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SCHULLER CORPORATION
P.O. BOX 5108
717 17TH STREET (80202)
DENVER, COLORADO 80217-5108
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SUPPLEMENT TO PROXY STATEMENT
DATED MAY 22, 1996
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As described in the Proxy Statement relating to the Annual Meeting of
Stockholders of Schuller Corporation, formerly known as Manville Corporation
(the "Company"), to be held on Friday, June 7, 1996, stockholders have been
asked to approve the proposed Schuller Corporation 1996 Executive Incentive
Compensation Plan (the "1996 EICP"). In connection with this matter (Proxy
Item No. 2), please note that the total number of shares of the Company's
Common Stock, $.01 par value ("Common Stock"), reserved and available for
delivery to participants in connection with awards under the 1996 EICP is 6.9
million, plus up to 2,080,325 shares of Common Stock authorized but unissued
under the Company's existing long-term stock incentive plan.
In accordance with the proxy rules of the New York Stock Exchange,
Inc., brokers may not vote without customer instructions on the approval of
Proxy Item No. 2, as more fully described in the Proxy Statement.
Any stockholder previously giving a proxy 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. If you desire a new proxy card, please
contact the Secretary of the Company at the above address or call collect at
(303) 978-2548.
