reserved for
issuance upon the exercise of the rights pursuant to the Shareholder Rights
Plan. Each of the foregoing Plans contains antidilution provisions to the effect
that the number of shares reserved under the Plans will be increased to reflect
the effect of stock splits and the like. The balance of common stock available
for issuance on that date was 11,800,906 shares.
The Board of Directors is of the opinion that the present balance of common
stock available for issuance may be insufficient to enable the Company to take
advantage of business opportunities that may arise or for other corporate
purposes such as stock dividends or stock splits. The Board of Directors has no
present plans, arrangements, commitments or undertakings for the issuance of
additional shares. Since the last time that the Company increased its authorized
shares, it effected a three-for-two split in 1989 and again in 1992. Authorized
but unissued shares may be issued at some later date on authorization by the
Board of Directors without further action of shareholders except as may be
required by law or by the rules of the New York Stock Exchange.
The following table sets forth information relating to the number of shares
of common stock currently authorized and available for issuance and the number
of shares of common stock to be available upon approval of the proposed
amendment.
<TABLE>
<CAPTION>
PRIOR AFTER
PROPOSED PROPOSED
INCREASE INCREASE
------------ ------------
<S> <C> <C>
Total Number of Shares of Common Stock Authorized..... 75,000,000 150,000,000
Shares Outstanding.................................... [29,135,992] [29,135,992]
Shares Reserved for Stock Option Plans................ [1,018,680] [1,018,680]
Shares Reserved for Performance Share Plan............ [1,444,875] [1,444,875]
Shares Reserved for Shareholder Rights Plan........... [31,599,547] [31,599,547]
Shares Available for Issuance for Other Corporate
Purposes............................................ 11,800,906 86,800,906
</TABLE>
RECOMMENDATION AND VOTE
The affirmative vote of two-thirds of the outstanding shares of the
Company's common stock and Convertible Preferred Stock, voting as a single
class, entitled to vote at the meeting is required to adopt the proposed
amendment to the Articles of Incorporation.
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<PAGE> 14
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AMENDMENT OF THE ARTICLES OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM
75,000,000 TO 150,000,000.
DESIGNATION OF AUDITORS
Unless otherwise indicated, the accompanying proxy will be voted in favor
of ratifying the selection of KPMG Peat Marwick, Certified Public Accountants,
to audit the books and accounts of Ferro for the current year ending December
31, 1994. KPMG Peat Marwick have been acting as the auditors of Ferro for many
years. On recommendation of the Audit Committee, the Board of Directors has
appointed such firm to continue as Ferro's auditors for the current year,
subject to the approval thereof by the shareholders.
Representatives of KPMG Peat Marwick will be at the annual meeting of
shareholders, will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.
INFORMATION CONCERNING EXECUTIVE OFFICERS
REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE
The principal components of senior executive officer compensation at Ferro,
and the role of the Compensation and Organization Committee of the Board of
Directors as to each component in 1993, were as follows:
1. Annual salary level, effective January 1, recommended by the
Committee and adopted by the Board.
2. Annual Incentive Compensation Plan (a cash bonus plan) under which
achievement is measured primarily by achievement of mathematical targets,
and, to a lesser extent, by discretionary determinations. The Committee
adopts such a plan each year, including the placement of senior executives
in the plan, determination of the applicable percentage of salary to be
used for bonus measurement, and determination of the mathematical targets
by which the level of bonus achievement will be measured. The Committee
approves the actual discretionary bonus awards to senior executive officers
other than the Chief Executive Officer.
3. Performance Share Plan (a long term incentive plan) under which
shares of common stock are issued, subject to risk of forfeiture, based
upon the degree of
11
<PAGE> 15
achievement of Performance Targets during the Performance Period. The
Committee determines the Performance Targets which will be applicable to
determine the degree of vesting, or the degree of forfeiture, of
Performance Shares.
4. The Committee makes recommendations to a Special Committee of the
Board, consisting of all Board members other than those who participate, or
have participated, in the applicable plans, for the award of Performance
Shares under the Performance Share Plan and the award of Stock Options
under the Stock Option Plan. With respect to discretionary bonus matters,
the Committee makes a recommendation to the Board, in the case of the Chief
Executive Officer, of non-mathematical performance goals for the year
ahead, and of the actual discretionary bonus award for the completed year.
For several years TPF&C, a Towers Perrin Company, has served as executive
compensation consultants to Ferro. TPF&C has advised Ferro, and the Committee
has relied heavily upon this advice, with respect to senior executive
competitive salary levels, annual bonus potentials, and long term incentive plan
values. The TPF&C advice is based on a variety of competitive data banks
maintained by, or available to, TPF&C.
Applying this data to Ferro, and to Mr. Bersticker, Ferro's Chief Executive
Officer, the Committee recommended (and the Board approved), for 1993:
1. A salary level of $490,000, which represents approximately the mid
point of competitive salary data as reported by TPF&C, for comparable sized
companies;
2. An annual incentive plan cash bonus target amount equal to 50% of
salary. Eighty percent of such cash bonus target amount is based upon the
degree of achievement of mathematical targets, with the target bonus
achieved if the Company earns a 16% return on equity (a 1% increase over
the prior year), 200% of target bonus achieved if the Company earns a 19%
return on equity, and no mathematical bonus achieved if return on equity is
less than 9%. Twenty percent of target bonus amount is based upon
discretionary factors. Such annual incentive target amounts represent the
approximate mid-point of other comparable sized companies as reported by
TPF&C.
3. An award of options for 30,000 shares under the Ferro Stock Option
Plan. This award, standing alone, would be substantially less than the
advice of TPF&C as to competitive long term incentive values for comparable
sized companies. That is because of the current Ferro practice of awarding
Performance Shares
12
<PAGE> 16
every other year, and "doubling up" on the grant size in the years of
grant. Under this every other year practice, no Performance Shares were
awarded in 1993. If one-half of the prior year grant of Performance Shares
were added to the stock option grants made to Mr. Bersticker in 1993, the
aggregate of the expected values from those two forms of long term
incentive plan awards would approximate the mid-point of expected values
for long term incentive awards for comparable sized companies, as reported
by TPF&C based on competitive data.
The future value of stock option awards will, of course, be a function of
the market value for Ferro stock in the future. The future value of Performance
Shares awarded in prior years will be a function both of the future market value
of Ferro stock and of the degree of achievement of the Performance Targets by
which the degree of vesting, or the degree of forfeiture, of such Performance
Shares is measured.
In recommending Mr. Bersticker's discretionary (personal performance) level
of bonus achievement, the Committee considered the degree of achievement of
specific objectives that had been agreed upon for Mr. Bersticker at the
beginning of 1993. The determination of the actual award was made in January,
1994. The award was fixed at approximately 110% of target, or $54,000.
The recommendations of the Committee represented a high degree of
satisfaction with the manner in which Mr. Bersticker has performed his
responsibilities as Chief Executive Officer and his maturity and experience in
the business of Ferro.
In making its determinations and recommendations with respect to the four
most highly compensated executives other than Mr. Bersticker, the Committee
considered and discussed those same materials and information that were
considered with respect to Mr. Bersticker, as well as the advice and
recommendations of Mr. Bersticker as to such individuals. The Committee also
considered its evaluation of the individual performance of those individuals. In
the case of Messrs. Bush, Carragher and Fisher, who have direct responsibilities
with respect to Company operations, their levels of achievement under the Cash
Bonus Plan and Performance Share Plan are materially impacted by the performance
of those specific operations which are in their respective areas of
responsibility. The Committee recommended, and the Board approved, increases in
the salary levels of Messrs. Bush, Ortino and Fisher effective May 1, 1993
reflecting their promotions effective that date and the assumption of new
responsibilities by them.
W. E. Butler, J. C. Morley, D. W. Sullivan
13
<PAGE> 17
PERFORMANCE COMPARED TO CERTAIN STANDARDS
The chart set forth below compares Ferro's cumulative total shareholder
return for the five years ended December 31, 1993 to (a) that of the Standard &
Poor's 500 Index and (b) that of a designated group of companies deemed to have
a peer group relationship to Ferro. In all cases, the information is presented
on a dividend reinvested basis.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FERRO CORPORATION, S&P 500 INDEX AND S&P SPECIALTY CHEMICALS INDEX(1)
<TABLE>
<CAPTION>
Ferro S&P S&P Specialty
Corporation 500 Index Chemicals Index
----------- --------- ---------------
<S> <C> <C> <C>
1988 100.0 100.0 100.0
1989 117.7 131.6 121.8
1990 84.7 127.5 117.0
1991 183.1 166.2 165.1
1992 199.3 178.8 174.9
1993 239.0 196.7 199.4
</TABLE>
Note:
(1) Assumes $100 invested on December 31, 1988 in Ferro Common Stock, S&P 500
Index and S&P Specialty Chemicals Index.
14
<PAGE> 18
SUMMARY COMPENSATION TABLE
The following table shows on an accrual basis the elements of compensation
paid or awarded during each of the three years ended December 31, 1993 to the
Chief Executive Officer and to each of the other four highest paid executive
officers of Ferro.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS
--------------------------
ANNUAL COMPENSATION PERFORMANCE ALL OTHER
- ------------------------------------------------------------- SHARE PLAN OPTIONS COMPEN-
NAME AND SALARY BONUS AWARD(1) (NO. OF SATION
PRINCIPAL POSITION YEAR ($) ($) ($) SHARES)(2) ($)(3)
- ---------------------------- ----- -------- -------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
A.C. Bersticker 1993 490,000 224,719 0 30,000 19,597
President and Chief 1992 450,000 317,800 417,693 30,000 17,215
Executive Officer 1991 361,667 71,497 125,862 13,500 16,107
W.F. Bush 1993 290,666 102,816 0 9,000 15,545
Executive Vice President 1992 240,000 146,519 190,942 9,000 12,747
and Chief Operating 1991 210,000 31,887 67,623 6,750 11,409
Officer
H.R. Ortino 1993 251,334 96,692 0 9,000 23,264
Executive Vice President 1992 212,000 124,553 168,666 9,000 18,829
and Chief Financial -- 1991 182,000 31,111 58,599 6,750 24,845
Administrative Officer
J.F. Fisher 1993 202,002 67,233 0 6,000 14,268
Senior Vice President -- 1992 167,000 98,860 132,828 6,000 11,871
Coatings, Colors and 1991 147,000 20,820 47,322 4,500 11,448
Ceramics
F.A. Carragher 1993 236,000 30,156 0 9,000 14,787
Senior Vice President -- 1992 215,000 47,020 171,017 9,000 15,850
Chemicals and Polymers 1991 190,000 19,399 61,185 6,750 12,324
<FN>
Notes:
(1) No Performance Shares were awarded in 1993 pursuant to Ferro's practice of
granting awards every other year, instead of annually. See page 13 of this
Proxy Statement. The values reported are based upon the number of
Performance Shares awarded, valued at the market price of the Common Stock
on the date of the award. Such reported values are based upon achievement of
target levels of performance by Ferro during the performance period.
Realization of such values will be a function of Ferro's performance during
the performance periods. The performance period is three years for the
awards made in 1992 and five years for the awards made in 1991. Performance
is measured in relation to standards tied to return on average common
equity, net income growth, return on average assets employed and operating
income growth. If Ferro's performance exceeds target levels, the number of
shares can increase by up to 25%. At December 31, 1993, the persons listed
above hold the following number of Performance Shares, valued at the value
of the underlying shares at December 31, 1993, applicable to performance
periods not yet completed: Mr. Bersticker, 29,940 shares, valued at
$958,080; Mr. Bush, 14,733 shares, valued at $471,456; Mr. Ortino, 12,944
shares, valued at $414,208; Mr. Fisher, 10,349 shares, valued at $331,168;
and Mr. Carragher, 13,288 shares, valued at $425,216. Such values are also
based upon achievement of target levels of performance by Ferro during the
performance period and realization of values will be a function of Ferro's
performance during the performance period.
</TABLE>
15
<PAGE> 19
(2) Stock Option grants were awarded on the following dates:
December 13, 1990 (for 1991)
January 24, 1992
January 22, 1993
(3) In the year ended December 31, 1993, All Other Compensation includes company
matching payments under the Ferro ESOP, as follows: Mr. Bersticker, $6,746,
Mr. Bush, $5,996, Mr. Ortino, $6,746, Mr. Fisher, $5,996 and Mr. Carragher,
$6,296; personal use of leased automobiles, as follows: Mr. Bersticker,
$3,276, Mr. Bush, $2,480, Mr. Ortino, $5,785, Mr. Fisher, $5,716 and Mr.
Carragher, $2,714; taxable portion of benefits under health, hospitalization
and life insurance programs, as follows: Mr. Bersticker, $5,850, Messrs.
Bush and Ortino, $3,744 each, Mr. Fisher $2,556 and Mr. Carragher, $5,777;
individual tax services, as follows: Mr. Bersticker $3,725, Mr.Bush, $3,325,
Mr. Ortino, $3,350; and in the case of Mr. Ortino, home leave benefits of
$3,639.
16
<PAGE> 20
STOCK OPTION GRANTS, EXERCISES AND YEAR END VALUES
The following table sets forth information regarding grants of stock
options to each of the five highest paid executive officers of Ferro under
Ferro's stock option plan during the fiscal year ended December 31, 1993. In
each case the options were granted at fair market value on the date of grant
($29.50) for a term of 10 years expiring January 21, 2003. The exercisability of
the stock options vests at the rate of 25% per year. In the case of death,
retirement, disability or change of control, the options become 100%
exercisable.
OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS GRANT DATE
GRANTED TO PRESENT
OPTIONS EMPLOYEES IN VALUE(1)
NAME GRANTED 1993 $
- ---------------------------------------- ------------ ------------ ---------------
<S> <C> <C> <C>
A.C. Bersticker
President and Chief Executive Officer... 30,000 16.6% $ 383,100
W.F. Bush
Executive Vice President and
Chief Operating Officer................. 9,000 5.0% $ 114,930
H.R. Ortino
Executive Vice President and Chief
Financial -- Administrative Officer..... 9,000 5.0% $ 114,930
J.F. Fisher
Senior Vice President --
Coatings, Colors and Ceramics........... 6,000 3.3% $ 76,620
F.A. Carragher
Senior Vice President -- Chemicals and
Polymers................................ 9,000 5.0% $ 114,930
<FN>
- ---------------
Note:
(1) The grant date present value has been calculated using the Black-Scholes
method of option valuation. The model assumes the following: (a) an option
term of ten years; (b) an interest rate that represents the interest rate on
a U.S. Treasury bond with a maturity date corresponding to the ten year
option term; (c) volatility calculated using quarter-end stock prices for
the past five years (20
</TABLE>
17
<PAGE> 21
quarters) prior to grant date; and (d) the stock's annualized dividend yield
also over the past five years (20 quarters).
The following table shows, with respect to those same persons, information
regarding stock option exercises during 1993 and information regarding options
held at year end.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, DECEMBER 31,
SHARES 1993 1993(1)
ACQUIRED ------------- -------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ------------------------------ -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
A.C. Bersticker None N/A 94,125/ $1,790,261/
President and Chief 55,875 $ 274,811
Executive Officer
W.F. Bush None N/A 35,812/ $ 658,733/
Executive Vice President and 17,438 $ 95,055
Chief Operating Officer
H.R. Ortino 6,000 $134,660 29,437/ $ 507,053/
Executive Vice President and 17,438 $ 95,055
Chief Financial --
Administrative Officer
J.F. Fisher None N/A 21,375/ $ 382,684/
Senior Vice President -- 11,625 $ 63,364
Coatings, Colors and
Ceramics
F.A. Carragher 16,875 $402,986 18,937/ $ 297,068/
Senior Vice President -- 17,438 $ 95,055
Chemicals and Polymers
<FN>
- ---------------
Note:
(1) Value of unexercised in-the-money options is based on Ferro's NYSE closing
common stock price on December 31, 1993, of $32.00.
</TABLE>
PERFORMANCE SHARE PLAN AWARDS
No performance shares were awarded in 1993 pursuant to Ferro's practice of
granting awards every other year, instead of annually. See page 13 of this Proxy
Statement.
18
<PAGE> 22
RETIREMENT PLAN
Ferro maintains a non-contributory defined benefit retirement program for
eligible salaried employees, including officers. In general, as applied to the
senior officer group of Ferro the retirement program provides a monthly pension
at age 65 payable for life with a guarantee of 120 monthly payments. The monthly
retirement benefit payable to a participating employee who retires on or after
age 65 with 30 or more years of service is 50% of the monthly average of the
participant's covered compensation during the five consecutive calendar years in
which his covered compensation was the highest, reduced by 50% of his primary
Social Security benefit. If the participating employee has less than 30 years of
service, the monthly pension net benefit is reduced proportionately. Generally,
for purposes of the retirement program, covered compensation means basic salary
plus bonus plus payments made under the Performance Share Plan. Section 415 of
the Internal Revenue Code limits the annual benefits payable from the Ferro
Qualified Retirement Plan (to $115,641 per year for 1993). In addition, the
amount of covered compensation used to compute the Retirement Plan benefit is
limited by the Internal Revenue Code. In response to such limitations, Ferro has
adopted an Excess Benefits Plan. The Excess Benefits Plan will pay retirement
program benefits to participants in the Ferro Qualified Retirement Plan in
excess of those payable from the Qualified Plan. The following table shows
estimated annual benefits payable upon retirement under both the Retirement Plan
and the Excess Benefits Plan to persons with the specified years of service and
whose average annual covered compensation during the five consecutive calendar
years in which their covered compensation was the highest would be as indicated.
As of December 31, 1993, Messrs. Bersticker, Bush, Ortino, Fisher and Carragher
had 35, 29, 22, 34, and 14 years of service, respectively.
<TABLE>
<CAPTION>
YEARS OF SERVICE AT AGE 65
ASSUMED RETIREMENT IN 1993
COVERED ----------------------------------------------------
COMPENSATION 10 20 30 40
- --------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ 200,000 $ 31,077 $ 62,155 $ 93,232 $ 93,232
300,000 47,744 95,488 143,232 143,232
400,000 64,411 128,821 193,232 193,232
500,000 81,077 162,155 243,232 243,232
600,000 97,744 195,488 293,232 293,232
700,000 114,411 228,821 343,232 343,232
800,000 131,077 262,155 393,232 393,232
900,000 147,744 295,488 443,232 443,232
</TABLE>
19
<PAGE> 23
- ---------------
The five year average covered compensation for the individuals listed in
the Summary Compensation Table was: Mr. Bersticker, $683,083; Mr. Bush,
$371,038; Mr. Ortino, $323,134; and Mr. Fisher, $251,359. See page 21 of this
Proxy Statement for a description of an agreement entered into with Mr.
Carragher in 1993 pertaining to his retirement.
EXECUTIVE EMPLOYMENT AGREEMENTS
Ferro is a party to executive employment agreements (the "Executive
Employment Agreements") with 11 of its officers, including each of the
individuals (except Mr. Carragher) named in the summary compensation table on
page 15 of this Proxy Statement. The purpose of the Executive Employment
Agreements is to reinforce and encourage the continued attention and dedication
of these officers to their assigned duties without distraction in the face of
(i) solicitations by other employers and (ii) the potentially disturbing
circumstances arising from the possibility of a change in control of Ferro. To
that end, the Executive Employment Agreements obligate Ferro to provide certain
severance benefits, described below, to any of these officers whose employment
is terminated under certain circumstances.
Benefits are payable under the Executive Employment Agreements if the
officer's employment is terminated for reasons other than for cause, disability,
death or normal retirement or if the officer terminates his employment for "Good
Reason." Good Reason will exist if Ferro fails to honor any of its obligations
or responsibilities under certain designated sections of the Executive
Employment Agreement. Benefits are also payable if a successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of Ferro fails to expressly
assume the Executive Employment Agreements. The principal benefits to be
provided to the officers under the Executive Employment Agreements are (i) a
lump sum severance payment equal to a full year's compensation (base salary and
incentive compensation) multiplied by three in the cases of Messrs. Bersticker,
Bush and Ortino and multiplied by two in the case of the other officers with
whom Executive Employment Agreements were made, (ii) a lump sum calculated to
approximate the present value of the additional retirement benefits to which the
officer would have become entitled had he remained in the employment of Ferro
for the same number of years used in computing the lump sum severance payment,
(iii) continued participation in Ferro's employee benefit programs such as group
life, health and medical insurance coverage for the same number of years used in
comput-
20
<PAGE> 24
ing the lump sum severance payment, and (iv) a cash payment in an amount to
reimburse on an after tax basis that portion of any excise tax attributable to
payments or benefits described in items (i), (ii) and (iii) above.
As security for its payment of the benefits provided for in the Executive
Employment Agreements, Ferro has established, in accordance with its obligation
under the Executive Employment Agreements, an escrow account at National City
Bank and deposited into that escrow account a percentage of the amount which
would be payable to each of the officers under the Executive Employment
Agreements. No officer has a right to receive any amount in the escrow account
until Ferro has defaulted in its obligations to that officer under the Executive
Employment Agreement to which he is a party. Interest earned on the escrow
account is paid to the Company.
In 1993, Ferro entered into an agreement with Mr. Carragher which provides
for his compensation as a consultant to the Company after he steps down as
Senior Vice President, Chemicals and Polymers in March of 1994. This agreement
supersedes his executive employment agreement and a prior agreement with him
providing for supplemental retirement benefits. Under the 1993 agreement, Mr.
Carragher will be entitled to continued participation in certain employee
benefit plans and will be paid an aggregate salary of $660,800 for the period of
April 1, 1994 through February 4, 1997 in return for his services as a
consultant. Mr. Carragher will be deemed to have retired as of March 31, 1994
with respect to his rights under the Performance Share Plan and will be deemed
to have retired as of February 4, 1997 with respect to his rights under the
stock option plan. As a result of this agreement, Mr. Carragher's prior service
with the Company, and a supplemental pension agreement entered into with Mr.
Carragher on August 25, 1988, Mr. Carragher will be eligible, as of March 1,
1997, to participate in the Ferro Salaried Retiree Medical Program and will be
entitled to receive a pension of approximately $9,270 per month.
SHAREHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING
Any shareholder who intends to present a proposal at the 1995 annual
meeting and who wishes to have the proposal included in Ferro's proxy statement
and form of proxy for that meeting must deliver the proposal to Ferro not later
than November 15, 1994.
21
<PAGE> 25
MISCELLANEOUS
The accompanying proxy is solicited by the Board of Directors of Ferro and
will be voted in accordance with the instructions thereon if it is returned duly
executed and is not revoked. A shareholder may revoke his proxy without
affecting any vote previously taken, by giving notice to the Company in writing
or in open meeting.
Ferro will bear the cost of preparing and mailing this statement, with the
accompanying proxy and other instruments. Ferro will also pay the standard
charges and expenses of brokerage houses, or other nominees or fiduciaries, for
forwarding such instruments to and obtaining proxies from securities holders and
beneficiaries for whose account they hold registered title to shares of the
Company. In addition to using the mails, directors, officers and other employees
of Ferro, acting on its behalf, may also solicit proxies, and Georgeson & Co.,
New York, New York, has been retained, at an estimated cost of $10,000 plus
expenses, to aid in the solicitation of proxies from brokers, institutional
holders and individuals who own a large number of shares. Proxies may be
solicited personally, by telephone, or by telegram.
The record date for determination of shareholders entitled to vote at the
1994 annual meeting is February 25, 1994. On that date the outstanding voting
securities of Ferro were shares of Common Stock, having a par value
of $1 each and shares of Series A ESOP Convertible Preferred Stock.
Each share has one vote and the Common Stock and the Series A ESOP Convertible
Preferred Stock vote together as a single class.
Under the General Corporation Law of Ohio, if notice in writing is given by
any shareholder to the President or any Vice President or the Secretary of
Ferro, not less than forty-eight hours before the time fixed for holding the
meeting, that the shareholder desires that the voting for election of directors
shall be cumulative, and if an announcement of the giving of such notice is made
upon the convening of the meeting, each shareholder will have cumulative voting
rights. Cumulative voting means that each shareholder is entitled to that number
of votes equal to the number of shares that he owns multiplied by the number of
directors to be elected. Each shareholder may cast all of his votes for a single
nominee or may distribute his votes among as many nominees as he sees fit. As
indicated on page 1 of this Proxy Statement, if the election of directors is by
cumulative voting the persons appointed by the accompanying proxy intend to
cumulate the votes represented by the proxies they receive and distribute such
votes in accordance with their best judgment. Those nominees receiving the
largest number of votes for the director positions to be filled will be elected
to those positions. Abstentions will be deemed to be present for the
22
<PAGE> 26
purpose of determining a quorum for the meeting, but will be deemed not voting
on the issues or matters as to which the abstention is applicable.
So far as the management is aware, no matters other than those outlined in
this Proxy Statement will be presented to the meeting for action on the part of
the shareholders. If any other matters are properly brought before the meeting,
it is the intention of the persons named in the accompanying proxy to vote
thereon the shares to which the proxy relates, in accordance with their best
judgment.
FERRO CORPORATION
P. B. CAMPBELL, Secretary
March 14, 1994
23
<PAGE> 27
To: Securities and Exchange Commission
From: Ferro Corporation
Subject: Memorandom of Differences between the EDGAR filing and the printed
Proxy Statement.
A picture of each director appears next to his or her biography on pages 4
through and including 8.
<PAGE> 28
FERRO CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Ferro Corporation hereby appoints A. C.
Bersticker, H. R. Ortino, and P. B. Campbell, the Proxies of the undersigned to
vote the shares of the undersigned at the 1994 annual meeting of shareholders of
said Corporation and any adjournment thereof upon the following:
THE BOARD OF DIRECTORS RECOMMENDS VOTES BE CAST FOR PROPOSALS 1, 2 AND 3.
(1) ELECTION OF DIRECTORS: Glenn R. Brown, William E. Butler, Paul B. Campbell,
John C. Morley and Hector R. Ortino for terms expiring in 1997.
/ / FOR all nominees (except as marked to the contrary) / / WITHHOLD
AUTHORITY to vote for all nominees
(INSTRUCTION: If you wish to withhold authority to vote for any
individual nominee, strike a line through the
nominee's name in the list above.)
(2) RATIFICATION OF THE DESIGNATION OF KPMG PEAT MARWICK AS INDEPENDENT
AUDITORS.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to adopt an amendment of Article Fourth of the Company's Articles
of Incorporation, along with any necessary conforming amendments, to
increase the number of authorized shares of common stock to 150,000,000.
/ / FOR / / AGAINST / / ABSTAIN
(4) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
(Continued, and to be signed on other side)
PROXY NO. (Continued from other side) SHARES
IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE
UNDERSIGNED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2
AND 3.
Dated................., 1994
............................
Signature
............................
Signature if held jointly
NOTICE: When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as such. A proxy
given by a corporation
should be signed in the
corporate name by the
chairman of its board of
directors, its president,
vice president, secretary,
or treasurer.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Proxy Card
<PAGE> 29
FERRO CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: NATIONAL CITY BANK, CLEVELAND, OHIO
TRUSTEE UNDER THE FERRO CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
I hereby direct that the voting rights pertaining to shares of stock of
Ferro Corporation held by you, as Trustee, and allocated to my account shall be
exercised at the 1994 annual meeting of shareholders of said Corporation and any
adjournment thereof to vote:
THE BOARD OF DIRECTORS RECOMMENDS VOTES BE CAST FOR PROPOSALS 1, 2 AND 3.
(1) ELECTION OF DIRECTORS: Glenn R. Brown, William E. Butler, Paul B. Campbell,
John C. Morley and Hector R. Ortino for terms expiring in 1997.
/ / FOR all nominees (except as marked to the contrary) / / WITHHOLD
AUTHORITY to vote for all nominees
(INSTRUCTION: If you wish to withhold authority to vote for any
individual nominee, strike a line through the
nominee's name in the list above.)
(2) RATIFICATION OF THE DESIGNATION OF KPMG PEAT MARWICK AS INDEPENDENT
AUDITORS.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to adopt an amendment of Article Fourth of the Company's Articles
of Incorporation, along with any necessary conforming amendments, to
increase the number of authorized shares of common stock to 150,000,000.
/ / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on other side)
(Continued from other side)
(4) In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE
UNDERSIGNED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2
AND 3. THE TRUSTEE IS ALSO DIRECTED TO VOTE THE UNDERSIGNED'S PRORATA PORTION OF
ALL OF THE TRUSTEE'S UNALLOCATED AND/OR UNVOTED SHARES IN THE SAME MANNER AS THE
UNDERSIGNED HAS DIRECTED ON THE REVERSE SIDE HEREOF.
Dated................., 1994
............................
Signature
NOTICE: When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as such.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Proxy Card
