<PAGE> 1
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 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MANVILLE CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
April 5, 1995
DEAR STOCKHOLDERS:
The 1995 Annual Meeting of Stockholders of Manville Corporation will
be held in Atlanta, Georgia, on Friday, June 2, 1995.
The only business scheduled for the Annual Meeting is the election of
Directors and the ratification of the appointment of Coopers & Lybrand L.L.P.
as independent accountants of Manville Corporation. 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 L.L.P. No business
presentations will be made at the Annual Meeting.
The enclosed Annual Report contains our letter to stockholders, a
financial and operating review, audited financial statements and other
information of topical interest.
***************************************************************************
* *
* WE URGE YOU TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD AND *
* PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE 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. *
* *
***************************************************************************
If you plan to attend the meeting in Atlanta, please check the
appropriate box on your proxy card.
Sincerely,
W. T. STEPHENS
Chairman of the Board, President,
Chief Executive Officer and a Director
<PAGE> 3
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 2, 1995 at 8:00 a.m., at the Cobb Galleria Centre, Two
Galleria Parkway, Atlanta, Georgia 30339, to:
(i) elect Directors of Manville Corporation 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 L.L.P. as independent accountants of Manville
Corporation for the year 1995; and
(iii) transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
Only holders of Manville Corporation Common Stock of record at the
close of business on April 4, 1995, 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, 1995
Richard B. Von Wald
Senior Vice President,
General Counsel and Secretary
Manville Corporation
P.O. Box 5108
Denver, CO 80217-5108
***************************************************************************
* *
* 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. *
* *
***************************************************************************
<PAGE> 4
TABLE OF CONTENTS
PAGE
<TABLE>
PAGE
----
<S> <C>
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Election of Directors (Proxy Item No. 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Executive Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Board Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Report of the Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Compensation Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Aggregated Option/SAR Exercises in Last Fiscal Year and
Year-End Option/SAR Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Long-Term Incentive Plans - Awards in Last Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Employment Agreements and Other Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Compensation Committee Interlocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Security Ownership of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Ratification of Appointment of Independent Accountants (Proxy Item No. 2) . . . . . . . . . . . . . . . . . . . . . . 24
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Voting Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Stockholder Proposals for 1996 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
</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 Group, Inc.
("Schuller") of which Manville owns approximately 81.5% and 100%, respectively.
i
<PAGE> 5
MANVILLE CORPORATION
P. O. BOX 5108
717 17TH STREET (80202)
DENVER, CO 80217-5108
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Manville
for use at the Company's Annual Meeting of Stockholders, 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 proxy 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 4, 1995, the record date,
are entitled to notice of, and to vote at, the Annual Meeting. At the close of
business on that date, 122,923,523 shares of 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. 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 prior to its use at the Annual
Meeting. A stockholder may revoke a proxy by (i) delivering an instrument of
revocation before the Annual Meeting to the Secretary of the Company at the
Company's principal offices; (ii) duly executing a proxy bearing a later date
or time than the date or time of the proxy being revoked; or (iii) voting in
person at the Annual Meeting. A stockholder's attendance at the Annual Meeting
will not by itself revoke a proxy given by such stockholder.
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 and
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, 1995.
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 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.
Effective November 28, 1988, Manville consummated its Second Amended
and Restated 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. In connection with the Plan, Manville Personal Injury Settlement
Trust (the "Trust"), formed to implement certain portions of the Plan, in
particular, those relating to the settlement of asbestos health claims against
the Company and certain of its affiliates, is entitled to approve two of the
Company's nominees for Director. Robert A. Falise, Chairman and Managing
Trustee of the Trust, and 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 Annual Meeting. The Trust has agreed
that two of the Trustees nominated to the Company's Board satisfy its right of
approval.
The Board of Directors recommends a vote FOR the Board's nominees for
Directors.
1
<PAGE> 6
<TABLE>
<S> <C>
John C. Burton Mr. Burton is the Ernst & Young Professor of Accounting and
Ernst & Young Professor of Finance at the Columbia University Graduate School of Business,
Accounting and Finance, where he previously served as Dean from 1982 to 1988. Before
Columbia University Graduate returning to Columbia University in 1978, he served as Deputy
School of Business Mayor for Finance of the City of New York from 1976 to 1977 and as
Director since 1989 Chief Accountant of the Securities and Exchange Commission in
Age: 62 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 also 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.
Robert A. Falise Mr. Falise was elected a Trustee of the Trust in December 1991,
Chairman and Managing Trustee, and became its Chairman and Managing Trustee in January 1992.
Manville Personal Injury From 1989 through December 1991, Mr. Falise was engaged in the
Settlement Trust private practice of law specializing in corporate restructuring
Director since 1992 and the enhancement of shareholder value. From 1987 to 1989, he
Age: 62 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. In 1960-61, he served 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. degree from Columbia University School of Law.
Mr. Falise is also 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 the
Audit, Compensation and Executive Committees.
</TABLE>
2
<PAGE> 7
<TABLE>
<S> <C>
Robert E. Fowler, Jr. Mr. Fowler is President, Chief Executive Officer and a Director of
President and The Vigoro Corporation, a leading North American producer and
Chief Executive Officer, distributor of potash, nitrogen-based fertilizers and related
The Vigoro Corporation products. From July 1993 until July 1994, Mr. Fowler served as
Director since 1989 President and Chief Operating Officer of The Vigoro Corporation.
Age: 59 He previously served from 1990 to 1993 as President and Chief
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 Itel
Corporation and Alltrisa Corporation. Mr. Fowler is a member of
the Board Organization and Operation, Compensation and Health,
Safety and Environment Committees.
Todd Goodwin Mr. Goodwin is a General Partner of the New York investment
General Partner, banking firm Gibbons, Goodwin, van Amerongen ("GGvA"). Prior to
Gibbons, Goodwin, joining GGvA in 1984, he was a managing director of Merrill Lynch
van Amerongen and a partner of White Weld. Mr. Goodwin is also a Director of
Director since 1991 Riverwood International Corporation, Horace Mann Educators
Age: 63 Corporation, Robert Half International, Rival Company, Schult
Homes and Wells Aluminum, and is a Trustee of Merrill Lynch Funds
for Institutions Series and Merrill Lynch Intermediate Fund. He
received his A.B. degree from Harvard College in 1954. Mr.
Goodwin is a member of the Audit and Compensation Committees.
Michael N. Hammes Mr. Hammes is Chairman of the Board and Chief Executive Officer of
Chairman and Chief The Coleman Company, Inc., a global marketer and manufacturer of
Executive Officer, products used in the outdoor recreation and hardware industries.
The Coleman Company, Inc. Mr. Hammes was Vice Chairman of The Black & Decker Corporation,
Director since 1993 and prior to that was Vice President-International Operations for
Age: 53 Chrysler Corporation, as well as serving in a number of positions
at Ford Motor Corporation, with which 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.
degree in Finance from New York University. Mr. Hammes is also 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.
</TABLE>
3
<PAGE> 8
<TABLE>
<S> <C>
John Nils Hanson Mr. Hanson has been President and Chief Executive Officer of the
President and Chief Joy Mining Machinery unit of Harnischfeger Industries, Inc.
Executive Officer, ("Harnischfeger") since the 1994 merger of Joy Technologies, Inc.
Joy Mining Machinery unit of ("Joy") and Harnischfeger. Prior to the merger, he was Chief
Harnischfeger Industries, Inc. Operating Officer and President of Joy. Harnischfeger is a
Director since 1993 manufacturer of underground and surface mining machinery, paper
Age: 53 machinery, material handling equipment and environmental
equipment. From 1990 until he was elected President and a member
of the Board of Joy, he ran its 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.
Kathryn Rudie Harrigan Ms. Harrigan is the Henry R. Kravis Professor of Business
Henry R. Kravis Professor of Business Leadership at the Columbia University Graduate School of Business,
Leadership, where she has been a professor in the Management and Organizations
Columbia University Graduate School Division since 1981. Ms. Harrigan is also serving as the Faculty
of Business Chair: Chazen International Institute and the Core Course
Nominee Coordinator for Strategic Management of the Enterprise. Ms.
Age: 44 Harrigan regularly performs consulting projects on strategic
alliances and other strategic management issues, and has authored
several books and numerous publications on these subjects. Ms.
Harrigan received her B.A. degree from Macalester College, her
M.B.A. degree from University of Texas at Austin and her D.B.A.
degree from Harvard Business School. Ms. Harrigan is also a
Director of Cambrex Corporation and a member of the Advisory Board
of Ronin Development and the Editorial Boards of several business
and technical journals. She served as External Member, Strategic
Planning Committee of the Panasonic Industrial Controls Division,
Matsushita Corporation from 1989 to 1992 and member of the Board
of Governors, Academy of Management from 1986 to 1988. She was
inducted into the Fellows of the Academy of Management in 1989.
</TABLE>
4
<PAGE> 9
<TABLE>
<S> <C>
Louis Klein, Jr. Mr. Klein, a financial consultant in New York City, was elected a
Trustee, Trustee of the Trust in December 1991. Previous positions
Manville Personal Injury included Chairman and Chief Executive Officer of Stendig Inc., an
Settlement Trust importer and national marketer of prestige contract and
Director since 1992 residential furniture and textiles from 1989 to 1990; Chairman and
Age: 59 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 also 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 Levy Phillips &
Senior Partner, Konigsberg and has specialized in environmental, toxic tort,
Levy Phillips & Konigsberg product liability and securities litigation for the past thirty
Director since 1988 years. He is a graduate of Harvard University and Columbia Law
Age: 60 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.
</TABLE>
5
<PAGE> 10
<TABLE>
<S> <C>
Christian E. Markey, Jr. A graduate of U.C.L.A. School of Law and a veteran of the United
Trustee, States Marine Corps, Judge Markey served as Vice President and
Manville Personal Injury General Counsel of the University of Southern California from 1988
Settlement Trust until his retirement in 1993. A Trustee of the Trust since its
Director since 1992 inception, Judge Markey served as a Superior Court judge from 1974
Age: 65 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. For the past 20 years, Judge
Markey has lectured and taught 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 also a Director of Riverwood International Corporation and is 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 Executive Officer
Chairman of the Board, of Manville in 1986 and appointed Chairman of the Board of
President and Chief Manville on June 1, 1990. Prior to that time, he held the
Executive Officer, position of Executive Vice President and Chief Financial Officer
Manville Corporation of Manville from 1984 to 1986. Mr. Stephens earned his B.S. and
Director since 1986 M.S. degrees in Industrial Engineering from the University of
Age: 52 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., Public
Service Company of Colorado Inc. and Stillwater Mining Company.
He is Chairman of the Executive Committee and is a member of the
Board Organization and Operation Committee.
</TABLE>
6
<PAGE> 11
<TABLE>
<S> <C>
Will M. Storey Effective March 1, 1991, Mr. Storey was elected Executive Vice
Executive Vice President, President, Chief Financial Officer and Director of American
Chief Financial Officer and President Companies, Ltd., a multi-modal transportation
Director, corporation with headquarters located in Oakland, California.
American President From May 1989 to February 1991, Mr. Storey served as Vice Chairman
Companies, Ltd. of Manville. From 1982 to 1988, Mr. Storey was Vice Chairman and
Director since 1988 Chief Financial Officer of Federated Department Stores, Inc., and
Age: 63 prior to that time was Executive Vice President of Boise Cascade
Corporation. He has a B.S. degree from Oregon State University
and is a Certified Public Accountant. He is also 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.
Raymond S. Troubh Mr. Troubh has been a financial consultant in New York City since
Financial Consultant 1974 and is also a former governor of the American Stock Exchange.
Director since 1988 He is a graduate of Bowdoin College and Yale Law School, and was a
Age: 68 general partner of Lazard Freres & Co., an investment banking
firm, from 1968 to 1974. Mr. Troubh is also a Director of
Riverwood International Corporation, ADT Limited, American
Maize-Products Company, America West Airlines, Inc., Applied Power
Inc., ARIAD Pharmaceuticals, Inc., Becton, Dickinson and Company,
Benson Eyecare Corporation, Foundation Health Corporation, General
American Investors Company, The Olsten Corporation, Petrie Stores
Corporation, Time Warner, Inc., Triarc Companies, Inc. and
Wheeling-Pittsburgh Corporation. He is a member of the Audit,
Compensation and Executive Committees.
</TABLE>
7
<PAGE> 12
EXECUTIVE OFFICERS OF THE COMPANY
The names, ages and offices of the Chief Executive Officer and other
executive officers of the Company are listed below. Each of the named
executive officers has for five years or more served in a managerial or
executive capacity with the Company.
<TABLE>
<CAPTION>
OFFICER AGE OFFICE
- - ------- --- ------
<S> <C> <C>
W. Thomas Stephens 52 Chairman of the Board, President,
Chief Executive Officer and a Director
Richard A. Kashnow 53 President, Schuller International Group, Inc.
Richard B. Von Wald 52 Senior Vice President, General Counsel and Secretary
Robert E. Cole 45 Senior Vice President and Chief Financial Officer
</TABLE>
BOARD ATTENDANCE
During 1994, the Board of Directors of the Company had 10 regular
meetings. With the exception of Messrs. Fowler and Hammes, in 1994 each
Director attended a minimum of 75% of the meetings of the Board of Directors
and of the Committees 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
The Audit Committee is currently comprised of Ms. Bette B. Anderson
(who is not standing for reelection) and Messrs. Burton, Falise, Goodwin,
Hammes, Hanson, Klein, Levy, Storey (Chairman) and Troubh. The Audit Committee
met nine times during 1994 and 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: (i) review and report
to the Board with respect to the annual financial statements and filings with
the Securities and Exchange Commission; (ii) review and report to the Board
with respect to accounting issues significant to the Company; (iii) review and
report to the Board with respect to internal auditing, accounting and financial
controls; (iv) 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; (v)
review and report to the Board with respect to the Company's policies governing
compliance with laws and regulations, ethics and conflicts of interest and any
significant instances of employee misconduct; and (vi) 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 on Board Organization and Operation met two times
during 1994. The Committee on Board Organization and Operation considers and
makes recommendations to the Board with respect to the composition of the Board
and matters relating to the organization, operation, function, compensation and
procedures of the Board and its Committees.
8
<PAGE> 13
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. Ernest H. Drew (who is not standing for reelection),
Falise, Fowler, Goodwin, Hammes, Klein, Markey, Storey and Troubh. The
Compensation Committee met seven times during 1994. The principal functions of
the Compensation Committee are to: (i) 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; (ii) review employee benefit programs and approve or recommend changes
therein to the Board; and (iii) review with the Chief Executive Officer matters
with respect 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 met once in 1994. 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 three times during
1994. 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 78% of the Common Stock and by virtue of
such stock ownership is able to nominate and elect Manville Directors as the
Trust determines. Three of the Company's fourteen Directors, Messrs. Falise,
Klein and Markey, 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
the 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 (as defined). The Company completed
prepayment of substantially all of the Manville bonds in 1994. For further
discussion of the Plan, the prepayment and related arrangements see Notes 2, 3,
and 23 of the Company's Financial Statements contained in the enclosed Manville
Corporation 1994 Annual Report to securityholders.
9
<PAGE> 14
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.
Except for Messrs. Falise, Klein and Markey, all non-employee
Directors receive an annual retainer of $25,000, $1,000 for each Board meeting
attended, $750 for each Committee of the Board meeting attended, and
reimbursement for travel expenses related to attendance of Board and Committee
meetings. Effective January 1, 1995, the amount for each Committee meeting
attended increased to $1,000. Each Director (other than Messrs. Falise and
Stephens) who serves as a Committee Chairman is paid an additional $2,500 per
year. Director's fees earned by the Company's Directors who are Trustees of
the Trust were paid directly to the Trust pursuant to the Manville Personal
Injury Settlement Trust Agreement, as amended (the "Trust Agreement").
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.
10
<PAGE> 15
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 1994 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' average total compensation from all sources over a number of years
to reach 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 upper third of total compensation at 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
Standard & Poor's Paper and Forest Products Index and the Standard & Poor's
Building Materials Index, which reflect the Company's two principal lines of
business, as well as compensation levels for companies of Manville's size in
general industry (collectively, "Comparable Companies"). The Committee
believes that pay comparisons should not be limited to the Standard & Poor's
Paper and Forest Products Index and the Standard & Poor's 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"), generally limits the corporate deduction for compensation paid to
executive officers of the Company to $1 million, unless certain requirements
are met. To the extent consistent with the Company's compensation policies and
the Committee's assessment of the interests of stockholders, the Company
intends to comply with the requirements for deductibility of executive
compensation under Section 162(m). However, the Committee will balance the
costs and burdens involved in such compliance against the value of the tax
benefits to be obtained by the Company thereby, and may in certain instances,
as with Mr. Stephens' 1994 compensation, pay compensation that is not fully
deductible if in its determination such costs and burdens outweigh such
benefits.
11
<PAGE> 16
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 the following factors listed in order of importance: the
significance of the executive's position to the Company, an executive's
experience and expertise in his or her position 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. Increases in base salaries for senior officers as a
whole in 1994 averaged 13% after decreasing an average of 2% in 1993. 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.
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. Target bonuses for
executive officers, which are payable when the Company achieves at or near 100%
of its performance targets, range from 68% to 80% of their respective base
salaries.
For 1994, 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. Achievements in excess of 130% of income from operations targets
could result in bonuses in excess of 200% of target bonuses. 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 1994, 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) record levels of income
from operations at Schuller which exceeded the maximum bonus target levels; 2)
improved financial results at Riverwood; 3) the restructuring of the Company's
capital structure; and 4) the completion of the initial public offering of debt
securities at Schuller. 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 expressly weighting any of the
foregoing criteria higher than any other of such criteria. For 1994, Manville
achieved 118% of its income from operations target, Schuller achieved 142% of
its income from operations target and Riverwood achieved 93% of its income from
operations target. Based on the achievements described above, aggregate annual
incentive compensation for executive officers in 1994 was 160% of target
bonuses.
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 Company's Long-Term Cash
Incentive Plan that entitle the
12
<PAGE> 17
holders to cash payments based on dividends and other distributions on the
Common Stock. The performance share grants were "front-end loaded and back-end
vested" in that the majority of the vesting was scheduled to occur in the last
two years of the five-year vesting period. On December 9, 1992, all
outstanding performance shares were converted to shares of restricted stock
subject to the performance shares' remaining vesting schedules. The final
vesting of the current five-year cycle will occur at the end of 1995. The
Company's current long-term incentive plans terminate at the end of 1995.
Mr. Kashnow, one of the Company's executive officers and the President
of Schuller, also participates in the Schuller International Group, Inc. 1994
Long Term Cash Incentive Compensation Plan (the "Schuller Plan"). Awards under
the Schuller Plan are in the form of performance units. The value of
performance units granted in 1994 will be determined based on Schuller's
performance over the 1994-1996 period against a financial goal based on
earnings before interest, taxes, depreciation and amortization or "EBITDA."
The Committee established EBITDA performance minimums, targets and maximums
corresponding with the 50th percentile, 75th percentile and 90th percentile,
respectively, of the historical performance of the companies that comprise the
Standard & Poor's Building Materials Index. Consistent with this level of
performance target, the 1994 awards are intended to provide a target long-term
incentive opportunity at the 75th percentile of the comparable market
factoring. It is the intention of the Committee to provide new awards of
performance units for successive three-year periods on an annual basis.
CEO Compensation. Mr. Stephens' total compensation has been determined
according to the principles described above. Mr. Stephens' base salary during
1994 was $600,000, which is well below the average of annual salaries for chief
executive officers of Comparable Companies. Based on the formula used to
determine bonuses under the Company's annual incentive plan described above,
including the Committee's subjective evaluation of his individual performance,
the Committee approved an award to Mr. Stephens of $650,000.
During 1994, the Committee reexamined the existing supplemental
pension arrangement for Mr. Stephens and concluded that it was inadequate in
light of the unique circumstances existing at the Company. The Committee
determined to put into place the supplemental retirement arrangement described
below under "Employment Agreements and Other Arrangements." In designing the
supplemental retirement arrangement for Mr. Stephens, the Committee consulted
with independent compensation consultants in order to determine a level of
benefit that is fully competitive. The Committee's intent was to put into
place an arrangement that is retentive while at the same time providing a
significant incentive to maximize stockholder value. In that connection, the
Committee made a restricted stock award in 1994 described under "Employment
Agreements and Other Arrangements," which is an offset to the retirement
benefit.
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.
1994 COMPENSATION COMMITTEE
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
13
<PAGE> 18
COMPENSATION SUMMARY
The following Summary Compensation Table sets forth the salary, bonus
and other compensation earned during 1992 through 1994 by W. Thomas Stephens,
the Company's Chief Executive Officer, and by each of the other 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.
<TABLE>
<CAPTION>
===================================================================================================================================
MANVILLE CORPORATION
SUMMARY COMPENSATION TABLE
- - -----------------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
------------------------------------------------
Annual Compensation Awards Payouts
- - -----------------------------------------------------------------------------------------------------------------------------------
Securities
Other Annual Restricted Stock Underlying All Other
Name and Compensation Award(s) Options/SARs LTCIP Payouts Compensation
Principal Position Year Salary ($) Bonus ($) ($)(1) ($)(2) (#)(4) ($)(5) ($)(6)
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. Thomas Stephens 1994 600,000 650,000 2,506 (3) -0- -0- 9,000
Chairman of the Board, ----------------------------------------------------------------------------------------------------------
President, CEO & 1993 500,000 300,000 3,419 -0- -0- -0- 83,994
Director ----------------------------------------------------------------------------------------------------------
1992 550,000 298,404 531 -0- -0- 998,400 269,630
===================================================================================================================================
Richard A. Kashnow 1994 300,000 408,000 2,324 -0- -0- -0- 9,000
President, Schuller ----------------------------------------------------------------------------------------------------------
International Group, 1993 265,000 320,114 3,259 -0- -0- -0- 8,994
Inc. ----------------------------------------------------------------------------------------------------------
1992 265,000 250,000 3,256 -0- -0- 291,200 7,130
===================================================================================================================================
Richard B. Von Wald 1994 245,833 275,000 4,625 (3) -0- -0- 9,000
Senior Vice President, ----------------------------------------------------------------------------------------------------------
General Counsel & 1993 225,000 150,000 930 -0- -0- -0- 8,994
Secretary ----------------------------------------------------------------------------------------------------------
1992 225,000 150,000 502 -0- -0- 174,720 257,130
===================================================================================================================================
Robert E. Cole 1994 225,000 275,000 4,625 -0- -0- -0- 9,000
Senior Vice President, ----------------------------------------------------------------------------------------------------------
Chief 1993 200,000 150,000 -0- -0- -0- -0- 8,994
Financial Officer ----------------------------------------------------------------------------------------------------------
1992 200,000 150,000 -0- -0- -0- 151,840 187,130
===================================================================================================================================
</TABLE>
14
<PAGE> 19
(1) Other Annual Compensation represents tax reimbursed by the Company to
the Named Executive Officers in respect of the taxable value of
perquisites provided to such officers.
(2) The number and value of aggregate restricted stock holdings for each
of the Named Executive Officers at the end of 1994, based on the net
fair market value of the Company stock on December 31, 1994, are as
follows: Mr. Stephens - 527,000 shares with a value of $4,743,000;
Mr. Kashnow - 55,000 shares with a value of $495,000; Mr. Von Wald -
183,000 shares with a value of $1,647,000; and Mr. Cole - 27,500
shares with a value of $247,500. Of the 527,000 shares for Mr.
Stephens and the 183,000 shares for Mr. Von Wald, 340,000 and 150,000
shares, respectively, were awarded in 1994 and related to certain
retirement benefits. See note 3 below. The following table shows the
vesting schedule of all shares awarded which, as of December 31, 1994,
had not previously vested for the four Named Executive Officers:
<TABLE>
<CAPTION>
================================================================================
1995 1996 1997-1999 TOTAL
================================================================================
<S> <C> <C> <C> <C>
W. T. Stephens 255,000 68,000 204,000 527,000
--------------------------------------------------------------------------------
R. A. Kashnow 55,000 -0- -0- 55,000
--------------------------------------------------------------------------------
R. B. Von Wald 63,000 30,000 90,000 183,000
--------------------------------------------------------------------------------
R. E. Cole 27,500 -0- -0- 27,500
================================================================================
</TABLE>
Each share of restricted stock is entitled to receive dividends
declared and paid on shares of the Common Stock, subject in the case
of the 1994 restricted stock awards to deferral or a cap in certain
limited circumstances. Upon the occurrence of certain events which
constitute a Change in Control (as defined under "Employment
Agreements and Other Arrangements") and upon the occurrence of certain
events described in the award agreements (including certain
terminations of employment in the case of the 1994 restricted stock
awards), all outstanding shares of restricted stock become immediately
vested and their value may be paid in cash to the holders.
(3) Messrs. Stephens and Von Wald received restricted stock awards, as
well as cash payments, in 1994 as a partial offset to certain
supplemental retirement benefits. See "Employment Agreements and
Other Arrangements."
(4) No Options or SARs were granted in any year indicated.
(5) Payouts are on performance units issued pursuant to the Manville
Corporation Long-Term Cash Incentive Plan. No payouts were made in
1993 or 1994. The Long-Term Cash Incentive Plan terminates on
December 31, 1995.
(6) Amounts in this column for 1994 represent the Company's $9,000
contribution to the Named Executive Officers' accounts in the Manville
Corporation Thrift Plan.
15
<PAGE> 20
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUES
The following table provides information concerning the exercise of
stock options and SARs by the Named Executive Officers during 1994 and the
value of unexercised options and SARs based on the difference between the
Company's stock price at the close of trading on December 31, 1994 and the
exercise price of the Option or SAR.
<TABLE>
<CAPTION>
=======================================================================================================================
MANVILLE CORPORATION
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUES
YEAR ENDED DECEMBER 31, 1994
- - -----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d)(1) (e)(2)
- - -----------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options and SARs at In-the-Money Options/SARs at
Shares FY-End (#) FY-End ($)
Acquired on Value
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
=======================================================================================================================
<S> <C> <C> <C> <C>
W. Thomas Stephens None None 208,000/0 286,000/0
- - -----------------------------------------------------------------------------------------------------------------------
Richard A. Kashnow None 114,950(3) 42,400/0 145,000/0
- - -----------------------------------------------------------------------------------------------------------------------
Richard B. Von Wald None None 42,400/0 58,300/0
- - -----------------------------------------------------------------------------------------------------------------------
Robert E. Cole None None 56,400/0 77,550/0
=======================================================================================================================
</TABLE>
(1) All are fully vested and exercisable and, except for Messrs.
Kashnow and Von Wald, include equal numbers of Options and
freestanding SARs related to the Common Stock. Messrs.
Kashnow and Von Wald each hold 42,400 Options, but no SARs.
(2) Based upon the closing stock price of the Common Stock of
$9.00 on December 31, 1994, less the exercise price of $7.625
for all Options and SARs, except 19,000 Options owned by Mr.
Kashnow with an exercise price of $6.875 per share.
(3) On February 3, 1994, Mr. Kashnow exercised 42,400 SARs with a
weighted exercise price of $7.29 per share at $10.00 per
share, the then current market value of the Common Stock.
16
<PAGE> 21
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
====================================================================================================================================
LONG-TERM INCENTIVE PLANS - AWARDS
IN LAST FISCAL YEAR
- - ------------------------------------------------------------------------------------------------------------------------------------
Number of Shares, Performance or Other Estimated Future Payouts Under Non-Stock Price-Based Plans
Units or Other Rights Period Until Maturation ----------------------------------------------------------
Name (#) or Payout Threshold Target Maximum
(a) (b) (1) (c) (2) ($) (3) ($) (4) ($) (5)
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
W. Thomas Stephens 0 N/A N/A N/A N/A
- - ------------------------------------------------------------------------------------------------------------------------------------
Richard A. Kashnow 1,300 December 31, 1996 $650,000 $1,300,000 $3,900,000
- - ------------------------------------------------------------------------------------------------------------------------------------
Richard B. Von Wald -0- N/A N/A N/A N/A
- - ------------------------------------------------------------------------------------------------------------------------------------
Robert E. Cole -0- N/A N/A N/A N/A
====================================================================================================================================
</TABLE>
(1) Units were granted under the Schuller Plan, which was adopted in 1994
for Schuller. The Schuller Plan provides for units to be granted to
participants, which entitle participants to receive cash payments.
The cash payments are determined based upon Schuller's EBITDA (as
defined in the Schuller Plan) over the three-year determination
period.
(2) Cash payments under the Schuller Plan are made at the end of the
three-year determination period for each grant. Upon certain events
that constitute a "change of control" (as defined in the Schuller
Plan), the value of outstanding units (determined as if the target
level of cumulative EBITDA for the applicable determination period was
met) is payable in cash to the participants.
(3) No payments will be made under the Schuller Plan unless Schuller's
EBITDA over the three-year determination period is $550 million, at
which point each participant will be entitled to receive $500 per unit
held by such participant.
(4) The target payment of $1,000 per unit shall be made if Schuller's
EBITDA over the three-year determination period is $650 million.
(5) The maximum payment of $3,000 per unit shall be made if Schuller's
EBITDA over the three-year determination period is more than $1
billion.
17
<PAGE> 22
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 Schuller International 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 Messrs. Stephens and Von Wald), and other employees, are eligible
to participate in the Supplemental Plan. Messrs. Stephens and Von Wald are
parties to individual supplemental retirement arrangements adopted in 1994 in
connection with which they received restricted stock awards and cash payments
in 1994 as a partial offset to certain supplemental retirement benefits. See
"Employment Agreements and Other Arrangements." The Supplemental Plan may be
funded by contributions to an irrevocable Supplemental Pension Plan Trust
("Pension Trust") for the accounts of participants. No contributions were made
to the Pension Trust in 1994. Contributions, if any, 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.
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
--------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 24,955 $ 33,274 $ 41,592 $ 49,910 $ 58,229
150,000 30,206 40,274 50,343 60,412 70,480
175,000 35,455 47,273 59,091 70,909 82,727
200,000 40,705 54,274 67,842 81,410 94,979
250,000 51,205 68,273 85,341 102,409 119,477
300,000 61,706 82,274 102,843 123,412 143,980
400,000 82,705 110,273 137,841 165,409 192,977
500,000 103,705 138,274 172,842 207,410 241,979
600,000 124,706 166,274 207,843 249,412 290,980
700,000 145,705 194,273 242,841 291,409 339,977
800,000 166,705 222,274 277,842 333,410 388,979
900,000 187,706 250,274 312,843 375,412 437,980
1,000,000 208,705 278,273 347,841 417,409 486,977
</TABLE>
______________________________
NOTES:
A. Had the individuals named in the Summary Compensation Table retired as of
December 31, 1994, their respective five-year average salaries plus bonus,
for purposes of the table set forth above, would have been as follows: Mr.
Stephens, $834,681; Mr. Kashnow, $416,023; Mr. Von Wald, $355,320; and Mr.
Cole, $297,800.
B. On December 31, 1994, the individuals named in the Summary Compensation
Table had the following years of credited service under the Retirement
Plan: Mr. Stephens - 28; Mr. Kashnow - 7; Mr. Von Wald - 21; and Mr. Cole
- 21.
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 1994 was $22,716 and will
be $24,312 in 1995. Salary, as defined in the Retirement Plan, includes
payments under the Annual Incentive Compensation Plan, but excludes
payments under the Company's Long-Term Cash Incentive Plan. The benefits
are determined by using straight life annuity amounts and are not subject
to reduction for Social Security benefits.
18
<PAGE> 23
EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS
Each of the Named Executive Officers and certain other salaried
executives of the Company have entered into three-year employment agreements
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 below, 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 in 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, benefits
include two years' annual salary, two years' target annual bonus, two years'
additional credit in certain cases under the Supplemental Plan, 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. Change in Control is
defined in the employment agreements to include a variety of events, including
significant changes in the Company's stock ownership or board of directors, its
dissolution, sales of significant assets by the Company, sale of an employee's
business unit and significant reductions in the Company's work force. In the
case of Messrs. Cole and Kashnow, such benefits are subject to a cap to limit
any loss of tax deductions by the Company as a result of the "golden parachute"
tax rules.
In 1994, the Board of Directors adopted certain supplemental
retirement arrangements for Messrs. Stephens and Von Wald in replacement of
prior supplemental retirement arrangements. The new supplemental retirement
agreement for each of them provides for the Company to pay each upon his
termination of employment a lump sum benefit (the "Supplemental Benefit") equal
to the present value of a single life annuity commencing at the time of such
termination ranging from 30% to 60% of his highest average base salary plus
cash bonus for three consecutive years during the preceding ten years ("Average
Pay"), offset by amounts payable under the Retirement Plan plus certain other
amounts, including the 1994 restricted stock awards of 340,000 shares and
150,000 shares, respectively, and cash payments made during 1994 of $1,300,000
and $500,000, respectively, and other payments previously made and to be made
in connection with the executives' retirement arrangements. The 1994
restricted stock awards have a five-year vesting schedule and had a fair market
value on the date of grant of $3,099,100 and $1,367,250, respectively. The
vesting of the restricted stock and payment of dividends thereon are subject to
a cap related to the supplemental retirement arrangements. If termination
occurs (i) after attaining age 62, (ii) without cause, (iii) for "good reason,"
(iv) for death or "disability" or (v) after the occurrence of a Change in
Control, the Supplemental Benefit will be 60% of Average Pay, and will be
increased to compensate for the impact of the timing of taxation of the
Supplemental Benefit (and the offsets thereto) as compared with the tax
treatment of a single life annuity.
The Company is also a party to a key man supplemental retirement
agreement with Mr. Cole providing for a benefit 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. The single life annual annuity for Mr. Cole under
such key man agreement will increase from $52,789 (payable at age 50) if he
terminates employment in 1995 to $79,305 if he terminates employment in 2004
before he attains age 55. In partial prepayment of such benefits, the Company
paid Mr. Cole $180,000 in 1992. The payment is refundable only in the event of
the termination of Mr. Cole's employment for cause. The amount paid by the
Company will reduce benefits to be paid to Mr. Cole under the key man
agreement. If retirement, termination of employment or death occurs after age
55, and after completion of 25 years of service, Mr. Cole will not receive
benefits under the key man agreement, but instead will receive his retirement
benefits solely under the Retirement Plan and the Supplemental Plan.
19
<PAGE> 24
COMPENSATION COMMITTEE INTERLOCKS
The Compensation Committee is currently comprised of Ms. Anderson
(Chairperson) and Messrs. Drew, Falise, Fowler, Goodwin, Hammes, Klein, Markey,
Storey and Troubh. No interlocks existed during 1994 between the Compensation
Committee and the officers or employees of the Company.
20
<PAGE> 25
PERFORMANCE GRAPH
Presented below is a graph comparing the total stockholder return on
Common Stock, assuming full dividend reinvestment, with the Standard & Poor's
500 Index, the Standard & Poor's Paper & Forest Products Index (which reflects
the business conducted by one of the Company's primary operating subsidiaries,
Riverwood International Corporation) and the Standard & Poor's Building
Materials Index (which reflects the business conducted by the Company's other
primary operating subsidiary, Schuller International Group, Inc.). The graph
compares the Company's performance to the other indices for the five-year
period ended December 31, 1994.
<TABLE>
<CAPTION>
MANVILLE S&P 500 S&P 155 S&P 400
MEASUREMENT PERIOD CORPORATION INDEX INDEX INDEX
<S> <C> <C> <C> <C>
12-31-89 100.00 100.00 100.00 100.00
12-31-90 50.68 96.86 90.29 85.43
12-31-91 86.30 125.92 114.35 124.62
12-31-92 105.92 135.28 130.63 152.69
12-31-93 115.62 148.73 143.75 203.31
12-31-94 124.25 150.62 149.78 157.07
</TABLE>
21
<PAGE> 26
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 five percent of the outstanding shares
of Common Stock as of March 15, 1995.
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF AMOUNT OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- - --------- ----------------------- ----------------------- --------
<S> <C> <C> <C>
Common Manville Personal 96,000,000 shares 78.1%
Stock Injury Settlement Trust (1)
8260 Willow Oaks Corporate Drive
Sixth Floor
P. O. Box 10415
Fairfax, Virginia 22031
</TABLE>
(1) At March 15, 1995, the Trustees of the Trust were: Robert A. Falise,
Chairman and Managing Trustee, Louis Klein, Jr., Frank J. Macchiarola,
Christian E. Markey, Jr. and Charles T. Hagel. Messrs. Falise, Klein
and Markey serve on the Company's Board of Directors.
22
<PAGE> 27
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of Common Stock
beneficially owned by all Directors and executive officers and all current
Directors and executive officers as a group as of March 15, 1995. With respect
to executive officers of the Company, the number of shares beneficially owned
includes shares owned as of March 15, 1995 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 792,500 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,
1995, 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 Common Stock, excluding the 96,000,000 shares
of Common Stock owned by the Trust and attributed to certain directors who
disclaim beneficial ownership of such shares.
<TABLE>
<CAPTION>
COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED
------------------------ ------------------
<S> <C>
Bette B. Anderson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
John C. Burton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
Robert E. Cole . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,791 (1)
Ernest H. Drew . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Robert A. Falise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,000,000 (2)
Robert E. Fowler, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,000
Todd Goodwin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,100
Michael N. Hammes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
John N. Hanson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
Richard A. Kashnow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,062 (3)
Louis Klein, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,000,000 (2)
Stanley J. Levy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
Christian E. Markey, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . 96,000,000 (2)
W. Thomas Stephens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766,155 (4)
Will M. Storey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Raymond S. Troubh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Richard B. Von Wald . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269,600 (5)
All Directors and current executive officers as a group (17 persons) . . . . . 97,307,208 (2)(6)
</TABLE>
(1) Includes options to purchase 28,200 shares of Common Stock.
(2) 96,000,000 of 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 Common Stock. Pursuant
to the 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.
(3) Includes options to purchase 42,400 shares of Common Stock.
(4) Includes options to purchase 104,000 shares of Common Stock.
(5) Includes options to purchase 42,400 shares of Common Stock.
(6) Includes options to purchase 217,000 shares of Common Stock.
23
<PAGE> 28
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 L.L.P. as independent
accountants of the Company for the year 1995. Coopers & Lybrand L.L.P. 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 L.L.P. 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 1994, the Company paid Coopers & Lybrand L.L.P. approximately
$2.6 million for audit services, and approximately $440,000 for non-audit
services. Audit services rendered in 1994 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 L.L.P. 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 L.L.P. 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 Common Stock present or represented by proxy at the Annual Meeting and
entitled to vote is required for the election of each Director nominee. The
ratification of the appointment of Coopers & Lybrand L.L.P. may be authorized
by a majority of the votes cast in person or by proxy at the Annual Meeting by
holders of shares entitled to vote thereon. On all matters presented to
stockholders, votes may be cast in favor or against such matter, or a
stockholder may abstain from voting. Abstentions are counted for the purpose
of determining the presence of a quorum for the transaction of business.
Abstentions are also counted in the tabulation of the total number of shares
entitled to vote on matters presented to stockholders, and thus have the effect
of a vote against the proposal. Brokers who hold shares in street name for
beneficial owners have the authority to vote on certain routine matters,
including without limitation, the election of Directors and ratification of the
appointment of auditors, when brokers have not received voting instructions
from the beneficial owners. As to other matters, brokers may not vote shares
held for beneficial owners without specific instructions from such beneficial
owners ("broker non-votes"). Broker non-votes are counted for determining the
presence of a quorum. Broker non-votes are not counted, however, in the
tabulation of the total number of shares entitled to vote on matters presented
to stockholders. 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.
24
<PAGE> 29
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Company's
1996 Annual Meeting must be received by the Secretary of the Company no later
than December 18, 1995. 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 1995
Annual Meeting.
By Order of the Board of Directors
Richard B. Von Wald
Senior Vice President,
General Counsel and Secretary
April 5, 1995
***************************************************************************
* *
* 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, 1994, without exhibits, may be obtained by a stockholder of the *
* Company, without charge, by writing to Manville Corporation, c/o *
* Investor Relations, P.O. Box 5108, Denver, Colorado 80217-5108. *
* *
***************************************************************************
25
<PAGE> 30
PROXY
MANVILLE CORPORATION
P.O. Box 5108, Denver, CO 80217-5108
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Will M. Storey, Raymond S. Troubh and W. Thomas
Stephens or any of them as Proxies, each with the power to appoint a
substitute, and hereby authorizes them to represent and to vote as designated
below, all the shares of common stock of Manville Corporation held of record by
the undersigned on April 4, 1995, at the Annual Meeting of Stockholders to be
held on June 2, 1995 or at any adjournment thereof.
Change of Address
The Board of Directors recommends a vote FOR
election of John C. Burton, Robert A. Falise, ------------------------------
Robert E. Fowler, Jr., Todd Goodwin, ------------------------------
Michael N. Hammes, John Nils Hanson, ------------------------------
Kathryn Rudie Harrigan, Louis Klein, Jr., ------------------------------
Stanley J. Levy, Christian E. Markey, Jr., (If you have written in the
W. Thomas Stephens, Will M. Storey and above space, please mark the
Raymond S. Troubh as Directors. 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
/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.
- - --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. Approval of Appoint- / / / / / / If you plan to attend the 1995 / /
Directors ment of Independent Annual Meeting in Atlanta,
(see reverse) Accountants. Georgia, please check this
box.
For, except vote withheld from the following nominee(s):
Change of Address / /
on Reverse Side
- - ---------------------------------------------------------
</TABLE>
- - --------------------------------------------------------------------------------
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 appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full title
as such.
--------------------------------------------
--------------------------------------------
SIGNATURE(S) DATE
