<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WHITMAN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
Whitman Corporation
3501 Algonquin Road
Rolling Meadows, Illinois
60008
Bruce S. Chelberg
Chairman and
Chief Executive Officer
March 22, 1996
Dear Shareholder:
We are pleased to invite you to attend the 1996 Annual
Meeting of Shareholders of Whitman Corporation, which will be
held in the First Chicago Center, One First National Plaza,
Dearborn and Madison Streets, Chicago, Illinois, on Thursday,
May 2, 1996, commencing at 10:30 a.m., Central Time.
As more fully set forth in the notice of the meeting and
proxy statement which appear on the following pages, the
principal items of business at the meeting will be the
election of directors and the ratification of the selection of
independent public accountants for the year 1996. We will also
report to you at the meeting on the business and affairs of
the Company.
Our Annual Report for 1995 accompanies this statement. In
accordance with our regular practice, a report of the annual
proceedings, including an account of actions taken, will be
sent to you following the meeting.
In order to complete arrangements for the meeting, we
would like to know in advance how many shareholders expect to
attend. If you plan to attend, please check the box provided
on the proxy card.
Your vote is important no matter how many shares you own.
We hope you will be able to attend the meeting in person, but
if you cannot, please sign and date the enclosed proxy and
return it in the accompanying envelope. PROMPT RETURN OF YOUR
PROXY WILL SAVE THE EXPENSE OF SENDING YOU A SECOND PROXY.
/s/ Bruce S. Chelberg
Chairman and Chief Executive
Officer
<PAGE>
WHITMAN CORPORATION
Notice of Annual Meeting of Shareholders
To: Shareholders of Whitman Corporation
The Annual Meeting of Shareholders of Whitman Corporation will be held in
the First Chicago Center, One First National Plaza, Dearborn and Madison
Streets, Chicago, Illinois, on Thursday, May 2, 1996, at 10:30 a.m., Central
Time, for the following purposes:
1. To elect ten directors of the Company;
2. To consider and vote upon a proposal to ratify the selection of KPMG
Peat Marwick LLP as independent public accountants for the year 1996; and
3. To act upon such other matters as may properly come before the meeting.
The close of business on March 7, 1996, has been fixed as the record date
for determination of shareholders entitled to notice of and to vote at the
Annual Meeting.
Please sign and date the enclosed proxy and return it in the accompanying
envelope as promptly as possible. If you attend the meeting, you may vote your
stock in person if you wish. A proxy may be revoked by appropriate notice to the
secretary of the meeting at any time prior to the voting thereof.
/s/ William B. Moore
WILLIAM B. MOORE
Secretary
Rolling Meadows, Illinois
March 22, 1996
<PAGE>
WHITMAN CORPORATION
3501 Algonquin Road, Rolling Meadows, Illinois 60008
Proxy Statement
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1996
This proxy statement, which is first being mailed to shareholders on or
about March 22, 1996, is furnished in connection with the solicitation by the
Board of Directors of Whitman Corporation (the "Company") of proxies for use at
the Annual Meeting of Shareholders to be held on May 2, 1996, and any
adjournments thereof. Any shareholder giving a proxy may revoke it at any time
before it is voted. The giving of a proxy will not limit the right of a
shareholder to vote in person at the meeting.
There were outstanding at the close of business on March 7, 1996, the record
date for determination of the shareholders of the Company entitled to notice of
and to vote at the Annual Meeting, 105,662,486 shares of Common Stock entitled
to one vote per share. Only shareholders of record as of the record date will be
entitled to vote at the meeting or any adjournments thereof. Duly executed
proxies will be voted in accordance with the shareholders' specifications marked
thereon. If no specifications are marked thereon with respect to one or more
proposals, proxies will be voted as to such proposals in accordance with the
recommendations of the Board of Directors set forth in this proxy statement.
Except for the election of directors, which shall be by plurality vote, the
affirmative vote of the holders of a majority of the shares present or
represented by proxy at the meeting and entitled to vote on the matter is
required for approval of each proposal presented in this proxy statement and of
any other matter which may properly come before the meeting. In accordance with
Delaware law and the Company's Certificate of Incorporation and By-Laws, an
abstention will have the same effect as a vote "Against". Additionally, shares
which are not voted by a broker or other nominee on a particular matter will not
be considered as "shares present or represented by proxy" for the purposes of
calculating whether an affirmative vote has been attained.
The rules of the Securities and Exchange Commission require that an annual
report accompany or precede the proxy materials. However, no more than one
annual report need be sent to the same address. Shareholders receiving two or
more annual reports in the same household may wish to reduce the total number of
annual reports they receive, which will save expense to the Company. If so,
please check the appropriate box on the proxy card for the accounts you select.
Eliminating these duplicate mailings will not affect receipt of future proxy
statements and proxy cards.
ELECTION OF DIRECTORS
Ten directors are to be elected at the Annual Meeting. The directors so
elected will hold office as directors until the next Annual Meeting of
Shareholders and until their respective successors shall have been duly elected
and qualified. Unless otherwise directed, proxies in the accompanying form will
be voted for the nominees listed below. Proxies may also be voted for a
substitute nominee or nominees in the event any one or more of the nominees
shall be unable to serve for any reason or withdraws from nomination, a
contingency not now anticipated. All of the following nominees are present
directors of the Company whose terms expire at the 1996 Annual Meeting.
1
<PAGE>
[PHOTO 1]
HERBERT M. BAUM DIRECTOR SINCE NOVEMBER 1995
Chairman and Chief Executive Officer
Quaker State Corporation
Mr. Baum, 59, is Chairman and Chief Executive Officer of
Quaker State Corporation. Prior to joining Quaker State in
1993, Mr. Baum was employed by Campbell Soup Company since
1978, where he served in various positions, most recently as
Executive Vice President and President, Campbell North/South
America. Mr. Baum also serves as a director of Quaker State
Corporation and Meredith Corporation. He is past chairman of
the Association of National Advertisers, as well as a member of the Board of
Directors of the American Petroleum Institute and the National Petroleum
Refiners Association. Mr. Baum earned his BA degree in Business Administration
from Drake University in 1958.
[PHOTO 2]
BRUCE S. CHELBERG DIRECTOR SINCE 1988
Chairman and Chief Executive Officer
Whitman Corporation
Mr. Chelberg, 61, received his BS degree from the
University of Illinois in 1956 and an LLB degree from the
University of Illinois College of Law in 1958. From 1958 to
1981 he was employed by Trans Union Corporation, where he
attained the position of President and Chief Operating
Officer and director. Mr. Chelberg joined Whitman
Corporation in 1982 as Senior Vice President-International.
After holding a number of other positions, he became Executive Vice President of
the Company in 1985 and Chairman and Chief Executive Officer in 1992. Mr.
Chelberg is a director of First Midwest Bancorp, Inc., Northfield Laboratories
Inc. and Snap-on Incorporated, and is a member of the Board of Higher Education
for the State of Illinois. He is also a member of the Illinois State Bar
Association.
[PHOTO 3]
RICHARD G. CLINE DIRECTOR SINCE 1987
Retired Chairman and
Chief Executive Officer
NICOR Inc.
Mr. Cline, 61, served as President and Chief Operating
Officer of NICOR Inc. since 1985, and became Chairman of the
Board and Chief Executive Officer in 1986. He retired as
Chief Executive officer in May, 1995 and continued to serve
as Chairman until his retirement from the company at the end
of 1995. NICOR is a diversified holding company with
subsidiaries engaged in natural gas distribution and containerized liner
shipping. For the previous 22 years, Mr. Cline was an executive of Jewel
Companies, Inc. He was elected President of Jewel's Osco Drug, Inc. subsidiary
in 1970, President, Chief Operating Officer and a director of Jewel in 1980, and
Chairman, President and Chief Executive Officer in 1984. He resigned in 1985
following Jewel's acquisition by another company. He is a director of Kmart
Corporation and Central DuPage Health System, and is a past chairman of the
Federal Reserve Bank of Chicago. Mr. Cline is a 1957 graduate of the University
of Illinois, and he is a director and past president of the University of
Illinois Foundation.
2
<PAGE>
[PHOTO 4]
JAMES W. COZAD DIRECTOR SINCE 1986
Retired Chairman and
Chief Executive Officer
Whitman Corporation
Mr. Cozad, 69, served as Chairman and Chief Executive
Officer of Whitman Corporation from January 1, 1990, until
his retirement in May, 1992. For the previous 20 years he
served as an officer of Amoco Corporation and its
affiliates. He joined Amoco Oil Company in 1969 as Financial
Vice President. He became a Vice President of Amoco
Corporation in 1971, a director in 1976, Executive Vice President in 1978 and
Vice Chairman in 1983. Prior to joining Amoco, he held positions as an officer
of Philip Morris, Inc. and Hygrade Food Products Corporation. Mr. Cozad is also
a director of Eli Lilly and Company, GATX Corporation, Inland Steel Industries,
Inc. and Sears, Roebuck & Co. and is a trustee of Northern Funds. A graduate of
Indiana University, he serves as a director of the Indiana University Foundation
and the Chicago Medical School and as President and a director of the Lyric
Opera of Chicago. Mr. Cozad is also a life trustee of Northwestern Memorial
Hospital.
[PHOTO 5]
PIERRE S. DU PONT DIRECTOR SINCE 1990
Richards, Layton & Finger, P.A.
Governor du Pont, 61, is a member of the law firm of
Richards, Layton & Finger, P.A., Wilmington, Delaware. A
1956 graduate of Princeton University, he served in the U.S.
Navy from 1957-1960 and received his law degree from Harvard
University in 1963. After six years in business with E.I. du
Pont de Nemours & Co., Inc., he entered politics in 1968,
serving in the Delaware House of Representatives
(1968-1970), as a member of the U.S. House of
Representatives (1971-1977), and as Governor of the State of
Delaware (1977-1985). He is a trustee of The Northwestern Mutual Life Insurance
Company and a director of Louisiana-Pacific Corporation. Governor du Pont served
as Chairman of the Hudson Institute in 1985-1986 and currently serves as Policy
Chairman of the National Center for Policy Analysis.
[PHOTO 6]
ARCHIE R. DYKES DIRECTOR SINCE 1985
Chairman
Capital City Holdings Inc.
Dr. Dykes, 65, is Chairman of Capital City Holdings
Inc., Nashville, Tennessee, a venture capital organization.
Dr. Dykes served as Chairman and Chief Executive Officer of
the Security Benefit Group of Companies from 1980 through
1987. He served as Chancellor of the University of Kansas
from 1973 to 1980. Before that he was Chancellor of the
University of Tennessee. Dr. Dykes is a director of the
Fleming Companies, Inc., Bradford Capital Partners and the Employment
Corporation. He is also a member of the Board of Trustees of the Kansas
University Endowment Association and the William Allen White Foundation. He
formerly served as Vice Chairman of the Commission on the Operation of the
United States Senate and as a member of the Executive Committee of the
Association of American Universities.
3
<PAGE>
[PHOTO 7]
JAROBIN GILBERT, JR. DIRECTOR SINCE 1994
President and Chief Executive Officer
DBSS Group, Inc.
Mr. Gilbert, 50, is President and Chief Executive
Officer of DBSS Group, Inc., a management, planning and
international trade advisory firm which he founded in 1992.
Between 1990 and 1992, he was an independent consultant
concentrating in advisory services, trade consulting and
negotiations. During the previous 12 years, he served in
several executive capacities with National Broadcasting
Company, including Vice President Planning and Development-NBC Sports, Vice
President-Olympics, and Vice President, NBC Television Network and Assistant to
the Chief Operating Officer. He is a director of the Woolworth Corporation and
the Atlantic Mutual Companies. Mr. Gilbert also serves on the Board of Trustees
of the United States Olympic Foundation and the Valley Agency for Youth. He is a
permanent member of the Council on Foreign Relations.
[PHOTO 8]
VICTORIA B. JACKSON DIRECTOR SINCE 1994
President and
Chief Executive Officer
DSS/ProDiesel, Inc.
Ms. Jackson, 41, received her BBA degree from Belmont
University in 1977 and an MBA degree from Vanderbilt
University in 1981. Following graduation from college, she
joined DSS/ProDiesel, a diesel parts remanufacturing and
distribution company based in Nashville, Tennessee, and has
subsequently served as its President and Chief Executive
Officer. Ms. Jackson is also a director of Shoney's, Inc. and a member of the
board of advisors of Stratco. She has previously served as Chairman of
Tennessee's Alcohol and Beverage Commission, as a director of the Association of
Diesel Specialists and as a member of the Board of Directors of the Federal
Reserve Bank of Atlanta.
[PHOTO 9]
DONALD P. JACOBS DIRECTOR SINCE 1988
Dean, J. L. Kellogg
Graduate School of Management
Northwestern University
Dr. Jacobs, 68, is the Gaylord Freeman Distinguished
Professor of Banking and Dean of the J. L. Kellogg Graduate
School of Management of Northwestern University. He has been
a member of the Northwestern faculty since 1957, and chaired
the Finance Department from 1969 until his appointment as
Dean of the Kellogg School in 1975. He also serves as a
director of Unicom Corporation, The First National Bank of Chicago, Hartmarx
Corporation and Unocal Corporation. Dr. Jacobs is a 1949 graduate of Roosevelt
University and received MA and PhD degrees in Economics from Columbia
University.
4
<PAGE>
[PHOTO 10]
CHARLES S. LOCKE DIRECTOR SINCE 1991
Retired Chairman of the Board
and Chief Executive Officer
Morton International, Inc.
Mr. Locke, 67, was Chairman of the Board and Chief
Executive Officer of Morton Thiokol, Inc. from 1980 until
July 1, 1989, when he was elected to corresponding offices
of Morton International, Inc. upon its spin-off from Morton
Thiokol. Morton International is a manufacturer of specialty
chemicals, automotive safety products and salt. Mr. Locke
retired from Morton International in 1994. Mr. Locke is also a director of Avon
Products, Inc., NICOR Inc., Northern Illinois Gas Company, Thiokol Corporation
and the National Merit Scholarship Corporation. He received a BBA degree in 1952
and an MS degree in 1955 from the University of Mississippi.
GENERAL INFORMATION
The Board of Directors of the Company represents the interests of the
shareholders as a whole and is responsible for directing the management of the
business and affairs of the Company, as provided by Delaware law.
The Board of Directors held seven meetings in 1995. All of the directors
attended at least 80% of both Board and Committee meetings, except that Helen
Galland attended 70% of such meetings. Mrs. Galland will retire from the Board
in accordance with the retirement policy applicable to non-employee directors,
as described below, when her term expires at the 1996 Annual Meeting. The Board
of Directors has the following committees:
The EXECUTIVE COMMITTEE of the Board is constituted by the Board of
Directors to act in lieu of the Board and between meetings of the Board. The
Committee consists of Bruce S. Chelberg, Chairman, Richard G. Cline, James W.
Cozad, Donald P. Jacobs and Charles S. Locke. The Executive Committee did not
meet in 1995.
The AUDIT COMMITTEE functions are to review the audit report of the Company
as prepared by its designated certified public accountants, recommend the
selection of a certified public accounting firm each year and review audit and
any non-audit fees paid to the Company's certified public accountants. The audit
reports of the Internal Audit Department are also available for review by the
Committee, and the head of that Department regularly attends Audit Committee
meetings and gives reports to and answers inquiries from the Audit Committee as
required. The Committee reports its findings and recommendations to the Board
for appropriate action. The Audit Committee is composed of the following
directors: Charles S. Locke, Chairman, Pierre S. du Pont, Helen Galland, Jarobin
Gilbert, Jr. and Victoria B. Jackson. During 1995, the Committee held two
meetings.
The MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE is charged with the
responsibility of supervising the Company's compensation policies; management
evaluation and succession planning; administering the Management Incentive
Compensation Plan and the Stock Incentive Plan; reviewing salaries on authority
delegated by the Board; approving salary adjustments except those of the
Chairman of the Company and the Chief Executive Officer of any operating
company; approving significant changes in salaried employee benefits; and
recommending to the Board such other forms of remuneration as it deems
appropriate. The Committee consists of Richard G. Cline, Chairman, James W.
Cozad, Archie R. Dykes and Donald P. Jacobs. During 1995, the Committee held
eight meetings.
The COMMITTEE ON DIRECTORS is charged with the responsibility of presenting
nominations of prospective Board members to the Board of Directors and to
consider other matters pertaining to Board membership, such as meeting dates,
retirement policy and compensation of outside directors. The Committee is
composed of the following directors: Helen Galland, Chairwoman, Richard G.
Cline, Pierre S. du Pont
5
<PAGE>
and Victoria B. Jackson. During 1995, the Committee held one meeting. In
carrying out its responsibilities relative to finding the best qualified persons
to serve as directors, the Committee will consider nominees recommended by other
directors, shareholders and management who present for evaluation by the
Committee appropriate data with respect to the suggested candidate, consisting
of age, business experience, educational background, current directorships,
involvement in legal proceedings during the last five years which are material
to evaluation of the integrity of the candidate, and an indication of the
willingness of the candidate to serve as a director. Each recommendation should
be sent to the Secretary of the Company prior to December 1 of each year.
The FINANCE AND PENSION COMMITTEE supervises the financial affairs of the
Company and receives and reviews reports of the Management Committee for the
Company's pension plans. The Board has delegated to the Finance and Pension
Committee and certain officers its authority to approve financing arrangements
involving the borrowing of up to $100 million in any one transaction. It
periodically reports to the Board of Directors of action taken to approve
financing transactions in excess of $25 million. The Committee consists of
Donald P. Jacobs, Chairman, Archie R. Dykes, Jarobin Gilbert, Jr. and Charles S.
Locke. During 1995, the Committee held two meetings.
Directors who are not employees of the Company receive an annual retainer of
$24,000, plus $1,000 for each meeting of the Board and $600 for each Board
Committee meeting attended. The Chairman of each Board Committee is paid an
additional $5,000 annual retainer. Non-employee directors also receive a
supplemental retainer consisting of 500 shares of the Company's Common Stock,
plus the equivalent fair market value of such shares in cash.
The Company has established a director emeritus program for eligible
non-employee directors. Upon the retirement of an eligible director (mandatory
after the term in which the director attains age 70) who agrees to be available
to render advice at the pleasure of the Board, such director will be designated
as a director emeritus and, depending upon length of service as a director, is
paid a retainer of $5,000 per calendar quarter up to a maximum of 40 quarters.
In the event of the death of a director who is participating in or who is
otherwise eligible for this program, such payments are made to the director's
surviving spouse.
PRINCIPAL SHAREHOLDERS
As of March 7, 1996, no person was known by the Company to be the beneficial
owner of more than 5% of the Company's Common Stock, except as set forth below.
The information below is contained in statements on Schedule 13G filed by The
Capital Group Companies, Inc., Cooke & Bieler, Inc. and Southeastern Asset
Management, Inc., respectively, with the Securities and Exchange Commission,
reflecting their shareholdings as of December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OWNERSHIP OF CLASS
- ----------------------------------------------- ------------------- ------------
<S> <C> <C>
The Capital Group Companies, Inc. (1)
333 South Hope Street
Los Angeles, California 90071.................. 6,106,400 5.8 %
Cooke & Bieler, Inc. (2)
1700 Market, Suite 3222
Philadelphia, Pennsylvania 19103............... 6,091,300 5.8 %
Southeastern Asset Management, Inc. (3)
6075 Poplar Avenue
Suite 900
Memphis, Tennessee 38119....................... 9,793,843 9.3 %
</TABLE>
6
<PAGE>
- ------------------------
(1) The Capital Group Companies, Inc. had sole voting power as to 2,596,400
shares and sole dispositive power as to all shares held by it.
(2) Cooke & Bieler, Inc. had sole voting power as to 5,018,400 shares, sole
dispositive power as to 5,983,000 shares, and no voting power or dispositive
power as to the remainder of the shares held by it.
(3) Southeastern Asset Management, Inc. had sole voting power and sole
dispositive power as to 8,160,043 shares, shared voting power and shared
dispositive power as to an additional 1,520,000 shares, and no voting power
or dispositive power as to 113,800 shares.
SECURITIES OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of March 7, 1996, by each director and nominee for
director of the Company, by each executive officer named below, and by all
directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OR IDENTITY OF GROUP OWNERSHIP CLASS
- --------------------------------------------- ------------- -----------
<S> <C> <C>
Herbert M. Baum.............................. 1,500 *
Bruce S. Chelberg............................ 561,702(a) *
Richard G. Cline............................. 4,750 *
James W. Cozad............................... 369,687(a) *
Pierre S. du Pont............................ 2,300 *
Archie R. Dykes.............................. 4,839 *
Helen Galland................................ 7,547 *
Jarobin Gilbert, Jr.......................... 1,300 *
Victoria B. Jackson.......................... 1,100 *
Donald P. Jacobs............................. 3,313 *
Charles S. Locke............................. 3,000 *
Thomas L. Bindley............................ 190,675(a) *
Gerald A. McGuire............................ 150,321(a) *
John R. Moore................................ 254,915(a) *
J. Larry Vowell.............................. 45,168(a) *
All Directors and Executive
Officers as a Group (19 persons)............ 1,929,687(b) 1.83 %
</TABLE>
- ------------------------
*Less than 1%.
(a) Includes shares which the named director or executive officer has the right
to acquire within 60 days after March 7, 1996, through exercise of stock
options, as follows: Mr. Chelberg, 318,533 shares; Mr. Cozad, 183,000
shares; Mr. Bindley, 160,733 shares; Mr. McGuire, 137,100 shares; Mr. Moore,
139,708 shares; and Mr. Vowell, 35,000 shares.
(b) The number of shares of Common Stock shown as beneficially owned include
1,193,805 shares which directors and executive officers have the right to
acquire within 60 days following March 7, 1996, through the exercise of
stock options, 89,839 shares subject to possible forfeiture under
outstanding Restricted Stock Awards, and 642 shares representing the vested
beneficial interest of such persons under the Company's Retirement Savings
Plan.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below shows annual and long term compensation for each of the
Company's five most highly compensated executive officers for services in all
capacities to the Company and its subsidiaries during 1993, 1994 and 1995.
Compensation, as reflected in this table and the tables on stock options which
follow, is presented on the basis of rules of the Securities and Exchange
Commission and does not, in the case of certain stock-based awards or accruals,
necessarily represent the amount of compensation realized or which may be
realized in the future.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------------------
AWARDS
--------------------------
SECURITIES ALL OTHER
ANNUAL COMPENSATION UNDER- COMPENSATION ($)(A)
------------------------------------------------------ RESTRICTED LYING ---------------------
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTIONS
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDS ($)(B) (#)
- ------------------------- --------- ----------- ----------- ----------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce S. Chelberg 1995 629,167 575,000 18,214 219,600 48,600 98,165
Chairman and Chief 1994 585,417 575,000 12,606 185,938 38,300 92,385
Executive Officer 1993 548,333 575,000 13,025 207,514 47,600 78,275
Thomas L. Bindley 1995 396,042 280,000 15,077 108,000 23,900 44,501
Executive Vice President 1994 377,500 280,000 9,702 90,625 18,700 42,586
1993 360,208 280,000 12,440 101,723 23,300 17,186
Gerald A. McGuire 1995 321,500 285,000 10,450 95,400 21,100 34,531
Corporate Vice 1994 306,250 254,000 10,477 78,125 16,000 34,580
President;
President and Chief 1993 289,625 270,000 9,865 84,091 19,400 25,418
Executive Officer,
Pepsi-Cola General
Bottlers, Inc.
John R. Moore 1995 337,000 245,000 13,580 84,600 18,600 32,952
Corporate Vice 1994 319,000 212,000 14,502 70,313 14,600 24,252
President;
President and Chief 1993 303,167 85,000 14,733 74,597 17,100 23,890
Executive Officer, Midas
International
Corporation
J. Larry Vowell 1995 282,500 195,000 12,421 91,800 20,300 25,240
Corporate Vice 1994 267,166 138,000 11,857 73,438 15,200 31,629
President;
President and Chief 1993 251,080 260,000 8,392 78,665 18,100 21,645
Executive Officer,
Hussmann Corporation
</TABLE>
- ------------------------
(a) The amounts shown for All Other Compensation are amounts accrued under a
nonqualified retirement plan, together with, in the case of Messrs. Chelberg
and Bindley, premiums paid by the Company for term life insurance as
follows: Mr. Chelberg, $25,915 (1995), $22,755 (1994) and $19,875 (1993);
Mr. Bindley, $3,935 (1995), $3,130 (1994) and $2,570 (1993).
(b) The number of shares of restricted stock and the market value thereof held
by Messrs. Chelberg, Bindley, McGuire, Moore and Vowell at December 31,
1995, was as follows: Mr. Chelberg, 25,234 shares ($586,691); Mr. Bindley,
12,367 shares ($287,533); Mr. McGuire, 10,700 shares ($248,775); Mr. Moore,
9,534 shares ($221,666) and Mr. Vowell, 10,168 shares ($236,406). Such
shares vest ratably over a period of three years. However, as explained in
the Report of Management Resources and Compensation Committee on Executive
Compensation beginning on page 11, vesting of restricted stock may be
deferred from year to year if the performance criteria under the Company's
Long Term Performance Compensation Program are not met. Dividend equivalents
are paid on restricted stock at the times and in the same amounts as
dividends paid to all shareholders.
8
<PAGE>
OPTION/SAR GRANTS IN 1995
Set forth below is information on stock options granted in 1995 to the
executive officers named in the Summary Compensation Table under the Company's
Stock Incentive Plan. No SARs were granted.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENTAGE OF ASSUMED ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM (B)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------------
NAME GRANTED (#)(A) 1995 ($/SH) DATE 5% ($) 10% ($)
- ----------------------- --------------- ----------------- ------------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Bruce S. Chelberg...... 48,600 5.3 18.25 5/4/05 557,782 1,413,570
Thomas L. Bindley...... 23,900 2.6 18.25 5/4/05 274,300 695,155
Gerald A. McGuire...... 21,100 2.3 18.25 5/4/05 242,165 613,715
John R. Moore.......... 18,600 2.0 18.25 5/4/05 213,472 541,000
J. Larry Vowell........ 20,300 2.2 18.25 5/4/05 232,983 590,446
All Shareholders....... N/A N/A N/A N/A 1,205,346,343 3,054,692,317
</TABLE>
- ------------------------
(a) All options were granted at a price equal to 100% of the fair market value
of the Company's Common Stock at date of grant, which was May 4, 1995.
Options become exercisable as to 1/3 on the first anniversary of the date of
grant, 2/3 on the second anniversary, and in full on the third anniversary.
(b) The dollar amounts under these columns are the result of calculations at the
5% and 10% assumed annual growth rates mandated by the Securities and
Exchange Commission and, therefore, are not intended to forecast possible
future appreciation, if any, in the Company's stock price. The calculations
were based on the Exercise Price of $18.25 per share and the 10-year term of
the options.
No gain to the optionees is possible without an increase in stock price,
which will benefit all shareholders proportionately. The last line in the
table shows the potential gain to all shareholders if they had purchased
their stock on May 4, 1995, at a price of $18.25 per share, and held their
stock for 10 years.
AGGREGATED OPTION/SAR EXERCISES IN 1995 AND YEAR-END OPTION/SAR VALUES
The following table contains information on stock options exercised during
1995 and stock options held at the end of 1995 by the executive officers named
in the Summary Compensation Table.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS HELD AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1995 (#) DECEMBER 31, 1995 ($)(A)
ACQUIRED ON VALUE REALIZED -------------------------------- ----------------------------
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ -------------- --------------- --------------- -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Bruce S. Chelberg............. -- -- 273,700 90,000 2,894,399 589,796
Thomas L. Bindley............. -- -- 138,767 44,133 1,364,736 289,015
Gerald A. McGuire............. -- -- 118,267 38,233 1,261,619 248,809
John R. Moore................. -- -- 122,942(b) 34,033 1,311,416 221,824
J. Larry Vowell............... 24,436 149,778 17,133 36,467 155,207 236,578
</TABLE>
- ------------------------
(a) Based on the closing price of the Company's Common Stock ($23.25) on
December 29, 1995, as reported for New York Stock Exchange Composite
Transactions.
(b) Includes tandem stock appreciation rights covering 3,175 shares.
PENSION PLANS
The Company maintains qualified, defined benefit pension plans and
nonqualified retirement plans paying monthly benefits in optional forms elected
by the employee based upon percentage multipliers which are applied to Covered
Compensation and Credited Service. The pension plans and related nonqualified
plans were amended effective January 1, 1992, to reinstate benefit accruals that
were frozen for most employees as of December 31, 1988, when the Company changed
its benefit plan structure. The revised benefit formulas provide a normal
retirement benefit of 1% of Covered Compensation for each year of
9
<PAGE>
Credited Service (excluding 1989-1991), up to a maximum of 20 years. The changes
also include special minimum benefits based on Credited Service accrued through
December 31, 1988, and Covered Compensation at retirement.
The following table reflects future benefits, payable as life annuities upon
retirement, in terms of a range of amounts determined under the special minimum
benefit formulas mentioned above, at representative periods of Credited Service
through December 31, 1988.
PROJECTED MINIMUM ANNUAL PENSION (IN 000'S)
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE AS OF DECEMBER 31, 1988 (2)
COVERED ----------------------------------------------------------------------
COMPENSATION (1) 15 20 25 30 35 40
- ------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$200,000.......... $ 34- 45 $ 45- 58 $ 56- 66 $ 68- 74 $ 79- 84 $ 90- 96
$300,000.......... 51- 68 68- 86 84- 99 101-112 118-126 135-144
$400,000.......... 68- 90 90-115 113-133 135-149 158-168 180-192
$500,000.......... 84-113 113-144 141-166 169-186 197-210 225-240
$600,000.......... 101-135 135-173 169-199 203-223 236-252 270-288
$700,000.......... 118-158 158-202 197-232 236-261 276-294 315-336
$800,000.......... 135-180 180-231 225-265 270-298 315-336 360-384
</TABLE>
- ------------------------
(1) Covered Compensation includes salary and bonus, as shown in the Summary
Compensation Table, averaged over the five consecutive years in which such
compensation is the highest.
(2) The benefits for Messrs. McGuire, Moore and Vowell, who had 38, 23 and 29
years of Credited Service, respectively, at December 31, 1988, may be
derived from the pension table.
The retirement benefits for Messrs. Chelberg and Bindley, who will have 15
and 17 years of Credited Service, respectively, at normal retirement age, will
be determined under the revised benefit formula (1% of Covered Compensation for
up to 20 years of Credited Service). Such benefits are not subject to deduction
for social security or other offset amounts. As of December 31, 1995, Messrs.
Chelberg and Bindley have accrued benefits payable at normal retirement age of
approximately $114,000 and $24,000, respectively.
TERMINATION BENEFITS
In 1995, the Company entered into amended Change in Control Agreements (the
"Agreements"), with the executive officers named in the Summary Compensation
Table and certain other officers. The Agreements, originally adopted in 1985 and
amended and updated from time to time thereafter, were a result of a
determination by the Board of Directors that it was important and in the best
interests of the Company and its shareholders to ensure that, in the event of a
possible change in control of the Company, the stability and continuity of
management would continue unimpaired, free of the distractions incident to any
such change in control.
For purposes of the Agreements, a "change in control" includes (i) a
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company's
common stock would be converted into cash, securities or other property, other
than a transaction in which the proportionate ownership of the common stock of
the Company and the surviving corporation remains substantially unchanged, (ii)
a shareholder approved plan or proposal for the liquidation of the Company,
(iii) the acquisition by any person of 25% or more of the Company's voting
securities, (iv) over a two-year period, persons who are directors of the
Company cease to constitute a majority of the Board, unless the new directors
were approved by a two-thirds vote of the continuing directors, or, for certain
officers, (v) the sale or other disposition of a majority of the stock or of all
or substantially all of the assets of a significant subsidiary of the Company in
one or more transactions.
10
<PAGE>
Benefits are payable under the Agreements only if a change in control has
occurred and within three years thereafter the officer's employment is
terminated involuntarily without cause or voluntarily by the officer for reasons
such as demotion, relocation, loss of benefits or other changes. The principal
benefits to be provided to officers under the Agreements are (i) a lump sum
payment equal to three years' compensation (base salary and incentive
compensation), and (ii) continued participation in the Company's employee
benefit programs or equivalent benefits for three years following termination.
If the officer's termination occurs after age 62, separation payments are
reduced by a factor based upon the number of months remaining until the officer
reaches age 65. The Agreements provide that, if separation payments thereunder,
either alone or together with payments under any other plan of the Company,
would constitute a "parachute payment" as defined in the Federal Internal
Revenue Code and subject the officer to the excise tax imposed by Section 4999
of the Code, the Company shall pay such tax and any taxes on such payment.
The Agreements are not employment agreements, and do not impair the right of
the Company to terminate the employment of the officer with or without cause
prior to a change in control, or, absent a potential or pending change in
control, the right of the officer to voluntarily terminate his employment.
REPORT OF MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION
The Management Resources and Compensation Committee of the Board of
Directors of the Company (the "Committee") consists of four non-employee
directors. The general responsibilities of the Committee are described on page 5
of this proxy statement.
INTRODUCTION
Most of the Company's compensation programs and executive compensation plans
have been in effect for many years. The Committee's responsibilities include
authorizing and evaluating programs and, where appropriate, establishing
relevant performance criteria. In 1992, the Committee established formal
guidelines aligning executive compensation targets with expected performance
results. However, while the Committee believes that formula-driven plans can
contribute to the profitable growth of the Company and consistent improvement in
returns to shareholders, it is also appropriate to exercise judgment with
respect to an individual executive's compensation to encourage and reward
performance.
Actual and potential awards under the Company's programs and plans as well
as performance criteria vary in proportion to each executive officer's
accountability with respect to policy making and execution. The Company's salary
policies and executive compensation plans are expressly constituted to encourage
and reinforce individual and collective performance leading to increased
shareholder value. The Company's programs also seek to align short and long-term
executive compensation opportunities with the interests of shareholders. The
short term incentive plan focuses on continuous improvement in annual financial
performance. The long term program is designed to reward above average returns
to shareholders through stock price appreciation and dividend growth.
The Committee, with the assistance of executive compensation consultants,
periodically assesses the consistency of the Company's executive compensation
programs with the Committee's guidelines, the Company's business strategy and
general market practices.
SALARIES
Base salaries for executive officers of the Company and its subsidiaries are
determined pursuant to a widely-used job evaluation system which the Company has
had in place for more than 20 years. This system is used to establish salary
ranges for all salaried employees of Whitman and its subsidiaries, including the
executive officers named in the Summary Compensation Table on page 8. Actual
salary ranges are not based exclusively on a formula; nor are companies grouped
to assess comparability according to narrowly defined criteria. Salary ranges
are derived from each position's required skills and responsibilities and
averages of salary levels of hundreds of positions and comparable companies in
numerous databases generated by outside consultants. Numerous criteria such as
financial performance, revenues and diversity affect comparability. Many
databases and combinations of databases consisting of similar companies are used
for all
11
<PAGE>
salaried and executive positons at the Company and its subsidiaries. The
databases used for compensation purposes may or may not include the companies
included in the S&P Diversified Manufacturing Index, which is used in the
performance graph on page 14 to evaluate shareholder return.
Generally, the performance of each executive officer is evaluated annually
and salary adjustments are based on various factors including personal
performance, current position in the relevant salary range and comparator
company data. Accordingly, the Committee does not have a general policy to set
salaries of executive officers at any specific level within the salary range for
the particular position. The Committee approves salary actions for approximately
34 key corporate and operating company officers. In the case of Mr. Chelberg and
the subsidiary company Presidents, the Board of Directors approves specific
salary adjustments upon recommendation of the Committee. In determining the
amount of Mr. Chelberg's salary increase in 1995, the Committee considered
competitive salary data, the fact that Mr. Chelberg's salary was below the
midpoint of the salary range established for the Chairman and Chief Executive
Officer of the Company, contributions of a strategic nature made by Mr. Chelberg
to improve productivity and encourage investments to enhance long term growth,
and the excellent results reported by the Company in 1994. Mr. Chelberg's salary
remains below the midpoint of the salary range for his position.
MANAGEMENT INCENTIVE COMPENSATION PLAN
The executive officers named in the Summary Compensation Table, together
with 115 additional executives of the Company and its subsidiaries, participate
in the Management Incentive Compensation Plan. Target amounts payable under this
Plan are established annually pursuant to the Company's job evaluation system
and are proportionate to each participant's accountability for business plans of
the Company or a subsidiary. The actual value of compensation earned is based
primarily on a formula which relates the target amounts and objectives
established by the Committee to corporate and subsidiary financial results and,
except for Mr. Chelberg, individual performance objectives. For Whitman
corporate executives, the financial performance measurement is budgeted earnings
per share (exceeded in 1995); for subsidiary company executives, the financial
performance measurement is budgeted operating income (exceeded in 1995 by Pepsi
and Midas and not met by Hussmann). The percentage of the target amount related
to attainment of financial objectives is 100% for Mr. Chelberg, and 60% for the
other executive officers named in the Summary Compensation Table with the
balance related to individual performance objectives. The 1995 incentive
compensation for Mr. Chelberg was based upon the fact that the earnings per
share performance objective set under this Plan was exceeded.
LONG TERM PERFORMANCE COMPENSATION PROGRAM
In June, 1992, the Board of Directors of the Company, upon recommendation of
the Committee, approved a new Long Term Performance Compensation Program ("Long
Term Program"). The Long Term Program is designed to establish performance
criteria for the award by the Committee of restricted stock and stock options to
senior executives of the Company, including those named in the Summary
Compensation Table, under the Company's Stock Incentive Plan. The value of
compensation available through the Long Term Program is based on target amounts
(expressed in dollars) that will be earned by participants if the Company's
cumulative total return to shareholders over multiple-year measuring periods is
at the 60th percentile of the S&P 500. Values range from 50% of the target
amount for performance equal to the average performance of the S&P 500 to a
maximum of 200% of the target amount for performance at the 80th percentile or
above.
Performance cycles under the Long Term Program are 12 months' of rolling
three-year periods ending on each March 31. The shareholder returns for such
performance cycles are not precisely comparable to the comparative returns
reflected in the performance graph because the graph utilizes calendar years.
However, the shareholder return assumptions are the same.
12
<PAGE>
Following the performance measurement period ending March 31, 1995,
shareholder return for the period relative to the S&P 500 resulted in awards
valued at 50% of target. Award values were converted into restricted stock and
stock options for 36 senior executives of the Company and its subsidiaries and
into stock options for an additional 85 executives. Restricted stock so awarded
vests ratably over a three-year period beginning on the first anniversary of the
award, subject to continued performance equal to or exceeding the average of the
S&P 500, failing which the vesting of such restricted stock will be deferred on
a year-by-year basis. Stock options vest over the same three-year period without
regard to future performance.
TAX LAW CHANGES IN DEDUCTIBILITY
The Omnibus Budget Reconciliation Act of 1994 signed by President Clinton on
August 10, 1993, added Section 162(m) to the Internal Revenue Code. That Section
limits the deductibility of compensation paid or accrued by the Company to the
five most highly compensated employees in excess of $1 million, unless certain
forms of compensation meet certain performance or other criteria mandated by
law. Final regulations implementing Section 162(m) were issued on December 19,
1995. The criteria for preserving compensation deductibility are quite complex
and could limit the effectiveness of one or more of the Company's compensation
programs or overall compensation strategy if followed literally in their present
form.
Mr. Chelberg deferred a portion of his 1995 compensation and intends to
defer a portion of his projected 1996 compensation. As a result, it is not
anticipated that compensation received by Mr. Chelberg or any of the other
executive officers named in the Summary Compensation Table in 1995 or 1996 will
not be deductible for tax purposes by reason of the limitations imposed by
Section 162(m). The Committee has not made any determination with respect to the
Company's total compensation program as it may be affected by these tax law
changes for future years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The name of each person who served as a member of the Committee in 1995 is
set forth below. There are no compensation committee interlocks. Mr. Cozad
became a member of the Committee in May, 1992, following his retirement as
Chairman and Chief Executive Officer of the Company.
Richard G. Cline, Chairman
James W. Cozad
Archie R. Dykes
Donald P. Jacobs
13
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a graph which compares the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock over the
past five years to the cumulative total return of the S&P 500 Composite Index
and the S&P Index of Diversified Manufacturing Companies.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE 5-YEAR TOTAL
RETURNS
<S> <C> <C> <C>
Whitman Corp. S&P Diversified Mfg. S& P 500
12/31/90 100 100 100
12/31/91 171.45 130.47 122.58
12/31/92 192.52 140.41 132.86
12/31/93 216.1 161.3 154.57
12/31/94 233.98 166.96 156.61
12/31/95 321.09 235.11 215.45
</TABLE>
Shareholder returns in the above performance graph assumes reinvestment of
all dividends. Shareholder returns for Whitman further assume that the shares of
Pet Incorporated, which were distributed to shareholders in the second quarter
of 1991, were sold and the proceeds reinvested in Whitman Common Stock at the
end of the quarter in which such shares were distributed.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors, acting upon the recommendation of the Audit
Committee, has appointed, subject to ratification by the shareholders at the
forthcoming Annual Meeting, the firm of KPMG Peat Marwick LLP as independent
certified public accountants to audit the financial statements of the Company
for the year 1996. The total fees for services, including certain non-audit
services, paid to that firm in 1995 were approximately $1.1 million.
Representatives of KPMG Peat Marwick LLP, who have been the Company's
auditors since 1973, are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so. In addition, such
representatives are expected to be available to respond to appropriate
questions.
Should the shareholders fail to ratify the appointment of KPMG Peat Marwick
LLP, the Board of Directors will consider this an indication to select other
auditors for the following year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
14
<PAGE>
OTHER MATTERS
The matters referred to in the Notice of Annual Meeting and in this proxy
statement are, to the knowledge of management, the only matters which will be
presented for consideration at the meeting. If any other matters should properly
come before the meeting, the persons appointed by the accompanying proxy will
vote on such matters in accordance with their best judgment pursuant to the
discretionary authority granted in the proxy.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation of proxies by use of the mails, some of the officers, directors
and regular employees of the Company and its subsidiaries, none of whom will
receive additional compensation therefor, may solicit proxies in person or by
telephone, telegraph or other means. Solicitation will also be made by employees
of Kissel-Blake Inc., which firm will be paid a fee of $8,500, plus expenses. As
is customary, the Company will, upon request, reimburse brokerage firms, banks,
trustees, nominees and other persons for their out-of-pocket expenses in
forwarding proxy materials to their principals.
SHAREHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
From time to time, shareholders present proposals which may be proper
subjects for inclusion in the proxy statement and for consideration at the
Annual Meeting. To be considered, proposals must be submitted on a timely basis.
Proposals for the 1997 Annual Meeting must be received by the Company no later
than November 22, 1996. Any such proposals, as well as any questions related
thereto, should be submitted in writing to the Secretary of the Company.
By order of the Board of Directors.
WILLIAM B. MOORE
Secretary
Rolling Meadows, Illinois
March 22, 1996
15
<PAGE>
WHITMAN CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS -- MAY 2, 1996
PROXY
The undersigned hereby constitutes and appoints Bruce S. Chelberg, Thomas L.
Bindley and William B. Moore, and each of them, his true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned at
the Annual Meeting of Shareholders of Whitman Corporation to be held in the
First Chicago Center, One First National Plaza, Dearborn and Madison Streets,
Chicago, Illinois on Thursday, May 2, 1996, and at any adjournments thereof, on
all matters coming before said meeting.
Election of Directors, Nominees: (Change of Address/Comments)
Herbert M. Baum, Bruce S. Chelberg, ------------------------------
Richard G. Cline, James W. Cozad,
Pierre S. du Pont, Archie R. Dykes, ------------------------------
Jarobin Gilbert, Jr., Victoria B. Jackson,
Donald P. Jacobs, Charles S. Locke. ------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
This Proxy also serves as a voting instruction card to the Trustee for shares,
if any, held in the trust for the Company's Retirement Savings Plan.
SHAREHOLDERS ARE REQUESTED TO MARK, DATE AND SIGN THIS PROXY ON THE REVERSE
SIDE, AND TO RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
----------------
SEE REVERSE SIDE
----------------
<PAGE>
PLEASE MARK YOUR
/X/ VOTES AS IN THIS 7802
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION TO THE CONTRARY IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION
OF DIRECTORS AND FOR PROPOSAL 2 .
- ---------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1 and 2.
- ---------------------------------------------------------------
FOR WITHHELD
1. Election of Directors. / / / /
(see reverse)
FOR AGAINST ABSTAIN
2. Ratification of independent / / / / / /
accountants.
For, except vote withheld from the following:
- -------------------------------------------
- -------------------------------------------
SPECIAL ACTION
- -------------------------------------------
Change of Address/
Comments / /
Discontinue Annual Report
Mailing for this Account / /
Will Attend Annual Meeting / /
- -------------------------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- --------------------------------------------------------------------------------
, 1996
- --------------------------------------------------------------------------------
SIGNATURE(S) DATE
<PAGE>
PLEASE MARK YOUR
/X/ VOTES AS IN THIS 7802
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION TO THE CONTRARY IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION
OF DIRECTORS AND FOR PROPOSAL 2 .
- ---------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1 and 2.
- ---------------------------------------------------------------
FOR WITHHELD
1. Election of Directors. / / / /
(see reverse)
FOR AGAINST ABSTAIN
2. Ratification of independent / / / / / /
accountants.
For, except vote withheld from the following:
- -------------------------------------------
- -------------------------------------------
SPECIAL ACTION
- -------------------------------------------
Change of Address/
Comments / /
Discontinue Annual Report
Mailing for this Account / /
Will Attend Annual Meeting / /
- -------------------------------------------
SECOND REQUEST
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- --------------------------------------------------------------------------------
, 1996
- --------------------------------------------------------------------------------
SIGNATURE(S) DATE
