<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 /X/
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
GREAT LAKES CHEMICAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
GREAT LAKES CHEMICAL CORPORATION
- --------------------------------------------------------------------------------
(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
GREAT LAKES CHEMICAL CORPORATION
WEST LAFAYETTE, INDIANA
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GREAT
LAKES CHEMICAL CORPORATION (the "Company") will be held at the University Place
Executive Conference Center and Hotel, 850 W. Michigan, Indianapolis, Indiana,
on Thursday, May 5, 1994, at 11:00 A.M. for the following purposes:
1. To elect three directors to serve until the 1997 Annual Meeting;
2. To act upon two shareholder proposals which are set forth in the
attached proxy; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed March 7, 1994, as the date of record for
the meeting, and only stockholders of record at the close of business on such
date shall be entitled to vote at the meeting or any adjournment thereof.
A proxy statement, form of proxy and a copy of the annual report of the
Company for the year 1993 are enclosed herewith.
By Order of the Board of Directors,
RICHARD R. FERGUSON
Secretary
March 29, 1994
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO MARK, SIGN, AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PAID BUSINESS REPLY ENVELOPE, WHETHER OR NOT
YOU EXPECT TO ATTEND THE ANNUAL MEETING.
<PAGE> 3
GREAT LAKES CHEMICAL CORPORATION
ONE GREAT LAKES BOULEVARD, P.O. BOX 2200, WEST LAFAYETTE, INDIANA 47906
------------------------
PROXY STATEMENT
MARCH 29, 1994
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 1994
------------------------
The enclosed proxy is solicited on behalf of the Board of Directors of
Great Lakes Chemical Corporation (the "Company"). It is for use only at the
Annual Meeting of the Stockholders to be held on May 5, 1994, and at any
adjournment thereof.
Any shareholder executing a proxy retains the right to revoke it at any
time prior to exercise at the Annual Meeting. A proxy may be revoked by delivery
of written notice of revocation to the Secretary of the Company, by execution
and delivery of a later proxy or by voting the shares in person at the Annual
Meeting. If not revoked, all shares represented by properly executed proxies
will be voted as specified therein.
As of March 7, 1994, the record date of the meeting, 71,328,160 shares of
common stock of the Company were outstanding, and each share is entitled to one
vote. Only stockholders of record at the close of business on that date will be
entitled to vote at the meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether or
not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
approval of any matter submitted to the shareholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the number of
directors shall be not less than three nor more than eleven, and shall be
divided into three classes of equal size (to the extent possible), with one
class to be elected each year, in rotation, for a term of three years. Under the
current By-laws, the Board of Directors is composed of six members, divided into
one class of one member, one class of two members, and one class of three
members. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the three nominees, Martin M. Hale, Emerson Kampen and
Richard H. Leet, for three-year terms expiring in 1997 and until their
successors are duly elected and qualified. The nominees are presently Company
directors whose terms expire in 1994. Although the nominees are not expected to
decline or to be unable to serve as directors, in each such event the proxies
will be voted by the proxy holders for such other person as may be designated by
the present Board of Directors.
The following presentation sets forth certain information, as of March 1,
1994, about the nominees for election to the Board of Directors, and for the
other members of the Board whose terms expire in subsequent years. None of the
business organizations, other than Great Lakes Chemical Corporation, with which
the named individuals maintain their principal occupation or employment is a
parent, subsidiary or affiliate of the Company.
1
<PAGE> 4
NOMINEES TO SERVE UNTIL THE 1997 ANNUAL MEETING
MARTIN M. HALE (1), (3)
Mr. Hale, 53, is Executive Vice President and Director of Hellman Jordan
Management Company Inc., a wholly-owned subsidiary of United Asset Management
Company. Prior to 1983, he was President and Chief Executive Officer of Marsh &
McLennan Asset Management Company. He also serves as a Director of the
Conservation Association, and is a Governor of the School of The Museum of Fine
Arts, Boston.
EMERSON KAMPEN (2), (3), (4)
Dr. Kampen, 65, Chairman, President and Chief Executive Officer of the
Company, began his career with Great Lakes in 1951 as a chemical engineer, and
has successively served as Plant Manager, Vice President for Production and
Marketing, Senior Vice President and Executive Vice President. Dr. Kampen was
appointed President in 1972, Chief Executive Officer in 1977, and Chairman in
1988. He is a director of Huntsman Chemical Corporation; Inland Steel
Industries, Inc.; Lafayette Life Insurance Company; NBD Bank, N.A.; and PSI
Resources, Inc. He also is a Trustee of Purdue University and director and
executive committee member of several trade associations related to the chemical
industry.
RICHARD H. LEET
Dr. Leet, 67, retired as Vice Chairman and Director of Amoco Corporation in
1991 following a lifelong career with Amoco which included service as President
of Amoco Chemicals Company. Dr. Leet serves as a Director of Illinois Tool
Works, Landauer, Inc.; and Vulcan Materials Company; as Vice Chairman of the
Foundation Board of The Ohio State University; and as a Trustee of Brenau
University, Gainesville, Georgia. He is also currently a member of the Executive
Board of the National Council of The Boy Scouts of America which he led as
President in 1990-1992. Previously he served as Chairman of the Board of both
The Industrial Health Council and The YMCA of Metropolitan Chicago. Dr. Leet was
named a Director of the Company in March 1994 to fill the vacancy created by the
accidental death of Herschel H. Friday.
DIRECTORS SERVING UNTIL THE 1995 ANNUAL MEETING
WILLIAM H. CONGLETON (1), (4)
Mr. Congleton, 72, is a General Partner of Palmer Partners L.P., a private
investment partnership. Mr. Congleton also serves as a Director of Datamedia
Corporation, and Kendall Square Research Corporation; as a Trustee of the Lahey
Medical Foundation, and as an overseer of both the Boston Symphony Orchestra and
the New England Conservatory of Music.
JOHN S. DAY (1), (2), (3), (5)
Dr. Day, 76, is Vice President Emeritus of Purdue University, having
previously been the Herman C. Krannert Professor of Management. Until 1983, he
served as Vice President for Development of Purdue University and until 1979,
served as Dean of the Krannert School of Management at Purdue University.
DIRECTOR TO SERVE UNTIL THE 1996 ANNUAL MEETING
LEO H. JOHNSTONE(1), (2), (3), (5)
Mr. Johnstone, 76, retired from Phillips Petroleum Company in 1982,
following a life-long career with Phillips which began in 1940 as a petroleum
engineer and culminated as Vice Chairman. Mr. Johnstone is a Director of City
Bank and Trust in Oklahoma City, a former trustee of the Frank Phillips
Foundation, and a former member of the Council of Delaware Tribe of Indians, as
well as being active in civic affairs.
2
<PAGE> 5
- -------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Executive Committee
(4) Member of the Finance Committee
(5) Member of the Stock Option Committee
DIRECTORS' COMPENSATION
All directors receive an annual retainer of $21,000. An additional annual
retainer of $2,500 is paid for service on one or more committees. All directors
except Dr. Kampen receive $1,000 per day for attendance at meetings of the Board
of Directors, and receive $1,000 per day for special assignments. The Company
provides each non-employee director with a term life insurance policy of
$50,000. In addition, each non-employee director who serves on the Board for a
minimum of five years is eligible for retirement benefits, with payments
beginning at the later of age 70 or the director's retirement from the Board.
Annual retirement benefits are equal to the amount of the annual retainer in
effect at the time of retirement and are payable for the life of the director
pro-rated based on length of service.
DIRECTOR MEETINGS AND COMMITTEES
The Company has Audit, Compensation, Executive, Finance, and Stock Option
Committees, the members of which are as shown in the preceding presentation. The
Company does not have a Nominating Committee. During 1993, the Board of
Directors met eight times. Average attendance by directors at Board and
Committee meetings was over 91 percent. Every director except Dr. Kampen
attended at least 94 percent of the aggregate number of Board and Committee
meetings. Dr. Kampen, while contending with ill health, attended 65 percent of
all Board and Committee meetings.
The Audit Committee, which met once during 1993, reviews the adequacy of
internal controls and the work of the independent and internal auditors,
consults with the independent auditors concerning the audit report and the
related management letter, and makes recommendations to the Board of Directors
concerning the selection of independent auditors.
The Compensation Committee, which met four times during 1993, makes
recommendations to the Board with respect to executive compensation for the
Company.
The Executive Committee, which met six times during 1993, is empowered to
act for the Board, with certain restrictions, in the management and affairs of
the Company.
The Finance Committee, which met once during 1993, includes officers
Jeffares and Ferguson in addition to the Board members indicated above, and
reviews the financial affairs of the Company and makes recommendations for
action to the Board.
The Stock Option Committee, which met five times during 1993, administers
the Company's Employee Stock Option Plans.
3
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to all
shareholders known to the Company to have been beneficial owners of more than
five percent of its Common Stock, and information with respect to the Company's
Common Stock beneficially owned by directors of the Company, the executive
officers of the Company included in the Summary Compensation Table set forth
under the caption "Executive Compensation" below who were employed by the
Company as of such date, and all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP (1)(2)(3)(4) OUTSTANDING
- ----------------------------------------------------------- ---------------------- ------------
<S> <C> <C>
State Farm Mutual Automobile Insurance Company
and Related Entities(5)
One State Farm Plaza
Bloomington, Illinois 61710.............................. 5,503,600 7.7%
Emerson Kampen(6).......................................... 1,106,076 1.6%
Robert T. Jeffares(7)...................................... 140,115 *
Robert B. McDonald......................................... 70,031 *
David A. Hall(8)........................................... 31,390 *
Robert L. Hollier(9)....................................... 72,957 *
William H. Congleton(10)................................... 16,000 *
John S. Day................................................ 4,000 *
Herschel H. Friday......................................... 5,000 *
Martin M. Hale(11)......................................... 223,447 *
Leo H. Johnstone(12)....................................... 14,000 *
Richard H. Leet............................................ 0 *
Directors and Executive Officers as a group................ 1,929,741 2.7%
</TABLE>
- -------------------------
* Less than 1%.
(1) Information concerning persons known to the Company to be beneficial owners
of more than 5 percent of its common stock is based upon the most recently
available reports furnished by the persons on Schedule 13G filed with the
Securities and Exchange Commission.
(2) Information concerning ownership of Common Stock by directors of the
Company, named executives, and Directors and Executive Officers as a group
are as of March 1, 1994.
(3) Unless otherwise indicated, beneficial ownership is direct and the person
indicated has sole voting and investment power.
(4) Ownership by executive officers includes shares of stock options
exercisable within 60 days as disclosed in the table on options exercised
and value of options at end of fiscal year which follows.
(5) Each of the following State Farm entities has reported sole voting power
and sole disposition power. They also expressly disclaim "beneficial
ownership" as to all shares as to which each has no right to receive the
proceeds of sale of the security and disclaims that it is part of a group.
State Farm Mutual Automobile Insurance Company reported 3,484,800 shares;
State Farm Investment Management Corporation has 926,800 shares; and State
Farm Employees Incentive and Thrift Plan has reported 1,092,000 shares.
State Farm Investment Management Corporation is a wholly-owned subsidiary
of State Farm Fire and Casualty Company, which in turn is a wholly-owned
subsidiary of State Farm Mutual Automobile Insurance Company.
(6) Includes 1,900 shares held indirectly by Dr. Kampen through spousal
ownership.
(7) Includes 153 shares held indirectly by Mr. Jeffares in the Company's 401(k)
Plan.
4
<PAGE> 7
(8) Includes 898 shares held by Mr. Hall's minor children in Universal Gifts to
Minors Trust in which Mr. Hall disclaims any beneficial ownership, and 816
shares held indirectly through the Company's 401(k) Plan.
(9) Includes 514 shares held indirectly by Mr. Hollier through the Company's
401(k) Plan.
(10) Includes 4,400 shares held indirectly by Mr. Congleton through a trust for
Mr. Congleton's grandchildren. Mr. Congleton disclaims beneficial ownership
of these shares.
(11) Includes 198,940 shares held as co-trustee. Mr. Hale disclaims beneficial
ownership of these shares.
(12) Includes 14,000 shares held indirectly by Mr. Johnstone as co-trustee.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and each of the Company's four other most highly compensated
executive officers ("Named Officers").
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
-------------------------- UNDERLYING ALL OTHER
SALARY BONUS OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) SARS(#)(2) ($)(3)(4)(5)
- ------------------------------------------- ---- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Emerson Kampen,............................ 1993 865,558 500,000 70,000 2,358
Chairman, President, and Chief Executive 1992 768,654 475,000 60,000 4,364
Officer 1991 650,230 400,000 100,000 --
Robert T. Jeffares,........................ 1993 261,115 105,000 10,000 2,358
Sr. Vice President and Chief Financial 1992 231,231 80,000 9,000 3,562
Officer 1991 201,154 75,000 16,000 --
Robert B. McDonald,........................ 1993 253,031 95,000 7,000 2,358
Sr. Vice President 1992 238,173 70,000 8,000 3,562
1991 203,942 70,000 16,000 --
David A. Hall.............................. 1993 217,615 90,000 8,000 2,358
Vice President 1992 194,654 70,000 8,000 3,016
1991 156,808 65,000 14,000 --
Robert L. Hollier.......................... 1993 223,517 60,000 7,000 18,135
Vice President 1992 205,000 55,000 7,000 6,141
1991 169,583 50,000 12,000 --
</TABLE>
- -------------------------
(1) Includes fees of $23,250, $21,875 and $19,625 paid to Emerson Kampen in
1993, 1992, and 1991, respectively, for his service as Chairman of the
Board of Directors of the Company.
(2) Options to acquire shares of common stock.
(3) Comprised of employer matching contributions on behalf of Messrs. Kampen,
Jeffares, McDonald and Hall under the Company's 401(k) savings plan.
(4) Comprised of employer matching contributions on behalf of Mr. Hollier in the
amount of $2,358 for 1993 and $2,600 for 1992 under the Company's 401(k)
savings plan. As an employee of OSCA, a wholly-owned subsidiary, Mr.
Hollier does not participate in the Great Lakes Chemical Pension Plan. OSCA
employees participate in a defined contribution plan. OSCA contributed
$15,776 and $3,541 to this plan on behalf of Mr. Hollier in 1993 and 1992.
(5) Disclosure of all other compensation is not required for 1991.
5
<PAGE> 8
Note: The only type of Other Annual Compensation for each of the named officers
was in the form of perquisites and was less than the level required for
reporting for the years 1991 through 1993. No restricted stock awards or LTIP
payouts were made during the years 1991 through 1993.
STOCK OPTION PLAN
The Company has two stock option plans which provide for grants of options
to key employees. Plan provisions allow grants of incentive stock options,
non-qualified stock options or other stock-based awards, limited to terms not
exceeding ten years, at an option price which is not less than the market value
of the Company's shares on the date of grant.
OPTION GRANTS DURING 1993 FISCAL YEAR
The following table provides information related to options granted to the
named executive officers during the year 1993:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(2) 1993 PRICE($/SH)(3) DATE 5%($) 10%($)
- ---------------------------- ------------ ------------ -------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Emerson Kampen.............. 70,000 30.8% $ 78.250 3/07/03 $3,450,825 $8,709,225
Robert T. Jeffares.......... 10,000 4.4% $ 78.250 3/07/03 $ 492,975 $1,244,175
Robert B. McDonald.......... 7,000 3.1% $ 78.250 3/07/03 $ 345,083 $ 870,923
David A. Hall............... 8,000 3.5% $ 78.250 3/07/03 $ 394,380 $ 995,340
Robert L. Hollier........... 7,000 3.1% $ 78.250 3/07/03 $ 345,083 $ 870,923
Increase in Market Value to
Common Shareholders(4).... $3.5 Billion $8.9 Billion
</TABLE>
- -------------------------
(1) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options.
(2) All options granted in 1993 are exercisable in cumulative 33 percent
installments commencing no less than one year from date of grant, with full
vesting occurring on the third anniversary date or retirement of an employee
over 63 years of age. Each named Executive Officer received only a single
grant in 1993. For additional information regarding options, see "Employment
and Change-of-Control Agreements".
(3) The option exercise price may be paid in shares of Common Stock owned by the
executive officer, in cash, or a combination of the foregoing.
(4) Calculated by using a common stock price of $78.25 and the average shares
outstanding for 1993, assuming 5 percent and 10 percent compounded growth
rates. Increase in market value to common shareholders is shown for
comparative purposes only and is not a prediction of future stock
performance.
6
<PAGE> 9
OPTION EXERCISES IN FISCAL YEAR 1993 AND VALUE OF OPTIONS AT DECEMBER 31, 1993
The following table provides information related to options exercised by
the named executive officers during the 1993 fiscal year and the number and
value of options held at the fiscal year-end. The Company does not have any
stock appreciation rights.
OPTION EXERCISES IN FISCAL YEAR 1993 AND VALUE OF OPTIONS AT END OF FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE
OPTIONS AT MONEY OPTIONS AT
SHARES DECEMBER 31, 1993 (#) DECEMBER 31, 1993 ($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Emerson Kampen....... 1,200 84,675 427,600 110,000 21,889,904 930,047
Robert T. Jeffares... 16,000 1,105,563 101,000 16,000 5,492,743 139,507
Robert B. McDonald... 22,840 1,355,909 44,627 12,333 2,038,589 124,006
David A. Hall........ -- -- 22,103 13,333 845,273 124,006
Robert L. Hollier.... -- -- 56,334 11,666 2,911,870 108,505
</TABLE>
- -------------------------
(1) Value based on market value of the Company's stock at date of exercise or
end of fiscal year minus the exercise price multiplied by the number of
shares to which the exercise relates.
PENSION PLAN
The Company has a noncontributory defined benefit pension plan covering
substantially all employees in the U.S. The Company also has Supplemental
Retirement Plans ("SERP") for certain named officers. These plans which are
non-qualified, provide for benefits which, except for the application of the
limits of Section 415 and Section 401(a) 17 of the Internal Revenue Code, would
have been payable under the pension plan, and gives an executive who joined the
Company late in his career approximately the same retirement benefits he would
have received had he been with the Company 35 years at the time of his
retirement. Payments under the SERP plans will be paid by the Company out of its
general assets. The table below shows the estimated annual straight life annuity
benefits payable to participants of both the defined benefit plan and SERP upon
retirement at age 65. The benefits indicated in the table reflect a reduction
for Social Security benefits, as provided in the plan benefit formula.
The following table shows the estimated annual benefits payable upon normal
retirement under the pension plan as augmented by SERP.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
HIGHEST CONSECUTIVE NUMBER OF YEARS OF SERVICE
FIVE-YEAR AVERAGE --------------------------
ANNUAL COMPENSATION 15 20 25 30 35 40
- -------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000...................... $ 47,130 $ 62,839 $ 78,549 $ 94,259 $109,969 $125,679
300,000...................... 71,880 95,839 119,799 143,759 167,719 191,679
400,000...................... 96,630 128,839 161,049 193,259 225,469 257,679
500,000...................... 121,380 161,839 202,299 242,759 283,219 323,679
600,000...................... 146,130 194,839 243,549 292,259 340,969 389,679
700,000...................... 170,880 227,839 284,799 341,759 398,719 455,679
800,000...................... 195,630 260,839 326,049 391,259 456,469 521,679
900,000...................... 220,380 293,839 367,299 440,759 514,219 587,679
1,000,000...................... 245,130 326,839 408,549 490,259 571,969 653,679
1,100,000...................... 269,880 359,839 449,799 539,759 629,719 719,679
</TABLE>
Annual compensation covered by the plan is defined to be gross pay, which
is essentially identical to the total compensation amounts reported for the five
named individuals as shown in the compensation table above. Credited years of
service under the plan as of December 31, 1993, were: Dr. Kampen, 42; Mr.
McDonald, 25; Mr. Jeffares, 10; Mr. Hall, 10. Mr. Hollier is not a participant
in the Company Pension Plan.
7
<PAGE> 10
SAVINGS PLAN
Substantially all U.S. employees of the Company are eligible to
participate, after one year of employment, in the Savings Plan maintained by the
Company. Employees may elect to contribute up to fifteen percent of their pay
into the Plan, subject to certain limits prescribed by Section 401(k) of the
Internal Revenue Code. The Company makes a matching contribution of $.25 for
each dollar of an employee's contribution of the first two percent of pay. An
additional matching contribution of $.25 for each dollar that an employee
contributes on the next two percent of pay is made if the Company's after-tax
profits for the year exceed 130 percent of the annual average after-tax profits
for the two preceding years.
Employees determine how their salary deferrals and matching contributions
are invested by selecting from six investment alternatives, including the
Company's stock. All deferrals and contributions are placed in individual
accounts and held in trust.
EMPLOYMENT AND CHANGE-IN-CONTROL AGREEMENTS
The Company recognizes that establishing and maintaining a strong
management team is essential to protecting and enhancing the interests of the
Company and its stockholders. In order to assure management stability and the
continuity of key management personnel, the Company has entered into agreements
with each of the named individuals in the Summary Compensation Table and with
other executive officers of the Company. The material terms and conditions of
these agreements provide that if, following a Change-in-Control of the Company,
the Company or a successor terminates the employment of any covered executive
officer other than for cause or disability, or any such executive officer
terminates his employment with the Company for Good Reason, then such executive
officer will, with certain limitations, receive a payment equal to three times
the sum of his then annual salary and the highest annual bonus paid or awarded
to him in the year in which such termination occurs or either of the two full
calendar years immediately preceding the year of termination. In addition, all
stock options issued to such executive officer will become immediately
exercisable. The Company will also continue the participation of such executive
officer in the Company's or a successor's life, disability, health and other
benefit plans (or provide equivalent benefits) for a maximum period of three
years after termination. These agreements may be terminated by the Company at
any time except in the event there is a Change-in-Control of the Company.
8
<PAGE> 11
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committees recognize that the Company's
future success is dependent on retaining key executives who have contributed to
the Company's past success and attracting new highly-qualified executives. We
believe that the Company's current key executives are committed to maximizing
shareholder value through the development, production and sale of high quality
products at competitive prices to meet the needs of our diverse customer base
and global markets. Total compensation consists of three components: base
compensation; annual incentive compensation in the form of cash bonuses; and
long-term incentive compensation in the form of stock options.
The Compensation Committee reviews the base compensation of the Executive
Officers. When determining base salaries, the Committee references compensation
surveys of similarly-sized industrial and specialty chemical companies. The
specialty chemical compensation surveys are prepared by our consultants using
information available to them and would include largely the same companies
included in the following performance graph. The Compensation Committee
generally sets base salaries at a level somewhat above the mid-point of these
surveys.
The annual incentive compensation in the form of cash bonuses is based on
both company and individual performance. In determining company performance, the
Committee considers such measures as return on equity, earnings per share
growth, and stock value. The Committee uses judgment in considering how each
individual's performance contributed to the success of the Company and does not
use a predetermined formula in determining the amount of any individual bonus
grant.
Long-term incentive is provided through the granting of stock options. The
objective of these awards is to align the interests of key employees with
shareholders' interest. Stock option grant awards to the Executive Officers of
the Company are based on individual performance, position, and the aggregate
size of the awards. Since options are only granted at the market value at the
time of grant, the Committee believes that the ultimate value of stock options
is closely linked to the Company's long-term performance in that the awards will
only result in value to the executive if the price of the Company's stock
appreciates. The Committee does not take into consideration options already
outstanding in determining the number of stock options granted.
Dr. Kampen's compensation may best exemplify the performance-oriented
aspect of the Company's compensation policy. Dr. Kampen was named CEO in 1977.
As shown on the enclosed performance graph, the value of $100 invested in
Company stock on December 31, 1988, increased to $530 by December 31, 1993. This
compares to $197 and $200 for similar investments in the S&P 500 Composite and
the S&P Specialty Chemical Index. On May 1, 1993, Dr. Kampen's base compensation
was raised by 12.9 percent to $875,000. Dr. Kampen's bonus was also increased to
$475,000 for 1992 performance from $400,000 for 1991 performance. Dr. Kampen was
also granted a stock option for 70,000 shares at an option price of $78.25.
These compensation levels were based on a comparison of the Company's results in
1992 versus 1991. During this period, net income as a percent of stockholders'
average equity increased 24 percent to 23.8 percent in 1992 from 19.2 percent in
1991. On March 1, 1994, Dr. Kampen was granted a $500,000 bonus for 1993
performance. During 1993 net income as a percent of stockholders' average equity
was 23 percent and net income per share increased from $3.27 to $3.82. The
Company's stock price increased 21 percent during the same period. Dr. Kampen's
leadership in providing a firm foundation for the future through internal growth
and acquisitions was also considered in determining the above compensation. As
explained above, discretion is used in determining his compensation, incentive
bonus, and stock option grants. We believe that Dr. Kampen's total compensation
is competitive with compensation paid for comparable positions at similarly-
sized industrial and specialty chemical companies and merited by his and the
Company's performance.
The Committee has also considered the effect the Revenue Reconciliation Act
of 1993 had on executive compensation. The Committee does not believe that in
1994 any of the Company's officers will have covered compensation significantly
in excess of $1 million dollars. The Committee will continue to review the
Company's compensation program to see what changes may be required to qualify
executive compensation for income tax deductibility in future years.
9
<PAGE> 12
The Stock Option Committee is composed of two members, neither of whom is
or has been an employee of the Company. This report is submitted by the members
of the Compensation and Stock Option Committees.
<TABLE>
<CAPTION>
Compensation Committee Stock Option Committee
-------------------------------------- --------------------------------------
<S> <C>
John S. Day John S. Day
Leo H. Johnstone Leo H. Johnstone
Emerson Kampen
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of three members including Dr.
Kampen who is not present when matters concerning his compensation are
discussed. Mr. Hale is Executive Vice President of Hellman Jordan Management
Company, Inc., a wholly-owned subsidiary of United Asset Management Company
(Hellman). The Company uses several companies including Hellman to manage its
pension assets. Hellman received $68,000 in fees for its services during 1993.
The amount of fees paid to Hellman were well below five percent of its revenues.
10
<PAGE> 13
STOCK PRICE PERFORMANCE GRAPH
The graph below compares the cumulative total return to shareholders on the
common stock of the Company for the last five years to the cumulative total
return on the S&P 500 Composite and S&P Specialty Chemical Indices over the same
period.
GREAT LAKES CHEMICAL CORPORATION VS. S&P EQUITY INDICES
TOTAL RETURN TO SHAREHOLDERS OVER FIVE YEARS
<TABLE>
<CAPTION>
S&P SPE-
S&P 500 CIALTY GREAT LAKES
MEASUREMENT PERIOD COMPOSITE CHEMICAL CHEMICAL CO
(FISCAL YEAR COVERED) INDEX INDEX RPORATION
<S> <C> <C> <C>
12/88 100.00 100.00 100.00
12/89 131.69 121.79 163.88
12/90 127.60 117.03 222.86
12/91 166.47 165.22 402.24
12/92 179.15 175.03 489.43
12/93 197.21 199.57 529.95
</TABLE>
11
<PAGE> 14
SECTION 16(A) REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange. Such persons
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
The Company believes that during the fiscal year ended December 31, 1993,
the Company's officers and directors complied with all Section 16(a) filing
requirements.
INFORMATION RESPECTING THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS
The principal independent public accountants of the Company, selected by
the Board of Directors for 1994, are Ernst & Young, Indianapolis, Indiana.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting of Stockholders, and will have the opportunity to make a statement if
they should desire to do so. They are also expected to be available to respond
to appropriate questions.
PROPOSAL TWO: STOCKHOLDER PROPOSAL ON THE CERES PRINCIPLES
One shareholder has given notice that she will introduce a proposal and
supporting statements (the "Proposal") for action at the Annual Meeting. The
name and address of the stockholder submitting the Proposal, as well as the
number of shares held by such stockholder, will be furnished by the Company,
either orally or in writing as requested, promptly upon receipt of any oral or
written request. The Proposal as submitted reads as follows:
WHEREAS WE BELIEVE:
The responsible implementation of sound environmental policy increases
long-term shareholder value by increasing efficiency, decreasing clean-up costs,
reducing litigation, and enhancing public image and product attractiveness;
Adherence to public standards for environmental performance gives a company
greater public credibility than is achieved by following standards created by
industry alone. In order to maximize public credibility and usefulness, such
standards also need to reflect what investors and other stakeholders want to
know about the environmental records of their companies;
Standardized environmental reports will provide shareholders with useful
information which allows comparisons of performance against uniform standards
and comparisons of progress over time. Companies can also attract new capital
from investors seeking investments that are environmentally responsible,
responsive, progressive, and which minimize the risk of environmental liability.
AND WHEREAS:
The Coalition for Environmentally Responsible Economies (CERES) -- which
comprises large institutional investors with $150 billion in stockholdings
(including shareholders of this Company), public interest representatives, and
environmental experts -- consulted with dozens of corporations and produced
comprehensive public standards for both environmental performance and reporting.
Over 50 companies have endorsed the CERES Principles -- including the Sun
Company, a Fortune-500 company -- to demonstrate their commitment to public
environmental accountability.
In endorsing the CERES Principles, a company commits to work toward:
1. Protection of the biosphere
2. Sustainable use of natural resources
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<PAGE> 15
3. Waste reduction & disposal
4. Energy conservation
5. Risk reduction
6. Safe products and services
7. Environmental restoration
8. Informing the public
9. Management commitment
10. Audits and reports
The full text of the CERES Principles and the accompanying CERES Report
Form are available from CERES, 711 Atlantic Avenue, Boston MA 02110, tel:
617/451-0927.
Concerned investors are asking the Company to be publicly accountable for
its environmental impact, including collaboration with this corporate,
environmental, investor, and community coalition to develop (a) standards for
environmental performance and disclosure; (b) appropriate goals relative to
these standards; (c) evaluation methods and tools for measurement of progress
toward these goals; and (d) a format for public reporting of this progress.
We believe this request is consistent with regulation adopted by the
European Community for companies' voluntary participation in verified and
publicly-reported eco-management and auditing.
RESOLVED: Shareholders request the Company to endorse the CERES Principles
as a commitment to be publicly accountable for its environmental impact.
SUPPORTING STATEMENT
We invite the Company to endorse the CERES Principles by (1) stating its
endorsement in a letter signed by a senior officer; (2) committing to implement
the Principles; and (3) annually completing the CERES Report. Endorsing these
Principles complements rather than supplants internal corporate environmental
policies and procedures.
We believe that without this public scrutiny, corporate environmental
policies and reports lack the critical component of adherence to standards set
not only by management but also by other stakeholders. Shareholders are asked to
support this resolution, to encourage our Company to demonstrate environmental
leadership and accountability for its environmental impact.
POSITION OF THE BOARD OF DIRECTORS
THE BOARD RECOMMENDS THAT YOU VOTE "AGAINST" THIS PROPOSAL.
The Company has adopted the guiding principles and codes of conduct
developed by the Chemical Manufacturers Association (CMA) known as Responsible
Care. The Responsible Care initiative has developed stringent guiding principles
and codes of conduct designed specifically for the chemical industry. The
initiative calls for meeting baseline commitments in health, safety and
environmental matters and continuing progress in all criteria covered by the
code.
The Great Lakes Chemical Corporation Board believes that its scrutiny of
the environmental activities of the Company, the responsibilities charged to,
and carried out by, the Senior Vice President and Corporate Director of
Environmental Affairs and the Company's participation in the Responsible Care
program of the CMA provide a more specific and focused approach to achieving
environmental compliance and enhancing environmental accountability than the
process proposed by CERES. The Board does not believe that a standardized
environmental report can meaningfully compare companies with differing
operations and environmental situations. Accordingly, we recommend a vote
against the proposed resolution.
13
<PAGE> 16
PROPOSAL THREE: STOCKHOLDER PROPOSAL ON METHYL BROMIDE PRODUCTION
Five shareholders have given notice that they will introduce a proposal and
supporting statements (the "Proposal") for action at the Annual Meeting. The
name and address of the stockholders submitting the Proposal, as well as the
number of shares held by such stockholders, will be furnished by the Company,
either orally or in writing as requested, promptly upon receipt of any oral or
written request. The Proposal as submitted reads as follows:
ELIMINATING METHYL BROMIDE PRODUCTION
WHEREAS, The International scientific community has determined that the
toxic chemical methyl bromide is a member of a group of chemicals that are
destroying the Earth's protective ozone layer at an alarming rate;
WHEREAS, The Montreal Protocol Ozone-Depleting Substances, the
international ozone protection treaty, lists methyl bromide in Annex E of the
Protocol with an ozone depletion potential of 0.7 of the benchmark CFC-11;
WHEREAS, Under the Clean Air Act Amendments of 1990, all chemicals with an
ozone depletion potential of greater than 0.2 are to be listed as class I
substances, and as such, must cease manufacture by 2000 or no later than seven
years after its listing as a class I substance;
WHEREAS, In February 1992, under the authority of the Clean Air Act
Amendments of 1990, President Bush accelerated the phaseout dates of other major
ozone-depleting chemicals -- CFCs, halons, methyl chloroform, and carbon
tetrachloride -- to December 31, 1995, and would consider the need to phaseout
methyl bromide;
WHEREAS, The U.S. Environmental Protection Agency, which is charged with
enforcing the Clean Air Act, has published a proposal to freeze U.S. production
of methyl bromide in 1994 and phaseout methyl bromide by January 1, 2001, and
the Parties to the Montreal Protocol have agreed to freeze methyl bromide
production and consumption in 1995 and to evaluate further controls, including a
phaseout;
WHEREAS, We believe viable alternatives currently exist for most uses of
methyl bromide as an agricultural, structural, and commodity fumigant, and that
measures can be taken immediately to significantly reduce methyl bromide use;
WHEREAS, Great Lakes Chemical Corporation is one of two companies in the
U.S. manufacturing methyl bromide for commercial use, and as such, commands a
large portion of the U.S. market;
WHEREAS, We believe Great Lakes Chemical Corporation has a financial
interest in preparing for a phaseout of methyl bromide by researching and
investing in safe alternatives;
WHEREAS, We believe Great Lakes Chemical Corporation has a moral
responsibility to account for long term environmental and health impacts of the
products it produces;
RESOLVED, That the shareholders of the Great Lakes Chemical Corporation,
assembled in annual meeting in person and by proxy, request that the Board of
Directors rapidly move to phase out production and sales of methyl bromide, with
an immediate cut of fifty percent and a complete phaseout no later than January
1, 1998.
POSITION OF THE BOARD OF DIRECTORS
THE BOARD RECOMMENDS THAT YOU VOTE "AGAINST" THIS PROPOSAL.
A virtually identical proposal was overwhelmingly defeated by our
shareholders at the 1993 Annual Meeting. The Board of Directors continues to
believe that premature phaseout of methyl bromide would be harmful to the
production and transportation of food products throughout the world and would
not be in the best interests of our corporation or its shareholders.
14
<PAGE> 17
Methyl bromide is the most versatile and cost-effective fumigant available
today. Extremely effective as a soil, structural and commodity fumigant, methyl
bromide is heavily relied upon by fruit and vegetable growers in the United
States to control pests and provide higher yields. Methyl bromide is applied as
a structural fumigant to control wood-boring beetles and termites which damage
logs, wood products and wooden structures. Methyl bromide is also used to reduce
the risk of infestation in foods, machinery, and other commodity shipments for
international markets, enabling many of our U.S. export products to meet the
stringent import restrictions of foreign countries. Similarly, methyl bromide
fumigation of imports from other countries protects our own agricultural
industry from the accidental entry of potentially devastating foreign pests into
the United States. At the present time, there is no other product available
which offers the broad-range effectiveness of methyl bromide to control pests
and reduce the possibility of any associated disease problems to protect food,
health, shelter and trade.
Significant levels of methyl bromide are generated by nature. While the
exact amount is not known, up to 85 percent of the methyl bromide in the earth's
atmosphere may come from natural uncontrollable sources. Because of the
continued uncertainty about the role of man-made methyl bromide in ozone
depletion, the parties to the Montreal Protocol have requested additional
information before proceeding beyond current levels of restriction.
Management closely follows and actively participates in meetings,
discussions and research programs relating to ozone depletion and the potential
effects of man-made methyl bromide on the environment. Great Lakes helped
organize and fund the first scientific meeting to review methyl bromide's
possible role in ozone depletion. The Methyl Bromide Science Workshop was held
on June 2nd and 3rd, 1992. In attendance were industry and governmental
representatives, experts from various universities and institutions, and other
interested parties.
These independent experts concluded that the knowledge of bromine compounds
in the atmosphere is significantly less developed than that of chlorine
compounds. Furthermore, the development and evaluation of methyl bromide
alternatives and substitutes lags far behind the search for suitable
replacements for chlorofluoro-carbons, methyl-chloroform, carbon tetrachloride,
and halons.
In June 1992, the United Nations Environment Programme, established by the
United Nations to consider the global impact of environmental matters, sponsored
a Technology and Economic Assessment (T&EA) workshop. The attending scientists
concluded that at the present time there is no single alternative to methyl
bromide. Furthermore, the T&EA report stated that few methyl bromide
alternatives exist and those available have limited application capabilities. In
addition, any other proposed chemical or non-chemical alternatives will require
a lengthy governmental approval process.
Great Lakes also joined the world's other methyl bromide producers in
funding research to more precisely determine the role of methyl bromide in ozone
depletion and to develop technology to significantly reduce the release of
man-made methyl bromide into the atmosphere. This program, including several
jointly funded projects with the National Aerospace Administration (NASA) and
the National Oceanic and Atmospheric Administration (NOAH), was planned with
input from the scientific and regulatory communities. Preliminary results by
scientists indicate that this research will provide the data necessary to
determine the actual role of methyl bromide in stratospheric ozone depletion.
Further results of the research will be made available prior to the next meeting
of the Methyl Bromide Science Workshop which is scheduled in 1995.
The unnecessary or premature elimination of methyl bromide production could
also lead to unintended environmental damage. One example would be the
environmental damage resulting from the impact of methyl bromide no longer being
available to our forestry industry. A highly significant use of methyl bromide
is the treatment of soil for tree seedling planting. Experts estimate that
without treatment tree seedlings would mature at a slower rate, and transplant
mortality rates could increase by as much as 50 percent. Eliminating methyl
bromide could therefore reduce the effectiveness of the nation's reforestation
effort and increase global warming by potentially reducing carbon dioxide
absorption.
On December 10, 1993 the U.S. Environmental Protection Agency (EPA) listed
methyl bromide as a Class I substance under the Clean Air Act, and established a
phase-out date of January 1, 2001, for emissive
15
<PAGE> 18
uses. Because of the lack of viable alternatives and the importance of methyl
bromide to the U.S. economy, the EPA set the phase-out date at the statutory
maximum seven years from the listing date and included no intermediate
reductions prior to 2001.
The actions requested by the shareholder proposal would be significantly
more restrictive than either the Montreal Protocol or the U.S. EPA rulings. The
Board of Directors believes that adopting this shareholder proposal would
prematurely restrict the availability of a product that is essential to the
production and transportation of food and industrial products throughout the
world. To eliminate the use of methyl bromide, based on the inconclusive
evidence now available and before the development of environmentally sound
alternatives, would not be in the best interests of the Company or its
shareholders. Accordingly, we recommend a vote against the proposed resolution.
STOCKHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING
Any stockholder proposal to be considered by the Company for inclusion in
the proxy material for the 1995 Annual Meeting of Stockholders must be received
by the Secretary of the Company at its principal office in West Lafayette,
Indiana, no later than November 30, 1994.
OTHER MATTERS
As of the date of this proxy statement, management is not aware of any
matters to be presented at the meeting other than the matters specifically
stated in the Notice of Meeting and discussed in the proxy statement. If any
other matter or matters are properly brought before the meeting, the persons
named in the enclosed proxy have discretionary authority to vote the proxy on
each such matter in accordance with their judgment.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company will reimburse brokers or other persons holding stock in their names
or in the names of their nominees for their expenses in sending proxies and
proxy material to the beneficial owners. Solicitations may further be made by
officers and regular employees of the Company, without additional compensation,
by use of the mails, telephone, telegraph, or personal calls. Morrow and Co.,
Inc., has been retained to assist in the solicitation of proxies at a cost of
$6,500 plus expenses.
By Order of the Board of Directors,
RICHARD R. FERGUSON
Secretary
March 29, 1994
16
<PAGE> 19
GREAT LAKES CHEMICAL CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 5, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints EMERSON KAMPEN, ROBERT T. JEFFARES, and RICHARD
R. FERGUSON, and each of them with full power of substitution, as proxies of
the undersigned, to attend the Annual Meeting of Stockholders of Great Lakes
Chemical Corporation to be held on Thursday, May 5, 1994, at 11:00 A.M. and any
adjournment thereof, and to vote the number of shares the undersigned would be
entitled to vote if personally present on the following:
THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS AND AGAINST PROPOSALS 2
AND 3.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
/ / Mark here for address change
New Address: ___________________________
___________________________
___________________________
/ / Mark here if you plan to attend the
meeting
<PAGE> 20
<TABLE>
<CAPTION>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1 AND A VOTE AGAINST ITEMS 2
AND 3.
<S> <C> <C> <C>
1994 1. ELECTION OF DIRECTORS FOR WITHHELD FOR
Nominees: Martin M. Hale, Emerson all from all all
P Kampen, and Richard H. Leet nominees nominees Except Nominee(s) Written Below
R / / / / / / __________________________
O
X 2. Shareholder proposal - concerning FOR AGAINST ABSTAIN 4. In their discretion, to vote upon any and all
Y the CERES Principles / / / / / / such other matters which may properly come before
the meeting and any adjournment or postponement
thereof.
(Please sign exactly as your name appears. When
3. Shareholder proposal - methyl FOR AGAINST ABSTAIN shares are held by joint tenants, both should sign.
bromide production / / / / / / When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate
name by president or other authorized officer,
please sign in partnership name by
authorized person.)
___________________________________ ______________
Signature Date
___________________________________ ______________
Signature Date
STOCKHOLDERS ARE URGED TO MARK, DATE, SIGN AND
RETURN THIS PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
</TABLE>
