<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
GENCORP INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
GENCORP INC.
175 GHENT ROAD, FAIRLAWN, OHIO 44333
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------
To the Shareholders of February 14, 1996
GenCorp Inc.: Fairlawn, Ohio
The Annual Meeting of Shareholders of GENCORP INC. (the "Company") will be
held at the Akron West Hilton Inn, 3180 West Market Street, Akron, Ohio, on
March 27, 1996 at 9 o'clock a.m. to consider and act on the following matters:
1. Election of Directors to serve a term of three years. (page 2)
2. Ratification of the Board of Directors' selection of Ernst & Young
LLP as independent auditors to audit the books of account and other
corporate records of the Company for 1996. (page 20)
3. Such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors has fixed the close of business on February 12, 1996
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the meeting.
THE COMPANY HAS A GREAT NUMBER OF SHAREHOLDERS ENTITLED TO VOTE AT THE
MEETING WHO OWN FEWER THAN 100 SHARES. WHETHER YOU OWN ONE SHARE OR HUNDREDS OF
SHARES, YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING IN PERSON, YOU ARE URGED TO PROMPTLY VOTE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY. YOUR COOPERATION WILL ENABLE THE COMPANY TO AVOID ADDITIONAL
EXPENSE AND DELAY. A RETURN ENVELOPE, REQUIRING NO POSTAGE IF MAILED IN THE
UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE.
By order of the Board of Directors,
EDWARD R. DYE, Secretary
<PAGE> 3
ANNUAL MEETING
OF
GENCORP INC.
175 GHENT ROAD, FAIRLAWN, OHIO 44333
------------------
PROXY STATEMENT
February 14, 1996
This Proxy Statement is being mailed to shareholders beginning approximately
February 14, 1996 in connection with the solicitation by the Company, on behalf
of its Board of Directors, of proxies to be used at the Annual Meeting of
Shareholders of the Company which is to be held on March 27, 1996 at the Akron
West Hilton Inn, 3180 West Market Street, Akron, Ohio, for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders.
If the accompanying form of proxy is signed, dated and returned, it will be
voted, but it may be revoked at any time before it is voted. Shares in respect
of which a proxy or other written instruction is not received by the Company
will not be voted. The presence of a shareholder at the meeting does not revoke
any proxy previously given. A shareholder, without affecting any vote previously
taken, may revoke his or her proxy by giving notice to the Company in writing or
in open meeting.
Shares held for the accounts of shareholders participating in the Company's
automatic Dividend Reinvestment Service will be voted in accordance with the
proxies returned by the participants to the Company in respect of the underlying
shares which the participants hold of record. If such proxies are not returned
by the participants to the Company, the participants' Dividend Reinvestment
Service shares will not be voted.
The Trustees for the Company's savings and profit sharing plans, Mellon Bank
N.A. and Royal Trust Corporation of Canada, and the GenCorp Trustee for the
Company's Stock Incentive Compensation Plan, will each vote any shares held for
participants' accounts in accordance with the confidential voting instructions
returned by the participants to the Trustees, c/o the Company. If such
confidential voting instructions are not returned, the participants' shares will
be voted by the Trustees in accordance with the instructions of the Benefits
Management Committee for the plans.
A copy of the Company's 1995 Annual Report, including financial statements, is
enclosed in the envelope with this Proxy Statement.
At the close of business on February 12, 1996, there were 33,408,583
outstanding shares of Common Stock and no outstanding shares of Cumulative
Preference Stock of the Company. Holders of outstanding shares of
Common Stock are entitled to one vote for each full share held on the February
12, 1996 record date.
1
<PAGE> 4
NOMINATION AND ELECTION OF DIRECTORS
The Company's Code of Regulations provides for a Board of not less than seven
nor more than seventeen directors, and authorizes the Board to determine from
time to time the number of directors within that range that will constitute the
Board by the affirmative vote of a majority of the members then in office.
Additionally, the Company's Articles of Incorporation require that the Board of
Directors be divided into three classes having staggered terms.
Mr. A. William Reynolds and Mrs. Jewel Lafontant-Mankarious retired from the
Board in March 1995. The Board decided not to fill the resulting vacancies at
that time, and reduced the number of directors constituting the Board from
eleven to nine. During 1995, Mr. William K. Hall and Mr. Charles A. Corry were
appointed to the Board, and the number of directors constituting the Board was
increased to eleven. The Board has set the number of directors to be elected at
this Annual Meeting at four and recommends that its four nominees named below be
elected to serve for a three-year term expiring at the 1999 Annual Meeting.
Abstentions and non-votes are counted as present for purposes of determining
whether a quorum is present at the meeting. Directors are elected by a plurality
of the votes cast. Votes cast for a nominee will be counted in favor of
election. Withhold votes and broker non-votes will not count either in favor of,
or against, election of a nominee. It is the intention of the persons named in
the accompanying form of proxy, unless authorization to do so is withheld, to
vote for the election of the Board's four nominees. Proxies cannot be voted for
a greater number of persons than the number of directors set by the Board for
election. If, prior to the meeting, a nominee becomes unable to serve as a
director for any reason, the proxyholders reserve the right to substitute
another person of their choice in such nominee's place and stead. It is not
anticipated that any nominee will be unavailable for election.
The Company has no provision for cumulative voting in the election of
directors. Holders of Common Stock are, therefore, entitled to cast one vote for
each share held on the February 12, 1996 record date for each nominee for
director.
The information set forth below is given as of December 31, 1995 unless stated
otherwise. Each nominee for election and each director continuing in office has
had the same principal occupation or employment during the past five years
unless otherwise indicated.
NOMINEES FOR ELECTION AT THIS MEETING TO THREE-YEAR TERMS EXPIRING IN 1999:
CHARLES A. CORRY
Director since July 1995
Chairman of the Executive Committee of USX Corporation, Pittsburgh, PA (producer
of energy and metal products). Chairman and Chief Executive Officer of USX from
1989 until retirement in June 1995 (President and a Director since February
1988); previously President of the U.S. Diversified Group of USX from January
1987 to February 1988. Director, Mellon Bank Corporation and Mellon Bank, N.A.,
Pittsburgh, PA. Member of the Finance, Nominating & Corporate Governance,
Organization & Compensation, and the Executive Committees of the Board. Age 63.
2
<PAGE> 5
WILLIAM K. HALL
Director since May 1995
President and Chief Executive Officer of Eagle Industries, Inc., Chicago, IL
(diversified manufacturing company) since 1988; also, President and Chief
Executive Officer of Falcon Building Products, Inc., Chicago, IL (manufacturer
of building products; 70% owned by Eagle Industries) since 1994; Director of
Great American Management and Investment, Inc., Chicago, IL; Huffy Corporation,
Dayton, OH; and A. M. Castle & Co., Franklin Park, IL. Member of the Finance and
the Organization & Compensation Committees of the Board. Age 52.
DR. ROBERT K. JAEDICKE
Director since 1990
Professor of Accounting at the Graduate School of Business, Stanford University,
Stanford, CA since 1961 (formerly served as Dean of the Graduate School of
Business from 1983 until September 1990). Director of Boise Cascade Corporation,
Boise, ID; Homestake Mining Co., San Francisco, CA; Enron Corporation, Houston,
TX; Wells Fargo & Co., San Francisco, CA; California Water Services Company, San
Jose, CA, and State Farm Insurance Companies, Bloomington, IL. Chairman of the
Audit Committee and member of the Finance and the Government Affairs &
Environmental Issues Committees of the Board. Age 67.
ROBERT D. KUNISCH
Director since 1992
Chairman of the Board since 1989, Chief Executive Officer since 1988 and
President since 1984 of PHH Corporation, Hunt Valley, MD (a transnational
business services company). Director of CSX Corporation, Richmond, VA and
Mercantile Bankshares, Baltimore, MD. Member of the Audit, Organization &
Compensation and the Executive Committees of the Board. Age 54.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1997:
JAMES M. OSTERHOFF
Director since 1990
Executive Vice President and Chief Financial Officer of US WEST Inc., Englewood,
CO (communications company) from December 1991 until retirement August 31, 1995.
Previously Vice President, Chief Financial Officer of Digital Equipment
Corporation, Maynard, MA (computer systems, software and services company).
Director of Financial Security Assurance Holdings Ltd., New York, NY. Chairman
of the Finance Committee and Member of the Audit and the Government Affairs &
Environmental Issues Committees of the Board. Age 59.
PAUL J. PHOENIX
Director since 1990
Chairman and Chief Executive Officer of Dofasco Inc., Hamilton, Ontario, Canada
(steel manufacturing company) from 1990 until retirement May 1, 1992. President,
Chief Executive Officer and Chief Operating Officer from 1987 until 1990.
Director of The Bank of Nova Scotia, Nova Scotia, Canada; Mutual Life of Canada,
Waterloo, Ontario, Canada; Montreal Trust Co., Montreal, Quebec, Canada and
Boise Cascade Corporation, Boise, ID. Chairman of the Organization &
Compensation Committee and member of the Finance and the Nominating & Corporate
Governance Committees of the Board. Age 68.
3
<PAGE> 6
JAMES R. STOVER
Director since 1987
Chairman of the Board and Chief Executive Officer of Eaton Corporation,
Cleveland, OH (manufacturer of electronic, avionic and transportation products)
from 1986 until retirement January 1, 1992 (President and Chief Operating
Officer from 1979 until 1986). Chairman of the Nominating & Corporate Governance
Committee and member of the Organization & Compensation and the Executive
Committees of the Board. Age 69.
JOHN B. YASINSKY
Director since 1993
Chairman of the Board since March 1995 and Chief Executive Officer and President
of the Company since July 1, 1994. A Director of the Company since November 1993
(and President and Chief Operating Officer from November 1993 until July 1994).
Previously Group President, Westinghouse Electric Corporation, Pittsburgh, PA
(power generation and electrical equipment manufacturing company) since February
1993; President, Westinghouse Power Systems from 1990 to 1993; Executive Vice
President, World Resources and Technology from 1989 to 1990. Director of CMS
Energy Corporation, Dearborn, MI and Consumers Power Company, Jackson, MI.
Chairman of the Executive Committee of the Board. Age 56.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1998:
GEN. PAUL X. KELLEY
Director since 1989
Vice Chairman for Corporate Strategy of Cassidy and Associates, Inc.,
Washington, D.C. (government and public relations firm) since January 1990 (Vice
President from January 1989 until January 1990). Commandant of the United States
Marine Corps from 1983 until retirement in June 1987. Director of Allied Signal
Inc., Morristown, NJ; PHH Corporation, Hunt Valley, MD; The Wackenhut
Corporation, Coral Gables, FL; Sturm, Ruger and Co., Inc., Southport, CT; UST,
Inc., Greenwich, CT; Saul Centers, Inc., Chevy Chase, MD and London Insurance
Group and London Life, London, Ontario, Canada. Chairman of the Government
Affairs & Environmental Issues Committee and member of the Audit and the
Nominating & Corporate Governance Committees of the Board. Age 67.
DIANE E. MCGARRY
Director since 1995
Chairman, President and Chief Executive Officer of Xerox Canada Inc., North
York, Ontario, Canada (a manufacturer of copiers and electronic office
equipment) since October 1993; previously Director, Sales Operations for the
United Kingdom for Rank Xerox, a joint venture between Xerox and the Rank
Organization from 1991 to 1993; Executive Assistant to the Chairman and Chief
Executive Officer of Xerox from February 1990 to 1991; Vice President and Region
Manager for the Eastern (U.S.) Coastal Region for Xerox Corporation from 1988 to
1990. Member of the Audit and the Government Affairs & Environmental Issues
Committees of the Board. Age 46.
DR. R. BYRON PIPES
Director since 1993
President of Rensselaer Polytechnic Institute, Troy, NY since July 1993. Provost
of the University of Delaware from 1991 until July 1993 and Dean of the College
of Engineering from 1985 until July 1993. Member of the Nominating & Corporate
Governance, Government Affairs & Environmental Issues and the Executive
Committees of the Board. Age 54.
4
<PAGE> 7
HOLDINGS OF SHARES OF THE COMPANY'S CAPITAL STOCK
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists share ownership of the Company's Common Stock by
directors and executive officers of the Company as of February 1, 1996. Unless
otherwise indicated, share ownership is direct.
<TABLE>
<CAPTION>
PERCENT
AMOUNT OF OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(3)
<S> <C> <C>
- ----------------------------------------------------------------------------------------
Charles A. Corry 2,500 --
William K. Hall 3,025 --
Robert K. Jaedicke 1,249 --
Paul X. Kelley 2,115 --
Robert D. Kunisch 2,049 --
Diane E. McGarry 1,049 --
James M. Osterhoff 3,523 --
Paul J. Phoenix 2,049 --
R. Byron Pipes 1,249 --
James R. Stover 2,549 --
John B. Yasinsky 207,767(1)(2) --
Roger I. Ramseier 71,382(1)(2) --
Marvin L. Isles 89,397(1)(2) --
William E. Bachman 81,176(1)(2) --
D. Michael Steuert 85,065(1)(2) --
All directors and executive officers as a group 1,006,897(1)(2) 3.01%
(30 persons)
<FN>
- ---------------
(1) Includes shares subject to stock options which may be exercised within 60
days of February 1, 1996 as follows: Mr. Yasinsky, 187,500 shares; Mr.
Isles, 55,500 shares; Mr. Ramseier, 54,750 shares; Mr. Bachman, 54,750
shares; Mr. Steuert, 45,625 shares, and all executive officers as a group,
664,575 shares. Nonemployee directors do not participate in the Company's
stock option plan.
(2) Includes the approximate number of shares credited to the individual's
account as of February 1, 1996 under the GenCorp Profit Sharing Retirement
and Savings Plan, a savings plan for salaried employees sponsored by the
Company prior to September 1989, under the GenCorp Retirement Savings Plan
since September 1989, and where applicable, under the GenCorp Stock
Incentive Compensation Plan.
(3) No individual director, nominee for director or executive officer
beneficially owns more than 1% of the Company's Common Stock.
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors to file reports of ownership and
changes in ownership of GenCorp equity securities and certain benefit plan
interests with the Securities and Exchange Commission and the New York and
Chicago Stock Exchanges and to furnish to the Company copies of all Section
16(a) forms which they file. Based upon its review of copies of Section 16(a)
forms received by it, or written representations received from certain reporting
persons, the Company believes that its executive officers and directors have
complied with all applicable Section 16(a) filing requirements for fiscal 1995.
5
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists the only persons believed by the Company to be the
beneficial owners of more than five percent of the 33,408,583 shares of the
Company's Common Stock outstanding as of February 1, 1996. The dates applicable
to the beneficial ownership indicated are set forth in the footnotes below.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
<S> <C> <C>
- ----------------------------------------------------------------------------------
GenCorp employee savings plans 6,825,084 20.43%(1)
175 Ghent Road
Fairlawn, OH 44333
Mario J. Gabelli/Gabelli Funds Inc. 4,320,442 12.93%(2)
One Corporate Center
Rye, NY 10580
OTR, Nominee name for 1,949,600 5.84%(3)
The State Teachers Retirement Board of Ohio
275 East Broad Street
Columbus, OH 43215
The Prudential Insurance Company of America 1,856,685 5.56%(4)
Prudential Plaza
Newark, NJ 07102
<FN>
- ---------------
(1) Shares held at February 1, 1996 by the Trustee for the plans, Mellon Bank,
included 1,028,896 shares held for the GenCorp Profit Sharing Retirement and
Savings Plan, and 5,796,188 shares held for the GenCorp Retirement Savings
Plan. Shares are voted by the Trustee in accordance with instructions of the
participating employees to whose accounts such shares are allocated, except
that shares for which no employee instructions are received and shares held
for the plans which have not been allocated to participants' accounts are
voted by the Trustee in accordance with instructions of the Benefits
Management Committee ("Committee") for the plans. The Committee presently
consists of four persons, all of whom are officers of the Company.
(2) Mario J. Gabelli, directly as to 4,559 shares and through and shared with
various entities within Gabelli Funds Inc. as to the balance of the shares,
has investment discretion with respect to all shares, sole voting authority
with respect to 4,036,442 shares and no voting authority with respect to
284,000 shares, according to Amendment No. 17 to Schedule 13D dated January
5, 1996 and filed with the Securities and Exchange Commission. The foregoing
ownership interests include 589,259 shares which would be receivable by
entities within Gabelli Funds Inc. upon conversion of GenCorp Convertible
Subordinated Debentures held by such persons according to the January 5,
1996 amendment to Schedule 13D.
(3) OTR has sole voting power and sole dispositive power with respect to all
1,949,600 shares as reported in a Schedule 13G dated January 31, 1996 and
filed with the Securities and Exchange Commission.
(4) Prudential reported that it had sole voting and dispositive authority with
respect to 933,390 shares and shared voting and dispositive authority with
respect to 923,295 shares in a Schedule 13G dated February 13, 1995 and
filed with the Securities and Exchange Commission.
</TABLE>
6
<PAGE> 9
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
MEETINGS OF THE BOARD
The Company's Board of Directors held six meetings during the 1995 fiscal
year. Due to a death in the family, Ms. Diane McGarry attended fewer than 75% of
the total number of meetings of the Board and the committees on which she served
during fiscal 1995.
ORGANIZATION & COMPENSATION COMMITTEE
The Organization & Compensation Committee reviews periodically the
organization of the Company and its management, including major changes in the
organization of the Company and the responsibility of management as proposed by
the Chief Executive Officer; monitors executive development and succession
planning, reviews the effectiveness and performance of senior management and
makes recommendations to the Board concerning the appointment and removal of
officers; periodically reviews the compensation philosophy, policies and
practices of the Company and makes recommendations to the Board concerning major
changes, as appropriate; annually reviews changes in the Company's employee
benefit, savings and retirement plans and reports thereon to the Board;
administers the Company's incentive and deferred compensation plans; and
approves, and in some cases recommends to the Board of Directors for approval,
the compensation of employee-directors, officers, and principal executives of
the Company. Six meetings were held in 1995. Additional information regarding
the Organization & Compensation Committee begins on page 15.
AUDIT COMMITTEE
The Audit Committee reviews and evaluates the scope of the audits to be
performed, the adequacy of services performed by, and the fees and compensation
of the independent auditors and receives and reviews a report from the
independent auditors prior to the publication of the audited financial
statements; considers and recommends to the Board of Directors the selection of
the independent auditors to examine the consolidated financial statements of the
Company for the next year; reviews and evaluates the scope and appropriateness
of the Company's internal audit programs and plans and its system of internal
control; reviews and evaluates the appropriateness of the Company's accounting
principles and practices and financial reporting and receives periodic reports
from the Internal Audit and Law Departments on a number of matters, including
compliance with the Company's Policy on Legal and Ethical Conduct. Four meetings
were held in 1995. Members of the Audit Committee are: Robert K. Jaedicke,
Chairman, Paul X. Kelley, Robert D. Kunisch, Diane E. McGarry and James M.
Osterhoff.
EXECUTIVE COMMITTEE
During the intervals between meetings of the Board of Directors, the Executive
Committee, unless restricted by resolution of the Board, may exercise, under the
control and direction of the Board, all of the powers of the Board of Directors
in the management and control of the business of the Company. The Executive
Committee held one meeting during 1995. Members of the Executive Committee are:
John B. Yasinsky, Chairman, Charles A. Corry, Robert D. Kunisch, R. Byron Pipes
and James R. Stover.
FINANCE COMMITTEE
The Finance Committee makes recommendations to the Board in regard to planning
of the Company with respect to its capital structure and raising of its
long-term capital and with regard to dividend action of the Company; reviews the
performance and management of the Company's employee benefit funds; and makes
recommendations to the Board in regard to contributions to any pension plan,
profit sharing, retirement or savings plan of the Company, or any proposed
changes in the funding method or interest assumption or in
7
<PAGE> 10
amortization of liabilities in connection with funding any such plan. Five
meetings were held in 1995. Members of the Finance Committee are: James M.
Osterhoff, Chairman, Charles A. Corry, William K. Hall, Robert K. Jaedicke and
Paul J. Phoenix.
NOMINATING & CORPORATE GOVERNANCE COMMITTEE
The Nominating & Corporate Governance Committee periodically reviews and makes
recommendations to the Board concerning the criteria for selection and retention
of directors, the composition of the Board, structure and function of Board
committees, retirement policies and compensation and benefits of directors;
recommends to the Board qualified candidates to serve as directors of the
Company and aids in attracting qualified candidates to the Board; considers and
makes recommendations to the Board concerning director nominations submitted by
shareholders. To be considered for election at an Annual Meeting, shareholder
nominations must be accompanied by the written consent of each such nominee and
must be mailed to the Nominating & Corporate Governance Committee, 175 Ghent
Road, Fairlawn, Ohio 44333, Attention: Secretary, and received by the Secretary
no later than the December 1 immediately preceding the date of the annual
meeting at which the nominee is to be considered for election. Five meetings
were held during 1995. Members of the Nominating & Corporate Governance
Committee are: James R. Stover, Chairman, Charles A. Corry, Paul X. Kelley, Paul
J. Phoenix and R. Byron Pipes.
GOVERNMENT AFFAIRS & ENVIRONMENTAL ISSUES COMMITTEE
The Government Affairs & Environmental Issues Committee periodically reviews
and advises the Board regarding significant matters of public policy, including
proposed actions by foreign and domestic governments which may significantly
affect the Company; reviews and advises the Board regarding adoption or
amendment of major company policies and programs relating to matters of public
policy; monitors the proposed adoption or amendment of significant environmental
legislation and regulations and advises the Board regarding the impact such
proposals may have upon the Company and, where appropriate, the nature of the
Company's response thereto; periodically reviews and advises the Board regarding
the status of the Company's environmental policies and performance under its
environmental compliance programs; and periodically reviews and reports to the
Board regarding the status of, and estimated liabilities for, environmental
remediation. Three meetings were held during 1995. Members of the Government
Affairs & Environmental Issues Committee are: Paul X. Kelley, Chairman, Robert
K. Jaedicke, Diane E. McGarry, James M. Osterhoff and R. Byron Pipes.
8
<PAGE> 11
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION -------------------------------------
-------------------------------------- AWARDS PAYOUTS
---------------- ----------------
OTHER ANNUAL SECURITIES
SALARY BONUS COMPENSATION UNDERLYING LTIP PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) OPTIONS/SARS (8) ($) (9)
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
J. B. Yasinsky 1995 $593,333 425,000(2) -- 150,000 --
Chairman, 1994 501,667 650,000(3) 27,462(6) 150,000 --
Chief Executive Officer 1993 38,333(1) 500,000(4) 24,233(7) 100,000 --
and President
R. I. Ramseier 1995 296,732 250,000 $ 16,000(5) 45,000 --
Executive Vice President; 1994 290,004 110,000 20,000(6) 75,000 --
President, Aerojet-General 1993 279,041 142,000 -- 8,000 68,701
Corporation
M. L. Isles 1995 310,000 180,000 -- 45,000 --
Executive Vice President 1994 284,244 135,000 18,578(6) 75,000 --
1993 258,333 120,000 354(7) 9,000 --
W. E. Bachman 1995 290,000 150,000 -- 45,000 5,255
Executive Vice President 1994 241,442 120,000 16,089(6) 75,000 --
1993 162,375 90,000 14,769(7) 8,000 1,857
D. M. Steuert 1995 242,500 150,000(2) -- 40,000 --
Senior Vice President and 1994 228,333 125,000 10,000(6) 60,000 --
Chief Financial Officer 1993 218,667 114,000 -- 7,500 --
<CAPTION>
ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($) (10)(11)
<S> <C>
- -----------------------------
J. B. Yasinsky $ 40,470
Chairman, 21,647
Chief Executive Officer --
and President
R. I. Ramseier 34,422
Executive Vice President; 32,107
President, Aerojet-General 32,937
Corporation
M. L. Isles 36,493
Executive Vice President 32,600
30,283
W. E. Bachman 25,209
Executive Vice President 19,458
15,536
D. M. Steuert 24,795
Senior Vice President and 23,257
Chief Financial Officer 20,120
<FN>
- ---------------
(1) Salary paid to Mr. Yasinsky for the period November 1, 1993 to November 30,
1993.
(2) Messrs. Yasinksy and Steuert elected to have part of their 1995 incentive
bonus amounts paid in shares of GenCorp Common Stock on February 1, 1996
based upon the closing price of Common Stock on January 31, 1996 as
reported in the New York Stock Exchange Composite Transactions published in
the Wall Street Journal. Mr. Yasinsky received 6,350 shares and Mr. Steuert
received 1,270 shares.
(3) Includes a 1994 year-end payment of $350,000 and a one-time payment of
$300,000 pursuant to Mr. Yasinsky's employment agreement to compensate for
loss of a 1993 bonus from his former employer. This latter amount is
reported in the Bonus column of the table pursuant to a Securities and
Exchange Commission interpretation.
(4) One-time payment pursuant to Mr. Yasinsky's employment agreement intended
to compensate for the loss or forfeiture of payments, benefits or
entitlements under plans and programs of his former employer, such as long
term incentive compensation and stock options. This amount is reported in
the Bonus column of the table pursuant to a Securities and Exchange
Commission interpretation.
(5) Amount shown for Mr. Ramseier represents a cash allowance in lieu of a
Company provided automobile. Perquisites and other personal benefits
provided to the named executive officers during 1995, 1994 and 1993 did not
exceed disclosure thresholds established by the Securities and Exchange
Commission.
(6) Amounts shown for Messrs. Isles, Ramseier, Bachman and Steuert represent
cash allowances in lieu of Company-provided automobiles. Amount shown for
Mr. Yasinsky includes an $11,151 reimbursement for taxes payable in
connection with relocation and a $16,311 automobile allowance.
(7) Amount shown for Mr. Isles represents reimbursement for taxes paid in
connection with use of the corporate aircraft, and in the case of Messrs.
Yasinsky and Bachman, in connection with relocation.
9
<PAGE> 12
(8) Represents the number of shares of GenCorp Common Stock underlying options
granted pursuant to the GenCorp Inc. 1993 Stock Option Plan.
(9) Represents the value of awards granted in years prior to 1993 which were
paid pursuant to payment elections filed by the executive at the time of
grant under the Company's Stock Incentive Compensation Plan, a predecessor
to the Company's Long Term Incentive Program. The ultimate value of prior
awards under the Stock Incentive Compensation Plan is dependent upon the
market value of GenCorp Common Stock at the payment date.
(10) Includes amounts accrued as dividend and interest earnings on prior years'
awards under the Company's Stock Incentive Compensation Plan. Prior to July
1995, dividends were accrued on phantom shares credited to the executive's
account at the same rate as dividends paid on Common Stock. On July 13,
1995, phantom shares were converted to actual shares of Common Stock at the
rate of one share of Common Stock for each credited phantom share, and the
Common Stock was then credited to the executive's account in the trust fund
for the Plan. Subsequent to July 13, 1995, dividends declared on Common
Stock are credited to the executive's account in the trust fund as an
additional number of shares determined by dividing the aggregate amount of
the dividend by the market value of Common Stock on the dividend date. The
actual value of the shares distributed on a future payment date will be
equal to the market value of Common Stock on such future payment date. In
the case of Messrs. Isles, Ramseier and Bachman, interest at a rate equal
to that earned by the Interest Income Fund of the GenCorp Savings Plan is
credited to the executive's account in respect of awards attributable to
years prior to 1987. Amounts accrued during 1995, and the number of shares
attributable thereto, were: Roger I. Ramseier $16,471 (509 shares); Marvin
L. Isles $17,785 (584 shares); William E. Bachman $6,759 (397 shares) and
D. Michael Steuert $8,257 (663 shares). John B. Yasinsky did not
participate in the Plan.
(11) Includes Company contributions to the executive's account in the GenCorp
Retirement Savings Plan and, where applicable, the amount credited to the
executive's account in the Company's Benefits Restoration Plan, a nonfunded
plan which restores to the individual's account amounts otherwise excluded
due to limitations imposed by the Internal Revenue Code of 1986 ("Code") on
contributions and includable compensation under qualified plans. Amounts
credited during 1995 were: John B. Yasinsky $40,470, Roger I. Ramseier
$17,951, Marvin L. Isles $18,708, William E. Bachman $18,450 and D. Michael
Steuert $16,538.
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED
ANNUAL RATES
OF
STOCK PRICE
APPRECIATION
FOR OPTION
TERM
(TEN
INDIVIDUAL GRANTS YEARS)(3)(4)
- -----------------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES BASE PRICE EXPIRATION
NAME (#)(1) IN FISCAL YEAR ($/SHARE)(2) DATE 0% ($) 5% ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John B. Yasinsky 150,000 13.92% 11.25 9-8-05 $ -0- $ 1,061,260
Roger I. Ramseier 45,000 4.18% 11.25 9-8-05 -0- 318,378
Marvin L. Isles 45,000 4.18% 11.25 9-8-05 -0- 318,378
William E. Bachman 45,000 4.18% 11.25 9-8-05 -0- 318,378
D. Michael Steuert 40,000 3.71% 11.25 9-8-05 -0- 283,003
All Shareholders(5) N/A N/A N/A N/A -0- 236,367,883
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------
NAME 10%($)
- ------------------------------------
<S> <C>
John B. Yasinsky $ 2,689,440
Roger I. Ramseier 806,832
Marvin L. Isles 806,832
William E. Bachman 806,832
D. Michael Steuert 717,184
All Shareholders(5) 599,002,622
- ------------------------------------
<FN>
10
<PAGE> 13
(1) Non-qualified stock options granted pursuant to the GenCorp Inc. 1993 Stock
Option Plan ("Plan") for the number of shares of GenCorp Inc. Common Stock
indicated. No Stock Appreciation Rights were granted in 1995. Options
granted September 8, 1995 become exercisable 25% on March 7, 1996, 25% on
September 8, 1996, 25% on September 8, 1997 and 25% on September 8, 1998.
(2) Exercise price equals the closing market price of GenCorp Common Stock on
the date of grant as reported in the New York Stock Exchange Composite
Transactions published in the Wall Street Journal.
(3) The 0%, 5% and 10% appreciation over 10 years' option valuation method
assumes a stock price of $11.25, $18.33 and $29.18, respectively, at
September 8, 2005.
(4) The potential realizable values are shown in the table in conformity with
Securities and Exchange Commission regulations, and are not intended to
forecast possible future appreciation. The Company is not aware of any
formula which will predict with reasonable accuracy the future appreciation
of equity securities. No gain can be realized by optionees without an
appreciation in stock price, which will benefit all shareholders
commensurately. A 0% appreciation in stock price will result in zero dollars
for an optionee.
(5) Based upon 33,408,583 shares of GenCorp Common Stock outstanding on February
1, 1996.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SHARES OPTIONS/SARS AT FISCAL YEAR MONEY OPTIONS/SARS AT FISCAL
ACQUIRED END(#)(1) YEAR END ($)
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
John B. Yasinsky -0- -0- 150,000 250,000 -0- -0-
Roger I. Ramseier -0- -0- 43,500 84,500 -0- -0-
Marvin L. Isles -0- -0- 44,250 84,750 -0- -0-
William E. Bachman -0- -0- 43,500 84,500 -0- -0-
D. Michael Steuert -0- -0- 35,625 71,875 -0- -0-
<FN>
- ---------------
(1) No SARs have been issued under the Plan.
</TABLE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER NON-
NUMBER OF OTHER PERIOD STOCK PRICE-BASED PLANS(2.;3.
SHARES, UNITS UNTIL ------------------------------------
OR MATURATION OR THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS PAYOUT ($) ($) ($)
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
John B. Yasinsky (1) 3 Years $152,750 $305,500 $610,000
Roger I. Ramseier (1) 3 Years 68,342 136,683 273,366
Marvin L. Isles (1) 3 Years 61,250 122,500 245,000
William E. Bachman (1) 3 Years 55,000 110,000 220,000
D. Michael Steuert (1) 3 Years 39,250 78,500 157,000
<FN>
- ---------------
(1) Indicates awards under the GenCorp Inc. Long Term Incentive Program
("Program") pursuant to which key employees designated by the Compensation
Committee may receive incentive payments equal to specified percentages of
average annual compensation upon attainment of
11
<PAGE> 14
specified threshold, target or maximum levels of financial performance
("performance goals") over a three-year performance period. For the
1995-1997 performance period threshold, target and maximum performance goals
are designated percentages of Corporate Return on Assets Employed ("ROAE").
No payments are made under the Program if financial performance for the
performance period falls below threshold levels.
(2) Percentages of average annual compensation (determined for the three-year
performance period) payable to participants upon attainment of performance
goals for the 1995-1997 performance period are as follows:
</TABLE>
<TABLE>
<CAPTION>
THRESHOLD TARGET MAXIMUM
--------- ------ -------
<S> <C> <C> <C>
Chairman, CEO and President 15% 30% 60%
Executive Vice Presidents 12.5% 25% 50%
Senior Vice Presidents 10% 20% 40%
<FN>
(3) Future payouts, if any, will be calculated on the basis of actual average
annual compensation (salary and bonus) paid to the participant during the
three-year performance period. For purposes of the table above, estimated
future payouts have been calculated on the basis of the participant's 1995
fiscal year salary and bonus shown in the Summary Compensation Table on page
9.
</TABLE>
PENSION BENEFITS
The Company's salaried pension plans include several formulas for the
determination of benefits, and require that the formula providing the highest
benefit be utilized to determine an individual employee's actual benefit.
Benefits for Messrs. Ramseier, Isles, Bachman and Steuert have been determined
pursuant to a formula which utilizes five-year average compensation for years of
service prior to December 1, 1996 and a career average formula for service from
December 1, 1996 to normal retirement. The benefit for Mr. Yasinsky has been
determined pursuant to the terms of his employment agreement. Estimated benefits
are shown below because the required calculations do not lend themselves to a
typical pension plan table where benefits can be determined by the reader solely
upon the basis of years of service and final compensation.
<TABLE>
<CAPTION>
ESTIMATED
APPROXIMATE ANNUAL BENEFITS
YEARS OF CREDITED PAYABLE AT
SERVICE AT NORMAL
NAME NORMAL RETIREMENT RETIREMENT(1)
<S> <C> <C>
---------------------------------------------------------------------
John B. Yasinsky(2) 41 $567,910
Roger I. Ramseier 40 256,486
Marvin L. Isles 31 204,368
William E. Bachman 44 195,477
D. Michael Steuert 27 169,308
<FN>
- ---------------
(1) Retirement benefits shown in the table for Messrs. Isles, Bachman and
Steuert were calculated pursuant to the terms of the Pension Plan for
Salaried Employees of GenCorp Inc. (the "GenCorp Pension Plan"). Mr.
Ramseier's benefit was calculated pursuant to the Aerojet-General
Corporation Consolidated Pension Plan (the "Aerojet Pension Plan"). The
formulas utilized to calculate the benefits set forth above (except as to
Mr. Yasinsky) reflect amendments required by the Tax Reform Act of 1986.
There is no offset for Social Security payments. Mr.
12
<PAGE> 15
Yasinsky's retirement benefit has been determined pursuant to the
supplemental pension provisions of his employment agreement described on
page 14.
The benefits shown are estimated and have not been adjusted for any
survivor option. Each estimated benefit is based upon the assumption that
the executive will remain an employee until age 65 at a rate of
compensation equivalent to that in effect on December 1, 1995 and that the
pension plan under which such estimated benefit is calculated will remain
unchanged. Benefits for Messrs. Ramseier, Isles, Bachman and Steuert have
been determined by a formula which provides for a benefit (A) for years of
service prior to December 1, 1996 of (i) 1.125% of five-year average
compensation ("average compensation") up to the average Social Security
wage base ("ASSWB") plus 1.5% of average compensation in excess of the
ASSWB multiplied by the total of such years of service up to 35 years and
(ii) 1.5% of average compensation multiplied by the total years of service
in excess of 35 years, and (B) for each year of service after December 1,
1996 (i) prior to attainment of 35 years of service, 1.625% of annual
compensation up to the ASSWB plus 2.0% of annual compensation in excess of
the ASSWB, and (ii) after attainment of 35 years of service, 2.0% of annual
compensation. The benefits shown in the table have not been reduced to
reflect either (i) the limitation on includable compensation or the overall
benefit limitation imposed on pension plans qualified under Section 401(a)
of the Code, or (ii) a plan's own exclusions from includable compensation,
such as amounts deferred under the Company's Deferred Bonus Plan, since the
amount of any such reductions will be restored to the individual pursuant
to the terms of the Company's Benefits Restoration Plan, a nonfunded plan
with benefits payable out of the general assets of the Company.
(2) Mr. Yasinsky's benefit is the product of (i) total years of service
(including 30 years credited upon Mr. Yasinsky's employment with the
Company, plus additional years accrued as an employee until age 65), (ii)
1.47%, and (iii) the average of his five highest years of compensation
(salary and year-end payment only) during the ten years preceding
retirement. Under the terms of Mr. Yasinsky's employment agreement, amounts
determined pursuant to the foregoing formula will be paid out of Company
funds and will be offset by any payments made from the GenCorp Pension Plan
and the pension plan of his prior employer.
</TABLE>
------------------------
COMPENSATION OF DIRECTORS
Each nonemployee director receives (a) a retainer of $22,000 per year, (b)
$850 for each Board meeting attended, (c) $425 for each meeting of a Committee
of the Board held on the same date as a Board meeting and (d) $850 for each
meeting of a Committee of the Board held on any day other than a Board meeting
date. Members of the Audit Committee receive $850 for each Committee meeting
regardless of the date of the meeting. In addition, nonemployee directors who
serve as Chairman of a Committee of the Board receive an annual fee of $2,000 in
consideration of such service.
In November 1994, in lieu of an increase in the annual retainer (which has not
changed since 1987) and in order to further align the interests of the directors
with the interests of the Company's shareholders, each nonemployee director
received a one-time grant of one thousand restricted shares of GenCorp Common
Stock pursuant to the terms of a Restricted Stock Agreement between the director
and the Company. The restricted shares vest two hundred at the date of grant and
two hundred on each of the next four anniversaries of the grant date. Dividends
on all one thousand shares are automatically reinvested through the Company's
Dividend Reinvestment Program (unless a director opts out), and all
13
<PAGE> 16
shares may be voted, but ownership may not be transferred until service on the
Board terminates. Unvested shares would be forfeited in the event of a voluntary
resignation or refusal to stand for reelection, but vesting would be accelerated
in the event of death, disability or retirement pursuant to the Company's
Retirement Plan for Nonemployee Directors described below. Nonemployee directors
joining the Board since November 1994 have also received a one-time grant of one
thousand restricted shares subject to the same terms upon their appointment to
the Board.
Each nonemployee director who terminates his or her service on the Board after
at least sixty months of service will receive an annual retirement benefit equal
to the retainer in effect on the date such director's service terminates,
payable in monthly installments, until the number of monthly payments made
equals the lesser of (a) the individual's months of service as a director, or
(b) 120 monthly payments. In the event of death prior to payment of the
applicable number of installments, the aggregate amount of unpaid monthly
installments will be paid, in a lump sum, to the retired director's surviving
spouse or other designated beneficiary, if any, or to the retired director's
estate.
Under the Board's retirement policy, a director's term of office expires at
the annual meeting following his or her seventy-second birthday regardless of
the term of the class for which such director was last elected.
Directors who are also employees of the Company are not compensated separately
for serving on the Board and are not paid a retainer or additional compensation
for attendance at Board or committee meetings.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Under the terms of an October 18, 1993 employment agreement, Mr. Yasinsky may
elect to terminate his employment and receive (a) a termination payment equal to
two times the sum of (i) his annual base salary at the time of termination and
(ii) his year-end payment for the last completed fiscal year preceding
termination, and (b) a supplemental pension determined as described in footnote
(2) on page 13 if the directors remove him from the position of Chairman and CEO
prior to age 65 for any reason other than for "cause" as defined in the
agreement. The agreement also provides that Mr. Yasinsky will participate in the
GenCorp Pension Plan, and will be entitled to a supplemental pension at any time
after age 62, offset by the amount of any pension payments made from the GenCorp
Pension Plan and any pension payment received from his former employer. In the
event of death prior to electing a payment option, the supplemental pension will
be paid to Mr. Yasinsky's surviving spouse for her life, calculated as if he had
attained age 62, retired, and elected a joint and 100% survivor annuity. In the
event of disability prior to age 62, the Company will pay Mr. Yasinsky an amount
equal to 60% of his base monthly salary (offset for payments received under
Social Security) until eligible for supplemental pension benefits at age 62.
Severance agreements between the Company and Messrs. Yasinsky, Ramseier,
Isles, Bachman and Steuert and five additional executive officers provide for
payment of an amount equal to 125% of base salary multiplied by a factor of 3 if
the executive officer's employment should terminate for any reason other than
death, disability, willful misconduct or retirement within three years after a
change in control as such term is defined in the agreements. Mr. Yasinsky's
agreement includes an additional provision which requires that any amount which
may become payable under his severance agreement be offset by any amount which
may be paid under his employment agreement as a result of the termination of his
employment due to a change in control. The severance agreements renew annually
un-
14
<PAGE> 17
less terminated pursuant to provisions included therein.
ORGANIZATION & COMPENSATION COMMITTEE FUNCTION
The Committee advises and recommends to the Board of Directors the total
compensation of the Chairman of the Board, Chief Executive Officer and
President. In addition, the Committee, with the counsel of the Chief Executive
Officer, considers and establishes salary (base pay) and incentive bonuses for
the executive officers of the Company elected or appointed by the Board, other
than those named above, and the base pay and incentive bonuses of the principal
executives of the consolidated Company are subject to ratification by the
Committee. The Committee also administers the Company's long-term incentive and
deferred compensation plans and makes recommendations to the directors
concerning such plans. Further information regarding the functions of the
Organization & Compensation Committee appears on page 7.
ORGANIZATION & COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Organization & Compensation Committee ("Committee") of the Board is
composed entirely of nonemployee directors. Current Committee members are Mr.
Paul J. Phoenix, Committee Chairman, and Messrs. Charles A. Corry, William K.
Hall, Robert D. Kunisch and James R. Stover. All nonemployee directors
participate in decisions regarding the compensation of the Chairman and Chief
Executive Officer. Therefore, Robert K. Jaedicke, Paul X. Kelley, Diane E.
McGarry, James M. Osterhoff and R. Byron Pipes participate in decisions
regarding Mr. Yasinsky's compensation.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PHILOSOPHY
The Committee is responsible for establishing the Company's executive
compensation philosophy and the compensation of executives in accordance with
that philosophy in a manner designed to attract and retain qualified, motivated
executives and to closely align their financial interests with those of the
Company's shareholders.
EXECUTIVE COMPENSATION STRUCTURE
During fiscal 1995, executive compensation consisted of four components --
base pay, incentive bonus, options granted pursuant to the GenCorp Inc. 1993
Stock Option Plan and an opportunity to participate in the GenCorp Inc. Long
Term Incentive Program during the 1995-1997 performance period. No performance
payments were made under the Long Term Incentive Program during 1995.
ANNUAL CASH COMPENSATION
Annual Cash Compensation consists of two components: base pay and incentive
bonus. Each year the Organization & Compensation Committee reviews historical
information and current analyses from national executive compensation survey
data provided by Hewitt Associates Total Compensation Database, Management
Compensation Services Project 777, Towers Perrin Compensation Data Bank and
other sources. The data identified for comparative purposes is derived from
surveyed companies which are classified into industry segments similar to the
ones in which GenCorp operates and adjusted to reflect comparable sales. The
50th percentile of this external compensation data is used for comparative
purposes.
15
<PAGE> 18
BASE PAY
The level of base pay for the reported executives is generally targeted at the
50th percentile of competitive base pay. An analysis of competitive data
indicated that an increase in these levels was appropriate for fiscal 1995. At
its January 1995 meeting, the Organization & Compensation Committee reviewed the
recommendations of management and, with the concurrence of the nonemployee
directors with respect to Mr. Yasinsky, made base pay changes shown in the
Summary Compensation Table on page 9.
INCENTIVE BONUSES
Beginning with fiscal 1995, incentive bonuses are determined pursuant to the
Company's Executive Incentive Compensation Program which was adopted by the
Organization & Compensation Committee at its January 1995 meeting.
The primary purpose of this pay for performance program is to reward
executives for achievement of specific corporate objectives in four primary
areas of responsibility: Financial Results, Continuous Improvement, Special
Objectives and Leadership. Incentive bonus amounts are intended to vary in a
consistent and predictable manner with the financial performance of the Company
and its various business units and with the performance of the individual
executive.
Executives in positions which have significant scope, authority and
significant impact on the Company's performance may be considered for
participation. The named executive officers all participate in the program.
Annually financial objectives for each operating unit are derived from stretch
target goals established in the Annual Operating Plan (AOP). Continuous
Improvement objectives are derived from the AOP and a comparison to prior year
results. Special Objectives recognize activities that should be accomplished
during the period to achieve results which may be outside of the direct
measurements associated with Financial Results and Continuous Improvement.
Typically Special Objectives relate to projects which will impact the other
measures or strategic actions that will benefit the corporation over an extended
period. Leadership measurement is directly linked to the observable Behavioral
Expectations and leading beneficial change.
Each participating executive will have a maximum incentive opportunity
expressed as a percentage of base pay. Each of the four measurement categories:
Financial Results, Continuous Improvement, Special Objectives and Leadership
will also be assigned a percentage, and the four categories will total 100%.
This flexibility enables management to align the objectives for each executive
with the critical focus items for each year.
At the end of each year, management will prepare a written evaluation for each
executive for each of the performance categories and recommend to the Committee
a bonus commensurate with the performance achieved. The Financial Results
category will yield no bonus if the threshold ROAE target for the fiscal year
has not been achieved. In the Continuous Improvement category, no credit will be
given for any item which has results that are lower than the prior year's actual
achievement level.
These calculation guidelines, with appropriate discretionary adjustments, form
the basis for management's recommendations to the Organization & Compensation
Committee.
LONG TERM INCENTIVE PROGRAM
The Long Term Incentive Program has limited executive participation that
includes the named executive officers. The purpose of the program is to motivate
executives to achieve sustained improvement in predetermined performance
objectives over a three-year period. At the July 1995 meeting, upon
recommendation of the Organization & Compensation Committee, the nonemployee
direc-
16
<PAGE> 19
tors adopted Return on Assets Employed as the specific performance measure for
the consolidated Company and each business unit, and set threshold, target, and
maximum achievement levels to be attained for the three-year fiscal period
1995-1997. These performance targets were set by the nonemployee directors after
reviewing the strategic business plans of the Company. Potential earnings for
the reported executives range from 10% to 60% of average Annual Cash
Compensation. Additional data concerning the Program, including the percentages
of compensation payable upon attainment of performance goals, can be found in
the footnotes to the Long Term Incentive Plans -- Awards table on page 11.
STOCK OPTIONS
The Company's philosophy is to respond to the interests of shareholders in the
payment of executive compensation, and specifically, to link the interests of
executives to the interests of shareholders. Hence, stock options are an
important component of overall compensation.
Stock options were granted in September 1995 to the named executive officers
and fifteen additional executive officers of the Company. In determining the
appropriate size of the individual option grants to be recommended, the
Organization & Compensation Committee considered general management share
ownership statistics and competitive data regarding stock option grant
practices. The individual officer's position and ability to impact financial and
strategic performance were also considered in arriving at the size of the 1995
grants which are reported in the Option Grants table on page 10.
ORGANIZATION & COMPENSATION COMMITTEE
POLICY WITH REGARD TO DEDUCTIBILITY OF
EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code imposes limits on the
deductibility of certain compensation in excess of $1 million paid to the Chief
Executive Officer and other named executive officers of public companies.
Management is currently reviewing final regulations respecting requirements for
deductibility issued December 20, 1995 pursuant to Section 162(m), and will
advise the Committee concerning their impact upon the Company's compensation
programs, which contain both objective and discretionary elements. While the
Committee wishes to maximize deductibility of certain compensation, the
Committee does not believe that rigid compliance with these tax law requirements
is necessarily always consistent with sound executive compensation practices and
incentives intended to improve shareholder value. Consequently, the Committee
reserves the right, in its discretion, to make incentive payments which may not
qualify for deduction if an executive's compensation exceeds the $1 million
limit.
By: The Organization & Compensation Committee of the Board of Directors:
<TABLE>
<S> <C>
P. J. Phoenix, Chairman
C. A. Corry
W. K. Hall
R. D. Kunisch
J. R. Stover
</TABLE>
17
<PAGE> 20
CEO COMPENSATION
At its meeting on January 25, 1995, the Organization & Compensation Committee
reviewed Mr. Yasinsky's compensation history and comparable CEO annual cash
compensation data from the following executive compensation surveys: Hewitt
Associates Total Compensation Database, Management Compensation Services Project
777 and Towers Perrin Compensation Data Bank. The Committee also considered data
concerning historical executive compensation movement and trend projections.
Based on the foregoing information and the recognition that Mr. Yasinsky is
meeting expectations and providing effective strategic leadership, the Committee
recommended to the nonemployee directors that base pay for Mr. Yasinsky be
increased 7% to $600,000 for 1995.
At its September 7, 1995 meeting, the Committee reviewed and considered survey
data concerning CEO option awards published by Towers Perrin, Wyatt and the
Conference Board. The Committee also considered Mr. Yasinsky's compensation
history and prior option awards under the 1993 Stock Option Plan. After
consideration of competitive award data at the 50th percentile of base pay and
recognition that the 1995 grant would likely cover a two-year period, the
Committee recommended to the nonemployee directors that Mr. Yasinsky be granted
an option for 150,000 shares under the terms of the Plan. This award reflected
the Committee's satisfaction with the CEO's overall performance and their
recognition of his important future role in providing strategic leadership that
is focused on creation of shareholder value.
The incentive bonus for Mr. Yasinsky is determined after the close of the
fiscal year pursuant to the Executive Incentive Compensation program discussed
on page 16. CEO performance is evaluated in three categories: Financial Results
(stretch objectives for sales, profit margin, return on assets employed and cash
flow), Special Objectives (strategic related objectives intended to support
future growth and improve the Company's overall performance potential) and
Leadership Objectives (which evaluate performance in six categories... vision
and corporate priorities, culture, strategic leadership, guidance and direction,
communications and management development and succession planning). At its
January 31, 1996 meeting, the Committee considered management's written
evaluation regarding attainment of Corporate Financial Results, as well as Mr.
Yasinsky's performance relative to his Special and Leadership Objectives.
Overall the Committee is pleased with Mr. Yasinsky's progress with strategic
change that is focused on achieving operational excellence and sustained
shareholder value creating growth. Under Mr. Yasinsky's leadership net sales for
the Company were about 2% above 1994, despite a 12.5% decline in Aerospace and
Defense sales, and operating profit increased 5%, excluding unusual items and
accounting changes for both 1995 and 1994. On the same basis, net income for the
year improved 11% and return on assets employed increased from 8% to 8.7%. In
addition, year-end debt was reduced to $404 million, the lowest level in three
years. Progress was also evident in the areas of improved productivity and
economic value added, reduced quality costs and enhanced workplace safety. The
Committee is especially pleased with Mr. Yasinsky's leadership in quantifying
the Company's vision, establishing challenging standards for continuing
performance improvement, and his strategic plan to stimulate growth that creates
enhanced shareholder value, which is summarized by him in his Letter to
Shareholders in the 1995 Annual Report. After utilizing the specific formula and
18
<PAGE> 21
other terms of the Program, the Committee determined that it would recommend to
the nonemployee directors that Mr. Yasinsky receive an incentive bonus of
$425,000, and that pursuant to Mr. Yasinsky's request, that $125,000, or 29%,
after tax withholding, be paid in GenCorp Common Stock.
The foregoing recommendations were approved by the nonemployee directors.
By: The nonemployee members of the Board of Directors:
<TABLE>
<S> <C>
C. A. Corry D. E. McGarry
W. K. Hall J. M. Osterhoff
R. K. Jaedicke P. J. Phoenix
P. X. Kelley R. B. Pipes
R. D. Kunisch J. R. Stover
</TABLE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return,
assuming reinvestment of dividends, of the Company's Common Stock with the
cumulative total return, assuming reinvestment of dividends, of the Standard &
Poor's Diversified Industrials Index and the Standard & Poor's 500 Composite
Stock Price Index.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG GENCORP, S&P 500 INDEX, AND S&P DIVERSIFIED INDUSTRIALS INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P DIVERSI-
(FISCAL YEAR COVERED) GENCORP S&P 500 FIED INDS.
<S> <C> <C> <C>
1990 100 100 100
1991 183 120 119
1992 202 143 139
1993 275 157 167
1994 215 159 171
1995 256 217 251
</TABLE>
Chart depicts the value, on the November 30 of the specified year, of $100
invested on November 30, 1990 in GenCorp Common Stock, the S&P 500 Index, and
the S&P Diversified Industrials Index.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
GENCORP $100 $183 $202 $275 $215 $256
S&P 500 $100 $120 $143 $157 $159 $217
S&P DIVERSIFIED INDUSTRIALS $100 $119 $139 $167 $171 $251
</TABLE>
19
<PAGE> 22
APPOINTMENT OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, and subject to ratification by the
shareholders at the March 27, 1996 Annual Meeting, the Board of Directors has
appointed Ernst & Young LLP as independent auditors to examine the consolidated
financial statements of the Company for the fiscal year ending November 30,
1996.
If the Board's appointment is not ratified, or if Ernst & Young LLP declines
to act or becomes incapable of action, or if their employment is discontinued,
the Board will appoint other independent auditors whose continued employment
after the next Annual Meeting of Shareholders shall be subject to ratification
by the shareholders.
Ernst & Young representatives are expected to be present at the Annual
Meeting. They will have an opportunity to make a statement if they so desire,
and it is expected that they will respond to appropriate questions raised at the
meeting.
The persons named in the accompanying form of proxy intend to vote such
proxies to ratify the appointment of Ernst & Young LLP unless a contrary choice
is indicated.
The Board of Directors recommends a vote FOR ratification of the appointment
of independent auditors.
OTHER BUSINESS
The Board of Directors is not aware of any other matters which may come
before the meeting. However, if any other matters do properly come before the
meeting, it is the intention of the persons named in the accompanying form of
proxy, pursuant to discretionary authority conferred thereby, to vote the
proxy, in accordance with their best judgment on such matters.
GENERAL INFORMATION
SUBMISSION OF SHAREHOLDER PROPOSALS
If a holder of the Company's Common Stock wishes to present a proposal for
consideration at next year's Annual Meeting, any such proposal must be received
on or before October 17, 1996 at the Company's offices
located at 175 Ghent Road, Fairlawn,
OH 44333, Attention: Secretary.
SOLICITATION EXPENSE
The Company will bear the cost of solicitation of proxies. In addition to the
use of the mails, the Company may solicit proxies by personal interview,
telephone and telegraph. The Company will reimburse brokers and
other persons holding shares for others for their reasonable expenses in sending
soliciting material to their principals. The Company has also made arrangements
with Georgeson & Company Inc., New York, NY, to assist in the solicitation of
proxies for a fee of $8,000 plus reimbursement of normal expenses.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO VOTE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
By order of the Board of Directors,
EDWARD R. DYE, Secretary
February 14, 1996
20
<PAGE> 23
GENCORP INC.
175 GHENT ROAD -- FAIRLAWN, OHIO 44333
-------------------------------------
PROXY FOR HOLDERS OF COMMON STOCK SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
-------------------------------------
P The undersigned hereby appoints JOHN B. YASINSKY, D. MICHAEL
STEUERT and EDWARD R. DYE, and each of them, his proxy, with power
of substitution, to vote all shares of Common Stock of GenCorp Inc.
R which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held at the Akron West Hilton Inn, 3180 West
Market Street, Akron, Ohio 44333 on March 27, 1996, and any
O adjournments thereof, and appoints the proxyholders to vote as
directed below and in accordance with their judgment on matters
incident to the conduct of the meeting and any matters of other
X business referred to in Item 3:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
Y BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL NOMINEES IN
ITEM 1, FOR ITEM 2, AND IN ACCORDANCE WITH THE PROXYHOLDERS'
JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ANY
MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM 3. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 1999
ANNUAL MEETING.
<TABLE>
<S> <C>
FOR ALL nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
Charles A. Corry, William K. Hall, Robert K. Jaedicke and
Robert D. Kunisch
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
-------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE OTHER SIDE.)
2. TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young LLP
as the independent auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
3. Upon matters incident to the conduct of the meeting and such
other business as may properly come before the meeting or any
adjournments thereof.
Please sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, give full title as
such. If a corporation, sign in full corporate name by President or
other authorized officer. If a partnership, sign in partnership
name by authorized person.
[ARROW] PLEASE INDICATE ANY
CHANGE IN ADDRESS
P DATE:...................., 1996
R ...............................
Signature
O
...............................
X Signature if held jointly
Y PLEASE SPECIFY CHOICES, SIGN,
DATE AND RETURN IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
<PAGE> 24
CONFIDENTIAL VOTING INSTRUCTIONS
TO: MELLON BANK, N.A., TRUSTEE FOR THE GENCORP INC.
SAVINGS AND PROFIT SHARING PLANS
P I hereby authorize the Trustee to vote (or cause to be voted)
all shares of Common Stock of GenCorp Inc. which may be allocated
to my account in the GenCorp Stock Fund of the GenCorp Retirement
R Savings Plan and/or the GenCorp Profit Sharing Plan at the Annual
Meeting of Shareholders to be held at the Akron West Hilton Inn,
3180 West Market Street, Akron, Ohio 44333 on March 27, 1996, and
O at any adjournments thereof, and direct the Trustee to vote as
instructed below and in accordance with its judgment on matters
incident to the conduct of the meeting and any matters of other
X business referred to in Item 3:
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY)
Y
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
BY THE PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY
EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL
NOMINEES IN ITEM 1, FOR ITEM 2, AND IN ACCORDANCE WITH THE
TRUSTEE'S JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING AND ANY MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 1999
ANNUAL MEETING.
<TABLE>
<S> <C>
FOR ALL nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
Charles A. Corry, William K. Hall, Robert K. Jaedicke and
Robert D. Kunisch
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
-------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE OTHER SIDE.)
2. TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young LLP
as the independent auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
3. Upon matters incident to the conduct of the meeting and such
other business as may properly come before the meeting or any
adjournments thereof.
Please sign exactly as name appears below. YOUR SHARES MAY NOT
BE VOTED BY THE TRUSTEE UNLESS YOU SIGN AND RETURN THIS CARD SO
THAT IT WILL REACH THE TRUSTEE NOT LATER THAN MARCH 25, 1996.
P [ARROW] PLEASE INDICATE ANY
CHANGE IN ADDRESS
R
DATE:...................., 1996
O
...............................
X Signature
Y PLEASE SPECIFY CHOICES, SIGN,
DATE AND RETURN IN THE ENCLOSED
POSTAGE PAID ENVELOPE TO:
MELLON BANK, N.A.
C/O GENCORP INC.
<PAGE> 25
CONFIDENTIAL VOTING INSTRUCTIONS
TO: ROYAL TRUST CORPORATION OF CANADA, TRUSTEE FOR THE GENCORP
CANADA INC. SAVINGS PLAN
P I hereby authorize the Trustee to vote (or cause to be voted)
all shares of Common Stock of GenCorp Inc. which may be allocated
to my account in the GenCorp Stock Fund of the GenCorp Canada Inc.
R Savings Plan at the Annual Meeting of Shareholders to be held at
the Akron West Hilton Inn, 3180 West Market Street, Akron, Ohio
44333 on March 27, 1996, and at any adjournments thereof, and
O direct the Trustee to vote as instructed below and in accordance
with its judgment on matters incident to the conduct of the meeting
and any matters of other business referred to in Item 3:
X (THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY)
Y THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
BY THE PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY
EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL
NOMINEES IN ITEM 1, FOR ITEM 2, AND IN ACCORDANCE WITH THE
TRUSTEE'S JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING AND ANY MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 1999
ANNUAL MEETING.
<TABLE>
<S> <C>
FOR ALL nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
Charles A. Corry, William K. Hall, Robert K. Jaedicke and
Robert D. Kunisch
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
-------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE OTHER SIDE.)
2. TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young LLP
as the independent auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
3. Upon matters incident to the conduct of the meeting and such
other business as may properly come before the meeting or any
adjournments thereof.
Please sign exactly as name appears below. YOUR SHARES MAY NOT
BE VOTED BY THE TRUSTEE UNLESS YOU SIGN AND RETURN THIS CARD SO
THAT IT WILL REACH THE TRUSTEE NOT LATER THAN MARCH 25, 1996.
P [ARROW] PLEASE INDICATE ANY
CHANGE IN ADDRESS
R
DATE:...................., 1996
O
...............................
X Signature
Y PLEASE SPECIFY CHOICES, SIGN,
DATE AND RETURN IN THE ENCLOSED
ENVELOPE.
<PAGE> 26
CONFIDENTIAL VOTING INSTRUCTIONS
TO: THE TRUSTEE FOR THE GENCORP INC.
STOCK INCENTIVE COMPENSATION PLAN
P I hereby authorize the Trustee to vote (or cause to be voted)
all shares of Common Stock of GenCorp Inc. which may be allocated
to my account in the GenCorp Stock Incentive Compensation Plan
R Trust at the Annual Meeting of Shareholders to be held at the Akron
West Hilton Inn, 3180 West Market Street, Akron, Ohio 44333 on
March 27, 1996, and at any adjournments thereof, and direct the
O Trustee to vote as instructed below and in accordance with its
judgment on matters incident to the conduct of the meeting and any
matters of other business referred to in Item 3:
X (THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY)
Y THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
BY THE PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY
EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL
NOMINEES IN ITEM 1, FOR ITEM 2, AND IN ACCORDANCE WITH THE
TRUSTEE'S JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING AND ANY MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 1999
ANNUAL MEETING.
<TABLE>
<S> <C>
FOR ALL nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
Charles A. Corry, William K. Hall, Robert K. Jaedicke and
Robert D. Kunisch
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
-------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE OTHER SIDE.)
2. TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young LLP
as the independent auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
3. Upon matters incident to the conduct of the meeting and such
other business as may properly come before the meeting or any
adjournments thereof.
Please sign exactly as name appears below. YOUR SHARES MAY NOT
BE VOTED BY THE TRUSTEE UNLESS YOU SIGN AND RETURN THIS CARD SO
THAT IT WILL REACH THE TRUSTEE NOT LATER THAN MARCH 25, 1996.
P [ARROW] PLEASE INDICATE ANY
CHANGE IN ADDRESS
R
DATE:...................., 1996
O
...............................
X Signature
Y PLEASE SPECIFY CHOICES, SIGN,
DATE AND RETURN IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
