<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MANVILLE CORPORATION
(Name of Registrant as Specified In Its Charter)
MANVILLE CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 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:*
(4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
Notes:
<PAGE>
April 5, 1994
Dear Stockholders:
The Board of Directors of Manville Corporation joins me in extending to you
a cordial invitation to attend the 1994 Annual Meeting of Stockholders in
Denver, Colorado, on Friday, June 3, 1994.
The formal business scheduled for the Annual Meeting is the election of
Directors and the ratification of the appointment of Coopers & Lybrand as
independent accountants of the Company. The Board of Directors recommends a
vote For the election of the Board's nominees for Directors and For ratification
of the appointment of Coopers & Lybrand.
A review of Manville's 1993 operations and our plans for the future will be
presented after the formal business of the Annual Meeting has been completed.
Officers and Directors will be available to answer your questions.
The enclosed Annual Report contains our letter to stockholders, a financial
and operating review and outlook, audited financial statements and other
information of topical interest.
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We hope you will join us in Denver at the Hyatt Regency Downtown, 1750 Welton
Street, Denver, CO 80202, at 10:00 a.m. on Friday, June 3, 1994. WHETHER OR
NOT YOU PLAN TO ATTEND, WE URGE YOU TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENVELOPE PROVIDED SO THAT AS MANY SHARES AS POSSIBLE
MAY BE REPRESENTED AT THE MEETING. NO POSTAGE IS NEEDED IF THE PROXY CARD IS
MAILED IN THE UNITED STATES.
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If you do plan to attend the meeting in Denver, please check the
appropriate box on your proxy card.
I look forward to meeting with you in Denver.
Sincerely,
/s/ W. T. STEPHENS
W. T. STEPHENS
Chairman of the Board, President,
Chief Executive Officer and a Director
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Holders of Manville Corporation Common Stock:
The Annual Meeting of Stockholders of Manville Corporation will be held on
Friday, June 3, 1994 at 10:00 a.m., at the Hyatt Regency Downtown, 1750 Welton
Street, Denver, Colorado 80202, to:
(i) elect Directors of the Company to hold office until the next
Annual Meeting of Stockholders and until their respective
successors are elected and qualified;
(ii) ratify the appointment of the firm of Coopers & Lybrand as
independent accountants of the Company for the year 1994; and
(iii) transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only holders of Common Stock of record at the close of business on April
5, 1994, the record date, will be entitled to vote at the Annual Meeting.
This Notice, Proxy Statement and the enclosed proxy card are sent to you
by order of the Board of Directors.
April 5, 1994
Richard B. Von Wald
Senior Vice President,
General Counsel and Secretary
Manville Corporation
P.O. Box 5108
Denver, CO 80217-5108
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It is important that stockholders, whether or not they expect to attend the
Annual Meeting, fill in, date and sign the enclosed proxy card and promptly
return it in the enclosed envelope. No postage is needed if the proxy card is
mailed in the United States.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Proxy Statement............................................................ 1
Election of Directors (Proxy Item No. 1)................................... 1
Executive Officers of the Company....................................... 9
Board Attendance........................................................ 9
Committees of the Board of Directors.................................... 9
Certain Relationships and Related Transactions.......................... 10
Compensation of Directors............................................... 11
Executive Compensation..................................................... 12
Report of Compensation Committee........................................ 12
Compensation Summary.................................................... 15
Aggregated Option/SAR Exercises in the Last Fiscal Year and
Year-End Option/SAR Values.......................................... 19
Pension Plan............................................................ 21
Employment Agreements................................................... 23
Performance Graph....................................................... 24
Security Ownership of Certain Beneficial Owners and Management............. 26
Security Ownership of Certain Beneficial Owners......................... 26
Security Ownership of Management........................................ 26
Ratification of Appointment of Independent Accountants (Proxy Item No. 2).. 28
Other Business............................................................. 28
Voting Procedures.......................................................... 28
Stockholder Proposals for 1995 Annual Meeting.............................. 29
</TABLE>
"Manville" or the "Company" when used in this Proxy Statement refers to Manville
Corporation, incorporated in the State of Delaware in 1981, as well as, where
applicable, its consolidated subsidiaries, including Riverwood International
Corporation ("Riverwood") and Schuller International, Inc. ("Schuller") of which
Manville owns approximately 81.5% and 100%, respectively.
i
<PAGE>
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Manville
Corporation, with principal offices at Manville Plaza, 717 17th Street, Denver,
Colorado 80202, and is revocable at any time by the person giving it prior to
its use at the Annual Meeting. If signed and returned, it will authorize the
persons named as Proxies to vote on the matters referred to therein. The
authority conferred by all properly executed proxies will be exercised by such
persons as specified therein.
Only holders of the Company's common stock, $.01 par value ("Common Stock")
of record at the close of business on April 5, 1994, the record date, are
entitled to notice of, and to vote at, the Annual Meeting. At the close of
business on that date, 122,385,436 shares of the Company's Common Stock were
outstanding, which constituted the only outstanding class of voting securities
of the Company. Each share of Common Stock is entitled to one vote. The shares
may not be voted on a cumulative basis.
Any stockholder giving a proxy in the form accompanying this Proxy
Statement has the power to revoke the proxy before its use. A proxy can be
revoked by (i) an instrument of revocation delivered before the Annual Meeting
to the Secretary of the Company at the Company's principal executive offices;
(ii) a duly executed proxy bearing a later date or time other than the date or
time of the proxy being revoked; or (iii) voting in person at the Annual
Meeting. Attendance at the Annual Meeting will not by itself revoke a proxy.
The cost of soliciting proxies will be borne by the Company. In addition
to solicitation of proxies by mail, proxies may be solicited by the Company's
Directors, officers and other employees by personal interview, telephone and
telegram. Such persons will receive no additional compensation for such
services. The Company requests that brokerage houses and other custodians,
nominees and fiduciaries forward solicitation materials to the beneficial owners
of shares of Common Stock held of record by such persons. The Company will
reimburse such brokers and other fiduciaries for their reasonable out-of-pocket
expenses incurred when the solicitation materials are forwarded.
This Proxy Statement and the enclosed proxy card are first being sent to
holders of Common Stock on or about April 5, 1994.
ELECTION OF DIRECTORS
(Proxy Item No. 1)
Unless marked specifically to the contrary, proxies will be voted For the
election as Directors of the persons named below. Directors shall be elected by
a plurality of the votes cast at the Annual Meeting by the holders of shares
entitled to vote in the election. Each Director of the Company shall hold
office until the next Annual Meeting of Stockholders and until his or her
successor is elected and duly qualified. If any nominee should be unable to
serve as Director, an event not now anticipated, proxies may be voted in favor
of substitute nominees designated by the Board of Directors. All nominees have
indicated their willingness to serve. There is no family relationship between
any of the nominees.
Effective November 28, 1988, Manville consummated its Plan of
Reorganization (the "Plan") under Chapter 11 of the United States Bankruptcy
Code. A copy of such Plan is available upon request from the Company. Under
the terms of the Plan, the Manville Personal Injury Settlement Trust (the
"Trust"), established to handle asbestos-health claims arising out of the
Company's operations, is entitled to approve two of the Company's nominees for
Director. Robert A. Falise, Chairman and Managing Trustee of the Trust, Louis
Klein, Jr. and Christian E. Markey, Jr., Trustees of the Trust, presently are
members of the Company's Board and are nominees for election to the Board at the
1994 Annual Meeting. The Trust has agreed that two Trustees elected to the
Company's Board satisfy their right of approval.
1
<PAGE>
Bette B. Anderson Effective January 1, 1991, Ms. Anderson was
President, elected President of Kelly, Anderson & Associates,
Kelly, Anderson & Inc., a Washington, D.C.-based management
Associates, Inc. consulting and business development firm. The
Director since 1989 firm provides strategic management, market
Age: 65 strategy and government relations services to a
wide range of U.S. and international clients.
Prior to her current position, Ms. Anderson served
as managing partner of the consulting firm
Anderson, Benjamin, Read & Haney, Inc. from 1984
to 1989, and Gray & Company from 1981 to 1983.
Ms. Anderson was the first woman to serve as Under
Secretary of the Treasury. From 1977 to 1981, she
was responsible for the Treasury's Office of
Administration; the Office of Enforcement and
Operations; the U.S. Secret Service; the Bureau of
Alcohol, Tobacco and Firearms; the U.S. Customs
Service; the Bureau of the Mint; the Bureau of
Engraving and Printing; the Bureau of Governmental
Financial Operations; the Office of the Treasurer
of the United States; and the Savings Bond
Program. Before her nomination to the Treasury
post, Ms. Anderson was Senior Vice President in
charge of credit administration for the Citizens
and Southern National Bank of Savannah, Georgia,
where she began her banking career in 1947. Ms.
Anderson was educated at Georgia Southern College
and the Stonier Graduate School of Banking of
Rutgers University. Ms. Anderson serves on the
Boards of Directors of Riverwood International
Corporation, ITT Corporation and ITT Financial
Corporation. She is Chairperson of the U.S.
Treasury Historical Association, and is a member
of the Council for the Miller Foundation at the
University of Virginia, the Advisory Council of
the Girl Scouts of the United States of America,
and the National Commission to Ensure a Strong
Competitive Airline Industry. She also served a
four-year appointment as Director for the
Metropolitan Washington Airport Authority. Ms.
Anderson is Chairperson of the Compensation
Committee and a member of its Audit, Board
Organization and Operation, Executive and Health,
Safety and Environment Committees.
2
<PAGE>
John C. Burton Mr. Burton is the Ernst & Young Professor of
Ernst & Young Professor of Accounting and Finance at the Columbia University
Accounting and Finance, Graduate School of Business, where he previously
Columbia University served as Dean from 1982 to 1988. Before
Graduate School of returning to Columbia University in 1978, he
Business served as Deputy Mayor for Finance of the City of
Director since 1989 New York from 1976 to 1977 and as Chief Accountant
Age: 61 of the Securities and Exchange Commission in
Washington, D.C. from 1972 to 1976. Mr. Burton
received his B.A. degree from Haverford College
and his M.B.A. and Ph.D. degrees from Columbia
University. Mr. Burton is a Director of Commerce
Clearing House, Inc., CPAC, Inc., Scholastic Inc.
and Salomon Swapco, Inc. (a wholly owned
subsidiary of Salomon Brothers Inc). From 1991 to
1994, he was a public governor of the National
Association of Securities Dealers. He is also the
author of numerous books and articles on
accounting and financial subjects. Mr. Burton is
a member of both the Consultants' Panel of the
Comptroller General of the United States and the
Board of Trustees of Millbrook School. Mr. Burton
is a member of the Audit and Health, Safety and
Environment Committees.
Ernest H. Drew Dr. Drew is the President, Chief Executive Officer
President, Chief Executive and a Director of Hoechst Celanese Corporation, an
Officer and Director, international company formed in 1987 through the
Hoechst Celanese merger of American Hoechst Corporation and
Corporation Celanese Corporation. Hoechst Celanese
Director since 1989 Corporation, a wholly owned subsidiary of Hoechst
Age: 56 AG of Frankfurt, Germany, holds leading positions
in chemicals, fibers and film, advanced materials
and technologies, and the life sciences. He was
named to his positions in 1988. Prior to that
time, Dr. Drew served as President and Chief
Operating Officer from 1987 to 1988, Group Vice
President and Director of the Fibers and Chemicals
Division from 1986 to 1987 and President of the
Celanese Fibers Operation from 1984 to 1986. He
received his B.S. degree in Chemistry from the
University of Georgia and his M.S. and Ph.D in
Organic Chemistry from the University of Illinois.
From 1962 to 1965 he served in the U.S. Air Force
where he attained the rank of Captain. Dr. Drew
also serves on the Boards of Trustees for Hampton
University and Drew University, and is a Director
of Riverwood International Corporation, Thomas and
Betts Corporation and Public Service Enterprise
Group Incorporated. Dr. Drew serves as the
Chairman of the Health, Safety and Environment
Committee and is a member of the Compensation and
Executive Committees.
3
<PAGE>
Robert A. Falise Mr. Falise was elected a Trustee of the Trust in
Chairman and Managing December 1991, and became its Chairman and
Trustee, Managing Trustee in January 1992. From 1989
Manville Personal Injury through December 1991, Mr. Falise was engaged in
Settlement Trust the private practice of law specializing in
Director since 1992 corporate restructuring and the enhancement of
Age: 61 shareholder value. From 1987 to 1989, he served
as Executive Vice President and Group Executive of
Irving Bank Corporation and Irving Trust Company
of New York. From 1980 to 1987, he was Vice
President and General Attorney of RCA Corporation.
From 1966 to 1980, he was Vice President, General
Counsel and Secretary of Dictaphone Corporation.
Prior to that, Mr. Falise was in the private
practice of corporate law in New York City and
served in 1960-61 as Assistant Director of the
U.S. Commission on Civil Rights in Washington,
D.C., and, earlier, as an Army Judge Advocate
Officer specializing in international law in the
Pentagon. A graduate of Columbia College, Mr.
Falise received his J.D. from Columbia University
School of Law. Mr. Falise is a Director of
Riverwood International Corporation, the Caramoor
Museum and Center for the Performing Arts,
Westchester County, New York. Mr. Falise is
Chairman of the Board Organization and Operation
Committee, and a member of its Audit, Compensation
and Executive Committees.
Robert E. Fowler, Jr. Mr. Fowler is President, Chief Operating Officer
President and and a Director of Vigoro Corporation, a leading
Chief Operating Officer, North American producer and distributor of potash,
Vigoro Corporation nitrogen-based fertilizers and related products.
Director since 1989 He previously served as President and Chief
Age: 58 Executive Officer of BCC Industrial Services,
Inc., located in New York City. He was the
Chairman, Chief Executive Officer and President of
Josephson Office Products, Inc., from 1987 to
1990. Prior to that time he served as President
and Chief Operating Officer of Rubbermaid Inc.
from 1981 to 1987. His career prior to joining
Rubbermaid Inc. included 24 years with General
Electric Company where he became a corporate Vice
President in 1978. Mr. Fowler has a bachelor's
degree in Chemical Engineering from Vanderbilt
University. He also serves as a Director of
Riverwood International Corporation, Arvin
Industries, Inc. and Alltrisa Corporation. Mr.
Fowler is a member of the Board Organization and
Operation, Compensation and Health, Safety and
Environment Committees.
4
<PAGE>
Todd Goodwin Mr. Goodwin is a General Partner of the New York
Partner, investment banking firm Gibbons, Goodwin, van
Gibbons, Goodwin, Amerongen ("GGvA"). Prior to joining GGvA in
van Amerongen 1984, he was a managing director of Merrill Lynch
Director since 1991 and a partner of White Weld. Mr. Goodwin is
Age: 62 currently a Director of Riverwood International
Corporation, Horace Mann Educators Corporation,
Robert Half International, Rival Company, Schult
Homes, Wells Aluminum, Merrill Lynch Institutional
Fund, Merrill Lynch Government Fund, and is a
Trustee of Merrill Lynch Institutional Tax Exempt
Fund, Merrill Lynch Intermediate Fund and Merrill
Lynch Treasury Fund. He received his A.B. from
Harvard College in 1954. Mr. Goodwin is a member
of the Audit Committee.
Michael N. Hammes Mr. Hammes is Chairman of the Board and Chief
Chairman and Chief Executive Officer of The Coleman Corporation, a
Executive Officer, global marketer and manufacturer of products used
The Coleman Corporation in the outdoor recreation and hardware industries.
Director since 1992 Mr. Hammes was Vice Chairman of The Black & Decker
Age: 52 Corporation, and prior to that was Vice President-
International Operations for Chrysler Corporation,
as well as serving in a number of positions at
Ford Motor Corporation with whom he was affiliated
for 20 years. He was a financial analyst with
Equitable Investments Company before joining Ford
Motor Corporation. He holds a bachelor's degree
from Georgetown University School of Foreign
Service in International Economics/Foreign Trade
and an M.B.A. in Finance from New York University.
Mr. Hammes is a Director of International
Technology Corporation and a member of the
Development Board of the College of Business of
Eastern Michigan University, and a member of the
Board of Trustees of Center Stage Associates, a
professional regional theater based in Baltimore.
He is a member of the Audit and Compensation
Committees.
John Nils Hanson Mr. Hanson has been Chief Operating Officer and
Chief Operating Officer, President of Joy Technologies, Inc. in Pittsburgh,
President, and Director, Pennsylvania, since 1993. Joy Technologies, Inc.
Joy Technologies, Inc. ("Joy") is a manufacturer of underground mining
Director since 1992 machinery and environmental equipment. From 1990
Age: 52 until he was elected President and a member of the
Board, he ran the Mining Machinery Group. Prior to
1990, he served as Vice President for
Caterpillar, Inc., and President of Solar
Turbines Incorporated. From 1973 to 1980, Mr.
Hanson held various positions with Gould Inc. He
began his career with Westinghouse Electric
Corporation in 1965 and held various positions
with Westinghouse until 1973. From 1970 to 1971,
he was a White House Fellow and served as
Executive Assistant to the United States
Secretary of Labor. He received his bachelor's
degree in Chemical Engineering from Massachusetts
Institute of Technology in 1964. In 1965, he also
earned a master's degree in Nuclear Engineering
from M.I.T. His doctorate degree was obtained
from Carnegie Mellon University in Nuclear
Science in 1969. Mr. Hanson is a member of the
Audit and Health, Safety and Environment
Committees.
5
<PAGE>
Louis Klein, Jr. Mr. Klein, a financial consultant in New York
Trustee, City, was elected a Trustee of the Trust in
Manville Personal Injury December 1991. Previous positions included
Settlement Trust Chairman and Chief Executive Officer of Stendig
Director since 1992 Inc., an importer and national marketer of
Age: 58 prestige contract and residential furniture and
textiles; Chairman and Chief Executive Officer of
Victoreen Inc., a manufacturer and international
marketer of radiation detection and measurement
equipment; Managing Director-Corporate Finance of
Neuberger & Berman; Managing Director of Ardshiel
Associates Inc.; Chairman, President and Chief
Executive Officer of Hemdale Enterprises, Inc.; a
partner of E.M. Warburg, Pincus & Co.; and a
Senior Associate of Lazard Freres & Co. Mr. Klein
has been a court-appointed trustee in the
divestiture of several businesses pursuant to
consent decrees or final orders involving the U.S.
Department of Justice and the Federal Trade
Commission. Mr. Klein received his A.B. degree
from Harvard College and J.D. degree from Columbia
Law School. Mr. Klein serves on the Board of
Directors of Riverwood International Corporation
and OCTuS, Inc. He is a member of the Audit and
Compensation Committees.
Stanley J. Levy Mr. Levy is a senior partner in the law firm of
Senior Partner, Levy Phillips & Konigsberg and has specialized in
Levy Phillips & Konigsberg environmental, toxic tort, product liability and
Director since 1988 securities litigation for the past thirty years.
Age: 59 He is a graduate of Harvard University and
Columbia Law School, and served as Chairman of the
official committee representing current
asbestos-health claimants in the Company's
reorganization proceedings. Mr. Levy's firm
represents various personal injury claimants and
owners of real property who either filed or will
file claims against the Trust or the Manville
Property Damage Settlement Trust. Under
Manville's Plan, these claims cannot be asserted
against the Company. He is a member of the
American Bar Association, the Bar Association of
the City of New York and the Association of Trial
Lawyers of America, and has served as an Assistant
Attorney General of the State of New York and as a
member of the Town of North Hempstead Public
Employees' Relations Board. Mr. Levy is a member
of the Audit and Health, Safety and Environment
Committees.
6
<PAGE>
Christian E. Markey, Jr. A graduate of U.C.L.A. School of Law and a veteran
Trustee, of the United States Marine Corps, Judge Markey
Manville Personal Injury served as Vice President and General Counsel of
Settlement Trust the University of Southern California from 1988
Director since 1992 until his retirement in 1993. A Trustee of the
Age: 64 Trust since its inception, Judge Markey served as
a Superior Court judge from 1974 to 1988,
following his appointment by Ronald Reagan, then
governor of California. Prior to 1974, he was
engaged in the private practice of law in
California. Judge Markey lectures and teaches at
the Whittier College School of Law, the University
of Southern California Law Center and at various
national and international institutes. He is a
former member of the Board of Regents of the
University of California. In addition, Judge
Markey has been appointed to the Commission on
Judicial Performance by the California Supreme
Court. Judge Markey was founding Chairman of the
Board of the Southern California Center for Law in
the Public Interest. He received the Chief
Justice Roger Traynor Award from the Los Angeles
Trial Lawyers for his extraordinary devotion to
justice. Judge Markey is a Director of Riverwood
International Corporation and a member of the
Board Organization and Operation, Compensation and
Health, Safety and Environment Committees.
W. Thomas Stephens Mr. Stephens was appointed President and Chief
Chairman of the Board, Executive Officer of Manville in 1986 and
President and Chief appointed Chairman of the Board of Manville on
Executive Officer, June 1, 1990. Prior to that time, he held the
Manville Corporation position of Executive Vice President and Chief
Director since 1986 Financial Officer from 1984 to 1986. Mr. Stephens
Age: 51 earned his B.S. and M.S. degrees in Industrial
Engineering from the University of Arkansas in
1965 and 1966, respectively. Mr. Stephens joined
Olinkraft, Inc., the predecessor to Riverwood
International USA, Inc., Riverwood's primary
operating subsidiary, in 1963. Mr. Stephens
serves as Chairman of the Board of Directors of
Riverwood International Corporation and is a
Director of Ball Corp. and Public Service Company
of Colorado Inc. He is Chairman of the Executive
Committee and is a member of the Board
Organization and Operation Committee.
Will M. Storey Effective March 1, 1991, Mr. Storey was elected
Executive Vice President Executive Vice President, Chief Financial Officer
and Chief Financial and Director of American President Companies,
Officer, American President Ltd., a multi-modal transportation corporation
Companies, Ltd. with headquarters located in Oakland, California.
Director since 1988 From May 1989 to February 1991, Mr. Storey served
Age: 62 as Vice Chairman of Manville. From 1982 to 1988,
Mr. Storey was Vice Chairman and Chief Financial
Officer of Federated Department Stores, Inc., and
prior to that time was Executive Vice President at
Boise Cascade Corporation. He has a B.S. degree
from Oregon State University and is a Certified
Public Accountant. He is a Director of Riverwood
International Corporation, T.I.S. Mortgage
Investment Company and Albertson's Inc. Mr.
Storey serves as Chairman of the Audit Committee
and is a member of the Compensation and Executive
Committees.
7
<PAGE>
Raymond S. Troubh Mr. Troubh is a financial consultant in New York
Financial Consultant City and a former governor of the American Stock
Director since 1988 Exchange. He is a graduate of Bowdoin College and
Age: 67 Yale Law School, and was a general partner of
Lazard Freres & Co., an investment banking firm.
Mr. Troubh is a Director of Riverwood
International Corporation, ADT Limited, American
Maize-Products Company, Applied Power Inc., ARIAD
Pharmaceuticals, Inc., Becton, Dickinson and
Company, Benson Eyecare Corporation, Foundation
Health Corporation, General American Investors
Company, The Olsten Corporation, Time Warner, Inc.
and Wheeling-Pittsburgh Corporation. He is a
member of the Audit, Compensation and Executive
Committees.
8
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The names, ages (as of March 31, 1994) and offices of the Chief Executive
Officer and other executive officers of the Company, as of the end of 1993, are
listed below. The Company knows of no family relationship among them. Except
for Charles Engles, each of the named executive officers has for five years or
more served in a managerial or executive capacity with the Company.
Mr. Engles joined the Company in 1989. From 1983 to 1989, he was Senior
Vice President and West Coast Office Manager for the New York-based Trump Group,
a family-owned leveraged buy-out firm.
<TABLE>
<CAPTION>
Officer Age Office
------- --- ------
<S> <C> <C>
W. Thomas Stephens 51 Chairman of the Board, President,
Chief Executive Officer and a Director
Richard A. Kashnow 52 President, Schuller International, Inc.
Richard B. Von Wald 51 Senior Vice President, General Counsel and
Secretary
Robert E. Cole 44 Senior Vice President, Corporate Finance
Charles R. Engles 46 Senior Vice President, Corporate Development
</TABLE>
BOARD ATTENDANCE
During 1993, the Board of Directors of the Company had 11 meetings. With
the exception of Mr. Hammes, all Directors attended a minimum of 75% of the
Board of Directors and Committee meetings of which the Director was a member.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has five standing Committees: Audit,
Board Organization and Operation, Compensation, Executive and Health, Safety and
Environment.
Audit Committee
At the first meeting of the Board of Directors following the Annual Meeting
of Stockholders held on June 4, 1993, the Directors approved a proposal to
combine the Audit and Finance Committees. At the August 4, 1993 Board of
Directors meeting, the Directors eliminated the combined committee and
reinstated the Audit Committee. The combined Committee did not meet during
1993. The Audit Committee met four times and the Finance Committee met twice
during 1993. Matters previously within the purview of the Finance Committee
concerning the financing of the Company and its operations, the payment of
dividends and the management of trusteed benefit plans are now addressed by the
full Board of Directors.
The Audit Committee is currently comprised of Ms. Anderson and Messrs.
Burton, Falise, Goodwin, Hammes, Hanson, Klein, Levy, Storey (Chairman) and
Troubh. The Audit Committee meets regularly with the Company's internal
auditor, independent public accountants, and operating and financial management.
The principal functions of the Audit Committee are to: review and report to the
Board regarding the annual financial statements and filings with the Securities
and Exchange Commission; review and report to the Board with regard to
accounting issues significant to the Company; review and report to the Board
with regard to internal auditing, accounting and financial
9
<PAGE>
controls; review and report to the Board with respect to the appointment of
independent public accountants, the annual audit by the independent public
accountants, including the scope of the audit, and the compensation of the
independent public accountants for both audit and non-audit services; review
and report to the Board with regard to the Company's policies governing
compliance with laws and regulations, ethics and conflicts of interest and any
significant instances of employee misconduct; and review summaries of travel and
entertainment expenses of all officers of the Company.
Committee on Board Organization and Operation
The Committee on Board Organization and Operation is currently comprised of
Ms. Anderson and Messrs. Falise (Chairman), Fowler, Markey and Stephens. The
Committee met four times during 1993. The Committee on Board Organization and
Operation considers and makes recommendations to the Board with regard to
composition of the Board and matters relating to the organization, operation,
function, compensation and procedures of the Board and its Committees.
Persons recommended by stockholders of the Company as suitable nominees for
the position of Director are referred to the Committee on Board Organization and
Operation for its consideration. Stockholders wishing to recommend persons for
election to the position of Director should send their recommendations to the
Secretary of the Company.
Compensation Committee
The Compensation Committee is currently comprised of Ms. Anderson
(Chairperson) and Messrs. Drew, Falise, Fowler, Hammes, Klein, Markey, Storey
and Troubh. The Compensation Committee met four times during 1993. The
principal functions of the Compensation Committee are to: approve and report to
the Board with respect to executive compensation, except those matters relating
to the compensation of the Chief Executive Officer, which is approved by the
full Board; review employee benefit programs and approve or recommend changes
therein to the Board; and review with the Chief Executive Officer matters
relating to management development and succession.
Executive Committee
The Executive Committee is currently comprised of Ms. Anderson and Messrs.
Drew, Falise, Stephens (Chairman), Storey and Troubh. The Executive Committee
did not meet during 1993. The Executive Committee is delegated the authority of
the full Board during the intervals between Board meetings insofar as may be
lawful, except for actions relating to the declaration or payment of dividends.
The Executive Committee has the responsibility to report actions taken by it to
the full Board at the next meeting of the Board.
Health, Safety and Environment Committee
The Health, Safety and Environment Committee is currently comprised of Ms.
Anderson and Messrs. Burton, Drew (Chairman), Fowler, Hanson, Levy and Markey.
The Health, Safety and Environment Committee met twice during 1993. The
principal functions of the Health, Safety and Environment Committee are to
provide oversight and to report and make recommendations to the Board with
respect to the Company's activities relating to health, safety and environmental
issues and product safety.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Trust owns approximately 80% of the Company's Common Stock and by virtue
of such stock ownership is free to nominate and elect Manville Directors as the
Trust determines. Three of the Company's fourteen Directors, Robert A. Falise,
Chairman and Managing Trustee, Louis Klein, Jr. and Christian E. Markey, Jr. are
Trustees of the Trust. As described in the Plan and related exhibits, various
payments to the Trust are to be made by Manville in the future and certain funds
in this regard have already been transferred. Under the Plan, the Trust was
funded with assets, including fifty percent of
10
<PAGE>
Manville's Common Stock and convertible preferred stock entitling the Trust to
increase its Common Stock holdings to approximately eighty percent (which
increase took place in December 1992), Manville bonds, and the right to receive
up to 20% of Manville's annual profits. In conjunction with the settlement of a
class action lawsuit in November 1990, the Company and the Trust entered into a
series of agreements (the "Arrangement") designed to enhance the Trust's
liquidity. Final court approval of the class action settlement was a condition
to certain aspects of the Arrangement. In December 1992, an appeals court
reversed the settlement of the class action. The decision of the appeals court
became final resulting in the termination of certain aspects of the Arrangement.
For further discussion of the Plan and the Arrangement, see Footnotes 2 and 4 of
the Company's Financial Statements contained in the enclosed Manville
Corporation 1993 Annual Report.
COMPENSATION OF DIRECTORS
W. T. Stephens is the only Director who is employed by the Company. He
receives no fees for serving as a Director in addition to his regular
compensation.
During 1993, Ms. Anderson and Messrs. Falise, Klein, Storey and Troubh each
provided services as a Director of the Company in addition to their services as
members of the Board of Directors. For those additional services, Ms. Anderson,
Messrs. Klein and Troubh each received $500; Mr. Falise received $1,000; and Mr.
Storey received $1,500.
All non-employee Directors except Messrs. Falise, Klein and Markey
subsequent to October 1, 1993, receive an annual retainer of $25,000, $1,000 for
each Board meeting attended and $750 for each Committee of the Board meeting
attended. Effective June 1, 1993, each Director (other than Messrs. Falise and
Stephens) who serves as a Committee Chairman is paid an additional $2,500 per
year. From January 1993 through September 30, 1993, payment of Directors' fees
were made directly to the Trustees of the Trust who served as Directors.
Commencing October 1, 1993, Director's fees earned by the Company's Directors
who are Trustees of the Trust were paid directly to the Trust pursuant to an
amendment of the Manville Personal Injury Settlement Trust Agreement (the "Trust
Agreement").
George C. Dillon was retained as a consultant by the Company during 1993 and
received consulting fees of $5,000 for his services. Mr. Dillon retired as a
Director on June 4, 1993.
In 1988, the Company adopted a retirement program for non-employee Directors
of the Company which provides for continued payment of the annual retainer in
effect at the time of the Director's retirement. If the retiring Director has
served as a Director of the Company for five or more years and has attained age
70, continued payment of the retainer is for life. If the retiring Director has
served as a Director for five or more years but has not attained age 70, the
retainer continues for a period of years equal to the number of years of service
or for life, whichever is less. No retirement benefits are paid to any Director
retiring with less than five years service.
In November 1992, the Company entered into an irrevocable trust arrangement
with an independent financial institution to fund the retirement benefits
expected to be paid to retiring Directors. The irrevocable trust was funded
with $1,500,000, an amount determined by an independent actuary to be sufficient
as of October 27, 1992 to fund the anticipated retirement benefits payable to
retired or retiring Directors. In August, 1993, $275,000 of supplemental
funding was contributed to the irrevocable trust based on the calculations of an
independent actuary.
11
<PAGE>
EXECUTIVE COMPENSATION
Report of the Compensation Committee
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of independent outside Directors. The Board of Directors has
delegated to the Committee the responsibility for establishing and administering
the Company's executive compensation plans subject to the Board's final approval
of major new compensation systems and the Chief Executive Officer's
compensation. The Committee consults with outside compensation consultants,
attorneys, and other specialists. The Committee's unanimous approval of the
Company's executive compensation programs in 1993 was based on each Committee
member's judgment and evaluation of the various factors underlying the overall
compensation philosophy described below.
A primary objective of the Committee is to work with management to design
and implement compensation systems that both attract and retain a top quality
management team and motivate that team to produce and enhance stockholder value.
The guiding principle of the Company's compensation system is "Pay for
Performance," with an emphasis on variable pay tied to the attainment of
performance goals. Under the Pay for Performance philosophy used throughout the
organization, if the Company accomplishes its earnings plan, the combination of
annual incentive bonuses which are dependent on performance, equity related
long-term awards, and base salary, offers the opportunity for executives' total
compensation from all sources over a number of years to average at competitive
levels of total compensation of Comparable Companies, as defined below. If the
Company surpasses its earnings objectives, this combination of incentives,
equity and salary can cause total compensation to reach the average of the upper
third of total compensation of Comparable Companies.
The design of the compensation system is intended to align the interests of
the executives with the interests of stockholders. Base salary and annual
incentive compensation are tied to the achievement of goals set by the Board of
Directors for corporate, subsidiary, and business unit performance and are
designed to encourage employees to anticipate and respond to business challenges
and opportunities while avoiding an entitlement attitude.
Together with its outside experts, the Committee evaluates compensation
practices of other companies and the prevailing salary and total compensation
levels for various levels of performance. Comparisons are made with
compensation levels for most of the companies which are included in the S&P
Paper and Forest Products Index and the S&P Building Materials Index, as well as
compensation levels for companies of Manville's size in general industry
("Comparable Companies"). The Committee believes that pay comparisons should
not be limited to the S&P Paper and Forest Products Index and the S&P Building
Materials Index, since the availability of, and competition for, executive
talent is not so limited. "Competitive levels" are determined based upon the
average of the median levels of compensation among companies in the various
surveys utilized. The Company's mix of businesses, its unique stock ownership,
its commitments to the Trust, and its strategic and tactical objectives are
considered by the Committee when compensation policies are established.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), recently enacted as part of the Omnibus Budget Reconciliation Act of
1993, generally limits the corporate deduction for compensation paid to
executive officers of the Company, or its publicly traded subsidiary Riverwood,
to $1 million, unless certain requirements are met. Based on current
compensation levels and the design of the Company's compensation program, the
Committee does not believe that the compensation payable to executives will
exceed this limitation for 1994. The Committee has not determined whether, or
the extent to which, modifications to the current compensation programs are
necessary or whether it will, as a matter of policy, take such action as is
necessary to ensure full deductibility of all compensation paid to named
executive officers.
12
<PAGE>
Compensation Philosophy
This section outlines the Committee's philosophy for administering the three
major components of executive pay: base salary, annual incentive and long-term
incentive.
Base Salaries. The Committee determines base salaries of executives in
accordance with an executive's experience and expertise in his or her position,
the significance of the position to the Company and market data for similar
positions as developed by the Company and its outside experts. Individual
salary increases are based on each person's performance as evaluated and
approved by the Committee. The Company's average base salaries are lower than
competitive levels for similar positions in Comparable Companies. The Committee
uses a variety of compensation surveys, as discussed above, to evaluate
competitive compensation practices. Increases in base salaries for executive
officers as a whole in 1993 averaged 1.4%.
Annual Incentive Bonus. Since 1987, the Company has utilized an annual
incentive pay plan that provides larger than average bonus pay when Company
performance exceeds targets approved by the Committee. The annual incentive pay
plan also severely reduces or eliminates bonuses when Company performance fails
to achieve those targets. Specifically, this plan is designed to offer
significant awards when actual performance reaches or exceeds a level
significantly above targeted performance levels. Conversely, under the formula
in the plan, executives would be entitled to minimal or no awards when actual
performance fails to reach minimum performance levels.
For 1993, the maximum bonus potential, according to the formula in the plan,
would be triggered at 130% of income from operations targets and the minimum
bonus award required the achievement of 70% of income from operations targets.
The annual performance target and maximum and minimum performance levels are
reviewed and approved by the Committee at the beginning of each year. The
Committee has authority to, and does when appropriate, override the annual bonus
formula based on assessments of overall and individual performance.
In 1993, the Committee weighted 75% of the bonus on financial goals and 25%
of the bonus on the Committee's assessment of an individual executive's
performance. In considering individual awards, the Committee used its business
judgment, and considered the following criteria: 1) financial results of
Schuller which exceeded bonus target levels; 2) capital restructuring
successfully undertaken during 1993; and 3) smooth transition of corporate
functions to Schuller and Riverwood. The Committee also took into account the
Chief Executive Officer's appraisal of each executive officer. The Committee
made its decision regarding individual awards without formally assigning any
specific weighting to the foregoing criteria. For 1993, Manville exceeded the
minimum financial threshold of 70% and Schuller exceeded the financial target of
100%; therefore, the Company paid out incentives based on the terms of the plan.
In summary, aggregate annual incentive compensation for 1993 was 121.7% of
target bonuses.
CEO Compensation. Mr. Stephens' total compensation has been determined
according to the principles described above. Mr. Stephens' base salary during
1993 was $500,000, which is well below the average of annual salaries for chief
executive officers of Comparable Companies, and reflects a voluntary 10%
reduction by Mr. Stephens from his 1992 base salary.
Based on the formula used to determine bonuses under the Company's annual
incentive plan described above, and assuming the Company had achieved 100% of
its income from operations objective, Mr. Stephens would have been paid a bonus
for 1993 of $400,000. Because the Company achieved approximately 73% of its
income from operations objective, Mr. Stephens' bonus for 1993 was substantially
reduced. The Committee approved an award to Mr. Stephens based on a subjective
evaluation of his individual performance. In determining this individual award,
the Committee considered the achievements noted above. The total bonus of
$300,000 was 75% of what his bonus would have been had Mr. Stephens received
100% of his target award.
13
<PAGE>
Long-Term Incentive Plans. To attract and retain top quality management, the
Company uses several types of equity-related, long-term incentives for the
Company's executive officers: stock options, stock appreciation rights ("SARs"),
restricted stock, and cash payments based on dividends and other distributions
on its Common Stock. All outstanding options and SARs are vested.
Long-term incentive grants are generally made in multi-year cycles, with the
cycles ranging from three to five years. The current five-year cycle of awards
was initiated in January 1991 and was based on the discounted present value of
long-term compensation paid by Comparable Companies. This cycle was made up of
grants of performance shares (which were in the nature of phantom stock) plus
performance units issued pursuant to the Long-Term Cash Incentive Plan ("LTCIP")
that entitle the holders to cash payments based on dividends and other
distributions of the Company's Common Stock. On December 9, 1992, all
outstanding performance shares were converted to shares of restricted stock
subject to the performance shares' remaining vesting schedules. The restricted
stock grants are "front-end loaded and back-end vested" in that the majority of
the vesting of the restricted stock occurs in the last two years of the five-
year vesting period.
The LTCIP was designed to reward performance by executives if and to the
extent they raised funds to enable the Company to meet its special dividend
commitments pursuant to the Arrangement (see "Certain Relationships and Related
Transactions"). No payments under the LTCIP were made in 1993. Upon a change
in control which terminates the Company's obligation to pay special dividends,
as defined in the LTCIP, the value of any special dividend commitments not yet
paid to stockholders (as described in the LTCIP) would be paid to participants.
The LTCIP terminates December 31, 1995.
The Committee believes the design of its total compensation system
accomplishes the Company's goals of attracting new management talent, retaining
the Company's existing quality management team and aligning the interests of
executives with those of stockholders.
Bette B. Anderson, Chairperson
Ernest H. Drew
Robert A. Falise
Robert E. Fowler, Jr.
Michael N. Hammes
Louis Klein, Jr.
Christian E. Markey, Jr.
Will M. Storey
Raymond S. Troubh
14
<PAGE>
COMPENSATION SUMMARY
The following Summary Compensation Table sets forth the salary, bonus and
other compensation earned during 1991 through 1993 by W. Thomas Stephens, the
Company's Chief Executive Officer, and by each of the other four most highly
paid executive officers of the Company (the "Named Executive Officers").
Bonuses are shown for the year earned, although these are generally paid at the
beginning of the subsequent year.
15
<PAGE>
MANVILLE CORPORATION
SUMMARY COMPENSATION TABLE
YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
- -----------------------------------------------------------------------------------------------------------------------------
Other Annual Restricted All Other
Name and Compensation Stock Options/SARs LTCIP Compensation
Principal Position Year Salary ($) Bonus ($) ($) Award(s) ($) (#) Payouts ($) ($)
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. Thomas 1993 500,000 300,000 3,419 -0- -0- -0- 83,994
Stephens
Ch. of Bd.,
President, CEO &
Director
- -----------------------------------------------------------------------------------------------------------------------------
1992 550,000 298,404 531 -0- -0- 998,400 269,630
- -----------------------------------------------------------------------------------------------------------------------------
1991 500,000 75,000 293 1,472,088 -0- -0- 143,238
=============================================================================================================================
Richard A. Kashnow 1993 265,000 320,114 3,259 -0- -0- -0- 8,994
President
Schuller
International, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
1992 265,000 250,000 3,256 -0- -0- 291,200 7,130
- -----------------------------------------------------------------------------------------------------------------------------
1991 233,333 30,000 53 473,944 -0- -0- 4,238
=============================================================================================================================
Richard B. Von Wald 1993 225,000 150,000 930 -0- -0- -0- 8,994
Sr. V.P.,
Gen. Counsel
& Secretary
- -----------------------------------------------------------------------------------------------------------------------------
1992 225,000 150,000 502 -0- -0- 174,720 257,130
- -----------------------------------------------------------------------------------------------------------------------------
1991 212,500 30,000 -0- 237,303 -0- -0- 4,238
=============================================================================================================================
</TABLE>
16
<PAGE>
MANVILLE CORPORATION
SUMMARY COMPENSATION TABLE
YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
- -----------------------------------------------------------------------------------------------------------------------------
Other Annual Restricted All Other
Name and Compensation Stock Options/SARs LTCIP Compensation
Principal Position Year Salary ($) Bonus ($) ($) Award(s) ($) (#) Payouts ($) ($)
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert E. Cole 1993 200,000 150,000 -0- -0- -0- -0- 8,994
Sr. V.P. -
Corporate Finance
- -----------------------------------------------------------------------------------------------------------------------------
1992 200,000 150,000 -0- -0- -0- 151,840 187,130
- -----------------------------------------------------------------------------------------------------------------------------
1991 175,000 30,000 1,086 204,403 -0- -0- 4,238
=============================================================================================================================
Charles R. Engles 1993 200,000 54,246 62 -0- -0- -0- 8,994
Sr. V.P. -
Corporate
Development
- -----------------------------------------------------------------------------------------------------------------------------
1992 200,000 92,234 122 -0- -0- 116,480 7,130
- -----------------------------------------------------------------------------------------------------------------------------
1991 200,000 30,000 53 145,003 -0- -0- 4,238
=============================================================================================================================
</TABLE>
17
<PAGE>
(1) Other Annual Compensation represents tax reimbursed by the Company to the
Named Executive Officers.
(2) The value of restricted stock award(s) represents the grant price less $.01
per share paid or to be paid by each Named Executive Officer on restricted
stock award(s) times the number of shares granted in the year indicated.
The number and value of aggregate restricted stock holdings for each of the
Named Executive Officers at the end of 1993, based on the net fair market
value of the Company stock on December 31, 1993 is as follows: Mr. Stephens
- 255,000 shares with a value of $2,167,500; Mr. Kashnow - 71,139 shares
with a value of $604,682; Mr. Von Wald - 45,000 shares with a value of
$382,500; Mr. Cole - 37,500 shares with a value of $318,750; and Mr. Engles
- 30,000 shares with a value of $255,000. The following table shows the
vesting schedule of all shares awarded which have not previously vested for
the five Named Executive Officers:
<TABLE>
<CAPTION>
==================================================
1994 1995 1996 TOTAL
==================================================
<S> <C> <C> <C> <C>
W. T. Stephens 68,000 85,000 102,000 255,000
--------------------------------------------------
R. A. Kashnow 16,139 25,000 30,000 71,139
--------------------------------------------------
R. B. Von Wald 12,000 15,000 18,000 45,000
--------------------------------------------------
R. E. Cole 10,000 12,500 15,000 37,500
--------------------------------------------------
C. R. Engles 8,000 10,000 12,000 30,000
==================================================
</TABLE>
Each share of restricted stock is entitled to receive dividends declared and
paid on shares of the Company's common stock. In 1993, the Company paid
dividends of $1.04 per share of Common Stock. Upon the occurrence of certain
events which constitute a "change in control," as defined in the Manville
Corporation Stock Incentive Plan, and upon the occurrence of events
described in the award agreements thereunder, all outstanding shares of
restricted stock become immediately vested and their value may be paid in
cash to the holders.
(3) No Options or SARs were granted in any year indicated.
(4) Payouts are on Performance Units issued pursuant to the Manville Corporation
Long-Term Cash Incentive Plan. No payouts were made in 1993. During 1992,
holders of Performance Units, including the Named Executive Officers,
received two payments of $1.04 each per Performance Unit. At December 31,
1993, the Named Executive Officers held the following number of Performance
Units: Mr. Stephens - 480,000; Mr. Kashnow - 140,000; Mr. Von Wald -
84,000; Mr. Cole - 73,000; and Mr. Engles - 56,000.
(5) Amounts in this column include the Company's $8,994 contribution to the
Named Executive Officers' accounts in the Manville Corporation Thrift Plan.
The amount shown for Mr. Stephens includes $75,000 for 1993, $262,500 for
1992 (both paid in the third quarter of 1993) and $139,000 for 1991 (paid in
the first quarter of 1992), contributed by the Company to a secular trust to
fund Mr. Stephens' supplemental pension plan benefits. Of the amounts shown
for Messrs. Cole and Von Wald, $180,000 and $250,000, respectively,
represent one-time prefunding payments to Messrs. Cole and Von Wald of
supplemental retirement benefits paid in 1992. These payments are subject
to repayment to the Company in the event Messrs. Cole's or Von Wald's
employment is terminated for cause. The payments reduce the value of any
benefits payable under the Company's non-qualified supplemental retirement
plan to Messrs. Cole or Von Wald.
18
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END
OPTION/SAR VALUES
The following table provides information concerning the exercise of stock
options and SARs by the Named Executive Officers during the last completed year
and the value of unexercised options and SARs based on the difference between
the Company's stock price at the close of trading on December 31, 1993 and the
exercise price of the Option or SAR.
19
<PAGE>
MANVILLE CORPORATION
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
- -------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d)(1) (e)(2)
- -------------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options and SARs In-the-Money Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired on
Name Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
=========================================================================================================================
<S> <C> <C> <C> <C>
W. Thomas Stephens None None 208,000/0 $182,000/0
CEO
- -------------------------------------------------------------------------------------------------------------------------
Richard A. Kashnow None None 84,800/0 $103,450/0
- -------------------------------------------------------------------------------------------------------------------------
Richard B. Von Wald None 63,600 (3) 42,400/0 $ 37,100/0
- -------------------------------------------------------------------------------------------------------------------------
Robert E. Cole None None 56,400/0 $ 49,350/0
- -------------------------------------------------------------------------------------------------------------------------
Charles R. Engles None None 42,400/0 $ 37,100/0
=========================================================================================================================
</TABLE>
(1) All are fully vested and exercisable and, except for Messrs. Von Wald and
Engles, include equal numbers of Options and freestanding SARs related to
the Company's Common Stock. Messrs. Von Wald and Engles hold 42,400
Options only. See note 3 below.
(2) Based upon the Company's Closing Stock Price of $8.50 on December 31,
1993, less the exercise price of $7.625 for all Options and SARs, except
19,000 SARs and 19,000 Options owned by Mr. Kashnow with an exercise
price of $6.875 per share. All are fully vested and exercisable.
(3) On March 19, 1993, Mr. Von Wald exercised 42,400 SARs with an exercise
price of $7.625 per share at $9.125 per share, the then current market
value of the Company's Common Stock.
20
<PAGE>
PENSION PLAN
Salaried employees and employees at designated non-union locations of Manville
and its subsidiaries (except Riverwood whose employees are covered by separate
plans) are participants in the Manville Employees Retirement Plan (the
"Retirement Plan"). Pension benefits under the Retirement Plan are limited to
the amounts allowed by the provisions of the Code. The Company has adopted a
Supplemental Pension Plan ("Supplemental Plan") that provides for payment of the
difference between the benefits earned pursuant to the Retirement Plan, without
regard to Code limits, and the amounts actually available from the Retirement
Plan. Former and current executive officers (other than Mr. Stephens), and
other employees, are eligible to participate in the Supplemental Plan. The
Supplemental Plan may be funded by contributions to an irrevocable Supplemental
Pension Plan Trust ("Pension Trust") for the accounts of participants.
Contributions totalling $213,000 with respect to 1991 and $199,865 with respect
to 1992, were made in 1992 by the Company to the Pension Trust for two former
executive officers. No further contributions have been made to the Pension
Trust. All contributions to the Pension Trust to fund the Supplemental Plan and
earnings thereon are fully taxable to the individual, deductible by the Company
and are reduced by applicable withholding taxes.
21
<PAGE>
The following Pension Plan Table sets forth the estimated annual benefits
payable upon retirement, including amounts attributable to the Supplemental
Pension Plan, for specified remuneration levels and years of service.
<TABLE>
<CAPTION>
Years of Service
------------------------------------------------
<S> <C> <C> <C> <C> <C>
Remuneration/1/ 15 20 25 30 35
--------------- -------- -------- -------- -------- --------
$ 125,000 $ 25,042 $ 33,389 $ 41,736 $ 50,083 $ 58,430
150,000 30,292 40,390 50,487 60,584 70,682
175,000 35,541 47,388 59,235 71,082 82,929
200,000 40,792 54,389 67,986 81,583 95,180
250,000 51,291 68,388 85,485 102,582 119,679
300,000 61,792 82,390 102,987 123,584 144,182
400,000 82,791 110,388 137,985 165,582 193,179
500,000 103,792 138,389 172,986 207,583 242,180
600,000 125,792 166,390 207,987 249,584 291,182
700,000 145,791 194,388 242,985 291,582 340,179
800,000 166,792 222,389 277,986 333,583 389,180
900,000 187,792 250,390 312,987 375,584 438,182
1,000,000 208,791 278,388 347,985 417,582 487,179
</TABLE>
/1/ Assumed five-year average salary including Annual Incentive Compensation
Plan payments but excluding Executive Long-Term Cash Incentive Plan
payments.
- ------------------------------
NOTES:
A. Had the individuals named in the Summary Compensation Table retired as of
December 31, 1993, their respective five-year average salaries plus bonus,
for purposes of the table set forth above, would have been as follows: Mr.
Stephens, $804,747; Mr. Kashnow, $342,000; Mr. Von Wald, $347,476; Mr.
Cole, $266,800; and Mr. Engles, $290,294.
B. On December 31, 1993, the individuals named in the Summary Compensation
Table had the following years of credited service under the Retirement
Plan: Mr. Stephens - 27; Mr. Kashnow - 6; Mr. Von Wald - 20; Mr. Cole -
20; and Mr. Engles - 5.
C. The Retirement Plan provides for payment of a retirement allowance based on
1.02% of the participant's five-year average final salary up to Covered
Compensation (as defined in the Retirement Plan) plus 1.4% of the
participant's average final salary over Covered Compensation multiplied by
the participant's years of benefit service up to a maximum of 35 years plus
1.33% of the participant's average final salary multiplied by the
participant's years of service over 35 plus 2.5% of the value of the
participant's refunded contributions and interest compounded at 5.0% until
normal retirement age. Covered compensation in 1993 was $21,192 and will
be $22,716 in 1994. Salary, as defined in the Retirement Plan, includes
payments under the Annual Incentive Compensation Plan, but excludes
payments under the Company's LTCIP. The benefits are determined by using
straight life annuity amounts and are not subject to reduction for Social
Security benefits.
22
<PAGE>
Employment Agreements
Each of the Named Executive Officers and certain other salaried executives of
the Company have entered into three-year employment agreements with the Company
which provide for lump sum separation payments upon any termination of
employment other than termination for cause, voluntary resignation without "good
reason" as defined in the employment agreements, or termination as a result of
death, disability or retirement. For the Named Executive Officers, prior to a
"change in control," as defined in the employment agreements, separation
payments under such contracts generally would have equalled a total of two times
the annual salary, the full year bonus at target levels of performance under the
Annual Incentive Compensation Plan and certain other benefits. Following a
change in control, the definitions of "cause" and "good reason" are liberalized
and benefits payable enhanced. Following a change of control, upon a
termination of employment other than (i) for cause, (ii) a voluntary resignation
without "good reason" or (iii) as a result of death, disability or retirement,
subject to a cap to limit any loss of tax deductions by the Company as a result
of the "golden parachute" tax rules, benefits include two years' annual salary,
two years' target annual bonus, two years' additional credit under the
Supplemental Plan (but only after reaching age 55 in the case of Messrs. Cole,
Stephens and Von Wald), a pro-rata portion of the target annual bonus for the
year of termination, the cash value of any unpaid performance units, a payment
equal to the cost of 36 months welfare benefits and 24 months of continued
perquisites.
The Board of Directors has also adopted key man supplemental retirement
agreements ("Key Man Agreements") that are payable in the event of termination
of employment or death prior to age 55 and prior to the completion of 25 years
of employment with the Company (i) to Messrs. Stephens, Cole and Von Wald, or
(ii) to each individual's surviving spouse, if any.
The single life annual annuity for Mr. Stephens under his Key Man Agreement
will increase from $212,600 if he terminates employment in 1994 to $304,297 if
he terminates employment in 1997 before he reaches age 55. These amounts will
be offset by benefits payable to Mr. Stephens under the Retirement Plan. Mr.
Stephens' benefit under his Key Man Agreement at and after age 55 is equivalent
to the benefit he would be entitled to receive under the Supplemental Plan were
he a participant in the Supplemental Plan. Mr. Stephens' Key Man Agreement is
funded by irrevocable contributions to the Pension Trust. It is contemplated
that the asset value of Mr. Stephens' account in the Pension Trust in 1997, when
Mr. Stephens will first be eligible for early retirement, will equal the amount
necessary to fund Mr. Stephens' Key Man Agreement benefit. All contributions to
the Pension Trust to fund the Key Man Agreement, and earnings thereon, are fully
taxable to Mr. Stephens, deductible to the Company and are reduced by applicable
withholding taxes.
The single life annual annuity for Mr. Cole under his Key Man Agreement will
increase from $48,584 (payable at age 50) if he terminates employment in 1994 to
$79,305 if he terminates employment in 2004 before he attains age 55. The
single life annual annuity for Mr. Von Wald under his Key Man Agreement will
decrease from $45,016 if he terminates employment in 1993 to $21,752 if he
terminates employment in 1998 before he attains age 55 and completes 25 years of
employment with Manville. In partial prepayment of the benefits payable under
the Key Man Agreements for Messrs. Cole and Von Wald, in lieu of providing a
segregated trust fund similar to Mr. Stephens', the Company paid Messrs. Cole
and Von Wald $180,000 and $250,000, respectively, in 1992. The payments are
refundable only in the event of the termination of Messrs. Cole's or Von Wald's
employment for cause. The amounts paid by the Company will reduce benefits to
be paid to Messrs. Cole and Von Wald under the Key Man Agreement or the
Supplemental Plan, as the case may be. If retirement, termination of employment
or death occurs after age 55, and after completion of 25 years of service,
Messrs. Cole and Von Wald will not receive benefits under the Key Man
Agreements, but instead will receive their retirement benefits solely under the
Retirement Plan and the Supplemental Plan and Mr. Stephens will receive benefits
under the Retirement Plan and his Key Man Agreement calculated in a manner
consistent with the Supplemental Plan.
23
<PAGE>
PERFORMANCE GRAPH
Presented below is a graph comparing the total stockholder return on the
Company's Common Stock, assuming full dividend reinvestment, with the Standard &
Poor's 500 Index, the Standard & Poor's Paper & Forest Products Index and the
Standard & Poor's Building Materials Index. The graph compares the Company's
performance to the other indices for the five-year period from December 31, 1988
through December 31, 1993.
24
<PAGE>
INSERT PERFORMANCE GRAPH
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
RIVERWOOD PEER PEER
Measurement period MANVILLE INTERNATIONAL GROUP GROUP BROAD
(Fiscal year Covered) CORPORATION CORPORATION (400) (155) MARKET
- --------------------- ----------- ------------- ----- ----- ------
<S> <C> <C> <C> <C> <C>
Measurement PT -
12/31/1988 $100.00 $ $100.00 $100.00 $100.00
FYE 12/31/1989 $128.07 $ $121.28 $101.64 $131.68
FYE 12/31/1990 $ 64.91 $ $109.57 $ 75.99 $127.58
FYE 12/31/1991 $110.53 $100.00 $138.98 $108.77 $166.47
FYE 12/31/1992 $135.65 $ 96.76 $158.91 $139.14 $179.20
FYE 12/31/1993 $150.79 $120.95 $175.13 $172.41 $197.26
</TABLE>
25
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth the identity of beneficial owners believed by
the Company to own more than 5.0% of the outstanding shares of the Company's
Common Stock as of March 15, 1994.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
-------- ------------------- -------------------- --------
<S> <C> <C> <C>
Manville Manville Personal 96,000,000 shares
Common Injury Settlement Trust/1/ directly held 80%/2/
Stock 8260 Willow Oaks Corporate Drive
Sixth Floor
P. O. Box 10415
Fairfax, Virginia 22031
</TABLE>
Security Ownership of Management
The following table sets forth the number of shares of Common Stock of
the Company beneficially owned by all Directors and executive officers and all
current Directors and executive officers as a group as of March 15, 1994. With
respect to executive officers of the Company, the number of shares beneficially
owned includes shares owned as of March 15, 1994 pursuant to the Manville
Employees Thrift Plan. Each Director and executive officer has sole voting and
investment power with respect to such shares except that 324,500 shares owned by
the current executive officers as a group are restricted as to transfer pursuant
to the Manville Corporation Stock Incentive Plan. As of March 15, 1994, the
percentage of Common Stock beneficially owned by any Director, or by all
Directors and executive officers as a group, does not exceed more than 1.0% of
the outstanding shares of the Company's Common Stock.
<TABLE>
<CAPTION>
Common Stock
Name of Beneficial Owner Beneficially Owned
------------------------ ------------------
<S> <C>
Bette B. Anderson........................................... 500
John C. Burton.............................................. 1,000
Robert E. Cole.............................................. 61,591
Ernest H. Drew.............................................. 5,000
Charles R. Engles........................................... 38,820
</TABLE>
- ---------------------------
/1/ At March 15, 1994, the Trustees of the Trust were: Robert A. Falise,
Chairman and Managing Trustee, Louis Klein, Jr., Frank Macchiarola, Christian E.
Markey, Jr. and Charles T. Hagel. Messrs. Falise, Klein and Markey serve on the
Company's Board of Directors.
/2/ Up to 48 million shares of new Manville Common Stock were to be issued as
part of the Plan. Upon consummation of the Plan, 24 million shares were issued
to the Trust and 11 million shares were issued to creditors. The remaining 13
million shares were available for issuance upon exchange of old Preferred and
Common Stock. Pursuant to the Plan, holders of old Manville Preferred and
Common Stock were required to exchange their securities on or before November
28, 1993, to receive new Manville securities. The Trust also converted 7.2
million shares of Manville's convertible preferred stock into 72 million shares
of Common Stock. The Company knows of no other holder of more than 5% of the
Company's Common Stock.
26
<PAGE>
<TABLE>
<S> <C>
Robert A. Falise............................................ 96,000,000/1/
Robert E. Fowler, Jr........................................ 4,000
Todd Goodwin................................................ 19,100
Michael N. Hammes........................................... 0
John N. Hanson.............................................. 1,000
Richard A. Kashnow.......................................... 100,662
Louis Klein, Jr............................................. 96,000,000/1/
Stanley J. Levy............................................. 1,000
Christian E. Markey, Jr..................................... 96,000,000/1/
W. Thomas Stephens.......................................... 352,155
Will M. Storey.............................................. 2,000
Raymond S. Troubh........................................... 5,000
Richard B. Von Wald......................................... 77,020
All Directors and current executive officers as a group
(18 persons)............................................... 96,668,848/1/
----------
</TABLE>
- ----------------------
/1/ These shares are owned by the Trust, of which Mr. Falise is the Chairman
and Managing Trustee, and Messrs. Klein and Markey are Trustees. Voting power
with respect to such shares is shared by all five Trustees of the Trust, and
none of Messrs. Falise, Klein or Markey can vote the shares alone. Each of
Messrs. Falise, Klein and Markey disclaims beneficial ownership of any shares of
Manville Common Stock. Pursuant to the Manville Personal Injury Settlement
Trust Agreement, no Trustee may individually own any securities of the Company
or its affiliates or have any other direct or indirect financial interest in the
Company or its affiliates.
27
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Proxy Item No. 2)
The Board of Directors, acting upon the recommendation of the Audit
Committee, has appointed, subject to ratification by the stockholders at the
forthcoming Annual Meeting, the firm of Coopers & Lybrand as independent
accountants of the Company for the year 1994. Coopers & Lybrand has acted as
the independent accountants of the Company for more than fifty years and, the
Company is advised, has had no financial interest, direct or indirect, in the
Company or any affiliate thereof, nor, other than providing certain non-audit
services, any other connection with the Company during the past three years.
Representatives of Coopers & Lybrand will be present at the Annual Meeting to
answer appropriate questions from stockholders and will have an opportunity to
make a statement to stockholders.
During 1993, the Company paid Coopers & Lybrand approximately $2.0 million
for audit services, and approximately $.6 million for non-audit services. Audit
services rendered in 1993 included services related to recurring audit
activities and non-recurring audit activities for debt and equity offerings.
Non-audit services consisted primarily of tax consultation and services related
to accounting for retiree medical expenses.
Although the submission of this proposal to a vote of the stockholders is
not legally required, the Board of Directors believes that such action follows
sound corporate practice and is in the best interest of the stockholders, to
whom the independent accountants are ultimately responsible. In the event of a
negative vote on this proposal by a majority of the votes cast at the meeting by
the holders of shares entitled to vote thereon, or the termination of the
appointment of Coopers & Lybrand during the year by the Board of Directors,
management will recommend a different firm of independent accountants for
approval by the Board of Directors.
Your Board of Directors recommends a vote For ratification of the
appointment of Coopers & Lybrand as independent accountants of the Company.
OTHER BUSINESS
Management knows of no business which will be presented for consideration
other than the matters described in the Notice of Annual Meeting. If other
matters are presented, it is the intention of the persons designated as Proxies
to vote in accordance with their judgment on such matters.
VOTING PROCEDURES
The affirmative vote of the holders of a plurality of the shares of the
Company's Common Stock present or represented by proxy at the Annual Meeting and
entitled to vote is required for the election of each Director nominee and for
the ratification of the appointment of Coopers & Lybrand. The inspectors of
election appointed by the Company will count all votes cast, in person or by
submission of a properly executed proxy, before the closing of the polls at the
Annual Meeting.
28
<PAGE>
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Company's 1995
Annual Meeting must be received by the Secretary of the Company no later than
December 11, 1994. Proposals received after that date may be excluded from the
Company's proxy materials. No stockholder proposals have been received by the
Secretary of the Company for presentation at the Company's 1994 Annual Meeting.
By Order of the Board of Directors
/s/ Richard B. Von Wald
Richard B. Von Wald
Senior Vice President,
General Counsel and Secretary
April 5, 1994
- --------------------------------------------------------------------------------
A copy of the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the fiscal year ended December 31, 1993, without
exhibits, may be obtained by a shareholder of the Company, without charge, by
writing to Manville Corporation, c/o Investor Relations, P.O. Box 5108, Denver,
Colorado 80217-5108.
- --------------------------------------------------------------------------------
29
<PAGE>
MANVILLE CORPORATION
P.O. Box 5108, Denver, CO 80217-5108
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
P This proxy is solicited on behalf of the Board of Directors
R The undersigned hereby appoints Robert E. Fowler, Jr., Raymond S. Troubh
and W. Thomas Stephens or any of them as Proxies, each with the power to
O appoint a substitute, and hereby authorizes them to represent and to vote
as designated below, all the shares of common stock of Manville
X Corporation held of record by the undersigned on April 5, 1994, at the
Annual Meeting of Stockholders to be held on June 3, 1994 or at any
Y adjournment thereof.
The Board of Directors recommends a vote Change of Address
FOR election of Bette B. Anderson, John
C. Burton, Ernest H. Drew, Robert A. --------------------------------
Falise, Robert E. Fowler, Jr., Todd
Goodwin, Michael N. Hammes, John Nils --------------------------------
Hanson, Louis Klein, Jr., Stanley J.
Levy, Christian E. Markey, Jr., W. --------------------------------
Thomas Stephens, Will M. Storey and
Raymond S. Troubh as Directors. --------------------------------
(If you have written in the
above space, please mark the
corresponding box on the reverse
side of this card.)
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. Please sign this card
on the reverse side. A return envelope is enclosed for your convenience in
returning the card.
SEE REVERSE
SIDE
<PAGE>
[X] Please mark your | 9835
votes as in this ---
example.
This proxy when properly executed will be voted in
the manner directed below. If no direction is given,
this proxy will be voted FOR Proposals 1 and 2.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1 and 2.
- --------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Approval of Appoint- [ ] [ ] [ ]
Directors. ment of Independent
(see reverse) Accountants.
For, except vote withheld from the following Nominee(s):
- ---------------------------------------------------------
If you plan to attend the 1994 [ ]
Annual Meeting in Denver
Colorado, please check this
box.
Change of Address [ ]
on Reverse Side
- --------------------------------------------------------------------------------
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournments
thereof.
Please sign exactly as name(s) appear
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
----------------------------------------
----------------------------------------
SIGNATURE(S) DATE
