<PAGE> 1
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
ROPAK CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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:
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(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:
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[LOGO]
NOTICE OF ANNUAL MEETING
MAY 16, 1995
Notice is hereby given that the Annual Meeting of Stockholders of ROPAK
CORPORATION, a Delaware corporation (herein called "Ropak" or the "Company"),
will be held at the Brea Embassy Suites, 900 East Birch Street, Brea, California
92621, on Tuesday, May 16, 1995 at 2:00 P.M. local time. The Annual Meeting will
be held for the following purposes, as more fully described in the attached
Proxy Statement:
1. To elect three Class II directors to the Board of Directors.
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
In accordance with the provisions of the Bylaws, the Board of Directors has
fixed the close of business on March 27, 1995 as the record date for the
determination of the holders of Common Stock entitled to notice of and to vote
at the Annual Meeting.
A list of the stockholders entitled to vote at the Annual Meeting will be
open for examination by any stockholder for any purpose germane to the meeting
during ordinary business hours for a period of ten days prior to the meeting at
the offices of the Company, 660 South State College Boulevard, Fullerton,
California 92631, and will also be available for examination at the Annual
Meeting until its adjournment.
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
DATE, SIGN AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
ENVELOPE.
By Order of the Board of Directors,
WILLIAM H. ROPER,
Chairman of the Board
ROBERT E. ROPER,
President
Fullerton, California
March 27, 1995
<PAGE> 3
[LOGO]
660 SOUTH STATE COLLEGE BOULEVARD
FULLERTON, CALIFORNIA 92631
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1995
------------------------
PROXIES
The enclosed proxy is solicited on behalf of the management and Board of
Directors of ROPAK CORPORATION, a Delaware corporation (herein called the
"Company" or "Ropak"), for use at the Company's Annual Meeting of Stockholders
and at any and all adjournments thereof. Any stockholder has the power to revoke
his or her proxy at any time before it is voted. A proxy may be revoked by
delivering written notice of revocation to the Secretary of the Company at its
principal office address listed above, by a subsequent proxy executed by the
person executing the prior proxy and presented to the meeting, or by attendance
at the meeting and voting in person by the person executing the proxy.
The cost of preparing, assembling and mailing this Notice of Annual Meeting
and Proxy Statement and the enclosed proxy card will be paid by the Company.
Following the mailing of this Proxy Statement, directors, officers and regular
employees of the Company may solicit proxies by mail, telephone, telegraph or
personal interview. Such persons will receive no additional compensation for
such services. Brokerage houses and other nominees, fiduciaries and custodians
nominally holding shares of the Company's Common Stock of record will be
requested to forward proxy soliciting material to the beneficial owners of such
shares, and will be reimbursed by the Company for their reasonable charges and
expenses in connection therewith.
A copy of the Company's 1994 Annual Report to Stockholders, which includes
financial statements for its last fiscal year ended December 31, 1994, will be
mailed on or about March 28, 1995 to each shareholder of record as of the close
of business on March 27, 1995.
VOTING SECURITIES
Only the holders of record of the Company's common stock at the close of
business on March 27, 1995, the record date for the Annual Meeting, are entitled
to notice of and to vote at the Annual Meeting. The Company had 4,386,162 shares
of common stock (the "Common Stock") outstanding as of March 27, 1995. Each
share of Common Stock entitles the holder thereof to one vote on each matter to
be acted upon at the meeting.
<PAGE> 4
The following table sets forth information (except as otherwise indicated
by footnote) as to shares of Ropak Common Stock owned by (i) each person known
by management to beneficially own more than 5% of the Company's outstanding
Common Stock, (ii) each of the Company's directors and nominees for election as
directors, and (iii) all executive officers, directors and nominees for election
as directors as a group:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED(1)
------------------
NAME OR GROUP AMOUNT %
------------- --------- ----
<S> <C> <C>
DIRECTORS:
John L. Doughty(2)(3)................................... -0- --
Robert Alexander Lang(2)(4)............................. -0- --
Douglas H. MacDonald(5)................................. 7,260 0.2%
Nigel V. Roe(2)(4)...................................... -0- --
William H. Roper(6)..................................... -0- --
Robert E. Roper(6)...................................... -0- --
C. Richard Roper(6)..................................... -0- --
John Thorp(2)(3)........................................ -0- --
David A. Williams(2)(3)................................. -0- --
All executive officers and directors
as a group [12 in number](7)............................ 182,078 4.1%
OTHER 5% STOCKHOLDERS:
LINPAC Mouldings Limited(2)............................. 2,841,303 57.2%
Deykin Avenue
Witton, Birmingham B6 7HY
England
</TABLE>
- ---------------
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown to be beneficially owned by
them, subject to the information contained in the footnotes to this table.
The above table does not include shares of the Company's Common Stock held
by the Company's 401(k) Incentive Savings Plan in which certain executive
officers have an interest.
(2) The Company has been advised that LINPAC Mouldings Limited ("LINPAC")
directly owns 2,263,526 shares of Ropak's Common Stock plus $5,200,000 in
redeemable preferred shares of Ropak's Canadian subsidiary that are
exchangeable, in whole or in part at the option of the holder, into Ropak
Common Stock at $9.00 U.S. per share (i.e., convertible into a total of
577,777 shares of Common Stock). Beneficial ownership listed in the above
table for directors of the Company does not include shares beneficially
owned by LINPAC; Messrs. Doughty, Lang, Roe, Thorp and Williams are all
associated with LINPAC or its affiliates. As directors of LINPAC, Messrs.
Doughty, Thorp and Williams may be deemed to control voting and disposition
power of Ropak shares owned by LINPAC. Messrs. Doughty, Lang, Roe, Thorp and
Williams each disclaim beneficial ownership of shares owned by LINPAC. See
"Recent Events -- Change in Control".
(3) The business address for Messrs. Doughty, Thorp and Williams is Deykin
Avenue, Witton, Birmingham B6 7HY, England.
(4) The business address for Messrs. Lang and Roe is 6400 Powers Ferry Road NW,
Suite 345, Atlanta, Georgia 30339.
(5) Includes 7,260 shares owned by Admac Holdings Ltd., a corporation owned by
Mr. MacDonald and his spouse. Mr. MacDonald's business address is 2240
Bellevue Avenue, West Vancouver, British Columbia.
(6) Each of Messrs. William, Robert and Richard Roper recently sold all of their
Common Stock holdings to LINPAC. See "Recent Events -- Change in Control".
The business address for each of Messrs. William, Robert and Richard Roper
is 660 S. State College Boulevard, Fullerton, California 92631.
(7) Does not include shares owned by LINPAC as described in Note 2 above.
Includes shares described in Note 5 plus 55,891 shares beneficially owned by
other executive officers, 22,257 shares beneficially owned by the spouses of
two executive officers, and 96,670 shares issuable upon exercise of stock
options granted to executive officers that were fully exercisable or
exercisable within a period of 60 days from the date of this Proxy
Statement.
2
<PAGE> 5
RECENT EVENTS -- CHANGE IN CONTROL AND TENDER OFFER
OPTION AGREEMENT AND PROPOSED MERGER OFFERED BY LINPAC; REVIEW BY SPECIAL
COMMITTEE AND WITHDRAWAL OF LINPAC'S PROPOSED MERGER OFFER
As noted in Note 2 to the table above, LINPAC Mouldings Limited ("LINPAC")
owns 2,263,526 shares of the Company's Common Stock, which represent 51.6% of
the total outstanding and entitled to vote at the Annual Meeting. LINPAC also
owns $5,200,000 in redeemable preferred shares of Ropak's Canadian subsidiary
that are exchangeable, in whole or in part at the option of the holder, into
Ropak Common Stock at $9.00 U.S. per share (i.e., nonvoting preferred shares
convertible into a total of 577,777 shares of Common Stock). LINPAC is a
privately-held company with its principal office in Birmingham, England. LINPAC
and its affiliated companies manufacture a wide variety of plastic, paper and
metal packaging products at approximately 50 manufacturing facilities, including
eight in the United States, with over 7,000 employees worldwide.
LINPAC has had a limited trading relationship with Ropak for more than 10
years and purchased 366,032 shares of the Company's Common Stock in a private
transaction with an institutional investor in June 1992. David A. Williams, the
Managing Director of LINPAC, has served as a director of Ropak since November
1992.
The Option Agreement and Proposed Merger
On September 28, 1994, Ropak announced that three of its executive offices,
directors and principal stockholders, William H. Roper, Robert E. Roper and C.
Richard Roper, together with their spouses and certain family trusts under their
control (collectively, the "Roper Family"), had entered into an agreement with
LINPAC dated September 25, 1994 (the "Option Agreement"). The Option Agreement
granted LINPAC an option, exercisable at any time through the close of business
on February 28, 1995, to purchase up to 985,520 shares of the Company's Common
Stock ("Roper Shares") owned by the Roper Family. If all of that option had been
exercised, LINPAC also received an option to purchase up to 132,000 shares of
the Company's Common Stock covered by stock options ("Roper Options") held by
three members of the Roper Family. For convenience of reference, the options
granted to LINPAC are collectively referred to as the "LINPAC Purchase Option".
The LINPAC Purchase Option covered shares then representing approximately 25.2%
of the Company's voting capital stock (assuming exercise by LINPAC of the Roper
Options). The Option Agreement further provided that on or prior to February 28,
1995, the Roper Family had the right and option (the "Roper Sale Option") to
require that LINPAC purchase all of the Roper Shares and Roper Options.
During the term of the Option Agreement, LINPAC held proxies to vote all
Common Stock owned by the Roper Family, which included all shares covered by the
LINPAC Purchase Option plus 7,318 shares of Common Stock held by a member of the
Roper Family as custodian for his children. With certain exceptions, the proxies
did not permit LINPAC (i) to vote for the election of any person as a director
of the Company not nominated by the Company's current directors, (ii) to seek
the removal of any of the Company's current directors, (iii) to call a special
meeting of the Company's stockholders (other than a stockholders' meeting called
for the purpose of seeking approval of a proposed merger of the Company with a
wholly-owned subsidiary of LINPAC), or (iv) to seek to take any action by means
of a written consent of the Company's stockholders.
LINPAC was required by the Option Agreement to present an offer to the
Company's board of directors (the "Board") containing terms and conditions,
summarized in the Option Agreement, to acquire the interests of all the
Company's Common stockholders in a proposed merger for an all-cash price of
$10.50 per share of Ropak Common Stock (the "Proposed Merger"). The Proposed
Merger was formally presented to the Company for consideration by LINPAC on
October 7, 1994.
Had the Proposed Merger been consummated, the Option Agreement required
that William H. Roper, Robert E. Roper and C. Richard Roper would remain in
Company executive management positions at
3
<PAGE> 6
compensation rates specified in the Option Agreement for minimum periods ranging
from one to four years after completion of the Proposed Merger. In each case,
the Option Agreement also required seven year non-competition covenants after
eventual termination of full time employment with additional payments to each of
the three Roper executives over six years after termination of employment at
$220,000 per individual per annum.
The option exercise price for both the LINPAC Purchase Option and the Roper
Sale Option was $14.75 per share, a premium of $4.25 per share to the Proposed
Merger price of $10.50 per share. The Company has been advised by the Roper
Family and LINPAC that this premium was intended to compensate Roper Family
members for prospective loss of employment and non-competition compensation
after 1995, discounted to present value, if the Proposed Merger could not be
successfully completed by February 28, 1995. Had the Proposed Merger been
successfully completed, Roper Family members would have received $10.50 per
share cash consideration contemplated for all Company stockholders by the
Proposed Merger, plus their employment and non-competition agreements.
Review by Special Committee and Related Matters
A special committee of independent directors of Ropak's Board was formed
effective on September 30, 1994 to review and evaluate the Proposed Merger
offered by LINPAC and to make recommendations to the Company's Board. Members of
the special committee included then directors Douglas H. MacDonald, John H.
Stafford and Terry L. Nagelvoort (the "Special Committee"). The Special
Committee retained independent legal counsel and an independent investment
banker to advise the Special Committee in connection with its review of the
Proposed Merger and its evaluation of the $10.50 per share price offered by
LINPAC.
Under a letter agreement dated November 8, 1994, the Special Committee was
advised by the investment banking firm of Wertheim Schroder & Co. Incorporated
in this process. The terms of this engagement provided for a fee payable to
Wertheim Schroder of $200,000 for its services plus $50,000 payable at the
closing, or upon termination, of the Proposed Merger. The letter agreement
further provided that if Ropak elected to pursue a business combination with an
entity other than LINPAC prior to June 30, 1995, Wertheim Schroder would receive
a contingent fee equal to 1.25% of the aggregate consideration received by Ropak
and its stockholders less any fees previously paid to Wertheim Schroder under
the letter agreement. The agreement provides that Ropak will indemnify Wertheim
Schroder and its controlling persons against certain liabilities including,
among others, liabilities under the Federal securities laws.
On December 1, 1994, the Company's Board was advised that the Special
Committee had determined LINPAC's proposed price to acquire Ropak at a $10.50
per share to be inadequate. The Board was informed that the Special Committee
had received a confidential report of Wertheim Schroder dated November 29, 1994
in which Wertheim Schroder had expressed a minimum to a maximum range that it
believed would be fair to Ropak stockholders and informed the Board the proposed
price of $10.50 per share was below that range. Neither the confidential report
prepared for the Special Committee by Wertheim Schroder nor the minimum to
maximum price range recommended by Wertheim Schroder were disclosed at that time
to the Board or to representatives of Ropak, other than the Special Committee.
In light of the Special Committee's determination, the Board authorized the
Special Committee to consider and take certain appropriate actions in the best
interests of the stockholders of the Company, but refused the Special
Committee's request (except with prior approval of a majority of the full Board)
for authority to adopt or take actions to adopt a shareholder rights plan,
commonly referred to as a "poison pill", or for other authority to issue Ropak
securities with dilutive effect to the interests of other stockholders.
The Special Committee, by a letter agreement dated December 13, 1994,
amended its previous engagement letter with Wertheim Schroder. That amendment
confirmed Wertheim Schroder had been retained by the Special Committee to
represent the Special Committee with respect to a sale of Ropak whether such a
transaction was a merger, sale of assets or sale of stock and whether
consummated with LINPAC or any other party. The compensation arrangement was
amended to delete the contingent fee for such a transaction equal to 1.25% of
the aggregate consideration received by Ropak and its stockholders less
4
<PAGE> 7
any fees previously paid to Wertheim Schroder under the November 8, 1994
agreement. In lieu thereof, the amendment provided Wertheim Schroder would
receive a contingent fee equal to 5% of any consideration received by Ropak and
its stockholders to the extent such consideration exceeded a base amount under a
formula relating to the Company's existing capitalization at $10.50 per share,
less a credit for other fees previously paid Wertheim Schroder of $10,000 for
each $0.50 increment over the $10.50 per share base amount up to a maximum
credit of $50,000.
LINPAC reported that during the period from September 30, 1994 (after the
Proposed Merger was publicly announced) through November 29, 1994, it purchased
469,250 additional shares of the Company's Common Stock not covered by the
Option Agreement in open market and private transactions and also purchased, in
a private transaction with an unaffiliated third party, preferred shares of
Ropak Canada Inc. exchangeable at the holder's option for approximately 577,777
shares of Ropak Common Stock. In a series of standstill commitments made during
the month of December 1994, LINPAC agreed with the Special Committee that LINPAC
would not acquire additional shares of the Company's capital stock from December
2, 1994 through December 22, 1994.
On December 22, 1994, following several meetings of both the Special
Committee and the full Board, the offer by LINPAC to enter into the Proposed
Merger was withdrawn. In view of the withdrawal of LINPAC's offer and the
absence of any competitive offers from third parties requiring consideration, a
majority of the Board voted on December 22, 1994 to disband the Special
Committee by a vote of four directors in favor and three directors (those on the
Special Committee) opposed. The Company was advised at that time LINPAC intended
to continue to evaluate its options as to its equity position in Ropak.
In January 1995, special counsel for the Special Committee delivered to
counsel for Ropak and the Roper Brothers a copy of the confidential report dated
November 29, 1994 prepared for the Special Committee by Wertheim Schroder and
minutes of proceedings of the Special Committee. The confidential report
prepared for the Special Committee concluded that Wertheim Schroder deemed a
range of $12.50 to $13.50 per share of Common Stock to be fair from a financial
point of view to the stockholders of Ropak other than LINPAC and members of the
Roper Family. A copy of the confidential report dated November 29, 1994 prepared
for the Special Committee by Wertheim Schroder will be filed with the Securities
and Exchange Commission on or about March 28, 1995 as an exhibit to the
Company's Schedule 14D-9 Statement in response to a subsequent tender offer by
LINPAC described below.
CHANGES IN BOARD OF DIRECTORS
On January 23, 1995, Messrs. Terry L. Nagelvoort and John H. Stafford,
members of the former Special Committee, resigned as members of the Board. The
Company did not receive a letter or other communication from these individuals
which would indicate that their resignations resulted from a disagreement with
the Company on any matter relating to the Company's operations, policies or
practices.
At a meeting of the Board held on January 26, 1995, the Board expanded the
authorized number of directors from seven to nine members. To fill four
vacancies on the Board resulting from the resignations of Messrs. Nagelvoort and
Stafford and the expansion of the Board by two members, four nominees of LINPAC
were elected to the Board effective as of February 1, 1995. The new directors
include Messrs. John L. Doughty, Robert Alexander Lang, Nigel Victor David Roe
and John Thorp, all of whom are executives of LINPAC or its affiliated U.S.
subsidiary, LINPAC Inc. See "Election of Directors".
SUBSEQUENT EVENTS AND PENDING TENDER OFFER BY LINPAC
Based upon LINPAC's reports filed with the Securities and Exchange
Commission, LINPAC purchased 435,406 additional shares of the Company's Common
Stock in open market and private transactions during the period from December
23, 1994 (after the expiration of its standstill commitments) through January
17, 1995. On February 10, 1995, LINPAC purchased 7,318 shares for $10.50 per
share in a private transaction with C. Richard Roper as custodian for his
children.
5
<PAGE> 8
Under an agreement dated February 20, 1995, the Roper Family members and
LINPAC agreed to terminate the Option Agreement described above. LINPAC
purchased 985,520 shares of the Company's Common Stock from the Roper Family
members on February 27, 1995 at $10.50 per share and paid $666,006 to the three
Roper Family executives in consideration of the cancellation of their stock
options covering 132,000 shares. Each of the three Roper Family executives
concurrently entered into long-term employment and non-competition agreements
with the Company effective as of January 1, 1995 authorized by the Board. See
"Executive Compensation and Related Information -- Roper Employment Agreements".
On March 15, 1995, LINPAC publicly announced it intended to commence a
tender offer to purchase all shares of the Company's Common Stock not owned by
LINPAC for a cash price of $11.00 per share, subject to terms and conditions set
forth in tender offer materials; that tender offer commenced on March 21, 1995.
LINPAC's offering materials indicates its tender offer is not subject to the
tender of a minimum number of shares or to financing conditions. On March 21,
1995, Ropak's Board of Directors met to consider LINPAC's cash tender offer. It
was determined the Board as a whole is unable to take a position with respect to
LINPAC's tender offer. Five Board members, constituting a majority of the Board,
are employees of LINPAC or its affiliates and therefore have an actual conflict
of interest in making any recommendations as to the tender offer. Three Roper
Family members in their individual capacity have recommended acceptance of the
tender offer, but as Board members may be deemed to have a potential conflict of
interest in view of their recent sale of stock to LINPAC and Company employment
agreements that are guaranteed by LINPAC. The remaining Board member, Douglas H.
MacDonald, advised Ropak that he intends to tender all 7,260 shares beneficially
owned by him but prefers to remain neutral in his capacity as a member of the
Board because of his participation on the former Special Committee described
above. The Board noted the report of Wertheim Schroder to the Special Committee
will be filed as a publicly available document with the Securities and Exchange
Commission as an exhibit to Ropak's Schedule 14D-9 statement in response to the
tender offer, and that reasons of LINPAC and the Roper Family members for
recommending acceptance of the tender offer are set forth in materials being
mailed to Ropak stockholders. Given these circumstances and the absence of a
minimum tender condition in LINPAC's tender offer, each Ropak stockholder may
determine whether or not to accept LINPAC's tender offer with reasonable
assurance that properly tendered shares will be accepted. The Board decided
Ropak will not seek to engage the services of an investment banker in connection
with LINPAC's tender offer.
Based upon information known to the Company's management, as of March 27,
1995 LINPAC owned 2,263,526 shares of the Company's Common Stock (or
approximately 51.6% of the total 4,386,162 shares outstanding) plus preferred
shares of Ropak Canada Inc. exchangeable at the holder's option for
approximately 577,777 shares of the Company's Common Stock. Assuming full
exchange of Ropak Canada's preferred stock into 577,777 shares of the Company's
Common Stock, LINPAC's beneficial pro forma ownership of an aggregate of
2,841,303 shares of the Company's Common Stock would represent approximately
57.2% of the pro forma outstanding shares (assuming no other outstanding options
or warrants are exercised). In addition to exchange rights of Ropak Canada's
preferred stock, there are outstanding stock options covering a total of 218,950
shares of the Company's Common Stock as of the date of this Proxy Statement.
ELECTION OF DIRECTORS
The Company's certificate of incorporation in the State of Delaware
provides that the Board of Directors will consist of not less than three nor
more than 12 directors, with the exact number to be fixed by the Board. The
certificate of incorporation also provides for a classified Board of Directors,
meaning that the Board is divided into three classes designated Class I, Class
II and Class III, with each class to be as nearly equal in number as possible.
Generally, the members of each class are elected for a term of three years and
until their successors are elected and qualified, with one of the three classes
of directors to be elected each year. The Board of Directors has fixed the
number of directors at nine, with three directors in each of Class I, Class II
and Class III.
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<PAGE> 9
The term of office of Class II directors expires at the 1995 Annual
Meeting. Consequently, the individuals listed below under the heading "Class II"
are being nominated for election as directors to hold office for a three-year
term expiring at the annual stockholders meeting in 1998. The term of office for
directors in Class III will continue until the 1996 annual stockholders meeting
and the term of office of directors in Class I will continue until the 1997
annual stockholders meeting.
Unless otherwise instructed, the enclosed proxy will be voted for election
of the nominees listed below as Class II directors, each of whom has indicated
his willingness to serve if reelected. The persons designated as proxies reserve
full discretion to cast their votes for another person recommended by management
in the unanticipated event that any nominee is unable or declines to serve.
Messrs. Doughty, Lang, Roe and Thorp were first elected directors of Ropak on
February 1, 1995. All other incumbent directors have served as directors since
the last Annual Meeting of Stockholders.
The Company has been advised that LINPAC intends to vote all 2,263,526
shares of Common Stock LINPAC is entitled to vote at the Annual Meeting in favor
of the election of the nominees for election of Class II directors listed below,
and accordingly the election of those nominees is assured. See "Voting
Securities" above.
The following table sets forth the names and certain information with
respect to the persons nominated for election as Class II directors at the 1995
Annual Meeting and each other person who will continue to serve as a director
after the Annual Meeting.
<TABLE>
<CAPTION>
AGE DIRECTOR SINCE
--- ------------------
<S> <C> <C>
NOMINEES FOR DIRECTORS
CLASS II -- Term Expiring at the
1995 Annual Meeting:
Nigel V. Roe 52 February 1, 1995
Robert E. Roper(1) 62 January 27, 1978
David A. Williams(2)(3) 47 October 20, 1992
CONTINUING DIRECTORS
CLASS III -- Term Expiring at the
1996 Annual Meeting:
Douglas H. MacDonald(2) 69 February 13, 1990
C. Richard Roper(1) 59 January 27, 1978
John Thorp 49 February 1, 1995
CLASS I -- Term Expiring at the
1997 Annual Meeting:
John L. Doughty 51 February 1, 1995
Robert Alexander Lang(3) 52 February 1, 1995
William H. Roper(1) 66 August 15, 1979
</TABLE>
- ---------------
(1) Member of Stock Option Committee.
(2) Member of Compensation Committee.
(3) Member of Audit Committee.
Nigel V. Roe was elected a director of Ropak on February 1, 1995. Mr. Roe
is employed as Secretary/Treasurer of LinPac Inc., a United States subsidiary of
LINPAC Mouldings Limited ("LINPAC"), and has served in that capacity for more
than 15 years. LINPAC, based in Birmingham, England, is a wholly-owned
subsidiary of LINPAC Group Limited, a privately-held company founded in 1959 and
the second largest packaging company in the United Kingdom operating with
corrugated, plastics packaging and industrial packaging divisions. LINPAC Group
Limited manufactures a wide variety of plastic, paper and metal packaging
products at approximately 50 manufacturing facilities, including eight in the
United States, with over 7,000 employees worldwide. LINPAC acts as a distributor
in Europe of Ropak's
7
<PAGE> 10
materials handling bins and owns a majority of Ropak's issued and outstanding
capital stock. See "Recent Events -- Change in Control".
Robert E. Roper has served Ropak as its President and a director since
January 1978 and currently acts as the Company's Chief Operating Officer,
concentrating on management of United States container operations. Prior to
co-founding the Company in 1978, he was employed as an executive in the plastic
container industry for approximately 10 years.
David A. Williams was elected a director of Ropak in October 1992. Mr.
Williams is the Managing Director and Chief Executive Officer of LINPAC, and has
served in that capacity since 1982. He also serves as a director of LINPAC Group
Limited, the parent of LINPAC.
Douglas H. MacDonald was elected a director of Ropak in May 1990. He has
acted from time to time as a consultant to Ropak since February 1985 when he and
others sold Capilano Plastics Company Ltd. and Capilano Industries, Inc. to
Ropak. For more than five years prior to February 1985, Mr. MacDonald was an
executive officer and principal stockholder of the Capilano companies.
C. Richard Roper has served the Company as an executive officer and
director since January 1978 and currently serves as Vice President and its
corporate Secretary, concentrating on design and engineering and management of
raw materials purchases. Prior to co-founding the Company in 1978, he was
employed as an executive in the plastic container industry for approximately 10
years.
John Thorp was elected a director of Ropak on February 1, 1995. Mr. Thorp
has served as a director of LINPAC since 1993. Prior to serving as a director of
LINPAC, he was general manager of LINPAC's GPG Dunstable plant.
John L. Doughty was elected a director of Ropak on February 1, 1995. Mr.
Doughty is employed as Financial Director of LINPAC and has served in that
capacity since 1983.
Robert A. Lang was elected a director of Ropak on February 1, 1995. Mr.
Lang is employed as Chief Operating Officer and Vice President of LinPac Inc., a
United States subsidiary of LINPAC, and has served in that position for more
than nine years. Mr. Lang has also served as a director of LINPAC Group Limited
for approximately one year.
William H. Roper has served as the Chief Executive Officer of Ropak since
June 1979 and as Chairman of its Board of Directors since August 1979. Prior to
joining the Company in 1979, he was employed as an executive in the plastic
container industry for more than 10 years.
Officers serve at the discretion of the Board of Directors. Except for
William H. Roper, Robert E. Roper and C. Richard Roper, who are brothers, there
are no family relationships between any of the Company's directors and executive
officers. There are no arrangements or understandings between any director and
any other person pursuant to which any person was elected or nominated as a
director except that Messrs. John L. Doughty, Robert A. Lang, Nigel Roe, John
Thorp and David A. Williams were all designated for election as directors by
LINPAC.
COMMITTEES; MEETINGS
Audit Committee. The Company's Audit Committee consists of two directors.
The Audit Committee met twice in fiscal 1994. The Audit Committee meets
independently with the internal auditing staff, representatives of the Company's
independent accountants and with representatives of senior management. The Audit
Committee reviews the general scope of the audit, the fee charged by the
independent accountants and matters relating to internal control systems. In
addition, the Audit Committee is responsible for reviewing and monitoring the
performance of non-audit services by the Company's independent accountants. The
Audit Committee is also responsible for recommending the engagement or discharge
of the Company's independent accountants.
Compensation Committee. The Company's Compensation Committee consists of
two directors and did not meet in fiscal 1994. The Compensation Committee is
responsible for reviewing and reporting to the Board
8
<PAGE> 11
on the recommended annual compensation for all officers and formulating
compensation policies for submission to the Board.
Stock Option Committee. The Company's Stock Option Committee consists of
three members. The Stock Option Committee is responsible for granting options
under the Company's stock option plans, establishing the terms and conditions of
options granted under those plans, and administering the stock option plans. The
Stock Option Committee acted by unanimous written consent during fiscal 1994.
During the fiscal year ended December 31, 1994, the Board of Directors held
eight meetings. No director attended fewer than 75% of the aggregate of all
meetings of the Board of Directors. Actions by the Board of Directors other than
at such meetings were held by unanimous written consent.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board, consisting of two outside
directors. An Executive Committee of management consisting of William H. Roper,
Robert E. Roper and C. Richard Roper periodically review executive compensation
within guidelines approved by the Board of Directors, and provides
recommendations to the full Board on matters relating to executive compensation.
Other than compensation for members of the Executive Committee itself, the
Executive Committee recommends to the Compensation Committee the compensation
program for each executive officer and the relationship of their compensation
program to Company performance. After review, the Compensation Committee
recommends to the full Board the compensation paid to each executive officer,
including those serving on the Executive Committee, and the relationship of
their compensation to Company performance.
The Compensation Committee has prepared the following report which
addresses compensation policies applicable to the Company's executive officers
and has been approved by the full Board of Directors.
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS
Ropak's executive compensation program is designed to attract, retain and
reward highly qualified executives with significant experience in the plastics
packaging industry, and to encourage the achievement of individual objectives
and corporate business performance.
Compensation levels and benefits are based upon a plan developed in 1990
with the advice of an independent consulting firm specializing in compensation.
Base salaries are designed to be competitive with companies of similar size in
manufacturing industries, after taking into account individual salary
determinations, and generally are targeted to be in the mid-range of base
salaries at comparable companies. Individual salary determinations are based on
experience, performance, areas of managerial responsibility and comparison to
peers inside and outside the Company.
Annual increases in base salary compensation for executives generally are
based upon a review of individual performance compared to various standards
applicable to employees throughout the Company. Adjustments to base salaries for
executive employees, including members of the Executive Committee, also take
into account the Company's performance for its last fiscal year and anticipated
Company performance for the current year. In 1995, members of the Company's
Executive Committee will be compensated in accordance with employment agreements
that became effective on January 1, 1995. See "Executive Compensation and
Related Information -- Roper Employment Agreements".
The Company's compensation program seeks to achieve the following
objectives:
- To provide a competitive compensation program in order to attract,
motivate, reward, and retain qualified and experienced personnel, taking
into account competitive compensation levels, and to increase the level
of compensation as an individual's level of responsibility and
achievements increase. Competitive standards take into account
compensation levels and benefit programs of manufacturing organizations
comparable to Ropak. Board decisions as to executive compensation levels
also take into consideration relevant factors relating to the Company's
historical and anticipated performance in view of current economic
conditions and may be deemed subjective to that extent.
9
<PAGE> 12
- To encourage the retention of experienced management by seeking an
appropriate balance between current compensation, previously granted
stock options or other forms of incentive compensation, and deferred
retirement benefit programs.
COMPONENTS OF EXECUTIVE COMPENSATION PROGRAM
Total compensation for Ropak's executive management is currently composed
of base salary, incentive bonus plans for the Executive Committee members
starting in 1995, previously granted stock options for management personnel in
1994 and prior years, deferred compensation though participation in the
Company's 401(k) retirement savings plan and participation in Ropak's
Supplemental Benefits Plan described later in this Proxy Statement. Base
salaries are set in accordance with the compensation policies described above,
and are generally adjusted after review on an annual basis.
CHIEF EXECUTIVE OFFICER COMPENSATION
William H. Roper assumed his current position as Ropak's Chairman and Chief
Executive Officer in 1979. For 1994, Mr. Roper's total annual cash compensation
was $217,327, an increase of approximately 17.4% over 1993 which in turn was 4%
higher than in 1992. Mr. Roper also participates in the Company's Supplemental
Benefits Plan described below. In the opinion of the Compensation Committee and
the Board of Directors, Ropak's performance during his tenure as Chief Executive
Officer has been exceptional, particularly as compared to the vast majority of
companies which compete with Ropak and in light of an uncertain economic
environment during the past few years. Since 1979, the Company's sales have
grown from $3,319,000 to $128,398,000 and its product line has been diversified
to include a variety of packaging and material handling products, both acquired
and developed internally, which are within the Company's core expertise and
technology applicable to plastic packaging. The Committee believes that under
Mr. Roper's stewardship, and with the assistance of an experienced and highly
qualified management team, Ropak is effectively meeting the challenges of
maintaining its competitive position and continues to enhance the Company's
status as a leader in the plastic packaging industry in the United States and
Canada.
SUBMITTED BY THE COMPENSATION COMMITTEE ON FEBRUARY 24, 1995:
DOUGLAS H. MACDONALD AND DAVID A. WILLIAMS
COMPENSATION COMMITTEE (BOARD) INTERLOCKS AND INSIDER PARTICIPATION
The Executive Committee and the Compensation Committee perform the
functions of compensation committees for the Board of Directors. The current
members of the Executive Committee are Messrs. William H. Roper, Robert E. Roper
and C. Richard Roper. William H. Roper currently serves as Chairman of the Board
and Chief Executive Officer of Ropak and has served in that capacity since 1979;
Robert E. Roper currently serves as President of the Company and has served in
that capacity since 1978; and C. Richard Roper currently serves as Executive
Vice President and corporate Secretary of Ropak and has served in that capacity
since 1978. None of the members of the Compensation Committee are employed by
the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% beneficial owners are required by
applicable regulations to furnish the Company with copies of all Section 16(a)
forms they file. Based solely upon a review of the copies of such forms
furnished to the Company, responses from the Company's executive officers and
directors in reply to monthly questionnaires, and information involving
securities transactions to which the Company was a party, the Company believes
that during the last two fiscal years ending December 31, 1994, all Section
16(a) filing requirements applicable to its executive officers, directors and
greater than 10% beneficial stockholders were complied with.
10
<PAGE> 13
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY EXECUTIVE COMPENSATION
The following Summary Compensation Table indicates the cash compensation
paid by the Company as well as certain other compensation, paid or accrued for
its fiscal years ended December 31, 1994, 1993 and 1992 to each of Ropak's Chief
Executive Officer and its four other highest paid executive officers whose
salary and bonus exceeded $100,000 for the fiscal year ended December 31, 1994:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1) LONG TERM COMPENSATION
---------------------------- ---------------------------------
AWARDS PAYOUTS
OTHER ----------------------- -------
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARDS OPTIONS/ PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($) (2) ($) SARS (#) ($) ($) (3)
------------------ ---- -------- ------- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William H. Roper 1994 $192,327 $25,000 $11,470 0 0 0 $ 3,133
Chairman and Chief 1993 185,044 0 1,909 0 0 0 2,248
Executive Officer 1992 177,960 0 26,537 0 0 0 8,367
Robert E. Roper 1994 $184,844 $25,000 $ 8,840 0 0 0 $ 3,143
President & General 1993 178,740 0 1,797 0 0 0 2,248
Manager, U.S. Container Group 1992 171,000 0 20,511 0 0 0 5,710
C. Richard Roper 1994 $184,844 $25,000 $ 6,798 0 0 0 $ 3,143
Vice President & 1993 178,740 0 1,152 0 0 0 2,248
General Manager of 1992 171,000 0 18,632 0 0 0 5,119
Engineering and Raw Materials
James R. Connell 1994 $138,200 $18,000 $ 796 0 0 0 $ 2,889
Vice President & 1993 132,960 0 747 0 0 0 1,884
General Manager, 1992 127,800 0 449 0 0 0 4,124
Materials Handling Group
James R. Dobell 1994 $125,600 $18,000 $ 293 0 0 0 $ 2,478
Vice President & 1993 122,634 0 963 0 0 0 1,508
General Manager, 1992 107,162 0 135 0 0 0 5,017
Canadian Container Group
</TABLE>
- ---------------
(1) Total perquisites did not exceed the lesser of $50,000 or 10% of the
executive's annual salary and bonus. Does not include license fees and
rental payments made by the Company to a group and to a partnership in which
three of the named individuals are members, as described below under the
caption "Certain Transactions".
(2) Represents the premium cost of life insurance for which officers are named
as beneficiaries.
(3) The totals in this column reflect the aggregate value of Company
contributions under its 401(k) Retirement Benefit Plan (in the case of Mr.
Dobell, contributions under its Canadian Registered Retirement Savings Plan)
and Company contributions under the Supplemental Benefits Plan described
below.
11
<PAGE> 14
STOCK OPTIONS
The following tables summarize stock option activity during the fiscal year
ended December 31, 1994 for each of the named officers shown in the table under
"Summary Executive Compensation" above:
OPTION/SAR GRANTS IN LAST FISCAL YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK
SECURITIES OPTIONS/SARS EXERCISE PRICE APPRECIATION
UNDERLYING GRANTED TO OR BASE FOR OPTION TERM
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION ------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% 10%
---- ------------ ------------ -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
William H. Roper................. -0- -0- -- -- -- --
Robert E. Roper.................. -0- -0- -- -- -- --
C. Richard Roper................. -0- -0- -- -- -- --
James R. Connell................. 5,000 8.8% $ 5.00 2/7/99 $6,907 $15,263
James R. Dobell.................. -0- -0- -- -- -- --
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES OPTIONS/SARS AT FISCAL THE-MONEY OPTIONS/SARS AT
ACQUIRED YEAR-END (#) (1) FISCAL YEAR-END ($) (2)
ON EXERCISE VALUE --------------------------- ---------------------------
NAME DURING YEAR (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William H. Roper (3)... -0- -0- 44,000 -0- $178,000 -0-
Robert E. Roper (3).... -0- -0- 44,000 -0- $178,000 -0-
C. Richard Roper (3)... -0- -0- 44,000 -0- $178,000 -0-
James R. Connell (4)... 16,000 $60,728(5) 27,390 -0- $122,728 -0-
James R. Dobell (6).... -0- -0- 38,390 -0- $167,455 -0-
</TABLE>
- ---------------
(1) All options listed in the table are incentive stock options exercisable at
option prices equal to fair market value on the date of grant.
(2) The value of unexercised in-the-money options is based upon the fair market
value for the Common Stock on December 31, 1994 of $9.50 per share less the
applicable option exercise price.
(3) Represents options expiring on February 19, 1996 which were fully vested at
December 31, 1994. On February 27, 1994, each of the three Roper brothers
agreed to cancel his options for 44,000 shares in exchange for a cash
payment received from LINPAC of $222,000.
(4) Represents options expiring on May 17, 1995 covering 10,890 shares, options
expiring on February 19, 1996 covering 11,500 shares, and options expiring
on February 7, 1999 covering 5,000 shares, all of which are fully vested as
of January 26, 1995. The expiration date of the options expiring on May 17,
1995 may be accelerated upon 30 days' prior notice at the option of Ropak if
the fair market value of the Common Stock equals or exceeds $13 7/8.
(5) The value of options exercised by Mr. Connell is based upon the fair market
value for the Common Stock on the date of exercise, December 29, 1994, of
$9.25 per share less the applicable option exercise price.
(6) Represents options expiring on May 17, 1995 covering 10,890 shares and
options expiring on February 19, 1996 covering 27,500 shares, all of which
are fully vested as of January 26, 1995. The expiration date of the options
expiring on May 17, 1995 may be accelerated upon 30 days' prior notice at
the option of Ropak if the fair market value of the Common Stock equals or
exceeds $13 7/8.
12
<PAGE> 15
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION OR
NAME RIGHTS PAYOUT THRESHOLD TARGET MAXIMUM
---- ------------- ------------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
William H. Roper.................... -0- -- -- -- --
Robert E. Roper..................... -0- -- -- -- --
C. Richard Roper.................... -0- -- -- -- --
James R. Connell.................... -0- -- -- -- --
James R. Dobell..................... -0- -- -- -- --
</TABLE>
The Company does not have any compensation plans involving stock
appreciation rights or long-term incentive plans.
ROPER EMPLOYMENT AGREEMENTS
Ropak has written employment agreements with William H. Roper, its Chairman
and Chief Executive Officer; Robert E. Roper, its President; and C. Richard
Roper, its Executive Vice President (each a "Roper Executive"). These employment
agreements commence as of January 1, 1995 and were approved by the Board of
Directors on February 24, 1995. The term of the agreement with William H. Roper
is for one year expiring December 31, 1995; the term of the agreement with
Robert E. Roper is for three years expiring December 31, 1997; and the term of
the agreement with C. Richard Roper is for four years expiring December 31,
1998.
The employment agreements provide for an annual base salary of $250,000 for
each Roper Executive. Commencing in 1995, each Roper Executive will be eligible
to participate in an incentive bonus program calculated in accordance with a
formula for each fiscal year in which he remains employed. In general terms, if
the Company's Adjusted Earnings (as defined in the employment agreement) for the
year exceeds that year's Target Base defined in the agreement, the Roper
Executive will receive incentive compensation equal to 9.26% of the amount by
which Company Adjusted Earnings exceeded that year's Target Base up to a maximum
allowable incentive bonus of $250,000 in any year. "Company Adjusted Earnings"
generally is defined as Ropak's income from operations adjusted to eliminate
extraordinary gains and losses unrelated to current year's operations, incentive
compensation for executive and management employees and provisions for income
taxes. The Target Base will be $7,871,000 for 1995, $11,628,000 for 1996,
$15,760,000 for 1997 and $20,306,000 for 1998. Any incentive bonus earned will
be paid within 90 days after the end of the applicable fiscal year.
The employment agreements require each Roper Executive to devote his full
business time to the activities of the Company while employed by Ropak and
contain non-competition and confidentiality provisions in favor of the Company.
The non-competition covenants apply for a period of seven years following
termination of employment. In consideration of non-competition and nondisclosure
covenants, Ropak is obligated to pay each Roper Executive the aggregate sum of
$1,320,000 payable in equal monthly installments over a term of six years
commencing with the first month after the latter of: (i) the last month in which
he is employed or (ii) the last month in which he is entitled to receive
severance payments described below. Non-competition payments are to be paid to
the Roper Executive and, in the event of his death or disability while employed
or during such six year term, then to his spouse or heirs for the remainder of
the six year payment period.
Each of the Roper Executive employment agreements provides the Roper
Executive is entitled to severance pay if his employment is terminated, other
than for cause or his voluntary resignation, equal to 150% of the amount of his
base salary, payable monthly for the unexpired original term of his employment
agreement. If a Roper Executive elects to resign or retire voluntarily prior to
the expiration of the original term of his employment agreement, he is required
(except in the event of death or disability) to provide at least six months
prior written notice to Ropak of the date of his voluntary retirement or
resignation. Failure to provide
13
<PAGE> 16
six months prior notice will relieve Ropak from liability to pay any incentive
bonuses not previously paid to the Roper Executive who elected to retire or
resign without the requisite prior notice.
Each Roper Executive is entitled while employed to receive fringe benefits
comparable to those generally available to all employees of the Company, health
insurance covering the Roper Executive and his spouse under Ropak's existing
health plan or a comparable health insurance plan, the right of participation in
the Company's 401(k) retirement savings plan or a comparable retirement plan,
continuation by the Company of premium payments on one million dollar life
insurance policies for the Roper Executive as presently constituted, and payment
by Ropak following retirement or in the event of pre-retirement death or
employment severance of benefits provided by the Ropak Supplemental Benefits
Plan described below. In the case of Messrs. Robert and Richard Roper, Ropak
will continue to cover the Roper Executive and his spouse under the Company's
existing or a comparable health plan at no cost to the Roper Executive until he
attains the age of 65, notwithstanding termination of employment for any reason
prior to attaining that age.
COMPENSATION OF DIRECTORS
Outside directors are compensated for their services on the Company's Board
of Directors at the rate of $6,000 per year plus $600 per meeting attended.
Members of the Audit Committee and the Compensation Committee of the Board are
compensated for their services at the rate of $600 per committee meeting
attended.
STOCK OPTION PLANS
For 1994 and prior years, Ropak Corporation provided a long-term incentive
to management and key employees through its stock option plans. These plans are
intended to foster management incentive and positively align and reinforce
management and shareholder interests. The plans were structured to allow the
Executive Committee (whose members serve as the Stock Option Committee) and the
Board of Directors discretion in creating employee equity incentives which
assisted the Company in motivating and retaining appropriate talent needed to
conduct its business successfully. Key personnel, managers and executive
officers were eligible for grants under the plans, which seek to implement the
Company's long-term incentive approach primarily through the utilization of
"incentive stock options" (as defined in the Internal Revenue Code of 1986). On
January 26, 1995, the Board of Directors determined that no further grant of
options will be authorized under the Company's stock option plans unless that
policy is subsequently changed by the Board.
Options to purchase Ropak Common Stock have been granted and are currently
outstanding under the Company's 1988 and 1991 stock option plans (the "1988
Plan," and "1991 Plan", respectively; herein sometimes collectively referred to
as the "Option Plans"). Each of the Option Plans were approved by stockholders.
Although the 1979 stock option plan has expired, options granted thereunder will
continue to be valid and exercisable. All options under the Option Plans were
granted at not less than 100% of market price on the date of grant.
Each of the Option Plans provide for the granting of incentive stock
options pursuant to Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"). In addition, the 1991 Plan provides that options granted
thereunder may be either incentive stock options or, at the discretion of the
Company, stock options which do not qualify as incentive stock options under the
Code. To date, all options granted under the 1991 Plan have been incentive stock
options. Options under the Option Plans may be granted to officers, directors
and key employees of the Company and its subsidiaries.
Each of the Option Plans is administered by a Stock Option Committee
consisting of three members of the Board of Directors who are "disinterested" as
defined in Rule 16b-3 under the Securities Exchange Act of 1934. The Committee
determines the terms of options granted, including the exercise price, the
number of shares subject to the option and the terms and conditions of exercise.
The Stock Option Committee currently consists of Messrs. William H. Roper,
Robert E. Roper and C. Richard Roper.
14
<PAGE> 17
The exercise price of all incentive stock options for Common Stock granted
under the Option Plans must be at least equal to the fair market value of such
shares on the date of grant. With respect to any participant who owns stock
possessing more than 10% of the voting rights of the Company's outstanding
capital stock, the exercise price of any incentive stock option must be not less
than 110% of fair market value on the date of grant.
The maximum term for each incentive option under the Option Plans is ten
years, and to date no option has been granted for a term in excess of five years
under any of the Option Plans. In the event of termination of employment, the
optionee's option will terminate and may be exercised during a three month
period after termination to the extent the option was exercisable on the date of
termination. In the event termination of employment was caused by death or
permanent disability, the period of exercisability is extended under the Option
Plans to one year after the date of termination, but in no event after the date
the option would have expired in the absence of termination of employment. No
option granted under the Option Plans may be transferred by the optionee other
than by will or the laws of descent and distribution, and each option is
exercisable during the lifetime of the optionee only by such optionee. Shares
obtained upon exercise of an option may not be sold by an optionee during the
first six months after the date such option was originally granted.
1988 Plan. Under the 1988 Option Plan, up to 219,304 shares of Common Stock
may be issued (as adjusted for stock dividends declared by the Company from 1988
through 1991). At December 31, 1994, options to purchase 47,794 shares had been
exercised under the 1988 Option Plan, unexercised options were outstanding to
purchase 133,200 shares of Common Stock (all of which are exercisable in 1995)
at an average exercise price of $4.966 per share, and up to 36,000 shares were
available for future grants of options under the 1988 Option Plan. The Board of
Directors determined on January 26, 1995 that there will be no further stock
option grants under the 1988 Option Plan unless that policy is subsequently
changed by the Board. As of December 31, 1994, options covering a total of
40,170 shares exercisable at an average price of $4.556 per share were held by
three executive officers of the Company.
1991 Plan. Under the 1991 Option Plan, up to 325,500 shares of Common Stock
may be issued (as adjusted for a stock dividend declared by the Company in
1991). At December 31, 1994, options to purchase 62,750 shares had been
exercised under the 1991 Option Plan, unexercised options were outstanding to
purchase 217,750 shares of Common Stock (all of which are exercisable in 1995)
at an average exercise price of $5.4545 per share, and up to 45,000 shares were
available for future grants of options under the 1991 Option Plan. The Board of
Directors determined on January 26, 1995 that there will be no further stock
option grants under the 1991 Option Plan unless that policy is subsequently
changed by the Board. As of December 31, 1994, options covering a total of
188,500 shares exercisable at an average price of $5.4545 per share were held by
six executive officers of the Company.
SUPPLEMENTAL BENEFITS PLAN
The Board of Directors adopted a employee Supplemental Benefits Plan in
1987 for key executive and employees of the Company and its subsidiaries (the
"Supplemental Plan"). The Supplemental Plan provides, from general funds of the
Company, severance payments upon termination of employment to a participating
employee and provides for pre-retirement death benefits provided through life
insurance and for retirement benefits for which the Company has purchased
annuities to meet its obligations. The Company has entered into agreements
providing for pre-retirement death, supplemental retirement, or severance
payment benefits for seven employees under the Supplemental Plan, which include
all of the six executive officers of the Company. Each participating employee
voluntarily agreed to a $30,000 reduction in salary otherwise payable by the
Company, such reduction to be applied in either one installment or amortized
over a seven-year period. During the fiscal year ended December 31, 1994, the
Company accrued an actuarially calculated expense of $92,000 with respect to its
Supplemental Plan.
In December 1994, Ropak entered into a trust agreement with Wells Fargo
Bank, as trustee, for the purpose of contributing assets to an irrevocable trust
necessary to provide for certain liabilities under the
15
<PAGE> 18
Supplemental Plan. The Company has deposited $500,000 in cash and assigned
certain annuities and insurance policies to the trust for this purpose.
Benefits payable upon termination of employment prior to retirement vary as
among individual participants and increase with length of service. The following
table summarizes benefits payable upon termination of employment, pre-retirement
death or upon retirement at age 60 to each of Ropak's five most highly
compensated executive officers:
<TABLE>
<CAPTION>
SEVERANCE PAYMENT BENEFIT
----------------------------------------------------
IF TERMINATION
OCCURS IN THE PRE-RETIREMENT
IF FINAL YEAR DEATH BENEFIT OR
TERMINATION BEFORE POST-RETIREMENT
OCCURS IN RETIREMENT AGE BENEFIT PAYABLE
1995 60 FOR 10 YEARS
----------- -------------- -----------------
<S> <C> <C> <C>
William H. Roper............ (a) (a) $25,000 per annum
Robert E. Roper............. (a) (a) 25,000 per annum
C. Richard Roper............ (a) (a) 25,000 per annum
James R. Connell............ $46,115 $ 58,092(1998) 25,600 per annum
James R. Dobell............. 47,724 140,173(2009) 67,500 per annum
</TABLE>
- ---------------
(a) Since the named individual has or will attain retirement age provided by the
Supplemental Benefit Plan in 1995, in the event of termination of employment
he would receive the post-retirement benefit indicated in the last column of
the above table.
RETIREMENT BENEFIT PLANS -- U.S. 401(K) PLAN AND CANADIAN REGISTERED RETIREMENT
SAVINGS PLAN
Ropak maintains a savings plan qualified under Section 401(k) of the
Internal Revenue Code of 1986 for the benefit of all active U.S. employees and a
similar Registered Retirement Saving Plan for the benefit of Canadian employees.
The Ropak 401(k) Savings and Retirement Plan is a tax-qualified employee
savings and retirement plan covering the Company's eligible employees, including
executive officers and employees of the Company and its United States
subsidiaries (the "401(k) Plan"). Each eligible participant may defer,
contribute to, and have credited to his or her account under the 401(k) Plan up
to 15% of compensation each year, including any bonuses. The Company and its
subsidiaries, as employers, make a matching contribution equal to 25% of each
participant's contribution, up to a maximum matching contribution of 25% of 6%
of total compensation. To be eligible as a participant in the 401(k) Plan, the
participant must be a nonunion employee who has completed at least one year of
service with the Company. All contributions are subject to limitations imposed
by federal law for qualified plans.
Employee salary deferral contributions and matching employer contributions
are invested by the trustee of the 401(k) Plan, at the direction of each
participant, in accordance with the participant's designation among the
investment options available under the 401(k) Plan. There are seven investment
options, one of which is investment in the Company's Common Stock. Investment of
401(k) Plan assets in shares of the Company's Common Stock are made by purchases
on the open market by the 401(k) Plan trustee for the account of the 401(k)
Plan. The trustee of the 401(k) Plan is Mellon Bank, NA.
Salary reduction contributions and matching employer contributions are
fully vested and non-forfeitable. A participant's benefit under the 401(k) Plan
is payable upon early retirement (the date he or she attains age 55), upon
normal retirement date (upon attaining age 65), or upon later retirement. The
vested benefit is payable in the event of the participant's disability or death
or when the participant attains age 59 1/2 without retiring. A participant's
benefit is distributable entirely in cash and/or shares, or at the participant's
option, in installments. The installment option is not available to employees
whose employment terminates prior to their early retirement date or prior to
reaching age 59 1/2.
Salary reduction contributions and matching employer contributions are
fully vested and non-forfeitable. A participant's benefit under the 401(k) Plan
is payable upon early retirement (the date he or she attains
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<PAGE> 19
age 55), upon normal retirement date (upon attaining age 65), or upon later
retirement. The vested benefit is also payable when the participant attains age
59 1/2, or in the event of the participant's disability or death. Participants
whose employment terminates prior to their early retirement date or prior to
reaching age 59 1/2 may also elect to receive an early distribution of their
benefits. A participant's benefit is distributable entirely in cash or, at the
participant's option, in installments.
The Ropak Registered Retirement Saving Plan ("RRSP") for Canadian employees
is similar to its 401(k) Plan. Each eligible participant may defer, contribute
to, and have credited to his or her account under the RRSP up to 18% of the
prior year's compensation each year, including any bonuses. The Company and its
subsidiaries, as employers, make a matching contribution equal to 25% of each
participant's contribution, up to a maximum matching contribution of 25% of 6%
of total compensation. To be eligible as a participant in the RRSP, the
participant must be a nonunion employee who has completed at least one year of
service with the Company, except that employee contributions are permitted after
90 days.
Except as described above, the Company has no other pension, retirement,
annuity, savings or similar benefit plan which provides compensation to its
executive officers or directors.
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<PAGE> 20
COMPARATIVE STOCK PRICE GRAPH
The following graph sets forth the change in the Company's cumulative
shareholder return on its Common Stock starting with December 31, 1989, and at
the end of each fiscal year thereafter. The graph is based upon the market price
for the Company's Common Stock compared with the cumulative total returns of (i)
the NASDAQ Composite Index and (ii) an index of a group of peer companies in the
plastic packaging industry with similar market capitalizations selected by the
Company, consisting of AEP Industries Inc., CFI Industries Inc., Furon Inc., IPL
Inc., International Container Systems, Park-Ohio Industries Inc., Portage
Industries Corp. and Tuscarora Inc. Ropak's management notes that historical
stock price performance shown in the graph below cannot be considered indicative
of potential future stock price performance.
[CHART]
<TABLE>
<S> <C> <C> <C>
NASDAQ
Composite
Total Return Analysis Ropak Corporation Peer Group (US)*
12/29/89 100 100 100
12/31/90 77.41 67.11 85.42
12/31/91 123.24 102.03 134.25
12/31/92 116.52 114.66 156.40
12/31/93 125.48 132.00 181.21
12/30/94 170.30 172.97 176.44
</TABLE>
Source: Nordby International, Inc., Boulder, CO 800-926-7404
* NASDAQ Total Return calculated by Nordby International, Inc.
(1) The changes in the above graph are based upon the assumption that $100 had
been invested in Ropak Common Stock, in the NASDAQ Composite Index and in
the peer group index on December 31, 1989. The total cumulative dollar
returns on the graph represent the value that such investments with
dividends reinvested would have had at each of the dates indicated
(2) The closing prices of Ropak Common Stock on the dates set forth above were
as follows: December 31, 1989 - $6.75; 1990 - $4.75; 1991 - $6.875;
1992 - $6.50; 1993 - $7.00; and 1994 - $9.50. After adjustment for 10% stock
dividends paid during 1990 and 1991, the adjusted prices used for a $100.00
investment in Ropak Common Stock on December 31, 1989 in the above graph are
as follows: December 31, 1989 - $100.00 ($6.75 per 1989 share);
1990 - $77.41 ($5.225 per 1989 share); 1991 - $123.24 ($8.319 per 1989
share); 1992 - $116.52 ($7.865 per 1989 share); 1993 - $125.48 ($8.470 per
1989 share); and 1994 - $170.30 ($11.495 per 1989 share).
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<PAGE> 21
CERTAIN TRANSACTIONS
PATENTS, KNOW-HOW AND TRADEMARKS
In exchange for the transfer to Ropak of certain patents covering
industrial shipping containers, the related know-how, the Ropak trademark and
all other attendant rights, in 1985 the Company agreed to pay Messrs. William,
Robert and C. Richard Roper, all of whom are directors, officers and principal
stockholders of the Company, their mother and their former brother-in-law
(collectively the "Roper Family"), for a period of ten years ending December 31,
1995, an annual amount equal to three percent of sales of products covered by
the assigned rights during each such year, not to exceed the royalties accrued
in 1985 (which amounted to $556,000) adjusted each year to reflect annual
changes in the Consumer Price Index. Aggregate royalties accrued under the
shipping container patents, know-how and trademark assignments amounted to
$764,000 during the year ended December 31, 1994.
Management believes that the terms of the assignments of patents, know-how
and trademarks are fair and reasonable to the Company and are not less favorable
to Ropak than could be obtained from unaffiliated third parties. Such
transactions were approved in 1985 by the disinterested majority of Ropak's
Board of Directors after considering all relevant factors.
REAL ESTATE LEASE
The Company leases approximately 7,500 square feet of office and production
space in Fullerton, California from Six Sixty Ltd., a California partnership
consisting of William, Robert and C. Richard Roper. This lease is for a term of
five years, expires on April 30, 1999 and provides for a monthly rental of
$6,900 plus taxes, maintenance, insurance and utilities. The lease was approved
by the disinterested majority of Ropak's Board of Directors. During the year
ended December 31, 1994, Ropak paid $82,800 as rent under the lease. The
Company's management believes that the terms of its lease are no less favorable
to the Company than could be obtained from nonaffiliated lessors of comparable
facilities in the local area. The Company intends to purchase this real property
from the Six Sixty Ltd. partnership during 1995 at the current fair market value
of the property.
OTHER MATTERS
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors appointed Deloitte & Touche to act as the Company's
independent public accountants for the fiscal year ending December 31, 1994.
Deloitte & Touche and its predecessor, Touche Ross & Co., has acted as the
Company's independent public accountants since 1988, and has advised the Company
that it had no direct or indirect financial interest in the Company or any
subsidiary during the time it has acted as independent public accountants for
the Company. The Company expects that a representative of Deloitte & Touche will
be present at the Annual Meeting and will have the opportunity to make a
statement, if he or she so desires, and that such representative will be
available to respond to appropriate questions.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Any proposal, relating to a proper subject, which a stockholder may intend
to present for action at the 1996 annual meeting of stockholders, and which such
stockholder may wish to have included in the Company's proxy materials for such
meeting, in accordance with the provisions of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, must be received in proper form by the Company
at its principal office not later than December 31, 1995. It is suggested any
such proposal be submitted by certified mail -- return receipt requested.
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<PAGE> 22
OTHER BUSINESS OF THE MEETING
Management is not aware of any matters to come before the Annual Meeting
other than those stated in this Proxy Statement. However, inasmuch as matters of
which management is not now aware may come before the meeting or any adjournment
thereof, the proxies confer discretionary authority with respect to acting
thereon, and the persons named in such proxies intend to vote, act and consent
in accordance with their best judgment with respect thereto. Upon receipt of
such proxies (in the form enclosed and properly signed) in time for voting, the
shares represented thereby will be voted as indicated thereon and in this Proxy
Statement.
By Order of the Board of Directors,
WILLIAM H. ROPER,
Chairman of the Board
ROBERT E. ROPER,
President
Fullerton, California
March 27, 1995
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PROXY ROPAK CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1995
The undersigned stockholder of ROPAK CORPORATION hereby appoints WILLIAM H.
ROPER and ROBERT E. ROPER, and each of them, the true and lawful attorneys,
agents and proxies of the undersigned, with full power of substitution to each
of them to vote all the shares of Common Stock which the undersigned may be
entitled to vote at the Annual Meeting of Stockholders of the Corporation to be
held on May 16, 1995, and at any adjournment of such meeting, with all powers
which the undersigned would possess if personally present, for the following
purposes:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF / / FOR each nominee listed below / / WITHHOLD AUTHORITY to vote
CLASS II DIRECTORS (except as marked to the contrary below); for each nominee listed below:
</TABLE>
ROBERT E. ROPER NIGEL V. ROE DAVID A. WILLIAMS
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)
2. / / WITHHOLD AUTHORITY in their discretion upon such other matters as may
properly come before the meeting.
(Continued and to be signed on the other side)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Continued from other side)
This Proxy will be voted as directed or, if no direction is indicated, will
be VOTED FOR the election of the nominees named on the reverse hereof.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement dated March 27, 1995.
Dated:
-------------------------
(Signature)
-------------------------
(Signature)
-------------------------
(Print Name Here)
Please sign your name or
names exactly as
stenciled. When signing
as attorney, executor,
administrator, trustee,
guardian or corporate
officer, please give your
full title as such.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
