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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 [X]
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 Section 240.14a-11(c) or Section 240.14a-12
Johns Manville Corporation
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(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] No fee required
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF JOHNS MANVILLE CORPORATION]
Johns Manville Corporation
P. O. Box 5108
Denver, CO 80217-5108
(303) 978-2000
March 16, 1999
Dear Stockholders:
The 1999 Annual Meeting of Stockholders of Johns Manville Corporation (the
"Company") will be held on Friday, April 23, 1999, at 8:00 a.m., at 717 17th
Street, Denver, Colorado.
The business scheduled for the Annual Meeting is the election of Directors,
the ratification of the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company and the consideration of a stockholder
proposal, if presented at the meeting.
No business presentations will be made at the Annual Meeting.
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 person, please check the appropriate
box on your proxy card.
Sincerely,
/s/ Charles L. Henry
Charles L. Henry
Chairman of the Board, President and
Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Holders of Johns Manville Corporation Common Stock:
The Annual Meeting of Stockholders of Johns Manville Corporation (the
"Company") will be held on Friday, April 23, 1999, at 8:00 a.m., at 717 17th
Street, Denver, Colorado, 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 PricewaterhouseCoopers LLP as
independent accountants of the Company for the year 1999;
(iii) act upon a stockholder proposal as described herein, if presented at the
meeting; and
(iv) transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only holders of record of the Company's stock at the close of business on
February 22, 1999, 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.
March 16, 1999
/s/ Dion Persson
Dion Persson
Vice President, Assistant General
Counsel
and Secretary
Johns 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 in person, 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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JOHNS MANVILLE CORPORATION
P. O. BOX 5108
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Introduction.............................................................. 1
Election of Directors (Proxy Item No. 1).................................. 2
Board Attendance........................................................ 4
Committees of the Board of Directors.................................... 4
Certain Relationships and Related Transactions.......................... 5
Compensation of Directors............................................... 5
Executive Compensation.................................................... 6
Report of the Compensation Committee.................................... 6
Compensation Summary.................................................... 9
Option/SAR Grants in Last Fiscal Year................................... 10
Aggregated Option/SAR Exercises in Last Fiscal Year and Year-End
Option/SAR Values...................................................... 11
Pension Plan............................................................ 11
Employment Agreements and Other Arrangements............................ 12
Compensation Committee Interlocks and Insider Participation............. 13
Performance Graph....................................................... 13
Security Ownership of Certain Beneficial Owners and Management............ 14
Security Ownership of Certain Beneficial Owners......................... 14
Security Ownership of Management........................................ 14
Ratification of Appointment of Independent Accountants (Proxy Item No.
2)....................................................................... 15
Stockholder Proposal (Proxy Item No. 3)................................... 16
Other Business............................................................ 16
Section 16(a) Beneficial Ownership Reporting Compliance................... 16
Voting Procedures......................................................... 17
Stockholder Proposals for 2000 Annual Meeting............................. 17
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i
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JOHNS MANVILLE CORPORATION
P. O. Box 5108
717 17th Street (80202)
Denver, CO 80217-5108
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PROXY STATEMENT
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INTRODUCTION
The enclosed proxy is solicited by the Board of Directors of Johns Manville
Corporation (the "Company") 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 February 22, 1999, the record date for
the Annual Meeting, are entitled to notice of, and to vote at, the Annual
Meeting. At the close of business on that date, 159,280,789 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 costs 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 March 16, 1999.
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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 as a Director.
Effective November 28, 1988, the Company 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, the 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, Louis Klein, Jr., and Christian E. Markey, Jr., Trustees
of the Trust, who are presently members of the Company's Board, are all
nominees for election to the Board at the Annual Meeting.
Your Board of Directors has approved the following nominees for Director and
recommends a vote FOR such nominees.
Leo Benatar In June 1996, Mr. Benatar became an Associated
Associated Consultant Consultant at A. T. Kearney, Inc., a management
A. T. Kearney, Inc. consulting firm. Prior to that, Mr. Benatar was a
Director since 1996 Director of Sonoco Products Company and the
Age: 69 Chairman of Engraph, Inc., a wholly owned
subsidiary of Sonoco Products Company, from
October 1993 to June 1996. He was a Senior Vice
President of Sonoco Products Company between 1993
and 1996. Mr. Benatar also serves on the Boards
of Directors of Aaron Rents, Inc., Interstate
Bakeries Corporation, JPS Packaging, Mohawk
Industries, Inc. and Paxar Corporation. Mr.
Benatar is Chairman of the Health, Safety and
Environment Committee and is a member of the
Audit and Compensation Committees.
Ernest H. Drew From July 1997 to December 1997, Dr. Drew was
Former Chief Executive Chief Executive Officer of the Industries and
Officer, Technology Group of Westinghouse Electric
Industries and Corporation. Prior to joining Westinghouse, from
Technology Group, January 1995 to June 1997, Dr. Drew served as a
Westinghouse Electric member of the Board of Management of Hoechst AG,
Corporation a chemical and pharmaceutical company. From 1988
Director since 1998 to December 1994, Dr. Drew was President and
Age: 61 Chief Executive Officer of Hoechst Celanese
Corporation. Dr. Drew is also a director of
Ashland, Inc., Public Service Enterprise Group
and Thomas & Betts Corporation. Dr. Drew is also
a member of the Committee on Board Organization
and Operation, Compensation and Health, Safety
and Environment Committees.
Robert A. Falise Mr. Falise was elected a Trustee of Manville
Chairman and Managing Personal Injury Settlement Trust in December
Trustee, 1991, and became its Chairman and Managing
Manville Personal Injury Trustee in January 1992. Mr. Falise served as
Settlement Trust Chairman of the Board of the Company from June to
Director since 1992 September of 1996. Mr. Falise is Chairman of the
Age: 66 Executive Committee and is a member of the Audit,
Committee on Board Organization and Operation,
Compensation and Finance Committees.
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Todd Goodwin Mr. Goodwin has been a General Partner of the New
General Partner, York investment banking firm Gibbons, Goodwin,
Gibbons, Goodwin, van van Amerongen since 1984. Mr. Goodwin is also a
Amerongen Director of Merrill Lynch Funds for Institutions
Director since 1991 Series, Merrill Lynch Intermediate Government
Age: 67 Bond Fund and Wells Aluminum. Mr. Goodwin is
Chairman of the Compensation Committee and is a
member of the Committee on Board Organization and
Operation, Executive and Finance Committees.
Michael N. Hammes Since November 1998, Mr. Hammes has been the
Chairman and Chairman and Chief Executive Officer of The Guide
Chief Executive Officer, Corporation, an automotive lighting business.
The Guide Corporation From October 1993 to February 1997, Mr. Hammes
Director since 1993 was Chairman of the Board and Chief Executive
Age: 57 Officer of The Coleman Company, Inc., a global
marketer and manufacturer of products used in the
outdoor recreation and hardware industries. Mr.
Hammes was previously Vice Chairman of The Black
& Decker Corporation. Mr. Hammes is also a
Director of NAVISTAR. Mr. Hammes is a member of
the Audit, Compensation, Executive and Finance
Committees.
Kathryn Rudie Harrigan Ms. Harrigan is the Henry R. Kravis Professor of
Henry R. Kravis Business Leadership at the Columbia University
Professor of Graduate School of Business, where she has been a
Business Leadership, professor in the Management and Organizations
Columbia University Division since 1981. Ms. Harrigan is also a
Graduate Director of Cambrex Corporation and Technical
School of Business Chemicals and Products, Inc. Ms. Harrigan is a
Director since 1995 member of the Finance and Health, Safety and
Age: 48 Environment Committees.
Charles L. Henry Mr. Henry was named Chairman of the Board,
Chairman of the Board, President and Chief Executive Officer of the
President and Company in September 1996. Mr. Henry was
Chief Executive Officer, previously Chief Financial Officer and Executive
Johns Manville Vice President at E.I. du Pont de Nemours and
Corporation Company ("DuPont"). He joined DuPont in 1963 and
Director since 1996 held a number of positions beginning with Process
Age: 57 Engineer. Mr. Henry is a member of the Committee
on Board Organization and Operation, Executive,
Finance and Health, Safety and Environment
Committees.
Louis Klein, Jr. Mr. Klein was elected a Trustee of Manville
Manville Personal Injury Personal Injury Settlement Trust in December
Settlement Trust 1991. Mr. Klein also serves on the Board of
Director since 1992 Trustees of The CRM Funds. Mr. Klein is Chairman
Age: 63 of the Audit Committee and is a member of the
Compensation and Finance Committees.
Christian E. Markey, Jr. Judge Markey has been a Trustee of Manville
Trustee, Personal Injury Settlement Trust since its
Manville Personal Injury inception in 1988 and is serving as a private
Settlement Trust judge specializing in dispute resolution,
Director since 1992 including trials, arbitrations and mediations.
Age: 69 Judge Markey is Chairman of the Committee on
Board Organization and Operation and is a member
of the Health, Safety and Environment Committee.
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William E. Mayer In December 1996, Mr. Mayer formed Development
Founder, Capital L.L.C., a company which invests in
Development Capital private and public companies. From October 1992
L.L.C. to December 1996, Mr. Mayer was Dean of the
Director since 1996 College of Business and Management of the
Age: 58 University of Maryland at College Park. He also
serves as a Director on the Boards of Hambrecht &
Quist, Inc., Lee Enterprises, Inc. and Premier,
Inc., and as Trustee for the Colonial Group of
Mutual Funds. Mr. Mayer is Chairman of the
Finance Committee and is a member of the Audit,
Committee on Board Organization and Operation and
Executive Committees.
Board Attendance
During 1998, the Board of Directors of the Company had seven regular
meetings and four special meetings. In 1998, each Director attended a minimum
of 75 percent of the total number of 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 six standing Committees: Audit,
Board Organization and Operation, Compensation, Executive, Finance and Health,
Safety and Environment.
Audit Committee
The Audit Committee is comprised of Messrs. Benatar, Falise, Hammes, Klein
(Chairman) and Mayer. The Audit Committee met three times during 1998 and,
during such meetings, met with the Company's internal auditors, independent
public accountants and operating and financial management. The principal
functions of the Audit Committee are to review and report to the Board with
respect to: (i) the annual financial statements and filings with the
Securities and Exchange Commission; (ii) accounting issues significant to the
Company; (iii) internal auditing, accounting and financial controls; (iv) 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) the Company's policies governing compliance with laws and
regulations, ethics and conflicts of interest and any significant instances of
employee misconduct; and (vi) travel and entertainment expenses of all
officers of the Company.
Committee on Board Organization and Operation
The Committee on Board Organization and Operation is comprised of Messrs.
Drew, Falise, Goodwin, Henry, Markey (Chairman) and Mayer. The Committee on
Board Organization and Operation met one time during 1998. 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.
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 to the
Board persons for nomination to the position of Director should send their
recommendations to the Secretary of the Company.
Compensation Committee
The Compensation Committee is comprised of Messrs. Benatar, Drew, Falise,
Goodwin (Chairman), Hammes and Klein. The Compensation Committee met three
times during 1998. The principal functions of the Compensation Committee are
to: (i) approve and report to the Board with respect to executive
compensation, subject to the approval of the full Board in the case of
compensation of the Chief Executive Officer; (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.
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Executive Committee
The Executive Committee is comprised of Messrs. Falise (Chairman), Goodwin,
Hammes, Henry and Mayer. The Executive Committee did not meet in 1998. 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.
Finance Committee
The Finance Committee is comprised of Messrs. Falise, Goodwin, Hammes,
Henry, Klein and Mayer (Chairman) and Ms. Harrigan. The Finance Committee met
one time during 1998. The principal functions of the Finance Committee are to
review and report to the Board with respect to: (1) significant tax issues and
treasury matters; (2) the Company's capital structure; (3) the composition and
actions of the Investment Committee; and (4) the Company's retirement, thrift,
health and welfare and other benefit plans.
Health, Safety and Environment Committee
The Health, Safety and Environment Committee is comprised of Messrs. Benatar
(Chairman), Drew, Henry and Markey and Ms. Harrigan. The Health, Safety and
Environment Committee met two times during 1998. 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 78.4 percent of the outstanding Common Stock
and by virtue of such stock ownership is able to nominate and elect Directors
of the Company as the Trust determines. Three of the Company's current
Directors, Messrs. Falise, Klein and Markey, are Trustees of the Trust.
Compensation of Directors
Charles L. Henry 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,
$1,000 for each Committee of the Board meeting attended, and reimbursement for
travel expenses related to attendance at Board and Committee meetings. Each
Director (other than Messrs. Falise, Henry, Klein and Markey) 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 are paid
directly to the Trust pursuant to the Manville Personal Injury Settlement
Trust Agreement, as amended (the "Trust Agreement").
In addition, non-employee Directors (other than Trustee Directors) are
granted $12,500 annually in deferred shares of Common Stock under the
Company's Non-Employee Directors' Deferred Compensation Plan (the "Directors'
Plan"). Because the Trust Agreement prohibits Trustee Directors from direct
ownership of Common Stock, Trustee Directors are granted $12,500 annually to
be deemed invested in non-Common Stock investment alternatives under the
Directors' Plan. The Directors' Plan provides that if Trustee Directors become
eligible to own Common Stock, the annual grants will automatically be deemed
to be invested in Common Stock. The Directors' Plan also provides for elective
deferral of annual retainers, Board and Committee meeting fees and Committee
Chairman fees.
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EXECUTIVE COMPENSATION
Report of the Compensation Committee
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of Directors who are not employees of the Company or any of
its subsidiaries. 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. We
consult with outside compensation consultants, attorneys and other
specialists.
Our primary objective 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 build long-term value for stockholders. 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, 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. However, actual total compensation levels may range below or
above competitive levels based on performance. The compensation system aligns
the interests of executives with the interests of stockholders and encourages
employees to anticipate and respond to business challenges and opportunities
while avoiding an entitlement attitude.
Together with its outside experts, we review compensation practices of other
companies and the prevailing salary and total compensation levels. Comparisons
are made with compensation levels for a broad group of companies, including
all of the companies included in the Standard & Poor's Building Materials
Index, which reflects the Company's principal lines of business. Target
compensation levels are determined based upon the 50th to 75th percentile
levels of compensation at comparable companies for comparable performance. We
consider the Company's mix of businesses, its unique stock ownership and its
strategic and tactical objectives when target compensation levels are set.
Section 162(m) of the Internal Revenue Code (the "Code") generally disallows
a tax deduction to public companies for compensation over $1 million paid to
the Chief Executive Officer and the other four most highly compensated
individuals who are executive officers as of the end of the year. An exception
is made for qualifying performance-based compensation if certain requirements
are met. It is our policy to preserve corporate tax deductions by qualifying
compensation paid over $1 million to named executive officers, but we also
maintain the flexibility to approve compensation arrangements that we deem to
be in the best interests of the Company and its stockholders but which may not
always qualify for full tax deductibility, as was the case in 1998 with
respect to a portion of Mr. Henry's compensation.
Compensation Philosophy
The discussion below outlines our philosophy for administering the three
major components of executive pay: base salary, annual incentive and stock
options.
Base Salaries. We determine base salaries of executives by considering the
following factors listed in order of importance: the significance of the
executive's position to the Company, the executive's experience and expertise
in his or her position, and competitive marketplace salaries for similar
positions. We base individual salary increases on each person's performance.
Base salaries for current executive officers increased, on average, 6.3
percent in 1998. Our policy is to position base salaries at or below
competitive levels for similarly qualified executives in comparable positions.
Annual Incentive Bonus. Since 1987, the Company has had an annual incentive
pay plan that provides above average bonus opportunities when Company
performance merits such awards. Target bonuses for executive officers in 1998
ranged from 65 percent to 100 percent of their respective base salaries.
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For 1998, the maximum bonus potential, according to the formula in the plan,
would be triggered at achievement of 125 percent of 1998 earnings per share
targets and 130 percent of 1997 earnings per share amounts. The minimum bonus
award required the achievement of 75 percent of 1998 earnings per share
targets and 1997 earnings per share amounts. Achievements in excess of 130
percent of earnings per share targets or personal achievements of particular
significance could result in bonuses in excess of 200 percent of target
bonuses. In some cases, after-tax operating income targets are utilized in
addition to earnings per share targets. We review and approve the annual
performance targets, other performance objectives, and maximum and minimum
performance levels at the beginning of each year.
In 1998, we weighted 80 percent of the bonus on financial goals and 20
percent of the bonus on our assessment of an individual executive's
performance. In approving individual awards, we considered the following
factors: achievement of record levels of earnings per share at the Company
(30% percent higher than 1997); the continued improvement in the safety record
of the Company; and the completion of several key acquisitions, dispositions
and strategic alliances during 1998. For 1998, the Company's various business
divisions achieved between 75 percent and 143 percent of their respective
after-tax operating income targets, while the Company as a whole achieved 127
percent of its earnings per share target. We also took into account the Chief
Executive Officer's appraisal of each senior officer and made our decision
regarding individual awards without expressly weighting any of the foregoing
criteria higher than any other of such criteria. Based on the achievements
described above, aggregate annual incentive compensation for executive
officers in 1998 was 185 percent of target bonuses. Executive officers who
elected to defer receipt of all or part of their annual incentive bonus and to
have such amounts deemed to be invested in Common Stock for at least two
years, will receive a 15 percent premium grant of Common Stock at the end of
the two-year period if still employed at such time.
Long-Term Incentive Plans. In 1996, the Company adopted the Johns Manville
Corporation 1996 Executive Incentive Compensation Plan (the "Stock Plan"),
which was approved by stockholders at the 1996 Annual Meeting. Options and
awards have been granted under the Stock Plan with the intention to recognize
the joint commitment of the Board of Directors and key management to a long-
term growth strategy and the creation of stockholder value.
Effective January 1, 1996, we granted ten-year stock options and deferred
stock awards to executive officers and other members of management in amounts
representing a multi-year long-term incentive grant. The exercise price of 60
percent of the options was established at $10.625 per share, the market price
of the Common Stock (the "Market Price") on June 7, 1996, the actual date of
grant, and the exercise price of the remaining 40 percent of the options was
established at $13.281 per share, which represents a twenty-five percent
premium over the Market Price. Fifty percent of the options vested at December
31, 1996 and 50 percent vested at December 31, 1997. The deferred stock awards
represent the right to receive Common Stock or the value thereof and current
dividends thereon. Sixty percent of the deferred stock vested on December 31,
1998, and the remainder will vest in equal amounts on December 31, 1999 and
December 31, 2000, assuming continued employment. Executive officers joining
the Company since January 1, 1996 have also been awarded options and deferred
stock under the Stock Plan in prorated amounts based on their starting dates
and the stock price at such times.
On December 10, 1998, we granted additional ten-year stock options to
executive officers and other members of management. In light of the multi-year
grant described above, these options represented approximately one-half of a
normal annual grant. The exercise price of the options was established at
$15.1875, the market price of the Common Stock on December 10, 1998, the
actual date of grant. One-third of the options vest on December 31, 1999 and
each of the two succeeding anniversaries of such date.
CEO Compensation. Mr. Henry's total compensation has been determined in
accordance with the principles described above which are applicable to all
executive officers of the Company. Mr. Henry's 1998 base salary of $725,000 is
in accordance with the average of annual salaries for chief executive officers
of comparable companies. Mr. Henry received an annual incentive bonus for 1998
of $1,375,000 based upon the factors discussed above and on our assessment of
Mr. Henry's individual accomplishments. Mr. Henry elected to
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defer the receipt of 75 percent of the 1998 incentive bonus and to have it
invested in Common Stock. On December, 10, 1998, we granted Mr. Henry a 10-
year stock option to purchase 125,000 shares of Common Stock at $15.1875 per
share.
We believe the design of its total compensation system accomplishes the
Company's goals of attracting new management talent, retaining the Company's
high quality ongoing management team and aligning the interests of these
executives with those of stockholders.
1998 Compensation Committee
Todd Goodwin, Chairman
Leo Benatar
Ernest H. Drew
Robert A. Falise
Michael N. Hammes
Louis Klein, Jr.
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Compensation Summary
The following Summary Compensation Table sets forth the compensation earned
from the Company during 1996 through 1998 by Charles L. Henry, the Company's
Chief Executive Officer, and by each of the other four most highly compensated
executive officers of the Company during 1998 (the "Named Executive
Officers"). Bonuses are shown for the year earned, although these are
generally paid at the beginning of the subsequent year.
JOHNS MANVILLE CORPORATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------- -----------------------------
Awards Payouts
--------------------- -------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Comp. Award(s) Options/ Payouts Comp.
Principal Position Year Salary($) Bonus($) ($)(1) ($)(2) SARs(#) ($)(3) ($)(4)
------------------ ---- --------- --------- ------ ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles L. Henry........ 1998 725,000 1,375,000 5,608 -0- 125,000 -0- 9,600
Chairman of the Board, 1997 650,000 650,000 26,390 -0- 200 -0- 8,181
President & CEO 1996 203,125 330,000 1,519 2,499,999 865,830 -0- 80,575
Thomas L. Caltrider(5).. 1998 275,000 365,750 27,115 -0- 38,300 -0- 18,496
Senior Vice President, 1997 143,750 130,000 21,751 357,994 197,203 -0- 74,519
Insulation Group 1996 -0- -0- -0- -0- -0- -0- -0-
Johns J. Klocko, 1998 93,750 109,687 1,287 199,355 98,174 -0- 45,110
III(6).................
Senior Vice President 1997 -0- -0- -0- -0- -0- -0- -0-
and
General Counsel 1996 -0- -0- -0- -0- -0- -0- -0-
John P. Murphy(7)....... 1998 225,000 277,875 13,076 -0- 30,250 -0- 109,600
Senior Vice President 1997 18,750 10,000 -0- 254,353 128,021 -0- -0-
and
Chief Financial Officer 1996 -0- -0- -0- -0- -0- -0- -0-
Harvey L. Perry, Jr. ... 1998 235,000 260,206 -0- 97,606 91,139 -0- 9,600
Senior Vice President, 1997 210,000 121,000 15,038 -0- 200 338,842 8,181
Engineered Products 1996 210,000 200,000 1,379 412,463 208,620 273,381 9,000
Group
</TABLE>
- --------
(1) Other Annual Compensation represents amounts 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 deferred Common Stock awards held by
each of the Named Executive Officers at the end of 1998, based on the fair
market value of the Common Stock on December 31, 1998, are as follows: Mr.
Henry--94,118 shares with a value of $1,547,065; Mr. Caltrider--20,330
shares with a value of $334,174; Mr. Klocko--12,268 shares with a value of
$201,655; Mr. Murphy--14,999 shares with a value of $246,546; and Mr.
Perry--21,994 shares with a value of $361,526.
The following table shows the vesting schedule of all shares awarded which,
as of December 31, 1998, had not previously vested for the Named Executive
Officers:
<TABLE>
<CAPTION>
1999 2000 Total
------ ------ ------
<S> <C> <C> <C>
C. L. Henry............................................. 47,059 47,059 94,118
T. L. Caltrider......................................... 10,165 10,165 20,330
J. J. Klocko, III....................................... 7,192 5,076 12,268
J. P. Murphy............................................ 7,500 7,499 14,999
H. L. Perry, Jr. ....................................... 10,997 10,997 21,994
</TABLE>
Each share of deferred stock is entitled to receive a payment equal to
dividends declared and paid on shares of the Common Stock. 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) all outstanding shares of restricted
and deferred stock become immediately vested and, in the case of deferred
stock, their value may be paid in cash to the holders.
(3) Amounts represent payments made under the Company's 1994 Long Term Cash
Incentive Compensation Plan.
9
<PAGE>
(4) Amounts in this column represent $8,896 paid to Mr. Caltrider in 1998 for
relocation expenses; $42,972 paid to Mr. Klocko in 1998 for relocation
expenses; $100,000 paid to Mr. Murphy in 1998 in lieu of relocation
payments, $80,575 paid to Mr. Henry in 1996 for relocation expenses; and
$67,092 paid to Mr. Caltrider in 1997 for relocation expenses. All other
amounts in this column of up to $9,000 in 1996, $8,181 in 1997 and $9,600
in 1998 represent the Company's contribution to each of the Named
Executive Officers' accounts in the Company's 401(k) Plan.
(5) Mr. Caltrider joined the Company effective June 5, 1997.
(6) Mr. Klocko joined the Company effective August 1, 1998.
(7) Mr. Murphy joined the Company effective December 1, 1997.
Option/SAR Grants in Last Fiscal Year
The following table provides information concerning options granted to the
Named Executive Officers during 1998. The hypothetical present value on date
of grant shown in the last column below for stock options granted in 1998 is
presented pursuant to the rules of the Securities and Exchange Commission and
is calculated under the modified Black-Scholes model for pricing options.
There is no assurance that the hypothetical present values of the stock
options reflected in the following table will be realized.
In 1998, the Company granted market-priced options to purchase shares of
Common Stock to its executive officers and certain other management employees.
JOHNS MANVILLE CORPORATION
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------
Percent of Total
Options/SARs
Number of Securities Granted to Exercise or Grant Date
Underlying Options Employees in Base Price Expiration Present Value
Name Granted(1) Fiscal Year Per Share Date ($)(2)
---- --------------------- ---------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Charles L. Henry........ 125,000 12.8% $15.1875 12/10/08 890,177
Thomas L. Caltrider..... 38,300 3.9% $15.1875 12/10/08 272,750
John J. Klocko, III..... 41,963 4.3% $16.2500 12/31/05 268,736
25,961 2.7% $20.3125 12/31/05 138,921
30,250 3.1% $15.1875 12/10/08 215,423
John P. Murphy.......... 30,250 3.1% $15.1875 12/10/08 215,423
Harvey L. Perry, Jr..... 32,283 3.3% $10.6250 12/31/05 135,179
20,556 2.1% $13.2810 12/31/05 71,922
38,300 3.9% $15.1875 12/10/08 272,750
</TABLE>
- --------
(1) The options exercisable at $15.1875 (the "$15 Options") vest one-third on
each of the first three anniversaries of December 31, 1998. The remaining
options granted in 1998 vest one-half on each of the first two
anniversaries of the date of grant. Upon the occurrence of certain events
which constitute a Change in Control (as defined under "Employment
Agreements and Other Arrangements") all the options immediately vest and
become exercisable.
(2) The hypothetical present values on grant date are calculated under the
Black-Scholes Model, which is a mathematical formula used to value options
traded on stock exchanges. This formula considers a number of factors in
hypothesizing an option's present value. Factors used to value $15 Options
include the stock's exercise price (fair market value on the date of
grant) expected volatility rate (41.6%), risk free rate of return (4.8%),
expected dividend yield (1.46%) and the expected time of exercise (8.5
years). Factors used to value the other options include the stock's
exercise price (fair market value on the date of grant) the stock's
expected volatility rate (41.6%), risk free rate of return (4.6%),
expected dividend yield (1.46%) and the expected time to exercise (5.5
years).
10
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
YEAR-END OPTION/SAR VALUES
The following table provides information concerning the exercise of stock
options and SARs by the Named Executive Officers during 1998 and the value of
unexercised options and SARs.
JOHNS MANVILLE CORPORATION
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUES
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired on Value Options at FY-End(#) Options at FY-End($)
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Charles L. Henry........ None None 865,830/125,200 4,112,784/157,100
Thomas L. Caltrider..... None None 98,502/137,001 378,116/426,836
John J. Klocko, III..... None None 0/98,174 0/45,861
John P. Murphy.......... None None 64,011/94,260 280,781/318,588
Harvey L. Perry, Jr. ... None None 208,620/92,339 990,961/307,067
</TABLE>
Pension Plan
Salaried employees are participants in the Johns 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, and
other employees, are eligible to participate in the Supplemental Plan. In
addition, Mr. Henry is entitled to an individual retirement arrangement under
the terms of his employment agreement. 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.
11
<PAGE>
The following Pension Plan Table sets forth the estimated annual benefits
payable upon retirement, including amounts attributable to the Supplemental
Plan, for specified remuneration levels and years of service.
<TABLE>
<CAPTION>
Years of Service
----------------------------------------------------
Remuneration 5 10 15 20 25 30
- ------------ ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 150,000................. $ 9,943 $ 19,886 $ 29,830 $ 39,773 $ 49,716 $ 59,659
200,000................. 13,444 26,887 40,331 53,774 67,218 80,662
250,000................. 16,943 33,887 50,830 67,774 84,717 101,660
300,000................. 20,443 40,886 61,330 81,773 102,216 122,659
400,000................. 27,443 54,887 82,330 109,774 137,217 164,660
500,000................. 34,444 68,887 103,331 137,774 172,218 206,662
600,000................. 41,443 82,886 124,330 165,773 207,216 248,659
700,000................. 48,443 96,887 145,330 193,774 242,217 290,660
800,000................. 55,444 110,887 166,331 221,774 277,218 332,662
900,000................. 62,443 124,886 187,330 249,773 312,216 374,659
1,000,000................. 69,443 138,887 208,330 277,774 347,217 416,660
1,200,000................. 88,443 166,886 250,330 333,773 417,216 500,659
1,400,000................. 97,444 194,887 292,331 389,774 487,218 584,662
</TABLE>
- --------
Notes:
(1) Had the Named Executive Officers retired as of December 31, 1998, their
remuneration, for purposes of the table set forth above, would have been
as follows: Mr. Henry, $1,177,500; Mr. Caltrider, $405,000; Mr. Murphy,
$235,000; and Mr. Perry, $339,100. Mr. Klocko is not eligible to
participate in the retirement plan until he has completed one full year of
service with the Company.
(2) On December 31, 1998, the Named Executive Officers had the following years
of credited service under the Retirement Plan: Mr. Henry, 2; Mr.
Caltrider, 1; Mr. Klocko, 0; Mr. Murphy, 1; and Mr. Perry, 20.
(3) The Retirement Plan provides for payment of a retirement allowance based
on 1.02 percent of the participant's five-year average final salary up to
Covered Compensation (as defined in the Retirement Plan) plus 1.4 percent
of the participant's average final salary greater than Covered
Compensation multiplied by the participant's years of benefit service up
to a maximum of 35 years plus 1.33 percent of the participant's average
final salary multiplied by the participant's years of service over 35 plus
2.5 percent of the value of the participant's refunded contributions and
interest compounded at 5.0 percent until normal retirement age. Salary, as
defined in the Retirement Plan, includes payments under the Company's
annual incentive pay plan, but excludes payments under the Company's long-
term incentive compensation plan. The benefits are determined by using
straight-life annuity amounts and are not subject to reduction for Social
Security benefits.
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 that 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 equal a
total of two times the annual salary, the full year bonus at target levels of
performance under the Company's annual incentive pay plan and certain other
benefits. Following a Change in Control, the definitions of "cause" and "good
reason" are liberalized and benefits payable are 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 three years' annual salary, three
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, 36 months of continued welfare benefits and 24 months
of continued perquisites. In addition, the Company has agreed that if any of
the Named Executive
12
<PAGE>
Officers is determined to be subject to any excise tax under Code Section 4999
and related interest and penalties as a result of any payments made to him
("Excise Tax"), the Company shall pay such officer an amount which, after
taking into account any federal, state and local income taxes and excise taxes
upon such amount, is equal to the amount of the Excise Tax. 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 and sales of significant assets by the Company.
In order to provide Mr. Henry with retirement benefits comparable to the
retirement benefits he would have earned at DuPont, Mr. Henry's employment
agreement also provides for certain supplemental retirement benefits,
generally equal in value to a single life annuity of $932,740 per year less
the amount of all annual payments which Mr. Henry is entitled to receive under
all defined benefit plans maintained by the Company and by DuPont. The
retirement benefits are subject to reduction in the event Mr. Henry's
employment terminates prior to his attaining the age of 62.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is currently comprised of Messrs. Benatar, Drew,
Falise, Goodwin (Chairman), Hammes and Klein. No interlocks existed and no
insider participation occurred during 1998 between the Compensation Committee
and the officers or employees of the Company.
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 (S&P 500) and the Standard & Poor's Building Materials Index (S&P
Building Materials). The graph compares the Company's performance to the other
indices for the five-year period ended December 31, 1998.
JOHNS MANVILLE CORPORATION
1993 1994 1995 1996 1997 1998
Johns Manville 100 105.88 152.94 204.13 195.78 324.56
S&P 500 100 101.32 139.34 171.32 228.46 293.74
S&P Building Materials 100 73.71 99.84 120.00 139.67 155.34
13
<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 five percent of the outstanding shares of Common
Stock as of March 1, 1999.
<TABLE>
<CAPTION>
Amount of
Title of Name and Address of Beneficial Beneficial Percent of
Class Owner Ownership Class
-------- ------------------------------ ------------------ ----------
<C> <S> <C> <C>
Common Stock Manville Personal Injury 124,927,110 shares 78.4%
Settlement Trust(1)
8260 Willow Oaks Corporate Drive
Sixth Floor
P. O. Box 10415
Fairfax, Virginia 22031
</TABLE>
- --------
(1) At March 1, 1999, the Trustees of the Trust were: Robert A. Falise,
Chairman and Managing Trustee, Louis Klein, Jr., Frank J. Macchiarola and
Christian E. Markey, Jr., three of whom serve on the Company's Board of
Directors.
Security Ownership of Management
The following table sets forth the number of shares of Common Stock
beneficially owned by all Directors and Named Executive Officers and all
Directors and executive officers as a group as of February 22, 1999. As of
February 22, 1999, the percentage of Common Stock beneficially owned by any
Director, Named Executive Officer or by all Directors and executive officers
as a group, did not exceed 1.0 percent of the outstanding shares of the Common
Stock, excluding the 124,927,110 shares of Common Stock owned by the Trust
(constituting 78.4% of the outstanding shares of Common Stock) and attributed
to certain directors who disclaim beneficial ownership of such shares.
<TABLE>
<CAPTION>
Common Stock
Name of Beneficial Owner Beneficially Owned
- ------------------------ ------------------
<S> <C>
Leo Benatar................................................ 12,578(1)
Thomas L. Caltrider........................................ 117,356(2)
Ernest H. Drew............................................. 2,912(3)
Robert A. Falise........................................... 124,927,110(4)
Todd Goodwin............................................... 37,057(5)
Michael N. Hammes.......................................... 9,557(6)
Kathryn R. Harrigan........................................ 11,804(7)
Charles L. Henry........................................... 1,024,874(8)
Louis Klein, Jr. .......................................... 124,927,110(4)
John J. Klocko, III........................................ 12,268
Christian E. Markey, Jr. .................................. 124,927,110(4)
William E. Mayer........................................... 31,343(9)
John P. Murphy............................................. 68,393(10)
Harvey L. Perry, Jr. ...................................... 286,989(11)
All Directors and executive officers as a group (14
persons).................................................. 126,542,241(12)
</TABLE>
- --------
14
<PAGE>
(1) Includes 8,078 deferred shares issuable under the Non-Employee Directors'
Deferred Compensation Plan.
(2) Includes options to purchase 98,502 shares and 5,360 deferred shares
issuable under the Company's Deferred Compensation Plan.
(3) Includes 2,912 deferred shares issuable under the Non-Employee Directors'
Deferred Compensation Plan.
(4) All of these 124,927,110 shares of Common Stock are owned by the Trust, of
which Mr. Falise is the Chairman and Managing Trustee, and Messrs. Klein,
Macchiarola and Markey are Trustees. Voting power with respect to such
shares is shared by all four Trustees of the Trust, and none of Messrs.
Falise, Klein, Macchiarola or Markey can vote the shares alone. Each of
Messrs. Falise, Klein, Macchiarola 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.
(5) Includes 17,957 deferred shares issuable under the Non-Employee Directors'
Deferred Compensation Plan.
(6) Includes 9,557 deferred shares issuable under the Non-Employee Directors'
Deferred Compensation Plan.
(7) Includes 5,804 deferred shares issuable under the Non-Employee Directors'
Deferred Compensation Plan.
(8) Includes options to purchase 865,830 shares and 82,880 deferred shares
issuable under the Company's Deferred Compensation Plan.
(9) Includes 11,343 deferred shares issuable under the Non-Employee Directors'
Deferred Compensation Plan.
(10) Includes options to purchase 64,011 shares issuable under the Company's
Deferred Compensation Plan.
(11) Includes options to purchase 235,540 shares and 34,062 deferred shares
issuable under the Company's Deferred Compensation Plan.
(12) Includes 55,651 deferred shares issuable under the Non-Employee
Directors' Deferred Compensation Plan; 122,302 deferred shares issuable
under the Company's Deferred Compensation Plan, options to purchase
1,236,883 shares and 124,927,110 shares owned by the Trust. See note (4)
above.
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 PricewaterhouseCoopers LLP as
independent accountants of the Company for the year 1998.
PricewaterhouseCoopers LLP 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.
For 1998, the Company paid PricewaterhouseCoopers LLP approximately $1.3
million for audit services and approximately $1.0 million for non-audit
services. Audit services rendered in 1998 included services related to
recurring audit activities and non-recurring audit activities principally for
acquisition reviews. Non-audit services consisted primarily of tax
consultations.
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 PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP as independent accountants of the
Company.
15
<PAGE>
STOCKHOLDER PROPOSAL
(Proxy Item No. 3)
Robert D. Morse, 212 Highland Avenue, Moorestown, NJ 08057, owner of $1,000
or more of the Common Stock, has notified the Company that he intends to
present the following proposal at the meeting:
"I propose that the Officers and Directors consider the
discontinuance of all options, rights, SAR's, etc. after termination of
any existing programs for top management.
This does not include any programs for employees.
Reasons: Management and Directors are compensated enough to buy on
the open market, just as you and I, if they are motivated. Management
is already well paid with base pay, life insurance, retirement plans,
paid vacations, free use of vehicles, etc. Options, rights, SAR's, etc.
are available elsewhere, and a higher offer would induce transfers, not
necessarily "hold and retain" qualified persons. Comparison with "peer
groups" (other comparable companies) pay is unfair, as other management
could be better or worse. Would they also accept mistakes of others?
"Align management with shareowners" is a repeated ploy or "line" to
lull us as to continually increasing their take of our assets. Do we
get any purchase options at previous rates? Please vote YES for this
proposal. If officers filled out a daily time sheet, what would the
output show?"
YOUR DIRECTORS RECOMMEND A VOTE AGAINST THIS STOCKHOLDER PROPOSAL. As
explained above in the Report of the Compensation Committee provided above,
the Company's objective is to design and implement compensation systems that
both attract and retain a top quality management team and motivate that team
to build long-term value for stockholders. In order to accomplish this
objective, the Company uses a combination of base salary, annual incentives
and stock options. This compensation system aligns the interests of executives
with the interests of stockholders and encourages employees to anticipate and
respond to business challenges and opportunities while avoiding an entitlement
attitude.
The Company believes that its compensation system accomplishes these
objectives and is structured appropriately and that implementation of the
stockholder proposal would significantly impair the Company's ability to
attract, retain and motivate qualified executives.
OTHER BUSINESS
Management knows of no business that 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Trust filed a late report with respect to its sale of 3,600,000 shares
of Common Stock and Ms. Harrigan filed a late report with respect to her
purchase of 4,000 shares of Common Stock.
16
<PAGE>
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.
Approval of the other proposals may be authorized by a majority of the votes
cast in person or by proxy at the Annual Meeting by holders of shares of
Common Stock 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 accountants, 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.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Company's 2000
Annual Meeting in accordance with Rule 14a-8 under the Securities Exchange Act
of 1934, as amended ("Exchange Act"), must be received by the Secretary of the
Company no later than December 24, 1999. In order for proposals of
stockholders submitted outside Rule 14a-8 of the Exchange Act to be considered
"timely" within the meaning of Rule 14a-4(c) of the Exchange Act, such
proposals must be received by the Company on or prior to January 29, 2000.
By Order of the Board of Directors
/s/ Dion Persson
Dion Persson
Vice President, Assistant
General Counsel and Secretary
March 16, 1999
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,
1998, without exhibits, may be obtained by a stockholder of the Company,
without charge, by writing to Johns Manville Corporation, c/o Investor
Relations, P. O. Box 5108, Denver, Colorado 80217-5108.
17
<PAGE>
JOHNS MANVILLE CORPORATION
PROXY FOR 1999 ANNUAL MEETING OF STOCKHOLDERS
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Charles L. Henry, John P. Murphy and Dion
Persson 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
hereon, all the shares of common stock of Johns Manville Corporation held of
record by the undersigned on February 22, 1999, at the Annual Meeting of
Stockholders to be held on April 23, 1999 in Denver, Colorado or any
adjournment thereof.
P Change of Address
R ____________________________________
O ____________________________________
X ____________________________________
Y ____________________________________
(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 [SEE REVERSE
with the Board of Directors' recommendations. Please SIDE]
sign this card on the reverse. A return envelope is
enclosed for your convenience in returning this card.
<PAGE>
X Please mark your votes as in this example.
This proxy when properly executed will be voted in the manner directed below.
If no direction given, this proxy will be voted FOR Proposals 1 and 2 and
AGAINST Proposal 3.
The Board of Directors recommends a vote FOR Proposals 1 and 2 and
AGAINST Proposal 3.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
NOMINEES:
Leo Benatar, Ernest H. Drew, Robert A. Falise, Todd Goodwin, Michael N. Hammes,
Kathryn Rudie Harrigan, Charles L. Henry, Louis Klein, Jr., Christian E. Markey,
Jr., William E. Mayer.
For, except vote withheld from the following nominee(s):
______________________________________________________
2. Approval of appointment of FOR AGAINST ABSTAIN
PricewaterhouseCoopers, LLP [ ] [ ] [ ]
as Independent Accountants.
3. Shareholder Proposal, if FOR AGAINST ABSTAIN
presented at the meeting. [ ] [ ] [ ]
If you plan to attend the 1999 Annual Meeting [ ]
please check this box.
If you indicated a change of address on the [ ]
reverse side, please check this box.
SIGNATURE(S) _______________________________________ DATE ___________
NOTE: 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.
FOLD AND DETACH HERE
JOHNS MANVILLE CORPORATION
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE,
DATE AND SIGN THE ABOVE PROXY CARD AND RETURN
IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
