<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
First Mississippi Corporation
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
JAMES L. McARTHUR
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - --------------------------------------------------------------------------------
(3) Filing party:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
- - ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
FIRST MISSISSIPPI CORPORATION
JACKSON, MISSISSIPPI
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 11, 1994
To the Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders of FIRST
MISSISSIPPI CORPORATION will be held in the Garden Room at Dennery's, 330
Greymont Avenue, Jackson, Mississippi, on November 11, 1994, at 2:00 p.m. (CST),
for the following purposes:
1. To elect five (5) Directors to serve for the terms specified in
this proxy statement and until their successors are elected and
qualify; and
2. To transact such other business as may be properly brought before
the meeting.
Stockholders of record on September 6, 1994, are entitled to notice of and
to vote at the Annual Meeting or any adjournment thereof.
You are urged to consider the enclosed materials and to sign and return
your proxy promptly in the enclosed, postage prepaid envelope, even if you plan
to attend the meeting. Any stockholder giving a proxy has a right to revoke it
at any time before it is voted.
* PLEASE DATE AND SIGN YOUR NAME EXACTLY AS IT APPEARS ON THE PROXY.
By order of the Board of Directors.
/s/ JAMES L. MCARTHUR
JAMES L. MCARTHUR, Secretary
FIRST MISSISSIPPI CORPORATION
P. O. Box 1249
Jackson, Mississippi 39215-1249
October 3, 1994
* NOTICE: STOCKHOLDERS RECEIVING MORE THAN ONE (1) PROXY BECAUSE OF SHARES
REGISTERED IN DIFFERENT NAMES OR ADDRESSES MUST COMPLETE AND RETURN
EACH PROXY IN ORDER TO VOTE ALL SHARES TO WHICH ENTITLED.
<PAGE> 3
FIRST MISSISSIPPI CORPORATION
PROXY STATEMENT
SOLICITATION
The enclosed proxy is being SOLICITED BY THE BOARD OF DIRECTORS of First
Mississippi Corporation, P. O. Box 1249, Jackson, Mississippi, a Mississippi
corporation ("First Mississippi" or "the Company"), for use at the 1994 Annual
Meeting of the Stockholders of First Mississippi (the "Annual Meeting") to be
held in the Garden Room at Dennery's, 330 Greymont Avenue, Jackson, Mississippi
at 2:00 p.m. (CST), on Friday, November 11, 1994, and at any adjournments
thereof. Stockholders may revoke their proxies by written notice to First
Mississippi at any time prior to the exercise thereof, by the execution of a
later proxy with respect to the same shares, or by voting their shares in
person. The solicitation will be primarily by mail but may also include
telephone, telegraph, or oral communication by Officers or regular employees.
Officers and employees will receive no additional compensation in connection
with the solicitation of proxies. Morrow & Co., Inc., has been retained for
advice and consultation and to solicit proxies for the Annual Meeting at a
minimum fee of $4,500. All costs of soliciting proxies will be borne by First
Mississippi. The approximate mailing date of the proxy statements and proxies to
stockholders is October 3, 1994.
ALL PROXIES WILL BE VOTED AS SPECIFIED. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS,
PROXIES WILL BE VOTED: (1) FOR THE ELECTION OF FIVE (5) DIRECTORS OF FIRST
MISSISSIPPI CORPORATION TO SERVE FOR THE TERMS SPECIFIED IN THIS PROXY STATEMENT
AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFY; AND (2) ON ALL OTHER MATTERS
BY THE PERSONS NAMED IN THE PROXIES IN ACCORDANCE WITH THEIR JUDGMENT.
VOTING SECURITIES
Record Date. Stockholders of record at the close of business on September
6, 1994, are entitled to notice of and to vote at the Annual Meeting.
Shares Outstanding. As of September 6, 1994, a total of 20,153,990 shares
of Common Stock were outstanding and entitled to vote. Each share is entitled to
one (1) vote per share on each matter submitted to a vote at the Annual Meeting
except with regard to election of Directors wherein stockholders have cumulative
rights.
According to a Form 13F-E filed with the Securities and Exchange Commission
by Fidelity Management and Research Corporation ("Fidelity"), 2 Devonshire
Street, Boston, MA 02109-3605, Fidelity beneficially owned as of June 30, 1994,
an aggregate of 1,119,617 shares or six percent (6%) of Common Stock of the
Company. According to the Company's interpretation of that report, Fidelity has
sole voting authority as to 3,994 shares and no voting authority as to 1,115,623
shares. See Security Ownership of Management for information as to J. Kelley
Williams, who is also a five percent (5%) holder of Common Stock of the Company.
Stockholder Proposals. Proposals from stockholders intended to be included
in the Company's proxy statement for the 1995 Annual Meeting must be received by
First Mississippi on or before June 5, 1995, and may be omitted unless the
submitting stockholder meets certain requirements.
Notice. In order for any business to be transacted at the Annual Meeting by
a stockholder, including the nomination of a nominee for Director, that business
must be properly brought before the meeting by that stockholder giving written
notice to the Secretary of the Company of the business to be transacted, in
addition to other information, no later than five (5) business days after the
Company gives notice of the date and place of the meeting.
<PAGE> 4
BOARD OF DIRECTORS
The Board of Directors (the "Board") represents the interests of all
stockholders and is responsible for setting policy and objectives for the
Company in accord with its charter, Bylaws, Mississippi laws and other
applicable governmental regulations. Effective with the retirement of Frank G.
Smith at the 1993 Annual Meeting, the Board amended the Company's Bylaws to
reduce the number of Directors from twelve (12) to eleven (11). The Board is
currently composed of ten (10) non-employee Directors and one (1) employee, the
Chief Executive Officer. On August 23, 1994, the Board adopted an amendment to
the Company's Bylaws to increase the number of Directors to twelve (12),
effective at the Annual Meeting. The Board is divided into three (3) groups,
normally elected for three-year terms. In order to keep the groups as equal as
possible, Mr. Fligg has been nominated for a two (2) year term to expire in
1996. All of the Directors of First Mississippi have attended at least
seventy-five percent (75%) of the five (5) First Mississippi Board meetings and
committees on which they serve.
A new committee, the COMMITTEE ON DIRECTOR AFFAIRS, was created by the
Board on May 24, 1994, to replace the Executive and Nominating Committees. This
committee is composed of four (4) non-employee Directors and is responsible for
nominating new Board members, appointing members to Board Committees, assessing
Board performance and recommending Board compensation for action by the Board.
The Chairman of this Committee also chairs executive sessions of the outside
members of the Board. The Committee on Director Affairs considers suggestions
for Director nominations from all sources. Stockholder suggestions for nominees
for the 1995 Annual Meeting, together with appropriate detailed biographical
information, should be submitted to the Corporate Secretary no later than June
5, 1995.
The Executive and Nominating Committees, prior to replacement by the
Committee on Director Affairs, met one (1) time and four (4) times,
respectively, during the year. Members of the Executive Committee were Messrs.
Crook, Murrill, Reed, Speed and Williams. Members of the Nominating Committee
were Messrs. Crook, Murrill and Reed.
The AUDIT COMMITTEE is composed of four (4) non-employee Directors with
broad latitude for inquiry into all operations of the Company. Its primary
responsibilities include making a recommendation to the Board on the selection
of independent auditors, reviewing audit reports prepared by independent
auditors, internal auditors, insurance auditors and other consultants engaged by
the Company to examine specific areas of corporate operations, and examining the
adequacy of compliance with various governmental regulations and corporate
policies and procedures. The Audit Committee met five (5) times during the year.
The COMPENSATION & HUMAN RESOURCES COMMITTEE, which met seven (7) times
during the year, is charged with the responsibility of recommending to the Board
a program of overall compensation for Executive Officers and other Key
Employees. These responsibilities include administration of the Company's
Long-Term Incentive Plans, formerly the responsibility of the Long-Term
Incentive Committee which was dissolved in August 1994. The Long-Term Incentive
Committee met one (1) time during the year and included all non-employee
Directors. The Compensation & Human Resources Committee consisted of four (4)
non-employee Directors through August 23, 1994, and three (3) thereafter.
Committee assignments are indicated below.
ELECTION OF DIRECTORS
Article VIII of First Mississippi's Charter of Incorporation and Section
3.3 of the Company's Bylaws specify in part "The Board of Directors shall be
divided into three (3) groups which shall be as nearly equal as may be
possible." Section 3.2 of the Company's Bylaws states "No person shall be
elected to serve on the Board of Directors after attaining sixty-nine (69) years
of age."
Sections I and II below set forth for each nominee for election as a
Director and for each continuing Director who is not a nominee, based on
information supplied by him, his age as of the date of the Annual Meeting, any
presently held positions with First Mississippi, his principal occupation as of
the date of this proxy statement and for the past five (5) years, the year in
which his term of office will expire, other Directorships in public companies,
and his tenure of service as a Director of First Mississippi.
2
<PAGE> 5
SECTION I
NOMINEES FOR ELECTION AS DIRECTORS TO SERVE
A THREE (3) YEAR TERM TO EXPIRE IN 1997
RICHARD P. ANDERSON Director since: 1987 Term Expires: 1994
Mr. Anderson, 65, is the President and Chief
Executive Officer of The Anderson's Management
Corporation, an agribusiness company in Maumee,
Ohio, and has been since 1981. He is a Director
of Centerior Energy Corporation, an electric
utility company in Cleveland, Ohio, and N-Viro
International Corporation, a waste recycling
company in Toledo, Ohio. He is also a Director of
Plasma Processing Corporation, a subsidiary of
the Company.
He is a member of the Committee on Director Affairs
and the Compensation & Human Resources Committee.
WILLIAM A. PERCY, II Director since: 1988 Term Expires: 1994
Mr. Percy, 54, is the managing partner of Trail
Lake Enterprises, a cotton and soybean farming
operation in Arcola, Mississippi, and has been
since 1986. Since September 1992, he has been the
Chairman of the Board of Staple Cotton
Cooperative Association in Greenwood,
Mississippi. Until July 1, 1994, he was a
Director of Mississippi Chemical Corporation
("MCC"), which manufactures and sells fertilizer.
First Mississippi and MCC are engaged in a
joint-venture, Triad Chemical, in Donaldsonville,
Louisiana. Mr. Percy is President of Greenville
Compress Co., Greenville, Mississippi, and a
Director of the Sunburst Bank of Mississippi,
Grenada, Mississippi. He is also a Director of
Callidus Technologies Inc., FirstMiss Fertilizer,
Inc., and Plasma Energy Corporation, subsidiaries
of the Company.
He is Chairman of the Audit Committee and a member
of the First Mississippi Corporation Foundation
Advisory Committee.
MAURICE T. REED, JR. Director since: 1965 Term Expires: 1994
Mr. Reed, 68, a private investor, is Chairman of
the Board of Columbia Ventures, Inc., a
registered investment company in Jackson,
Mississippi. He is also a Director of FirstMiss
Steel, Inc., a subsidiary of the Company.
He is a member of the Compensation & Human
Resources Committee.
R. GERALD TURNER Director since: 1987 Term Expires: 1994
Dr. Turner, 48, is the Chancellor of the University
of Mississippi in Oxford, Mississippi and has
been since 1984. He is also a Director of First
Chemical Corporation and FirstMiss Steel, Inc.,
subsidiaries of the Company.
He is Chairman of the Committee on Director Affairs
and a member of the First Mississippi Corporation
Foundation Advisory Committee.
3
<PAGE> 6
NOMINEE FOR ELECTION AS DIRECTOR TO SERVE
A TWO (2) YEAR TERM TO EXPIRE IN 1996
JAMES E. FLIGG New Nominee
Mr. Fligg, 58, is President of Amoco Chemical
Company, an international chemical manufacturing
and marketing subsidiary of Amoco Corporation
based in Chicago, Illinois, and has been since
July 1991. He has been a director of Amoco
Chemical since 1984. He was Executive Vice
President, International Operations and Polymer
Products, from 1989 to July 1991. He has been an
Executive Vice President of Amoco Corporation,
also based in Chicago, since July 1993. During
fiscal 1994, three of the Company's subsidiaries
purchased a total of $1.2 million in products
from Amoco Chemical Company or one of its
affiliates.
SECTION II
DIRECTORS
PAUL A. BECKER Director since: 1985 Term Expires: 1995
Mr. Becker, 55, is a Managing Director of Mitchell
Hutchins Asset Management, Inc., an investment
management company in New York, New York, and
wholly owned by PaineWebber Group, Inc. Mr.
Becker has been employed by PaineWebber Group,
Inc. since 1978. Mitchell Hutchins serves as the
investment manager for First Mississippi's
pension plan.
He is a member of the Audit Committee.
JAMES W. CROOK Director since: 1971 Term Expires: 1995
Mr. Crook, 64, is Chairman of the Board of Melamine
Chemicals, Inc. (MCI), which manufactures
melamine in Donaldsonville, Louisiana and has
been since 1987. The Company owns approximately
23% of the common stock of MCI. MCI obtains all
of its raw materials (urea) from Triad Chemical,
a joint-venture between the Company and
Mississippi Chemical Corporation. During fiscal
year 1994, the Company was paid approximately
$5.9 million by MCI for urea. Mr. Crook is a
retired Vice President of First Mississippi, a
position he held from 1965 to June 1985. Mr.
Crook is also a member of the Triad Chemical
Management Committee and a Director of FirstMiss
Fertilizer, Inc. and FirstMiss Steel, Inc.,
subsidiaries of the Company.
He is a member of the Committee on Director Affairs
and the First Mississippi Corporation Foundation
Advisory Committee.
ROBERT P. GUYTON Director since: 1969 Term Expires: 1996
Mr. Guyton, 57, is Vice President and Financial
Consultant for Raymond James & Associates, Inc.,
an asset management and investment banking
company in Atlanta, Georgia, a position he has
held since August 1993. He was self-employed as a
management consultant from June 1991 to July
1993. He was Chairman and Chief Executive Officer
of Bank South Corporation, Atlanta, Georgia, from
1990 to 1991. He served as President and Chief
Executive Officer of Bank
4
<PAGE> 7
South Corporation from 1981 to 1990. Mr. Guyton
is a Director of Power Sources, Inc., a 50% owned
subsidiary of the Company.
He is a member of the Audit Committee.
CHARLES P. MORETON Director since: 1984 Term Expires: 1995
Mr. Moreton, 67, has been a private investor,
primarily in the oil and gas business, since
1991. He was Chairman of the Board of Commet
Resources, Inc., a natural gas transmission and
marketing company in Houston, Texas, from 1986
until its dissolution in July 1991. He is a
Director of Tanglewood Bancshares, Inc., Houston,
Texas. He is also a Director of FirstMiss Gold
Inc. and Plasma Processing Corporation,
subsidiaries of the Company.
He is Chairman of the Compensation & Human
Resources Committee.
PAUL W. MURRILL Director since: 1969 Term Expires: 1996
Dr. Murrill, 60, is a professional engineer. Dr.
Murrill has been a director of Entergy
Corporation since 1994, when it purchased Gulf
States Utilities Company, an electric and gas
utility company in Beaumont, Texas, of which Dr.
Murrill was a director. Until March 1990, Dr.
Murrill was also a Special Advisor to the
Chairman of the Board of Gulf States. Dr. Murrill
had also previously served as Chairman of the
Board and Chief Executive Officer of that
company. He is a Director of Piccadilly
Cafeterias, Inc., a restaurant chain, Baton
Rouge, Louisiana; ZYGO, a high precision
instrument company, Middlefield, Connecticut;
Howell Corporation, a diversified energy company,
Houston, Texas; and Tidewater, Inc., an oil
service company, New Orleans, Louisiana. He is
also a Director of FirstMiss Gold Inc., a
subsidiary of the Company.
He is a member of the Audit Committee.
LELAND R. SPEED Director since: 1965 Term Expires: 1995
Mr. Speed, 62, is President and Trustee of Eastover
Corporation, a real estate investment trust and
has been since 1977. He is also Chief Executive
Officer and Chairman of the Board of The Parkway
Company and Chairman, Chief Executive Officer and
Trustee of EastGroup Properties, real estate
investment companies; all part of the Eastover
Group of Companies, Jackson, Mississippi. He is
Chairman and Director of Delta Industries, Inc.,
a construction materials manufacturer, and
President and Director of Congress Street
Properties, Inc., all of Jackson, Mississippi.
Mr. Speed is a Director of Farm Fish, Inc., and
Mississippi Valley Gas Company, and President and
Director of LHN REIT, Inc., all of Jackson,
Mississippi. He was President, Chief Executive
Officer and Director of Rockwood National
Corporation, a real estate developer, from 1983
through June 1994. He was a Trustee of First
Continental Investors R.E.I.T., Houston, Texas,
from 1983 through May 1994. He is also a Director
of Callidus Technologies Inc. and Plasma Energy
Corporation, subsidiaries of the Company.
He is a member of the Committee on Director Affairs
and the First Mississippi Corporation Foundation
Advisory Committee.
5
<PAGE> 8
J. KELLEY WILLIAMS Director since: 1971 Term Expires: 1996
Mr. Williams, 60, is the Chairman of the Board,
President and Chief Executive Officer of First
Mississippi and has been since 1988. He was
President and Chief Executive Officer from 1971
until November 1988. He is a Director of Deposit
Guaranty Corporation and Deposit Guaranty
National Bank, Jackson, Mississippi. He is
Chairman of the Board of Callidus Technologies
Inc., FirstMiss Fertilizer, Inc., FirstMiss Gold
Inc., First Chemical Corporation, Plasma Energy
Corporation, Plasma Processing Corporation and
Power Sources, Inc. (50%) owned, all subsidiaries
of the Company. He is also a Director of
FirstMiss Steel, Inc., also a subsidiary of the
Company.
THE BOARD RECOMMENDS A VOTE FOR THE NOMINEES.
Cumulative Voting. A stockholder has the right to cumulate votes for the
election of Directors. A stockholder shall have the right to cast one (1) vote
for each share owned by him for as many persons as there are Directors to be
elected (5), or he may cumulate such votes and give one (1) nominee as many
votes as there are Directors to be elected multiplied by the number of his
shares, or he may distribute them on the same principle among as many nominees
and in such manner as he may desire. The Board of Directors solicits
discretionary authority to cumulate votes.
Voting Procedures on Election of Directors. Pursuant to the Bylaws and
Mississippi law, the presence, in person or by proxy, of a majority of the
outstanding shares of Common Stock entitled to vote shall constitute a quorum to
convene the Annual Meeting. Stockholders have the right to vote "For" or
"Withhold" authority to vote for one or all of the nominees. Votes withheld from
nominees will be counted in determining whether a quorum has been reached, but
will have no affect on the outcome of the election of the nominees because
Directors are elected by a plurality of votes cast by Stockholders entitled to
vote in the election once a quorum is established. In the absence of specific
instructions, proxies will be voted for the nominees. A quorum being present,
the favorable vote by a majority of the shares present in person or by proxy
shall be sufficient for the election of Directors.
SECURITY OWNERSHIP OF MANAGEMENT
The Directors, including the new nominee, and Officers of the Company
beneficially own as of September 1, 1994, Convertible Subordinated Debentures,
Convertible Preferred Stock, Nonqualified Stock Options ("NQSO") and Common
Stock of the Company as follows:
<TABLE>
<CAPTION>
TOTAL
COMMON COMMON
STOCK STOCK PERCENT
BENEFICIALLY PERCENT OF COMMON BENEFICIALLY OF
DIRECTOR/NOMINEE/OFFICER OWNED(1) CLASS STOCK OWNED(2) CLASS
- - ----------------------------------------- ------------ ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
Richard P. Anderson...................... 4,450(3)
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 9,450 *
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
TOTAL
COMMON COMMON
STOCK STOCK PERCENT
BENEFICIALLY PERCENT OF COMMON BENEFICIALLY OF
DIRECTOR/NOMINEE/OFFICER OWNED(1) CLASS STOCK OWNED(2) CLASS
- - ----------------------------------------- ------------ ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
Paul A. Becker........................... 20,000
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 25,000 *
James W. Crook........................... 106,287
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 111,287 *
James E. Fligg........................... 0 N/A 500 500 *
Robert P. Guyton......................... 18,000
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 23,000 *
Charles P. Moreton....................... 10,250(4)
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 15,250 *
Paul W. Murrill.......................... 7,125(5)
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 12,125 *
William A. Percy, II..................... 17,475(6)
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 22,475 *
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
TOTAL
COMMON COMMON
STOCK STOCK PERCENT
BENEFICIALLY PERCENT OF COMMON BENEFICIALLY OF
DIRECTOR/NOMINEE/OFFICER OWNED(1) CLASS STOCK OWNED(2) CLASS
- - ----------------------------------------- ------------ ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
Maurice T. Reed, Jr...................... 25,983(7)
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 30,983 *
Leland R. Speed.......................... 16,890
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 21,890 *
R. Gerald Turner......................... 2,900(8)
1988-1 Series.......................... 1,000 9%
1989-2 Series.......................... 1,000 9%
1990-2 Series.......................... 1,000 9%
1991-2 Series.......................... 1,000 9%
1992-1 Series.......................... 1,000 9%
------------
5,000 7,900 *
J. Kelley Williams....................... 705,255(9)
1985-A Series.......................... 25,000 44%
1986-A Series.......................... 40,000 77%
1987-A Series.......................... 25,000 37%
1988-A Series.......................... 45,000 32%
1989-1 Series.......................... 45,000 100%
1990-1 Series.......................... 45,000 37%
1991-1 Series.......................... 45,000 38%
NQSO................................... 65,000 34%
------------
335,000 1,040,255 5.08%
O. Edward Wall........................... 50,624
1985-A Series **....................... 13,000 23%
1988-A Series.......................... 13,000 9%
1989-A Series.......................... 2,000 2%
1990-1 Series.......................... 5,000 4%
1991-1 Series.......................... 5,000 4%
NQSO................................... 8,000 4%
------------
46,000 96,624 *
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
TOTAL
COMMON COMMON
STOCK STOCK PERCENT
BENEFICIALLY PERCENT OF COMMON BENEFICIALLY OF
DIRECTOR/NOMINEE/OFFICER OWNED(1) CLASS STOCK OWNED(2) CLASS
- - ----------------------------------------- ------------ ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
Charles R. Gibson........................ 26,658
1985-A Series.......................... 6,200 11%
1986-A Series.......................... 5,000 10%
1987-A Series.......................... 8,000 12%
1988-A Series.......................... 8,000 6%
1989-A Series.......................... 9,000 11%
1990-1 Series.......................... 10,000 8%
1991-1 Series.......................... 15,000 13%
NQSO................................... 33,000 17%
------------
94,200 120,858 *
R. Michael Summerford.................... 6,592
1985-A Series.......................... 5,000 9%
1987-A Series.......................... 8,000 12%
1988-A Series.......................... 13,000 9%
1989-A Series.......................... 14,000 17%
1990-1 Series.......................... 14,000 12%
1991-1 Series.......................... 18,000 15%
NQSO................................... 39,000 21%
------------
111,000 117,592 *
William P. Bartlett...................... 0 N/A 76 76 *
All Directors and Executive Officers as a
Group (22 Persons) (10)................ 1,049,851
1985-A Series ***...................... 49,200 88%
1986-A Series.......................... 45,000 87%
1987-A Series.......................... 51,000 75%
1988-A Series.......................... 91,000 65%
1988-1 Series.......................... 10,000 91%
1989-A Series.......................... 40,000 48%
1989-1 Series.......................... 45,000 100%
1989-2 Series.......................... 10,000 91%
1990-1 Series.......................... 89,000 74%
1990-2 Series.......................... 10,000 91%
1991-1 Series ***...................... 100,600 86%
1991-2 Series.......................... 10,000 91%
1992-1 Series.......................... 10,000 91%
NQSO................................... 161,900 85%
------------
722,700 1,772,551 8.49%
</TABLE>
- - ---------------
* Represents less than one percent (1%) of class.
** Represents shares of Common Stock underlying Convertible Subordinated
Debentures that have already been purchased through the exercise of
Debenture Options.
*** 13,000 shares of the 1985-A Series and 9,600 shares of the 1991-1 Series
represent shares of Common Stock underlying the Convertible Subordinated
Debentures that have already been purchased through the exercise of
Debenture Options.
(1) Numbers represent shares of Common Stock of the Company underlying the
Convertible Subordinated Debentures and NQSOs beneficially owned by the
Directors and Officers. The Debentures are immediately convertible into the
specified number of shares of Convertible Preferred Stock of the same
9
<PAGE> 12
series and then immediately convertible into the specified number of shares
of Common Stock of the Company. NQSOs are exercisable no earlier than six
(6) months from date of grant into shares of Common Stock of the Company
and presently all are exercisable.
(2) In connection with the Shareholder Rights Plan adopted by the Company on
May 12, 1986, and amended on February 14, 1989, preferred stock purchase
rights were distributed to stockholders and are deemed to be attached to
the outstanding shares of Common Stock of the Company, including the
outstanding shares of Common Stock reported above as being owned by
Directors and Officers. Under certain conditions, each right may be
exercised to purchase one one-hundredth (1/100) of a share of a new series
of preferred stock, at an exercise price of $30 (subject to adjustment).
The rights, which do not have voting rights, expire in 1996 and may be
redeemed by the Company at a price of $.05 per right prior to a specified
period of time after the occurrence of certain events. In certain events,
each right (except certain rights beneficially owned by 20% or more owners,
which rights are voided) will entitle its holder to purchase shares of
Common Stock with a value of twice the then current exercise price.
(3) Shares voting and investment power of 3,700 shares with Mrs. Anderson.
(4) Shares voting and investment power with Mrs. Moreton.
(5) Excluded are 775 shares owned by Mrs. Murrill of which Dr. Murrill has no
voting and investment power and disclaims beneficial ownership.
(6) Included are shares which Mr. Percy has sole voting and investment power as
President of Klondike Planting Company (8,750 shares) and Greenville
Compress Company (6,500 shares) and all of which he disclaims beneficial
ownership.
(7) Included are 738 shares which Mr. Reed, as Trustee, has sole voting and
investment power and disclaims beneficial ownership.
(8) Shares voting and investment power of 2,800 shares with Mrs. Turner.
(9) Included are 177,000 shares of which Mr. Williams shares voting and
investment power, 3,500 of which he disclaims beneficial ownership.
Excluded are 61,750 shares held in the Jean P. Williams Revocable Trust, of
which Mr. Williams has no voting and investment power and disclaims
beneficial ownership.
(10) Except for 129 shares that James L. McArthur has shared voting and
investment power, and except as otherwise indicated in these notes, the
shares beneficially owned by the persons indicated in the table above
represent sole voting and investment power. Excluded are 12 shares owned by
Mrs. McArthur, of which Mr. McArthur has no voting and investment power and
disclaims beneficial ownership.
The Company and its Directors and Officers engage in various transactions
with FirstMiss Gold Inc. ("FirstMiss Gold"), a nineteen percent (19%) publicly
owned company, and certain Directors and Officers of the Company are also
Directors or Officers of FirstMiss Gold. The Company's Directors and Executive
Officers beneficially own shares of Common Stock of FirstMiss Gold as follows,
except that those Directors and Executive Officers of the Company that do not
beneficially own any shares of Common Stock of FirstMiss Gold are not listed
below.
10
<PAGE> 13
BENEFICIAL OWNERSHIP OF FIRSTMISS GOLD INC.
COMMON STOCK
<TABLE>
<CAPTION>
TOTAL
COMMON COMMON
STOCK STOCK
BENEFICIALLY PERCENT OF COMMON BENEFICIALLY PERCENT OF
DIRECTOR/OFFICER OWNED(1) CLASS STOCK OWNED(2) CLASS
- - --------------------------------------------- ----------- ---------- ------ ----------- ----------
<S> <C> <C> <C> <C> <C>
James W. Crook............................... 0 N/A 18,000 18,000 *
Charles P. Moreton........................... 10,700(3)
1989-B Series.............................. 1,000 25%
1990-C Series.............................. 1,000 20%
1991-B Series.............................. 1,000 20%
1992-A Series.............................. 1,000 20%
1993-A Series.............................. 1,000 20%
-----------
5,000 15,700 *
Paul W. Murrill.............................. 1,000
1989-B Series.............................. 1,000 25%
1990-C Series.............................. 1,000 20%
1991-B Series.............................. 1,000 20%
1992-A Series.............................. 1,000 20%
1993-A Series.............................. 1,000 20%
-----------
5,000 6,000 *
R. Gerald Turner............................. 0 N/A 500 (4) 500 *
J. Kelley Williams........................... 0 N/A 26,237 26,237 *
Charles R. Gibson............................ 0 N/A 100 100 *
R. Michael Summerford........................ 0 N/A 1,400 1,400 *
All Directors and Executive Officers as a
Group
(22 Persons)(5)............................ 76,790(6)
1989-B Series.............................. 2,000 50%
1990-C Series.............................. 2,000 40%
1991-B Series.............................. 2,000 40%
1992-A Series.............................. 2,000 40%
1993-A Series.............................. 2,000 40%
-----------
10,000 86,790 *
</TABLE>
- - ---------------
* Represents less than one percent (1%) of class.
(1) Numbers represent shares of Common Stock of FirstMiss Gold underlying the
Convertible Subordinated Debentures and NQSOs beneficially owned by the
Directors and Officers. The Debentures are immediately convertible into the
specified number of shares of Convertible Preferred Stock of the same series
and then immediately convertible into the specified shares of Common Stock
of FirstMiss Gold. NQSOs are exercisable no earlier than six (6) months from
date of grant into shares of Common Stock of FirstMiss Gold and presently
all are exercisable.
(2) In connection with the Stockholder Rights Plan adopted by the Board of
FirstMiss Gold on June 13, 1990, stock purchase rights were dividended to
stockholders of record on June 25, 1990, and are deemed to attach to the
outstanding shares of Common Stock of FirstMiss Gold, including outstanding
shares of Common Stock reported as being owned by Directors and Officers.
Under certain conditions each right may be exercised to purchase one share
of Common Stock at an exercise price of $40 (subject to adjustment). The
rights may be exercised only after commencement of a public announcement of
a
11
<PAGE> 14
tender or exchange offer if, upon its consummation, the offeror would
beneficially own 20% or more of FirstMiss Gold's Common Stock. An "Acquiring
Person" trigger was also provided, making the rights exercisable if a person
holds at least 15% of the Common Stock without the prior approval of a
majority of the independent members of the Board of FirstMiss Gold. The
rights, which do not have voting rights, expire in June 2000 and may be
redeemed by FirstMiss Gold at a price of $0.01 per right prior to a
specified period of time after the occurrence of certain events. In certain
events, without the consent of the majority of the independent members of
the Board of FirstMiss Gold, including certain acquisitions of an Acquiring
Person, each right (except certain rights which are or were beneficially
owned by 20% or more owners or an Acquiring Person, which rights are voided)
will entitle its holder to purchase shares of FirstMiss Gold Common Stock
with a value of twice the then current exercise price. If, following an
acquisition of 20% or more of the shares of Common Stock, FirstMiss Gold is
acquired in a merger or other business combination or sells 50% of its
assets or earnings power, each right (other than rights voided as above)
will entitle its holder to purchase stock of the acquiring company with a
value of twice the then current exercise price.
(3) Shares voting and investment power with Mrs. Moreton.
(4) Shares voting and investment power with Mrs. Turner.
(5) Excluded from Beneficial Ownership of FirstMiss Gold Common Stock are
111,000 shares beneficially owned in the form of NQSOs by Charles M.
McAuley, which options were purchased by the Company on August 22, 1994 for
$239,575.
(6) Includes 10,000 shares of restricted stock issued to Mr. Thompson upon being
named President and CEO of FirstMiss Gold Inc., of which he has sole voting
but no investment power. All of the shares will vest no later than August
22, 1997, provided Mr. Thompson continues to be employed.
Section 16(a) of the Securities Exchange Act of 1934 requires Officers and
Directors of the Company and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file reports of ownership
and changes in their ownership with the Securities and Exchange Commission and
The New York Stock Exchange. The Company monitors compliance and acts as the
Compliance Officer for such filings of its Officers and Directors and prepares
and files reports for such persons based on information supplied by them. Based
solely on its review of such information, the Company believes that for fiscal
year 1994, its Officers and Directors were in compliance with all applicable
filing requirements.
12
<PAGE> 15
DIRECTOR COMPENSATION
Directors who are not employees are compensated for their services with a
retainer of $1,000 per month with a fee of $650 per day for attendance at duly
called Board and committee meetings or a fee of $325 for half-day committee
meetings except for committee Chairmen, who receive a fee of $750 per day for
meetings and $375 for half-day meetings. Travel expenses to and from meetings
are reimbursed to all Directors. No fees are paid for informal meetings.
Attendance at meetings held by telephone conference call are paid at the half-
day rate.
In fiscal year 1986, the Company established a Deferred Income Plan for
Directors, Officers and Key Employees which superseded the previous deferred
income arrangement and pursuant to which deferral opportunities in any given
year, up to a maximum of three (3) years, were determined at the discretion of
the Board (Plan A). Amounts deferred under Plan A earn interest at a prescribed
rate which, as originally established, was twenty percent (20%), compounded
annually, subject to reduction as described below. The Company is owner and
beneficiary of life insurance policies covering most of the participants in Plan
A. The benefits associated with these policies are expected to cover the
Company's financial obligations incurred in connection with Plan A, including
the interest accrued on the amounts deferred thereunder in excess of market
rates, resulting in no net cost to the Company over the life of the plan. The
Plan provides that the interest rate may be reduced prospectively and, if
necessary, may be adjusted retroactively, due to severe economic changes
including, but not limited to, changes in tax law. However, no retroactive
changes in the rate of a return may occur unless such economic changes are
material, adverse and retroactive in nature. Further, in no event shall the
interest rate on amounts deferred under Plan A be reduced to a level lower than
the ten (10)-year Treasury Note Rate. Effective January 1, 1994, the Director
participants in Plan A still serving on the Board voluntarily changed the
interest rate to one hundred twenty percent (120%) of the applicable annual
federal long-term rate as specified in the Internal Revenue Code. At the same
time, the Board terminated Plan A, subject to the existing rights and
obligations thereunder. The interest rate for the first six (6) months of fiscal
year 1994 for all Directors remained at twenty percent (20%). In fiscal year
1989, the Company established a successor Deferred Compensation Plan for
Directors to insure continuation of deferral opportunities for Directors (Plan
B). Plan B was amended effective January 1, 1994, to change the interest rate
prospectively to one hundred twenty percent (120%) of the applicable annual
federal long-term rate as specified in the Internal Revenue Code. Amounts
deferred under Plan B prior to January 1, 1994 earned interest based on the
Chase Manhattan Bank, N.A. Prime Rate, less one percent (1%). The deferrals
under both Plan A and Plan B are held by the Company until retirement,
resignation or other termination of services. Pursuant to these plans and the
amendments herein described, above market interest was credited to the deferred
income accounts of the directors for the first half of fiscal 1994 only in a
total amount of $42,504. Director J. Kelley Williams participates only in the
Employee Deferred Income Plan (see Note 9 on page 16).
The Company furnishes Directors with $100,000 accidental death and
dismemberment insurance protection and $250,000 of business travel accident
protection. The Company also has a Retirement Plan for its non-employee
Directors under which all Directors who have served at least one (1) three-year
term will, under certain conditions, receive an annual retirement benefit equal
to their annual retainer at retirement for each year of service, not to exceed
fifteen (15) years. The amount of the retainer to be received after retirement
shall be fixed at the time of retirement. The plan also provides for a lump sum
payment to a Director under certain conditions in the event of a change of
control and to his beneficiary upon his death.
13
<PAGE> 16
EXECUTIVE OFFICERS
The following sets forth certain information with respect to the Executive
Officers of First Mississippi, including age as of the date of the Annual
Meeting. All Executive Officers are elected by the Board and hold office until
the next Annual Meeting of Stockholders and thereafter until their successors
are elected and qualify.
<TABLE>
<CAPTION>
NAME AGE POSITION HELD, YEAR FIRST ELECTED AND TERM OF OFFICE
- - ------------------------- --- -----------------------------------------------------------
<S> <C> <C>
J. Kelley Williams....... 60 Chairman of the Board, President and Chief Executive
Officer, 1988; President and Chief Executive Officer,
1971-1988.
R. Michael Summerford.... 46 Vice President and Chief Financial Officer, 1988; Vice
President, 1983-1988.
W. P. Bartlett........... 56 President of Callidus Technologies Inc., 1989; President of
Penteco Corporation, 1983-1989.
J. Steve Chustz.......... 46 General Counsel, 1993; Interim General Counsel, May 1993
through November 1993; Associate General Counsel, 1987.
Charles R. Gibson........ 57 President of FirstMiss Fertilizer, Inc., 1989; Vice
President of the Company, 1985-1989.
Samir A. Hakooz.......... 47 President of SCE Technologies, Inc., 1992; President of
Plasma Energy Corporation ("PEC"), 1991; Executive Vice
President and General Manager of PEC, July 1990; Vice
President of Marketing of PEC, April 1990; Vice President
of Marketing and Vice President of Utility Products for
General Atomics Company, through April 1990.
James L. McArthur........ 51 Secretary and Manager, Investor Relations, 1993; Manager,
Investor Relations, 1988.
Charles M. McAuley....... 61 President and Chief Executive Officer of FirstMiss Gold
Inc., 1992 to September 1, 1994; Group Vice President of
the Company, 1985-1992; Vice President of the Company,
1975-1985.
Terry L. Moore........... 45 President of Plasma Processing Corporation, 1990; Vice
President of Marketing of PEC, 1988-1990.
G. W. Thompson........... 52 President and Chief Executive Officer of FirstMiss Gold
Inc., September 1, 1994; Director of FirstMiss Gold, May
1994; Private Investor and Consultant from 1992 until
September 1, 1994; President and Chief Executive Officer
of Meridian Minerals Company, a subsidiary of Burlington
Resources, Inc., 1983-1992.
O. Edward Wall........... 59 President of First Chemical Corporation, 1981.
Frank D. Winter.......... 53 Chairman of FirstMiss Steel, Inc., 1992; Self-employed
consultant, 1991-1992; President of Atlas Specialty Steels,
1987-1991.
</TABLE>
14
<PAGE> 17
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION> LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------- ------------
OTHER ALL
ANNUAL SECURITIES OTHER
COMPEN- UNDERLYING COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION(2) OPTIONS(3) SATION(4)
POSITION(1) YEAR ($) ($) ($) (#) ($)
- - ---------------------------- ----- -------- -------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
J. Kelley Williams(5) 1994 330,000 200,000 (7) 0 52,975(9)(10)(11)
Chairman, President & 1993 430,833 0 222,214(6) 35,000 87,307
Chief Executive Officer 1992 440,000 0 (7) 30,000 76,778
O. Edward Wall 1994 202,265 99,200 643,912(6)(8) 3,200 29,563(9)(10)(11)
President, First Chemical 1993 195,822 88,900 152,542(6)(8) 5,000 24,427
Corporation 1992 193,343 25,700 (7) 3,000 21,843
Charles R. Gibson 1994 168,916 82,800 35,393(6) 17,200 23,816(9)(10)(11)
President, FirstMiss 1993 165,605 61,300 (7) 15,000 19,821
Fertilizer, Inc. 1992 159,535 63,800 42,416(6) 18,000 17,591
R. Michael Summerford 1994 182,458 73,400 (7) 21,300 11,357(9)(10)(11)
Vice President and 1993 177,216 0 (7) 25,000 10,381
Chief Financial Officer 1992 175,088 29,400 (7) 14,000 9,992
William P. Bartlett 1994 161,264 0 (7) 0 8,297(10)(11)
President, Callidus 1993 155,000 52,700 (7) 0 7,604
Technologies Inc. 1992 136,135 10,800 (7) 0 6,732
</TABLE>
- - ---------------
(1) Summary Compensation Table excludes compensation paid to Mr. McAuley as
President and Chief Executive Officer of FirstMiss Gold. Mr. McAuley
retired from those positions on September 1, 1994. Mr. McAuley is now
employed by First Mississippi as a special advisor, but is not an Executive
Officer. Total Annual Compensation paid to Mr. McAuley during fiscal year
1994 was $281,320.
(2) Other Annual Compensation includes payouts under Performance Option
arrangements, direct cash payments related to tax reimbursements related to
long-term incentives, tax planning and tax return preparation services, and
imputed income and tax reimbursements resulting from the personal use of
Company automobiles and country clubs. Tax reimbursement payments are
pursuant to a plan providing for payment to eligible employees of
thirty-seven percent (37%) of the Company's federal income tax deduction
resulting from the exercise of Convertible Subordinated Debenture Options,
NQSOs, Incentive Stock Options (ISO) and Performance Options.
(3) NQSOs were granted to Officers and certain key employees of the Company in
1994, 1993 and 1992. All option awards were granted under the 1988
Long-Term Incentive Plan. No shares of Common Stock of the Company are
available for the grant of awards under the 1980 Long-Term Incentive Plan.
(4) All Other Compensation is comprised of Company contributions related to the
Company's 401(k) Plan, including amounts provided by the Company's Benefits
Restoration Plan ("BRP"), executive life insurance paid by the Company on
the Executive Officer's behalf, and the above market portion of interest
earned under the Deferred Income Plan (Plan A).
The BRP permits participants in the 401(k) Plan to make contributions, and
the Company to match the same, in amounts permitted by the 401(k) Plan but
which would otherwise be in excess of those permitted by certain Internal
Revenue Code limitations.
(5) Mr. Williams' base salary was reduced twenty-five percent (25%) at his
request effective June 1, 1993, in consideration of losses due to
restructuring. In March 1994, option awards granted in August 1993
representing 5,000 shares were forfeited.
(6) Tax reimbursement payments in fiscal year 1994 to Mr. Wall and Mr. Gibson
were $169,826 and $23,171, respectively. Tax reimbursement payments in
fiscal year 1993 to Mr. Williams and Mr. Wall were $191,087 and $51,863,
respectively. Tax reimbursement payment in fiscal year 1992 to Mr. Gibson
was $32,847.
15
<PAGE> 18
(7) Aggregate perquisites and other personal benefits were less than $50,000 or
ten percent (10%) of the total annual salary and bonus reported for the
named Executive Officer and thus are excluded from the table.
(8) Includes payments received by Mr. Wall on exercise of Performance Options
of $458,990 in 1994 and $80,958 in 1993. Performance Option awards are
payable only in cash based on appreciation in value of units, such
appreciated value being based on First Chemical Corporation's pre-tax
operating profit and the price earnings multiples of a peer group of
publicly held companies. Performance units are exercisable no earlier than
six (6) months from date of grant and until ten (10) years from grant. The
units are valued on a quarterly basis and may be exercised by the
participant within fifteen (15) business days from the date of valuation.
(9) Above market interest earned under the Deferred Income Plan in fiscal year
1994 was $36,026, $19,173, $15,128 and $2,176 for Mr. Williams, Mr. Wall,
Mr. Gibson and Mr. Summerford, respectively. Mr. Williams voluntarily
changed the interest rate on his deferrals effective January 1, 1994 to one
hundred twenty percent (120%) of the applicable annual federal long-term
rate as specified in the Internal Revenue Code. See "Director
Compensation."
(10) Company contributions to the 401(k) Plan in fiscal year 1994 were $9,126,
$7,096, $5,987, $7,108 and $6,451 for Mr. Williams, Mr. Wall, Mr. Gibson,
Mr. Summerford and Mr. Bartlett, respectively, and accruals to the 401(k)
related BRP were $4,074, $994 and $770 for Mr. Williams, Mr. Wall and Mr.
Gibson, respectively.
(11) Executive life insurance paid by the Company in fiscal year 1994 was
$3,749, $2,300, $1,931, $2,073 and $1,846 for Mr. Williams, Mr. Wall, Mr.
Gibson, Mr. Summerford and Mr. Bartlett, respectively.
OPTION GRANTS IN FISCAL YEAR 1994 *
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL EXERCISE GRANT DATE
OPTIONS OPTIONS GRANTED PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(1) TO ALL EMPLOYEES ($/SHARE) DATE ($)(2)
- - --------------------------------------- ---------- ---------------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
J. Kelley Williams..................... 0 N/A N/A N/A N/A
O. Edward Wall......................... 3,200 5% 15.0625 08/23/04 23,072
Charles R. Gibson...................... 17,200 27% 15.0625 08/23/04 124,012
R. Michael Summerford.................. 21,300 34% 15.0625 08/23/04 153,573
William P. Bartlett.................... 0 N/A N/A N/A N/A
</TABLE>
- - ---------------
* Options shown in this table represent NQSOs granted to employees under the
1988 Long-Term Incentive Plan on August 23, 1994.
(1) The Company has in effect a plan providing for payment of thirty-seven
percent (37%) of the Company's federal income tax deduction resulting from
the exercise of Convertible Subordinated Debenture Options, NQSOs and ISOs.
Amounts received are included as other annual compensation in the Company's
Summary Compensation Table.
(2) Grant date present value is determined using the Black-Scholes model. The
Black-Scholes model is a complicated mathematical formula widely used to
value exchange traded options. The model takes into consideration a number
of factors, including volatility of Common Stock, its dividend rate, the
term of the option and interest rates. Because the Black-Scholes model is
assumption-based, it may not accurately reflect present value. The actual
value realized, if any, will depend on the excess market value of the
Common Stock over the exercise price on the date the option is exercised.
Assumptions used in the Black-Scholes model to generate the values
reflected above were: U.S. Treasury rate of 7.3% for the expected option
term at date of grant; dividend yield of 2.0% at date of grant; expected
term of ten years; and variance of 13.4% based on monthly returns for the
last three years.
16
<PAGE> 19
FISCAL YEAR 1994 OPTION EXERCISES AND YEAR END VALUES
<TABLE>
<CAPTION>
AGGREGATE VALUE OF
NUMBER OF SECURITIES UNEXERCISED,
UNDERLYING IN-THE-MONEY OPTIONS AT
UNEXERCISED OPTIONS AT 6/30/94($)
SHARES 6/30/94(#) ----------------------------
ACQUIRED VALUE ---------------------------- EXERCISABLE UNEXERCISABLE
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE (1) (2)
- - --------------------- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Kelley Williams... -- -- 375,000 0 1,615,625 N/A
O. Edward Wall....... -- -- 33,000 0 96,563 N/A
Charles R. Gibson.... 6,000 62,625 94,200 0 415,938 N/A
R. Michael
Summerford......... -- -- 115,400 0 456,675 N/A
William P.
Bartlett........... -- -- N/A N/A N/A N/A
</TABLE>
- - ---------------
(1) Value was computed as the difference between the individual option price and
the per share closing price of First Mississippi Common Stock on June 30,
1994, as reported on the consolidated transaction system for New York Stock
Exchange issues. Only options with fair market values in excess of the
exercise price are reflected in this column.
(2) No value is shown because there were no unexercisable options at fiscal year
end.
LONG-TERM INCENTIVE PLAN -- AWARDS IN FISCAL YEAR 1994*
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICED-BASED
PERFORMANCE OR PLANS
OTHER PERIOD UNTIL -----------------------------
NUMBER OF MATURATION OR THRESHOLD TARGET MAXIMUM
NAME UNITS PAYOUT $ $ $
- - --------------------------------------- --------- ------------------ --------- ------- -------
<S> <C> <C> <C> <C> <C>
William P. Bartlett(1)................. 3,500 5 years -- 140,000 --
</TABLE>
- - ---------------
* Options shown in this table represent performance units granted on August
23, 1994.
(1) In 1991, the Board adopted a performance unit plan for Callidus Technologies
Inc. providing for annual performance award grants payable in cash only at
the end of a five (5)-year period. Each annual grant specifies earnings
targets for the performance period and a unit valuation formula based on
actual operating results versus targets. The threshold (or minimum) payout
may be zero. There is no limit on the maximum payout. To date, no value has
been realized on these performance units.
OTHER COMPENSATION
In 1970, the stockholders authorized the noncontributory Retirement Plan
for the Employees of First Mississippi. Employees become one hundred percent
(100%) vested after five (5) years of employment. The plan provides for normal
retirement at age sixty-five (65) with actuarially adjusted provisions for early
and postponed retirement dates. Retirement benefits are based on years of
service and average compensation (wages and salary) of the five (5) highest
consecutive years during employment. The benefits listed in the table below are
not subject to any reduction for social security or other offset amounts.
17
<PAGE> 20
The following table shows the estimated annual retirement benefit payable
to participating employees including Executive Officers based on earnings and
years of service classifications as indicated.
<TABLE>
<CAPTION>
AVERAGE ANNUAL ESTIMATED ANNUAL BENEFITS FOR YEARS OF CREDITED
COMPENSATION SERVICE
(5 HIGHEST -----------------------------------------------
CONSECUTIVE YEARS) 10 YEARS 20 YEARS 30 YEARS 40 YEARS
----------------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$100,000.............................. $ 17,712 $ 35,424 $ 53,136 $ 70,848
150,000.............................. 26,712 53,424 80,136 106,848
200,000.............................. 35,712 71,424 107,136 142,848
300,000.............................. 53,712 107,424 161,136 214,848
400,000.............................. 71,712 143,424 215,136 286,848
450,000.............................. 80,712 161,424 242,136 322,848
500,000.............................. 89,712 179,424 269,136 358,848
</TABLE>
The table includes amounts that exceed limitations allowed under Section
415 of the Code. The Company's BRP provides that if a retired employee's
benefits calculated under the Retirement Plan exceed the maximum allowed under
the Code, the Company will supplement such employee's benefits to the extent
such benefit is in excess of the limitation.
Years of service for the Executive Officers listed in the Summary
Compensation Table are: J. Kelley Williams, twenty-eight (28) years; Charles R.
Gibson, twenty-four (24) years; O. Edward Wall, twenty-two (22) years; R.
Michael Summerford, sixteen (16) years; and William P. Bartlett, five (5) years.
Termination Agreements. Effective July 1, 1989, the Board approved
Termination Agreements for the Executive Officers of the Company, including J.
Kelley Williams, Charles R. Gibson, O. Edward Wall and R. Michael Summerford.
The Agreements are contingent upon a Change of Control, as defined in the
Agreements, and provide for three-year terms which are automatically extended
unless the Company determines not to renew or in the event of a Change of
Control of the Company. Each individual, other than the Chief Executive Officer,
would be paid upon termination without cause or upon resignation for good reason
within three (3) years of a Change of Control, one and one-half (1.5) times the
sum of the three-year average of his annual base salary (excluding bonuses) plus
fringe benefit costs equal to thirty-six percent (36%) of his annual base
salary. The Chief Executive Officer would receive the same payment upon his
resignation for any reason within one (1) year of a Change of Control. Upon
termination, the individual would have the option, unless he notifies the
Company otherwise, to receive a cash payment equal to the cash value of all his
NQSOs, Debenture Options and Debentures, whether then exercisable or not.
Following termination, the Company will pay amounts previously due to
individuals for early stock disposition under the Company's tax sharing plan. No
individual would receive payments in the event of death, disability or
termination for cause. In addition, the Agreements provide for an additional
payment to be made by the Company to the Officer if any of the severance
payments provided for by the Agreements or any other payments made pursuant to a
Change of Control of the Company (the "Total Payments") become subject to an
additional tax ("Excise Tax") imposed by Section 4999 of the Code, such that the
net of all of the payments received by the Officer after the imposition of the
Excise Tax on the Total Payments and any federal income tax on the additional
payment shall be equal to the Total Payments.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Chief Executive Officer serves as a member ex-officio of the
Compensation & Human Resources Committee, but may not serve as Chairman or vote
or participate in or be present for Committee decisions regarding his own
compensation. He does not make recommendations about nor participate in
decisions regarding any aspect of his compensation.
In addition, Mr. Crook, who retired from the Company as Vice President in
1985, is Chairman of MCI and Mr. Summerford, an Executive Officer of the
Company, and Mr. McAuley, a former Executive Officer of the Company, are
directors of MCI. Mr. McAuley also serves on its Compensation Committee.
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<PAGE> 21
COMPENSATION & HUMAN RESOURCES COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Philosophy. The Company's compensation philosophy is designed to maximize
stockholder value and serve the best interest of stockholders and employees. The
philosophy incorporates the following principles:
(a) Compensation should attract and retain qualified employees and
stimulate their useful and profitable efforts on behalf of the
Company;
(b) Compensation should be internally equitable and externally
competitive; and
(c) Compensation should be defined broadly and comprehensively.
Committee Members. The Compensation & Human Resources Committee (the
"Compensation Committee") is a Committee of the Board composed of not less than
three (3) Directors who are not officers or regular employees of the Company or
of any subsidiary of the Company. The Chief Executive Officer ("CEO") of the
Company is also a member ex-officio but may not serve as chairman or vote or
participate in or be present for Compensation Committee decisions regarding his
own compensation. The Compensation Committee selects and is advised by
independent outside consultants as considered appropriate.
Charter. The Compensation Committee operates under a charter approved by
the Board in August 1990, and amended in August 1994, which formally defines
responsibilities, authorities, and procedures. The charter provides for members
to be elected annually by the Board. The chairman is elected annually by the
Compensation Committee, but may not serve longer than three consecutive years.
The primary responsibility of the Compensation Committee is to assure
development, implementation, and maintenance of competitive compensation and
benefits to attract, motivate, and retain qualified officers, management, and
employees.
Overall compensation and benefits are targeted at the median or mid-market
of peer companies. Compensation includes base pay and annual and long-term
performance incentives. Incentives are tied to financial results versus peer
companies and/or to specific performance objectives linked to stockholder value.
Peer companies are public companies with products and markets and other
characteristics comparable to the Company and/or its subsidiaries.
Duties. The Compensation Committee's duties include the following:
(a) To recommend to the Board compensation policies for the Company
and its subsidiaries;
(b) To recommend to the Board the base salary and annual incentive
awards for Executive Officers;
(c) To review and report to the Board base salaries and annual
incentive awards for other highly compensated officers and
employees; and
(d) To designate participants and grant awards under the Long-Term
Incentive Plan.
COMPONENTS OF EXECUTIVE COMPENSATION
Base Salary. The Compensation Committee annually reviews and compares base
salaries and salary ranges for similar positions in other companies in relevant
markets defined by company size, industry and location. Executive, technical and
other highly compensated positions are valued in the national market using data
developed by nationally recognized compensation consulting firms. Base salary
for all positions is targeted at the median or mid-market of peer companies. The
published compensation data used by the Committee to establish base salary
ranges is not necessarily comprised of the same peer group of companies included
in the Five Year Cumulative Total Return Graph. Salary ranges and actual
salaries are adjusted annually, taking into consideration position value, market
pricing, operating results, individual performance and other relevant factors.
The Committee recommended and the Board approved merit increases to the
four (4) named Executive Officers other than the CEO which averaged 3.9% in
fiscal 1994.
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<PAGE> 22
Annual Incentive Awards. Annual incentive awards, in the form of cash
payments, are designed to achieve specific short-term results and to further
long-term objectives. Financial and other objectives for the Company,
subsidiaries, and program participants are set at the beginning of each fiscal
year. The process involves the Board, the Compensation Committee, the CEO and
program participants. The Compensation Committee annually reviews and recommends
to the Board participation and award opportunity. Award opportunity is based on
guidelines developed by nationally recognized compensation consultants. At
fiscal year-end, incentives are awarded following review of Company and
subsidiary results and performance versus objectives and peer results and
personal performance of participants versus objectives. As a general rule, no
awards are made unless the Company is profitable. However, awards have been made
for superior individual performance in profitable subsidiaries when the Company
has had a loss.
The Committee recommended and the Board approved $255,400 in annual
incentive awards for the four (4) named Executive Officers other than the CEO
based on Company and subsidiary financial results, performance compared to peers
and achievement of personal objectives for fiscal 1994.
Long-Term Incentive Awards. Participation in the Long-Term Incentive Plan
is limited to officers and key managers based on responsibility, authority,
potential impact on the Company, and competitive practice for similar positions
in peer companies. The Compensation Committee annually reviews and approves
participation and potential award ranges. Award ranges are based on guidelines
developed by nationally recognized compensation consultants. At fiscal year-end,
the Compensation Committee reviews Company condition and performance versus
long-term goals and recommends awards under the Long-Term Incentive Plan. Awards
may be in the form of stock options, debenture options, restricted stock, stock
appreciation rights, performance units, supplemental cash, or other such forms
as appropriate.
The Company also has adopted performance unit plans outside of the
Long-Term Incentive Plans for two of its non-public subsidiaries in which
subsidiary executive officers participate. In one plan, awards are payable in
cash only based on the subsidiary's profits and price earning multiples of a
group of publicly held peer companies. In the other plan, awards are payable in
cash only at the end of a five-year period based on actual results versus
targets.
The Compensation Committee granted 41,700 nonqualified stock options and
19,100 performance units to the four (4) named Executive Officers excluding the
CEO for fiscal 1994.
CEO Compensation. At fiscal year-end, the independent Directors evaluate
the CEO's performance versus objectives established at the beginning of the
year. The Compensation Committee considers this evaluation and compensation at
peer companies in its review and makes a recommendation to the Board regarding
CEO compensation. Mr. Williams' performance review in fiscal 1994 included an
assessment of operating earnings compared to budget and prior year, financial
performance versus peers, restructuring and dispositions, balance sheet
improvements and market capitalization. Based on the Committee's recommendation,
the Board approved an annual incentive of $200,000. Mr. Williams' salary was
also increased to $450,000 effective July 1, 1994 (See Summary Compensation
Table).
COMPENSATION & HUMAN RESOURCES COMMITTEE
Charles P. Moreton, Chairman
Richard P. Anderson
Paul W. Murrill*
Maurice T. Reed, Jr.
* Dr. Murrill served on the Compensation & Human Resources Committee through
August 23, 1994.
The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934 (collectively the "Acts"), except to the extent the Company
specifically incorporates this information by reference and shall not otherwise
be deemed filed under such Acts.
20
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PERFORMANCE GRAPH
The following line graph compares the cumulative total stockholder return
on First Mississippi's Common Stock during the five (5) year period ended June
30, 1994 to the Standard and Poor's 500 Stock Index and an index of peer issuers
selected by the Company. The graph assumes a one hundred dollar ($100)
investment on June 30, 1989, and reinvestment of dividends on a quarterly basis.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
FIRST MISSISSIPPI CORPORATION
S&P 500 INDEX & PEER GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD FIRST MISSIS- S&P 500
(FISCAL YEAR COVERED) SIPPI CORP. INDEX PEER GROUP
<S> <C> <C> <C>
6/30/89 100.00 100.00 100.00
6/30/90 77.74 116.39 96.22
6/30/91 75.91 124.99 84.24
6/30/92 78.11 141.69 79.64
6/30/93 68.27 160.92 90.02
6/30/94 110.82 163.22 96.92
</TABLE>
The peer group consists of public companies operating in the same
industries as First Mississippi. Peer companies were grouped by industry and
weighted by market capitalization. Industry indices were then weighted by the
Company's asset mix, including chemicals, fertilizer, gold, oil and gas and
coal. The latter two were excluded in 1994 due to the Company's disposition of
its oil and gas and coal operations, which are not a part of 1994's operating
results.
Companies in the 1994 peer group are: Agnico-Eagle Mines, Atlas
Corporation, Battle Mountain Gold, Dexter Corporation, Echo Bay Mines, Ltd., FMC
Gold, Freeport McMoRan Resource Partners, L.P., IMC Fertilizer Group, MacDermid,
Inc., New Jersey Steel, NS Group, Olin Corporation, Quaker Chemical and Terra
Industries. Energy companies included in 1990-1993 comparisons are: Amax, Inc.,
AOI Coal, ENSERCH Corporation, Forest Oil, Wainoco Oil and Westmoreland Coal.
Quantum Chemical was removed from the 1994 comparisons after being bought by
Hanson plc.
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<PAGE> 24
AUDITORS
The accounting firm of KPMG Peat Marwick LLP ("KPMG") was approved by the
Board to serve as independent auditor of the Company for fiscal year 1995.
KPMG has served as independent auditor of the Company for the past
thirty-two (32) years. The Company has been advised that neither KPMG nor any of
its associates has a material interest in the Company or any affiliate thereof.
Representatives of KPMG are expected to be present at the Annual Meeting of
Stockholders, will be afforded an opportunity to make a statement, if they
desire, and will be available to respond to appropriate questions from
stockholders.
OTHER MATTERS
The management of the Company knows of no other matter which may come
before the Annual Meeting. However, if any matter other than those referred to
herein should properly come before the meeting, the proxies will be voted with
respect thereto in accordance with the judgment of the proxy holder.
Please sign the enclosed proxy and return it in the return envelope
promptly.
/s/ JAMES L. MCARTHUR
JAMES L. McARTHUR
Secretary
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<PAGE> 25
FIRST MISSISSIPPI CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON NOVEMBER 11, 1994
P R O X Y
The undersigned hereby appoints J. Kelley Williams, Paul W. Murrill and James
W. Crook, and each of them, with the power of substitution and revocation, as
attorneys and proxies to appear and vote all shares of Common Stock held by the
undersigned, at the Annual Meeting of First Mississippi Corporation, to be held
on November 11, 1994, and at any and all adjournments thereof; and the
undersigned hereby instructs said proxies to vote as indicated on all matters
referred to on the reverse side and described in the proxy statement for the
meeting, and in accordance with their judgement on all other matters that may
properly come before the meeting.
ELECTION OF DIRECTORS, NOMINEES:
THREE YEAR TERM -- RICHARD P. ANDERSON, WILLIAM A. PERCY II, MAURICE T.
REED, JR., R. GERALD TURNER.
TWO YEAR TERM -- JAMES E. FLIGG
All proxies will vote as specified on the reverse side. IN THE ABSENCE OF
SPECIFIC INSTRUCTIONS, PROXIES WILL VOTE (1) FOR the elections of the director
nominees, and (2) on all other matters that may properly come before the
meeting in accordance with their judgement. To vote FOR the Board of Directors
recommendations, just sign and date the reverse side - no boxes need be
checked.
0000001 SEE REVERSE SIDE
<PAGE> 26
PLEASE MARK YOUR
/X/ VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of / / / /
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
- - --------------------------------------------------------
/ / I have comments
/ / I will attend meeting
SIGNATURE(S)_________________________________________________ DATE ___________
SIGNATURE(S)_________________________________________________ DATE ___________
NOTE: Please sign exactly as name appears hereon. Joint owners, each sign. When
signing as attorney, executor, administrator, trustee, or guardian, please give
full name as such.
- - --------------------------------------------------------------------------------
FIRST MISSISSIPPI CORPORATION 1994 ANNUAL MEETING
You are cordially invited to attend the annual meeting of stockholders of
First Mississippi Corporation. The meeting will be held Friday, November 11,
1994, at 2:00 p.m. (CST) in the Garden Room at Dennery's, 330 Greymont Avenue,
Jackson, Mississippi.
Please mark the boxes on the proxy card to indicate how your shares should
be voted. Sign and return your proxy as soon as possible in the enclosed
postpaid envelope. TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS, JUST SIGN AND DATE THE PROXY CARD WHERE INDICATED - NO BOXES
NEED BE CHECKED.
Votes are tabulated by Society National Bank, the Company's transfer
agent. Any comments noted on the proxy card or an attachment will be forwarded
to the Corporate Secretary by Society. Please indicated if you have comments by
marking the appropriate box.
/s/JAMES L. MCARTHUR
James L. McArthur
Secretary
