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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 [_]
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
- --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO OF JOHNS MANVILLE CORPORATION]
Johns Manville Corporation
P. O. Box 5108
Denver, CO 80217-5108
(303) 978-2000
March 28, 2000
Dear Stockholders:
The 2000 Annual Meeting of Stockholders of Johns Manville Corporation (the
"Company") will be held on Friday, May 12, 2000, at 8:00 a.m., at 717 17th
Street, Denver, Colorado.
The business scheduled for the Annual Meeting is the election of Directors
and the ratification of the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company.
No business presentations will be made at the Annual Meeting.
WE ENCOURAGE 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. YOU MAY ALSO VOTE YOUR SHARES
BY TELEPHONE OR VIA THE INTERNET. PLEASE REFER TO THE VOTING INSTRUCTIONS
ON THE ENCLOSED PROXY CARD.
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
<PAGE>
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, May 12, 2000, 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 2000; and
(iii) 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
March 20, 2000, 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 28, 2000
/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. You may also
vote your shares by telephone or via the internet. Please refer to the
voting instructions on the enclosed proxy card.
<PAGE>
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...................................................... 10
Pension Plan............................................................ 10
Employment Agreements and Other Arrangements............................ 11
Compensation Committee Interlocks and Insider Participation............. 12
Performance Graph....................................................... 12
Security Ownership of Certain Beneficial Owners and Management............ 13
Security Ownership of Certain Beneficial Owners......................... 13
Security Ownership of Management........................................ 13
Ratification of Appointment of Independent Accountants (Proxy Item No.
2)....................................................................... 14
Other Business............................................................ 15
Section 16(a) Beneficial Ownership Reporting Compliance................... 15
Voting Procedures......................................................... 15
Stockholder Proposals for 2001 Annual Meeting............................. 15
</TABLE>
i
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JOHNS MANVILLE CORPORATION
P. O. Box 5108
717 17th Street (80202)
Denver, CO 80217-5108
---------------------
PROXY STATEMENT
---------------------
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 properly voted, it will authorize the persons
named as proxy to vote on the matters referred to therein. The authority
conferred by all properly voted 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 March 20, 2000, 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, 147,595,587 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 28, 2000.
1
<PAGE>
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. In connection with the Plan, the Manville Personal
Injury Settlement Trust (the "Trust"), formed to settle 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: 70 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 is also a Director 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: 62 Chief Executive Officer of Hoechst Celanese
Corporation. Dr. Drew is also a Director of
Ashland, Inc., Public Service Enterprise Group,
Thomas & Betts Corporation and Unique Mobility,
Inc.. Dr. Drew is also a member of the Committee
on Board Organization and Operation, Executive,
Finance 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, Manville Personal 1991, and became its Chairman and Managing
Injury Settlement Trust Trustee in January 1992. Mr. Falise served as
Director since 1992 Age: 67 Chairman of the Board of the Company from June to
September of 1996. Mr. Falise is Chairman of the
Executive Committee and is a member of the Audit,
Committee on Board Organization and Operation,
Compensation and Finance Committees.
2
<PAGE>
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 and Merrill Lynch Intermediate Government
Age: 68 Bond Fund. 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 January 2000, Mr. Hammes has been Chief
Chief Executive Officer Executive Officer and President of Sunrise
and President Medical Inc., a manufacturer of medical supplies.
Sunrise Medical Inc. Prior to joining Sunrise Medical, from November
Director since 1993 1998 to December 1999, Mr. Hammes was the
Age: 58 Chairman and Chief Executive Officer of The Guide
Corporation, an automotive lighting business.
From October 1993 to February 1997, Mr. Hammes
was Chairman and Chief Executive Officer of The
Coleman Company, Inc., a manufacturer of products
used in the outdoor recreation and hardware
industries. 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. Ms. Harrigan is
School of Business a member of the Finance and Health, Safety and
Director since 1995 Environment Committees.
Age: 49
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 WT Mutual Fund. Mr. Klein is Chairman
Age: 64 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: 70 Judge Markey is Chairman of the Committee on
Board Organization and Operation and is a member
of the Health, Safety and Environment Committee.
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
Age: 59 College of Business and Management of the
Director since 1996 University of Maryland at College Park. He is
also a Director of Hambrecht & Quist, Inc., Lee
Enterprises, Inc. and Premier, Inc., and serves
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.
3
<PAGE>
Board Attendance
During 1999, the Board of Directors of the Company had six regular meetings
and thirteen special meetings. In 1999, each Director attended at least 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 two times during 1999 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, Markey (Chairman) and Mayer. The Committee on Board
Organization and Operation met two times during 1999. 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, Falise, Goodwin
(Chairman), Hammes and Klein. The Compensation Committee met two times during
1999. 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.
Executive Committee
The Executive Committee is comprised of Messrs. Drew, Falise (Chairman),
Goodwin, Hammes and Mayer. The Executive Committee did not meet in 1999. 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.
4
<PAGE>
Finance Committee
The Finance Committee is comprised of Messrs. Drew, Falise, Goodwin,
Hammes, Klein and Mayer (Chairman) and Ms. Harrigan. The Finance Committee met
one time during 1999. 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 and Markey and Ms. Harrigan. The Health, Safety and
Environment Committee met one time during 1999. 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 76.4 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. Due to his announced retirement effective March 31, 2000, Mr.
Henry is not standing for reelection as a Director.
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, 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 ("Trustee
Director") 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.
Messrs. Falise, Hammes and Mayer served on a special committee of the Board
of Directors in connection with the evaluation of one of the strategic
alternatives considered with the Company. The special committee met two times
in 1999 and each Director on the special committee was paid $1,000 for each
meeting. Mr. Falise's amounts were paid to the Trust as described above.
In addition, Messrs. Drew, Goodwin and Hammes served on a special committee
of the Board of Directors to work with Mr. Henry on his retirement
arrangements. Each of the special committee members was paid $10,000 in
connection with his service on the special committee.
5
<PAGE>
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 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 1999 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, 4 percent
in 1999. Our policy is to position base salaries at or below competitive
levels for similarly qualified executives in comparable positions.
6
<PAGE>
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 1999
ranged from 65 percent to 100 percent of their respective base salaries.
For 1999, the maximum bonus potential, according to the formula in the
plan, would be triggered at achievement of 125 percent of 1999 earnings per
share targets and 130 percent of 1998 earnings per share amounts. The minimum
bonus award required the achievement of 75 percent of 1999 earnings per share
targets and 1998 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 1999, 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 achievement of
record levels of earnings per share at the Company (68% percent higher than
1998), the substantial additional efforts of executives in connection with the
Company's exploration of strategic alternatives and the accomplishment of many
key strategic initiatives during 1999. For 1999, the Company's various
business divisions achieved between 78 percent and 119 percent of their
respective after-tax operating income targets, while the Company as a whole
achieved 162 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 1999 was 168 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 vested on December 31, 1999 and
the remainder will vest equally on each of the two succeeding anniversaries of
such date.
7
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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 1999 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 1999
of $1,218,084 based upon the factors discussed above and on our assessment of
Mr. Henry's individual accomplishments.
We believe the design of its total compensation system accomplishes the
Company's goals of attracting new management talent, retaining the Company's
high quality ongoing management team and aligning the interests of these
executives with those of stockholders.
1999 Compensation Committee
Todd Goodwin, Chairman
Leo Benatar
Ernest H. Drew
Robert A. Falise
Michael N. Hammes
Louis Klein, Jr.
8
<PAGE>
Compensation Summary
The following Summary Compensation Table sets forth the compensation earned
from the Company during 1997 through 1999 by Charles L. Henry, the Company's
Chief Executive Officer, and by each of the other four most highly compensated
executive officers of the Company during 1999 (the "Named Executive
Officers"). Bonuses are shown for the year earned, although these are
generally paid at the beginning of the subsequent year.
JOHNS MANVILLE CORPORATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------- -----------------------------
Awards Payouts
--------------------- -------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Comp. Award(s) Options/ Payouts Comp.
Principal Position Year Salary($) Bonus($) ($)(1) ($)(2) SARs(#) ($)(3) ($)(4)
------------------ ---- --------- --------- ------ ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles L. Henry (5).... 1999 725,000 1,218,084 6,163 -0- -0- -0- 10,000
Chairman of the Board, 1998 725,000 1,375,000 5,608 -0- 125,000 -0- 9,600
President & CEO 1997 650,000 650,000 26,390 -0- 200 -0- 8,181
Thomas L. Caltrider(6).. 1999 295,000 351,015 3,073 -0- -0- -0- 10,000
Senior Vice President, 1998 275,000 365,750 27,115 -0- 38,300 -0- 18,496
Insulation Group 1997 143,750 130,000 21,751 357,994 197,203 -0- 74,519
John J. Klocko, III(7).. 1999 225,000 231,099 1,210 -0- -0- -0- 10,000
Senior Vice President 1998 93,750 109,687 1,287 199,355 98,174 -0- 45,110
and
General Counsel 1997 -0- -0- -0- -0- -0- -0- -0-
John P. Murphy(8)....... 1999 250,000 273,026 23,835 -0- -0- -0- 10,000
Senior Vice President 1998 225,000 277,875 13,076 -0- 30,250 -0- 109,600
and
Chief Financial Officer 1997 18,750 10,000 -0- 254,353 128,021 -0- -0-
Harvey L. Perry, Jr..... 1999 251,667 300,395 76 -0- -0- -0- 10,000
Senior Vice President, 1998 235,000 260,206 -0- 97,606 91,139 -0- 9,600
Engineered Products 1997 210,000 121,000 15,038 -0- 200 338,842 8,181
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 1999, based on the fair
market value of the Common Stock on December 31, 1999, are as follows: Mr.
Henry--47,059 shares with a value of $655,885; Mr. Caltrider--10,165
shares with a value of $141,675; Mr. Klocko--5,076 shares with a value of
$70,747; Mr. Murphy--7,499 shares with a value of $104,517; and Mr.
Perry--10,997 shares with a value of $153,271.
The following table shows the vesting schedule of all shares awarded
which, as of December 31, 1999, had not previously vested for the Named
Executive Officers:
<TABLE>
<CAPTION>
2000
------
<S> <C>
C. L. Henry....................................... 47,059
T. L. Caltrider................................... 10,165
J. J. Klocko, III................................. 5,076
J. P. Murphy...................................... 7,499
H. L. Perry, Jr................................... 10,997
</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 deferred stock
become immediately vested and, their value may be paid in cash to the
holders.
9
<PAGE>
(3) Amounts represent payments made under the Company's 1994 Long Term Cash
Incentive Compensation Plan.
(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; and $67,092 paid to Mr. Caltrider in 1997 for relocation
expenses. All other amounts in this column of up to $8,181 in 1997, $9,600
in 1998 and $10,000 in 1999 represent the Company's contribution to each
of the Named Executive Officers' accounts in the Company's 401(k) Plan.
(5) Mr. Henry announced his retirement effective March 31, 2000.
(6) Mr. Caltrider joined the Company effective June 5, 1997.
(7) Mr. Klocko joined the Company effective August 1, 1998.
(8) Mr. Murphy joined the Company effective December 1, 1997 and left the
Company effective February 29, 2000.
Option/SAR Grants in Last Fiscal Year
No options were granted to the Named Executive Officers in 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
YEAR-END OPTION/SAR VALUES
The following table provides information concerning the exercise of stock
options and SARs by the Named Executive Officers during 1999 and the value of
unexercised options and SARs at the end of 1999.
JOHNS MANVILLE CORPORATION
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUES
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired on Value Options at FY-End(#) Options at FY-End($)
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ---------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Charles L. Henry........ None None 907,497 / 83,533 1,948,209 / 350
Thomas L. Caltrider..... None None 209,770 / 25,733 299,611 / 350
John J. Klocko, III..... None None 44,047 / 54,127 0 / 0
John P. Murphy.......... None None 138,105 / 20,166 241,504 / 0
Harvey L. Perry, Jr. ... None None 275,226 / 25,733 593,156 / 350
</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 for the accounts of participants.
10
<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>
$ 300,000.................... $20,408 $40,817 $61,225 $81,634 $102,042 $122,450
400,000.................... 27,409 54,817 82,226 109,634 137,043 164,452
500,000.................... 34,409 68,818 103,226 137,635 172,044 206,453
600,000.................... 41,408 82,817 124,225 165,634 207,042 248,450
700,000.................... 48,409 96,817 145,226 193,634 242,043 290,452
800,000.................... 55,409 110,818 166,226 221,635 277,044 332,453
900,000.................... 62,408 124,817 187,225 249,634 312,042 374,450
1,000,000.................... 69,409 138,817 208,226 277,634 347,043 416,452
1,200,000.................... 83,408 166,817 250,225 333,634 417,042 500,450
1,400,000.................... 97,409 194,818 292,226 389,635 487,044 584,453
1,600,000.................... 111,409 222,817 334,226 445,634 557,034 668,452
</TABLE>
- --------
Notes:
(1) Had the Named Executive Officers retired as of December 31, 1999, their
remuneration, for purposes of the table set forth above, would have been
as follows: Mr. Henry, $1,485,000; Mr. Caltrider, $532,875; Mr. Klocko,
$334,687; Mr. Murphy, $381,438; and Mr. Perry, $395,141.
(2) On December 31, 1999, the Named Executive Officers had the following years
of credited service under the Retirement Plan: Mr. Henry, 3; Mr.
Caltrider, 2; Mr. Klocko, 1; Mr. Murphy, 2; and Mr. Perry, 21.
(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 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
11
<PAGE>
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 his prior employer, Mr. Henry's
employment agreement also provides for certain supplemental retirement
benefits, generally equal in value to a single life annuity of approximately
$900,000 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 his prior employer. The retirement benefits are subject to reduction in
the event Mr. Henry's employment terminates prior to his attaining the age of
62. In connection with his retirement effective March 31, 2000 and in
consideration of his agreement to provide certain transitional services, the
Company agreed to provide Mr. Henry with the present value of these retirement
benefits without any reduction, even though Mr. Henry was 59 at the time of
his retirement. The present value of the reduction would have been
approximately $2.1 million, all but $1 million of which will be paid to Mr.
Henry on March 31, 2000. The remaining $1 million, plus interest, will be paid
to Mr. Henry on July 31, 2000, subject to his performance of such services. In
all other respects, Mr. Henry is entitled to such benefits as are generally
payable to retirees as provided by his employment agreement and other Company
plans.
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 1999 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, 1999.
JOHNS MANVILLE CORPORATION
[GRAPH]
Cummulative Return at Fiscal Year End
-------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Johns Manville 100 144.44 192.79 184.90 306.53 264.27
S&P 500 100 134.11 166.30 225.49 289.93 350.93
S&P Building Materials 100 133.39 160.30 189.47 210.73 169.03
12
<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 20, 2000.
<TABLE>
<CAPTION>
Title Amount of
of Beneficial
Class Name and Address of Beneficial Owner Ownership Percent of Class
----- -------------------------------------------- ----------- ----------------
<S> <C> <C> <C>
Common Manville Personal Injury Settlement Trust(1) 112,730,819 76.4%
Stock 143 Bedford Road, Suite 200
Katonah, New York 10536
</TABLE>
- --------
(1) At March 20, 2000, 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 March 20, 2000. As of March
20, 2000, 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 112,730,819 shares of Common Stock owned by the Trust
(constituting 76.4% 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................................................ 15,660(1)
Thomas L. Caltrider........................................ 255,826(2)
Ernest H. Drew............................................. 8,195(3)
Robert A. Falise........................................... 112,730,819(4)
Todd Goodwin............................................... 40,191(5)
Michael N. Hammes.......................................... 10,605(6)
Kathryn R. Harrigan........................................ 12,787(7)
Charles L. Henry........................................... 1,158,996(8)
Louis Klein, Jr............................................ 112,730,819(4)
John J. Klocko, III........................................ 54,987(9)
Christian E. Markey, Jr.................................... 112,730,819(4)
William E. Mayer........................................... 36,701(10)
John P. Murphy............................................. 163,409(11)
Harvey L. Perry, Jr........................................ 345,910(12)
All Directors and executive officers as a group (14
persons).................................................. 114,834,086(13)
</TABLE>
- --------
(1) Includes 11,160 deferred shares issuable under the Non-Employee
Directors' Deferred Compensation Plan.
(2) Includes options to purchase 209,770 shares and 24,374 deferred shares
issuable under the Company's Deferred Compensation Plan.
(3) Includes 8,195 deferred shares issuable under the Non-Employee Directors'
Deferred Compensation Plan.
13
<PAGE>
(4) All of these 112,730,819 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 21,091 deferred shares issuable under the Non-Employee
Directors' Deferred Compensation Plan.
(6) Includes 10,605 deferred shares issuable under the Non-Employee
Directors' Deferred Compensation Plan.
(7) Includes 6,787 deferred shares issuable under the Non-Employee Directors'
Deferred Compensation Plan.
(8) Includes options to purchase 907,497 shares and 144,371 deferred shares
issuable under the Company's Deferred Compensation Plan.
(9) Includes options to purchase 44,047 shares and 6,208 deferred shares
issuable under the Company's Deferred Compensation Plan.
(10) Includes 16,701 deferred shares issuable under the Non-Employee
Directors' Deferred Compensation Plan.
(11) Includes options to purchase 138,105 shares and 15,987 deferred shares
issuable under the Company's Deferred Compensation Plan.
(12) Includes options to purchase 275,226 shares and 46,061 deferred shares
issuable under the Company's Deferred Compensation Plan.
(13) Includes 74,539 deferred shares issuable under the Non-Employee
Directors' Deferred Compensation Plan; 237,001 deferred shares issuable
under the Company's Deferred Compensation Plan, options to purchase
1,574,645 shares and 112,730,819 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 1999.
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 1999, the Company paid PricewaterhouseCoopers LLP approximately $1.4
million for audit services and approximately $.4 million for non-audit
services. Audit services rendered in 1999 included services related to
recurring audit activities and non-recurring audit activities principally for
acquisition reviews. Non-audit services consisted primarily of tax
consultations and acquisition-related accounting services.
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.
14
<PAGE>
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
Mr. Caltrider filed a late report with respect to his purchase of 1,500
shares of Common Stock.
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 2001 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Company's 2001
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 November 29, 2000. 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 February 12, 2001.
By Order of the Board of Directors
/s/ Dion Persson
Dion Persson
Vice President, Assistant
General Counsel and Secretary
March 28, 2000
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, 1999, 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.
15
<PAGE>
JOHNS MANVILLE CORPORATION
PROXY FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kenneth L. Jensen and Dion Persson or either
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 March 20, 2000, at the Annual Meeting of Stockholders to be
held on May 12, 2000 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 SEE REVERSE
ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD SIDE
OF DIRECTORS' RECOMMENDATIONS. PLEASE SIGN THIS CARD ON -----------
THE REVERSE SIDE AND RETURN IT IN THE ENVELOPE ENCLOSED FOR
YOUR CONVENIENCE OR TO TAKE ADVANTAGE OF VOTING BY TELEPHONE
OR VIA THE INTERNET REFER TO THE INSTRUCTIONS ON THE REVERSE
SIDE.
<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.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] NOMINEES: 2. Approval of appointment of [ ] [ ] [ ]
Directors. Leo Benatar, Ernest H. Drew, PricewaterhouseCoopers, LLP
Robert A. Falise, Todd Goodwin, as Independent Accountants.
Michael N. Hammes, Kathryn Rudie
Harrigan, Louis Klein, Jr.,
Christian E. Markey, Jr., William
E. Mayer.
For, except vote withheld from the following nominee(s):
----------------------------------------------------------------
If you plan to attend [ ]
the 2000 Annual Meeting
please check this box.
If you indicated a [ ]
change of address on
the reverse side, please
check this box.
</TABLE>
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 IF YOU ARE VOTING BY MAIL
JOHNS MANVILLE CORPORATION
NOW OFFERS TELEPHONE OR INTERNET VOTING
24 HOURS A DAY,7 DAYS WEEK
We urge you to promptly complete, sign, date and return the proxy card in the
enclosed postage-paid envelope OR take advantage of voting your shares either by
telephone or via the internet.
To use telephone or internet voting, you must have your proxy card and social
security number available. The series of numbers that appear on the top of your
proxy card will also be needed to access the system.
1. To vote by telephone: On a touch-tone telephone, call 1-877-779-8683
from the U.S. or Canada and follow the voting instructions.
2. To vote via the internet: Access http://www.eproxyvote.com\jm and
follow the voting instructions.
Telephone or internet voting is available 24 hours a day, 7 days a week.
Telephone or internet voting authorizes the named proxies in the same manner as
if you completed, signed, dated and mailed the proxy card.
All telephone and internet votes must be received by 12:00 midnight, Eastern
Daylight Time, on May 11, 2000.
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.
