<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 Section240.14a-11(c) or
Section240.14a-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/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(4) Date Filed:
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<PAGE>
[LOGO]
Whitman Corporation
3501 Algonquin Road
Rolling Meadows, Illinois
60008
Bruce S. Chelberg
Chairman and
Chief Executive Officer
March 20, 1998
Dear Shareholder:
We are pleased to invite you to attend the 1998 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,
April 30, 1998, 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 item of business at the meeting will be the election
of directors. We will also report to you at the meeting on the
business and affairs of the Company.
Our Annual Report for 1997 accompanies this statement.
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, April 30, 1998, at 10:30 a.m., Central
Time, for the following purposes:
1. To elect nine directors of the Company; and
2. To act upon such other matters as may properly come before the meeting.
The close of business on March 10, 1998, 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 20, 1998
<PAGE>
WHITMAN CORPORATION
3501 Algonquin Road, Rolling Meadows, Illinois 60008
Proxy Statement
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1998
This proxy statement, which is first being mailed to shareholders on or
about March 20, 1998, 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 April 30, 1998, 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 10, 1998, the
record date for determination of the shareholders of the Company entitled to
notice of and to vote at the Annual Meeting, 100,634,523 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 a proposal, proxies will be voted as to such proposal in accordance
with the recommendation of the Board of Directors set forth in this proxy
statement. The election of directors 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 is required for approval 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
Nine 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 1998 Annual Meeting.
1
<PAGE>
[PHOTO 1]
HERBERT M. BAUM DIRECTOR SINCE 1995
Chairman and Chief Executive Officer
Quaker State Corporation
Mr. Baum, 61, 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, Dial Corporation, Meredith Corporation and
Midas, Inc. He is past chairman of the Association of National Advertisers, as
well as a member of the Board of Directors of the American Marketing Association
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, 63, 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, 63, 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 engaged in natural gas distribution and
containerized liner shipping. For the previous 22 years, Mr. Cline was an
executive of Jewel Companies, Inc., becoming Chairman, President and Chief
Executive Officer in 1984. Currently, Mr. Cline is Chairman of the Board of
Hussmann International, Inc., which Whitman spun off to shareholders in January,
1998. He is also Chairman of Hawthorne Investors, Inc., a private management
advisory and investment firm he founded in 1996. Additionally, he is a director
of Kmart Corporation, Ryerson Tull, Inc. and Central DuPage Health System, a
trustee of The Benchmark Funds, 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]
PIERRE S. DU PONT DIRECTOR SINCE 1990
Richards, Layton & Finger, P.A.
Governor du Pont, 63, is a director in 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 5]
ARCHIE R. DYKES DIRECTOR SINCE 1985
Chairman
Capital City Holdings Inc.
Dr. Dykes, 67, 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., Hussmann International, Inc., Midas, Inc. 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.
[PHOTO 6]
CHARLES W. GAILLARD DIRECTOR SINCE 1997
President
General Mills, Inc.
Mr. Gaillard, 57, has spent his entire professional
career with General Mills. After obtaining degrees from
Dartmouth College and Harvard Business School, he joined
General Mills in 1966 and subsequently served in various
food marketing management positions, becoming Executive Vice
President in 1989. From 1989 to 1993, he was Chief Executive
Officer of an international joint venture with Nestle, S.A.
He was elected President of General Mills in 1995, and also serves as a director
of the company. Mr. Gaillard is a member of the Productivity Council of the
Grocery Manufacturers of America and serves on the Board of the Carlson School
of Management of the University of Minnesota and the Minnesota Orchestra.
3
<PAGE>
[PHOTO 7]
JAROBIN GILBERT, JR. DIRECTOR SINCE 1994
President and Chief Executive Officer
DBSS Group, Inc.
Mr. Gilbert, 52, 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 Midas, Inc., Woolworth
Corporation and the Atlantic Mutual Companies. Mr. Gilbert also serves on the
Board of Directors of the American Council on Germany and the Valley Agency for
Youth. He is a permanent member of the Council on Foreign Relations.
[PHOTO 8]
VICTORIA J. GREGORICUS DIRECTOR SINCE 1994
President and
Chief Executive Officer
DSS/ProDiesel, Inc.
Mrs. Gregoricus, 43, 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. Mrs. Gregoricus is also a director of Hussmann International, Inc., J.
H. Heafner Company and AmSouth Bancorporation 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 10]
CHARLES S. LOCKE DIRECTOR SINCE 1991
Retired Chairman of the Board
and Chief Executive Officer
Morton International, Inc.
Mr. Locke, 69, 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 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 is also a trustee of the Chicago Museum of
Science and Industry. He received a BBA degree in 1952 and an MS degree in 1955
from the University of Mississippi.
4
<PAGE>
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 ten meetings in 1997. All of the directors
attended at least 90% of both Board and Committee meetings, except that Mr.
Locke attended 71% of such meetings. Donald P. Jacobs will retire from the Board
when his term expires at the 1998 Annual Meeting in accordance with the
retirement policy applicable to non-employee directors (mandatory after the term
in which the director attains age 70). 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, Donald P.
Jacobs and Charles S. Locke. The Executive Committee did not meet in 1997.
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, Charles W. Gaillard,
Jarobin Gilbert, Jr. and Victoria J. Gregoricus. During 1997, 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, Herbert M.
Baum, Archie R. Dykes and Donald P. Jacobs. During 1997, 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: Archie R. Dykes, Chairman, Richard G.
Cline, Pierre S. du Pont and Victoria J. Gregoricus. During 1997, the Committee
held two meetings. 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, Herbert M. Baum, Charles W. Gaillard, Jarobin
Gilbert, Jr. and Charles S. Locke. During 1997, the Committee held two meetings.
5
<PAGE>
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. In 1997, non-employee directors also received
a supplemental retainer consisting of 625 shares of the Company's Common Stock,
plus the equivalent fair market value of such shares in cash.
PRINCIPAL SHAREHOLDERS
As of March 10, 1998, 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 relating to Cooke & Bieler, Inc. and Putnam
Investments, Inc. is based upon statements on Schedule 13G filed by Cooke &
Bieler, Inc. and Putnam Investments, Inc., respectively, with the Securities and
Exchange Commission, reflecting their shareholdings as of December 31, 1997. The
information below relating to GAMCO Investors, Inc. et al. is based upon a
statement on Schedule 13D filed with the Securities and Exchange Commission and
dated February 27, 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OWNERSHIP OF CLASS
- ----------------------------------------------- ------------------- ------------
<S> <C> <C>
Cooke & Bieler, Inc. (a)
1700 Market, Suite 3222
Philadelphia, Pennsylvania 19103............... 5,386,800 5.3%
Putnam Investments, Inc. (b)
One Post Office Square
Boston, Massachusetts 02109.................... 7,902,735 7.78%
GAMCO Investors, Inc. (c)
Gabelli Funds, Inc.
Gemini Capital Management Ltd.
Gabelli International Limited
One Corporate Center
Rye, New York 10580............................ 5,536,020 5.45%
</TABLE>
- ------------------------
(a) Cooke & Bieler, Inc. had sole voting power as to 4,472,400 shares, sole
dispositive power as to 5,280,900 shares, and no voting power or dispositive
power as to the remainder of the shares held by it.
(b) Putnam Investments, Inc. has shared voting power with its affiliate, The
Putnam Advisory Company, Inc. as to 378,655 shares, no voting power as to
the remainder of such shares, and shared dispositive power as to all such
shares with The Putnam Advisory Company, Inc. (471,151 shares) and with its
affiliate, Putnam Investment Management, Inc. (7,431,584 shares).
(c) Mario J. Gabelli acts as chief investment officer for these entities or
directly or indirectly controls them. Such entities have sole voting power
and sole dispositive power with respect to the following shares of the
Company's Common Stock, respectively: GAMCO Investors, Inc., 3,773,320 and
3,891,020; Gabelli Funds, Inc., 1,574,000 and 1,574,000; Gemini Capital
Management Ltd., 5,000 and 5,000; and Gabelli International Limited, 66,000
and 66,000.
6
<PAGE>
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 10, 1998, 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.............................. 2,125 *
Bruce S. Chelberg............................ 1,107,370(a) 1.1 %
Richard G. Cline............................. 5,375 *
Pierre S. du Pont............................ 2,925 *
Archie R. Dykes.............................. 5,645 *
Charles W. Gaillard.......................... 1,625 *
Jarobin Gilbert, Jr.......................... 925 *
Victoria J. Gregoricus....................... 1,725 *
Donald P. Jacobs............................. 4,065 *
Charles S. Locke............................. 3,625 *
Thomas L. Bindley............................ 457,060(a) *
Robert C. Cushing............................ 94,662(a) *
All Directors and Executive
Officers as a Group (16 persons)............ 2,326,060(b) 2.31 %
</TABLE>
- ------------------------
*Less than 1%.
(a) Includes shares which the named director or executive officer has the right
to acquire within 60 days after March 10, 1998, through exercise of stock
options, as follows: Mr. Chelberg, 808,945 shares; Mr. Bindley, 396,899
shares; and Mr. Cushing, 77,329 shares. The number of shares subject to
options to purchase the Company's Common Stock held by all officers and
employees of the Company were adjusted following the spin-offs of Hussmann
International, Inc. and Midas, Inc. on January 30, 1998, in accordance with
an Internal Revenue Code formula.
(b) The number of shares of Common Stock shown as beneficially owned include
1,769,891 shares which directors and executive officers have the right to
acquire within 60 days following March 10, 1998, through the exercise of
stock options, 149,505 shares subject to possible forfeiture under
outstanding Restricted Stock Awards, and 2,760 shares representing the
vested beneficial interest of such persons under the Company's Retirement
Savings Plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers to file reports of holdings and transactions in the Company's
Common Stock with the Securities and Exchange Commission. Based upon Company
records and other information, the Company believes that all required reports
were timely filed during the past year with the exception of one report relating
to one transaction by an officer, Robert C. Cushing, which was filed two days
after the filing deadline.
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 1995, 1996 and 1997.
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 1997 725,000 280,000 28,894 716,875 135,200 113,906
Chairman and Chief 1996 679,167 417,000 23,635 881,225 147,900 119,174
Executive Officer 1995 629,167 575,000 18,214 219,600 48,600 98,165
Thomas L. Bindley 1997 434,000 149,000 18,238 328,375 62,100 60,129
Executive Vice President 1996 415,333 236,000 17,686 404,000 68,000 65,673
1995 396,042 280,000 15,077 108,000 23,900 44,501
Robert C. Cushing (c) 1997 270,900 80,000 11,699 242,813 45,800 26,609
Corporate Vice
President;
President, Pepsi-Cola
General Bottlers, Inc.
John R. Moore 1997 366,000 86,000 16,442 254,375 48,100 35,345
Corporate Vice 1996 352,000 100,000 16,182 315,625 53,000 43,976
President;
President and Chief 1995 337,000 245,000 13,580 84,600 18,600 32,952
Executive Officer, Midas
International
Corporation
J. Larry Vowell 1997 345,003 210,000 15,792 277,500 52,200 61,188
Corporate Vice 1996 307,500 265,000 13,550 353,500 59,200 57,504
President;
President and Chief 1995 282,500 195,000 12,421 91,800 20,300 25,240
Executive Officer,
Hussmann Corporation
</TABLE>
- ------------------------
(a) The amounts shown for All Other Compensation are amounts accrued under a
nonqualified retirement plan, together with (1) the 1997 values of premiums
paid by the Company for an executive split dollar life insurance program
established July 1, 1996, to replace benefits formerly provided under the
Company's group program, and (2) in the case of Messrs. Chelberg and
Bindley, premiums paid by the Company for individual term insurance as
follows: Mr. Chelberg, $34,135 (1997), $30,895 (1996), and $25,915 (1995);
Mr. Bindley, $2,793 (1997), $4,933 (1996), and $3,935 (1995).
(b) The number of shares of restricted stock and the market value thereof held
by Messrs. Chelberg, Bindley, Cushing, Moore and Vowell at December 31,
1997, was as follows: Mr. Chelberg, 58,334 shares ($1,520,330); Mr. Bindley,
26,867 shares ($700,221); Mr. Cushing, 15,234 shares ($397,036); Mr. Moore,
20,901 shares ($544,732) and Mr. Vowell, 23,034 shares ($600,324). Such
shares vest ratably over a period of three years. Dividend equivalents are
paid on restricted stock at the times and in the same amounts as dividends
paid to all shareholders. Mr. Moore retired from Midas when Midas, Inc. was
spun off to shareholders in January, 1998. The shares of restricted stock
held by him were fully vested at that time. Mr. Vowell ceased to be an
officer of the Company when Hussmann International, Inc. was spun off to
shareholders concurrently with the spin-off of Midas, Inc. The shares of
restricted stock held by Mr. Vowell at the time of the spin-offs were
forfeited and replaced with shares of restricted stock of equivalent value
of Hussmann International, Inc.
(c) Mr. Cushing became President of Pepsi-Cola General Bottlers, Inc. in March,
1997.
8
<PAGE>
OPTION/SAR GRANTS IN 1997
Set forth below is information on stock options granted in 1997 to the
executive officers named in the Summary Compensation Table under the Company's
Stock Incentive Plan. No SARs were granted.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENTAGE OF ASSUMED ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM (B)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------------
NAME GRANTED (#)(A) 1997 ($/SH) DATE 5% ($) 10% ($)
- ----------------------- -------------- --------------- ----------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Bruce S. Chelberg...... 135,200 6.0 23.0625 5/1/07 1,960,925 4,969,369
Thomas L. Bindley...... 62,100 2.8 23.0625 5/1/07 900,691 2,282,528
Robert C. Cushing...... 45,800 2.0 23.0625 5/1/07 664,278 1,683,410
John R. Moore.......... 48,100 2.1 23.0625 5/1/07 697,637 1,767,948
J. Larry Vowell........ 52,200 2.3 23.0625 5/1/07 757,103 1,918,647
All Shareholders....... N/A N/A N/A N/A 1,473,485,666 3,734,101,978
</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 1, 1997.
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 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 1, 1997, at a price of $23.0625 per share, and held their
stock for 10 years.
AGGREGATED OPTION/SAR EXERCISES IN 1997 AND YEAR-END OPTION/SAR VALUES
The following table contains information on stock options exercised during
1997 and stock options held at the end of 1997 by the executive officers named
in the Summary Compensation Table.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS HELD AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1997 (#) DECEMBER 31, 1997 ($)(A)
ACQUIRED ON VALUE REALIZED -------------------------------- ----------------------------
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ -------------- --------------- --------------- -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Bruce S. Chelberg............. -- -- 396,800 250,000 4,417,514 606,113
Thomas L. Bindley............. -- -- 197,599 115,401 2,122,917 282,540
Robert C. Cushing............. -- -- 22,332 65,668 146,543 165,955
John R. Moore................. 100,000 1,360,877 68,442 89,633 563,368 219,238
J. Larry Vowell (b)........... -- -- 66,566 98,434 504,470 239,065
</TABLE>
- ------------------------
(a) Based on the closing price of the Company's Common Stock ($26.0625) on
December 31, 1997, as reported for New York Stock Exchange Composite
Transactions.
(b) Options held by Mr. Vowell were cancelled and replaced with options of
equivalent value of Hussmann International, Inc. following the spin-off of
Hussmann International, Inc. to shareholders in January, 1998.
PENSION PLANS
The Company maintains qualified, defined benefit pension plans and
nonqualified retirement plans paying 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
9
<PAGE>
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 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 revised benefit
formulas mentioned above, at representative periods of Credited Service.
PROJECTED ANNUAL PENSION
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE (B)
COVERED ----------------------------------------------
COMPENSATION (A) 5 10 15 20 OR MORE
- --------------------------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$400,000..................................... $ 20,000 $ 40,000 $ 60,000 $ 80,000
$600,000..................................... 30,000 60,000 90,000 120,000
$800,000..................................... 40,000 80,000 120,000 160,000
$1,000,000................................... 50,000 100,000 150,000 200,000
$1,200,000................................... 60,000 120,000 180,000 240,000
</TABLE>
- ------------------------
(a) 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.
(b) As of December 31, 1997, Messrs. Chelberg, Bindley and Cushing had 13, 6,
and 11 years of Credited Service, respectively.
The benefit for Mr. Moore, who had 23 years of Credited Service as of
December 31, 1988, is determined under the minimum benefit formula (28% of
Covered Compensation). Such benefits are not subject to deduction for social
security or other offset amounts. As of December 31, 1997, Mr. Moore had an
accrued annual benefit payable at normal retirement age of approximately
$124,000. Mr. Moore retired on January 31, 1998.
The benefit for Mr. Vowell, who had 29 years of Credited Service at December
31, 1988, will be determined under the minimum benefit formula (33.3% of Covered
Compensation). Such benefits are not subject to deduction for social security or
other offset amounts. As of December 31, 1997, Mr. Vowell had an accrued annual
benefit payable at normal retirement age of approximately $176,000.
TERMINATION BENEFITS
In 1995, the Company entered into amended Change in Control Agreements (the
"Agreements"), with Messrs. Chelberg, Bindley, Moore, Vowell and certain other
officers including, subsequently, Mr. Cushing. 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
10
<PAGE>
assets of a significant subsidiary of the Company in one or more transactions.
The spin-offs of Hussmann International, Inc. and Midas, Inc. in January 1998
constituted a change in control of the Company for purposes of the Agreements
held by Messrs. Chelberg and Bindley but not for purposes of the Agreements held
by Messrs. Moore and Vowell, which terminated, or by Mr. Cushing.
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.
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 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 and salary ranges for all salaried employees of Whitman and
its subsidiaries, including the executive officers named in the Summary
Compensation Table on page 8, are determined by combining the results of
periodic market surveys with a widely-used job evaluation system which the
Company has had in place for many years. 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
11
<PAGE>
databases consisting of similar companies are used for all salaried and
executive positions 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 graphs on
pages 13 and 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
37 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 1997, the Committee considered 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 and
market data for chief executive officers of comparable companies, in addition to
his contributions to long term growth and consistent improvements in annual
earnings.
MANAGEMENT INCENTIVE COMPENSATION PLAN
The executive officers named in the Summary Compensation Table, together
with 109 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 (partially met in 1997); for subsidiary company executives, the
financial performance measurement is budgeted operating income (partially met in
1997). 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. Due to the importance of the spin-offs of Hussmann and
Midas to the Company and its shareholders, the Committee based Mr. Chelberg's
1997 incentive compensation upon his leadership with respect to the successful
completion of the spin-offs and earnings per share, which fell below the
performance objectives set under this Plan.
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 graphs because the graphs utilize calendar years.
However, the shareholder return assumptions are the same.
Following the performance measurement period ending March 31, 1997,
shareholder return for the period relative to the S&P 500 resulted in awards
valued at 122.5% 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 102 executives. Restricted stock so
awarded vests ratably over a three-year period beginning on the first
anniversary of the award. Stock options vest over the same three-year period.
12
<PAGE>
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 1997 compensation and intends to
defer a portion of his projected 1998 compensation. As a result, it is
anticipated that most of the compensation received by Mr. Chelberg and all of
the compensation received by the other executive officers named in the Summary
Compensation Table will be deductible for tax purposes notwithstanding 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 serves as a member of the Committee is set forth
below. There are no compensation committee interlocks.
Richard G. Cline, Chairman
Herbert M. Baum
Archie R. Dykes
Donald P. Jacobs
SHAREHOLDER RETURN PERFORMANCE GRAPHS
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>
Cumulative Value $
Whitman Corp. S&P 500 S&P Diversified Mfg.
12/31/92 $100.00 $100.00 $100.00
12/31/93 $112.25 $110.08 $121.40
12/31/94 $121.53 $111.53 $125.66
12/31/95 $166.78 $153.45 $176.96
12/31/96 $166.96 $188.68 $243.86
12/31/97 $193.62 $251.62 $290.39
</TABLE>
13
<PAGE>
In the third quarter of 1990, the Company announced a major restructuring
involving, among other actions, a plan to spin-off to shareholders the Company's
Pet Incorporated subsidiary, which accounted for approximately one-half of the
Company's total sales. The Pet spin-off was completed on April 1, 1991. The
following graph compares the cumulative total return on the Company's Common
Stock to the S&P 500 Composite Index and the S&P Index of Diversified
Manufacturing Companies for the seven-year period commencing January 1, 1991,
and ending December 31, 1997.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE 7-YEAR TOTAL
RETURNS
<S> <C> <C> <C>
Whitman Corp. S&P 500 S&P Diversified Mfg.
12/31/90 $100.00 $100.00 $100.00
12/31/91 $171.45 $130.47 $122.58
12/31/92 $192.52 $140.41 $132.86
12/31/93 $216.10 $154.57 $161.30
12/31/94 $233.98 $156.61 $166.96
12/31/95 $321.09 $215.45 $235.11
12/31/96 $321.44 $264.93 $324.01
12/31/97 $372.76 $353.31 $385.83
</TABLE>
Shareholder returns in the above performance graphs assume 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.
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.
INDEPENDENT PUBLIC ACCOUNTANTS
It is anticipated that the Board of Directors will reappoint the firm of
KPMG Peat Marwick LLP as independent certified public accountants to audit the
financial statements of the Company for the year 1998. Representatives of KPMG
Peat Marwick LLP, who have been the Company's auditors for many years, 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.
14
<PAGE>
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 $9,500, 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 1999 ANNUAL MEETING
From time to time, shareholders present proposals which may be proper
subjects for consideration at the Annual Meeting. To be considered for inclusion
in the proxy statement, proposals must be submitted on a timely basis. Proposals
for the 1999 Annual Meeting, which is expected to be held on April 29, 1999,
must be received by the Company no later than November 20, 1998. In addition,
the Company's By-Laws establish advance notice procedures as to (1) business to
be brought before an annual meeting of shareholders other than by or at the
direction of the Board of Directors, and (2) the nomination, other than by or at
the direction of the Board of Directors, of candidates for election as
directors. Any shareholder who wishes to submit a proposal to be acted upon at
next year's annual meeting or who proposes to nominate a candidate for election
as a director must comply with such procedures. 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 20, 1998
15
<PAGE>
PROXY
WHITMAN CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS -- APRIL 30, 1998
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, April 30, 1998, and at any
adjournments thereof, on all matters coming before said meeting.
<TABLE>
<CAPTION>
Election of Directors, Nominees: (Change of Address/Comments)
<S> <C>
Herbert M. Baum, Bruce S. Chelberg, Richard G. Cline, __________________________
Pierre S. du Pont, Archie R. Dykes, Charles W. Gaillard, __________________________
Jarobin Gilbert, Jr., Victoria J. Gregoricus, Charles S. Locke. __________________________
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card)
</TABLE>
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>
/x/ 7802
Please mark your
votes as in this
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.
The Board of Directors recommends a vote FOR election of directors.
FOR WITHHELD
Election of
Directors.
(see reverse) / / / /
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.
_____________________________________________________________
________________________________________________________,1998
SIGNATURE(S) DATE
