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
FORT JAMES CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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)(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>
[FORT JAMES LOGO]
March 16, 1999
Dear Shareholder:
It is our pleasure to invite you to the Annual Meeting of
Shareholders of Fort James Corporation to be held at 10:30 A.M.
Central Daylight Time on THURSDAY, APRIL 22, 1999, IN THE BOTANIC
GARDENS, 1000 Lake Cook Road, Glencoe, Illinois. Please note that
this is a change in the time and location of the Annual Meeting. A
Notice of this Annual Meeting and a Proxy Statement covering the
business of the meeting are enclosed, along with the Company's Annual
Report to Shareholders for the fiscal year ended December 27, 1998.
During the meeting, time will be provided for a review of operations
for the past year and items of general interest about the Company.
It is important that your shares be represented at the meeting
whether or not you expect to attend; therefore, please promptly sign,
date and return the proxy card in the accompanying postage-paid
envelope, or complete your proxy by telephone.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ MIKE L. MARSH
Miles L. Marsh
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
<PAGE>
----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1999
----------------------------
TO THE SHAREHOLDERS OF
FORT JAMES CORPORATION
Notice is hereby given that the Annual Meeting of Shareholders of Fort
James Corporation ("Fort James" or the "Company") will be held at 10:30 a.m.
Central Daylight Time on Thursday, April 22, 1999, in the Botanic Gardens, 1000
Lake Cook Road, Glencoe, Illinois, for the following purposes:
1. To elect to the Board of Directors eleven persons to serve until the
next Annual Meeting of Shareholders;
2. To consider and vote upon a shareholder proposal, if presented; and
3. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on February 24, 1999
will be entitled to vote at the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED. Even if you
plan to attend the meeting, please vote your shares by proxy, either by dating,
signing and returning the enclosed proxy card in the postage-paid envelope
provided, or by calling the telephone number and following the instructions
provided on your proxy card.
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 27, 1998 is being mailed to you with this Notice and the Proxy
Statement.
You are cordially invited to attend the meeting.
By order of the Board of Directors,
Clifford A. Cutchins, IV
SENIOR VICE PRESIDENT,
GENERAL COUNSEL
AND CORPORATE SECRETARY
March 16, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ABOUT THE MEETING ................................................ 1
Who Can Vote .................................................... 1
How to Vote ..................................................... 1
Recommendation of Board of Directors ............................ 1
Vote Required to Approve Each Item .............................. 1
Revocation of Proxy ............................................. 1
Quorum .......................................................... 2
Solicitation .................................................... 2
THE BOARD OF DIRECTORS ........................................... 3
Information on Nominees ......................................... 3
Board of Directors and Committees ............................... 4
Compensation of Directors ....................................... 4
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS .............. 6
PRINCIPAL SHAREHOLDERS ........................................... 7
EXECUTIVE COMPENSATION ........................................... 8
Report of the Compensation Committee ............................ 8
Employment and Related Agreements ............................... 10
Executive Summary Compensation Table ............................ 11
Stock Options ................................................... 13
Pension Plan .................................................... 14
PERFORMANCE GRAPH ................................................ 16
SHAREHOLDER PROPOSAL ............................................. 17
ADDITIONAL INFORMATION ........................................... 19
Section 16(a) Beneficial Ownership Reporting Compliance ......... 19
Independent Accountants ......................................... 19
Other Matters That May Come Before the Meeting .................. 19
Proposals for 2000 Annual Meeting ............................... 19
Annual Report ................................................... 19
</TABLE>
i
<PAGE>
FORT JAMES CORPORATION
P.O. BOX 89
DEERFIELD, ILLINOIS 60015-0089
PROXY STATEMENT
ABOUT THE MEETING
The Board of Directors of Fort James Corporation ("Fort James" or the
"Company") is soliciting proxies to be voted at the Annual Meeting of
Shareholders to be held at 10:30 a.m. Central Daylight Time on April 22, 1999,
in the Botanic Gardens, 1000 Lake Cook Road, Glencoe, Illinois, and any
adjournment thereof. This Proxy Statement and proxy card are being mailed to
shareholders on or about March 16, 1999.
WHO CAN VOTE
Shareholders of record of the Company's Common Stock at the close of
business on February 24, 1999 (the "Record Date") are entitled to receive
notice of, and to vote at, the Annual Meeting and any adjournment thereof. Each
share of Common Stock is entitled to one vote on each matter presented to the
shareholders.
HOW TO VOTE
You may vote in person at the Annual Meeting or by proxy. There are two
ways to vote by proxy. You may vote by proxy by either (i) dating, signing and
returning the enclosed proxy card, or (ii) calling the telephone number and
following the instructions provided on the proxy card. Your telephone vote
authorizes the persons named on the proxy card to vote your shares in the same
manner as if you dated, signed and returned your proxy card. If your shares are
held in street name, you may want to contact your broker or nominee to
determine whether you will be able to vote by telephone. Execution of the
accompanying proxy will not affect a shareholder's right to attend the Annual
Meeting and vote in person.
RECOMMENDATION OF BOARD OF DIRECTORS
The Board of Directors recommends that you vote by proxy even if you plan
to attend the meeting. If you vote by proxy, you authorize the Board of
Directors to vote your shares in the manner you direct. If you do not specify
how to vote, the Board of Directors will vote your shares based on its
recommendations. In that case, the Board will vote your proxy FOR the election
of the nominated directors, and AGAINST the shareholder-submitted proposal.
VOTE REQUIRED TO APPROVE EACH ITEM
ELECTION OF DIRECTORS. The director nominees who receive the highest
number of votes will be elected to the Board of Directors. If you withhold your
vote as to one or more directors, your shares will not be voted for the
director or directors indicated. Votes that are withheld will have no effect on
the outcome.
SHAREHOLDER PROPOSAL. In order for the shareholder proposal to pass, the
votes cast in favor must exceed the votes cast against the proposal. If you
abstain from voting, your shares will not be voted. Abstentions and broker
non-votes are not considered cast either for or against a matter, and,
therefore, will have no effect on the vote taken. A "broker non-vote" is a vote
withheld by a broker because the broker has not received instructions from the
customer for whose account the shares are held.
REVOCATION OF PROXY
You may revoke your proxy by delivering written notice prior to the time
of voting at the Annual Meeting. You may change your previously delivered vote
by submitting a new proxy card or by providing a new vote by telephone. If you
attend the meeting, you may also change your vote, if you wish, by voting in
person.
1
<PAGE>
QUORUM
To carry on the business of the meeting, a quorum must be present. This
means a majority of the outstanding Common Stock on the Record Date must be
represented. As of the Record Date, 220,734,298 shares of Common Stock were
outstanding. If you elect to withhold or abstain the proxies' authority to vote
(including broker non-votes), your shares will count toward a quorum but will
have no effect on the action taken.
SOLICITATION
The Company will pay the cost of soliciting proxies. Solicitation will be
made initially by mail; however, the directors, officers and employees of the
Company and its subsidiaries, without additional compensation, may solicit
proxies by telephone, other methods of telecommunication or personal interview.
The Company intends to engage Georgeson & Co. to solicit proxies from brokers,
banks and other institutional holders at an estimated fee of approximately
$8,000 plus reimbursable expenses.
2
<PAGE>
THE BOARD OF DIRECTORS
INFORMATION ON NOMINEES
The Nominating Committee has nominated each of the nominees named below to
the Board of Directors. Each elected director will serve a one-year term, which
will run until the next Annual Meeting of Shareholders or until his or her
successor has been elected. Although the Company anticipates that all of the
nominees will be able to serve, if at the time of the meeting any nominees are
unable or unwilling to serve, your proxy will be voted at the discretion of the
persons named therein for such other person or persons as the Board of
Directors may designate.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE AND DIRECTORSHIPS
NAME AGE PRINCIPAL OCCUPATION IN OTHER PUBLIC COMPANIES
- ------------------- ------ ------------------------------------------------- ------------------------------------------------
<S> <C> <C>
Barbara L. Bowles 51 President and Chief Executive Officer, Has held present position more than five
Kenwood Group, Inc. (investment man- years. Director of The Black & Decker Cor-
agement firm) poration and Wisconsin Energy Corporation.
William T. Burgin 55 Partner, Bessemer Venture Partners (ven- Has held present position more than five
ture capital partnership) years. Director of 23 mutual funds man-
aged by Scudder Kemper Investments, Inc.
James L. Burke 60 President, Chief Executive Officer and a Has held present position more than five
member of the Management Board of South- years.
east Paper Manufacturing Company
Worley H. Clark, Jr. 66 President, W.H. Clark Associates, Ltd. (con- Chairman Emeritus, Nalco Chemical Com-
sulting firm) pany. Retired from Nalco Chemical in 1994,
where he served as Chairman and Chief Execu-
tive Officer. Director of Merrill Lynch &
Co., Inc., USG Corporation, Bethlehem Steel
Corporation, Ultramar Diamond Shamrock
Corporation and Millennium Chemicals, Inc.
Gary P. Coughlan 55 Chief Financial Officer and Senior Vice Has held present position more than five
President, Finance, Abbott Laboratories (diver- years.
sified health care company)
William V. Daniel 70 Retired Managing Director, Wheat First Retired from Wheat First Union Corpora-
Union Corporation (investment banking and tion in June 1994. Prior to that time, served
financial services) as Managing Director of Wheat First Union
Corporation for more than five years.
Ernst A. Haberli 50 Executive Vice President and Chief Finan- Has held present position since 1997. In
cial Officer of the Company 1996, joined the Company as Senior Vice
President, Strategy. From 1990 to 1995, served
as President of Pet International. Director
of American Commercial Lines Holdings
LLC.
Miles L. Marsh 51 Chairman, President and Chief Executive Has held present position of Chief Execu-
Officer of the Company tive Officer since 1995, position of Chair-
man since 1996, and position of President
from 1995 to 1997, and from 1998 to present.
From 1991 to 1995, served as Chairman
and Chief Executive Officer of Pet, Inc. Direc-
tor of GATX Corporation, Whirlpool
Corporation and Morgan Stanley Dean
Witter & Co.
Robert M. O'Neil 64 Director, The Thomas Jefferson Center for Has held present position more than five
the Protection of Free Expression years.
Richard L. Sharp 51 Chairman and Chief Executive Officer, Cir- Has held position as Chief Executive Offi-
cuit City Stores, Inc. (consumer electron- cer since 1986 and position as Chairman of
ics company) the Board since 1994. Director of Circuit
City Stores, Inc. and Flextronics Interna-
tional Ltd.
Anne Marie
Whittemore (1) 52 Partner, McGuire, Woods, Battle & Boothe, Has held present position more than five
LLP (law firm) years. Director of Owens & Minor, Inc.,
T. Rowe Price Associates, Inc. and Albemarle
Corporation.
</TABLE>
- ---------
(1) McGuire, Woods, Battle & Boothe serves as outside legal counsel to the
Company.
3
<PAGE>
The Bylaws of the Company provide for a Board of Directors consisting of
twelve members. Proxies cannot be voted for a greater number of persons than
the eleven nominees named. The Board of Directors is in the process of
considering several candidates to fill the vacancy.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met on six occasions during 1998. All members of
the Board attended at least 90 percent, in the aggregate, of the meetings of
the Board and committees on which they served. The following table shows
certain committees of the Board of Directors and the members who serve on those
committees.
<TABLE>
<CAPTION>
COMMITTEES
DIRECTOR AUDIT COMPENSATION EXECUTIVE FINANCE NOMINATING
<S> <C> <C> <C> <C> <C>
Barbara L. Bowles X X
William T. Burgin X X
James L. Burke X X
Worley H. Clark, Jr. X X X*
Gary P. Coughlan X X* X
William V. Daniel X* X X
Ernst A. Haberli
Miles L. Marsh X* X
Robert M. O'Neil X X* X
Richard L. Sharp X X
Anne Marie Whittemore X X
</TABLE>
X Committee Member
* Committee Chair
AUDIT COMMITTEE. This committee consists of only non-employee directors
("Outside Directors"). The Audit Committee met on four occasions during 1998.
Throughout the year, the Audit Committee meets periodically to review matters
with management, members of the Company's internal audit staff and
representatives of the Company's independent accountants, which includes
meeting with management relating to the Company's readiness for the Year 2000.
The Audit Committee reviews the scope of internal and external audit activities
and the results of such audits, and is responsible for making the annual
recommendation to the Board of Directors for the firm of independent
accountants to be retained by the Company.
COMPENSATION COMMITTEE. This committee consists of only Outside Directors.
The Compensation Committee met on three occasions during 1998 and is
responsible for recommending the salaries and compensation programs for
executive officers to the Board of Directors. This committee is also
responsible for administering the Company's Management Incentive Plan, its 1996
Stock Incentive Plan and other benefit programs. None of the members of the
Compensation Committee are entitled to participate in any of the Company's
employee benefit plans.
EXECUTIVE COMMITTEE. This committee can exercise most of the powers and
authorities of the full Board of Directors in the management of the Company
between regularly scheduled board meetings.
FINANCE COMMITTEE. This committee consists of only Outside Directors. The
Finance Committee meets periodically to review the financial strategy for the
Company, including balance sheet structure and overall capitalization and
related matters.
NOMINATING COMMITTEE. This committee met on two occasions during 1998. The
Nominating Committee recommends candidates for election to the Board of
Directors. The Board of Directors also considers candidates recommended by
shareholders entitled to vote for the election of directors who follow the
procedures set forth under the section entitled "Additional Information --
Proposals for 2000 Annual Meeting." Shareholder recommendations (including the
nominee's name, biographical data and written consent to serve as a director if
elected) should be submitted to the Nominating Committee.
COMPENSATION OF DIRECTORS
FEES. During 1998, the Outside Directors received an annual retainer of
$30,000 for serving as a director, plus reimbursement of expenses incurred in
connection with attending meetings. In addition, each director received a fee
of $2,000 for each Board meeting attended, $1,000 for each Committee meeting
attended, and $600 for participating in each meeting
4
<PAGE>
held by telephone. Effective April 22, 1999, the annual retainer will increase
to $40,000 and the telephone fee will increase to $1,000. Directors who are
employees of the Company do not receive any additional compensation for service
as directors.
DIRECTOR STOCK OWNERSHIP PLAN. Under this plan, 50 percent of the annual
retainer is paid to the Outside Directors in Common Stock ("Automatic Award").
Outside Directors may elect to receive the remaining 50 percent of the retainer
in Common Stock ("Elective Award"). The Automatic Award is paid as the greater
of (i) 250 shares of Common Stock or (ii) the number of shares of Common Stock
that equals 50 percent of the retainer based on their fair market value on the
award date. Directors receiving the Elective Award receive the number of shares
of Common Stock that equal the remaining 50 percent of the retainer based on
their fair market value on the award date. These shares of Common Stock
generally are restricted until the end of the director's one year term. If a
director elects to defer the receipt of Common Stock, cash dividends and other
distributions are credited to the director's deferred stock account. Mr.
Coughlan and Dr. Burke elected to receive 100 percent of their retainer fee in
Common Stock.
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS. Under this plan, each Outside
Director is granted a one-time option to purchase 3,000 shares of Common Stock.
The plan also grants an annual option to purchase 1,000 shares of Common Stock
to each director who has been an Outside Director for at least nine months. The
one-time option will increase to 5,000 shares for any future new members of the
Board of Directors and the annual option will increase to 2,500 shares in 1999.
All options are granted at exercise prices equal to the fair market value of
the Common Stock on the date of grant and are exercisable immediately.
RETIREMENT PLAN FOR OUTSIDE DIRECTORS. In December 1998, this plan was
terminated and the accrued retirement benefit was converted into shares of
Common Stock based on their fair market value on the termination date. The
shares of Common Stock were transferred to the Director Stock Ownership Plan as
a deferred and vested contribution. The plan had provided Outside Directors who
had served at least five years on the Board of Directors an annual retirement
benefit beginning on the later of (i) the date the Outside Director attains age
65 or (ii) the date the Outside Director ceases to be a director. The annual
benefit would have equaled the annual retainer in effect on the date the
Outside Director ceased to be a director, and would have been paid for a period
of years equal to the lesser of (i) the Outside Director's service on the Board
of Directors or (ii) ten years.
5
<PAGE>
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table below shows the number of shares of Common Stock beneficially
owned by each director, the executive officers named in the Summary
Compensation Table, and all directors and executive officers as a group as of
the Record Date.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED(1) CLASS(2)
- ----------------------------------------- ----------------------- -----------
<S> <C> <C>
Directors:
Barbara L. Bowles ...................... 5,147 *
William T. Burgin ...................... 63,381(7) *
James L. Burke ......................... 6,605 *
Worley H. Clark, Jr .................... 10,469 *
Gary P. Coughlan ....................... 9,072 *
William V. Daniel ...................... 12,016(8) *
Ernst A. Haberli ....................... 197,939 *
Miles L. Marsh ......................... 854,696 *
Robert M. O'Neil ....................... 12,435 *
Richard L. Sharp ....................... 6,000 *
Anne Marie Whittemore .................. 7,564 *
Other Named Officers:
John F. Lundgren ....................... 226,028 *
John F. Rowley ......................... 90,629 *
Clifford A. Cutchins, IV ............... 243,193(9) *
Michael T. Riordan ..................... 218,971 *
All directors and executive officers as a
group (28 persons) ..................... 3,247,405(10) 1.5%
<CAPTION>
INCLUDED IN BENEFICIALLY OWNED SHARES
------------------------------------------------------
NAME OPTIONS(3) DSOP(4) RESTRICTED(5) 401(K) PLAN(6)
- ----------------------------------------- ------------ --------- --------------- ---------------
<S> <C> <C> <C> <C>
Directors:
Barbara L. Bowles ...................... 4,000 303 - -
William T. Burgin ...................... 11,128 303 - -
James L. Burke ......................... 3,000 605 - -
Worley H. Clark, Jr .................... 8,080 - - -
Gary P. Coughlan ....................... 5,000 605 - -
William V. Daniel ...................... 11,128 - - -
Ernst A. Haberli ....................... 90,000 - 64,120 1,355
Miles L. Marsh ......................... 475,000 - 273,326 1,356
Robert M. O'Neil ....................... 11,128 303 - -
Richard L. Sharp ....................... 5,000 - - -
Anne Marie Whittemore .................. 7,064 - - -
Other Named Officers:
John F. Lundgren ....................... 115,080 - 66,870 6,582
John F. Rowley ......................... 37,500 - 32,017 181
Clifford A. Cutchins, IV ............... 139,587 - 59,517 4,728
Michael T. Riordan ..................... 129,594 - - 2,654
All directors and executive officers as a
group (28 persons) ..................... 1,612,540 2,119 964,881 44,129
</TABLE>
- ---------
* Less than 1% of Class.
(1) Each person has sole voting and investment power over all of the shares
listed, except as set forth below.
(2) Any Common Stock that can be acquired through the exercise of stock options
within 60 days of the Record Date is deemed outstanding for the purpose of
computing the percentage of outstanding Common Stock owned by the
shareholder listed in the table. However, such Common Stock is not deemed
outstanding for the purpose of computing the percentage of Common Stock
owned by any other shareholder.
(3) Consists of shares that may be acquired within 60 days of the Record Date
through the exercise of stock options.
(4) Consists of restricted stock issued under the Director Stock Ownership
Plan; shares deferred under this plan do not have voting rights and are
therefore excluded from the number of shares beneficially owned.
(5) Consists of performance and restricted shares issued under the 1996 Stock
Incentive Plan for which the executive officer has voting rights.
(6) The Fort James Corporation 401(k) Plan (the "401(k) Plan") reports stock
information on a unitized basis rather than a per share basis. For
purposes of calculating the number of shares beneficially owned, an
estimate of the number of shares held in the 401(k) Plan has been
calculated based on the closing stock price of $37.69 as of December 27,
1998. Prior to January 1, 1999, the Company also maintained the Fort
Howard Corporation Profit Sharing Retirement Plan (the "Fort Howard
Plan"). The Fort Howard Plan was merged into the James River Corporation
of Virginia StockPLUS Investment Plan (the "StockPLUS Plan"), which was
then renamed the Fort James Corporation 401(k) Plan.
(7) Includes 3,000 shares held by his former spouse as custodian for their
children as to which he disclaims any beneficial interest.
(8) Includes 84 shares held by his spouse for which voting and investment power
is shared.
(9) Includes 450 shares held by his child for which voting and investment power
is shared.
(10)Includes 4,697 shares held by spouses and children for which voting and
investment power is shared.
6
<PAGE>
PRINCIPAL SHAREHOLDERS
The table below shows the shareholders that beneficially own more than
five percent of the outstanding Common Stock as of the most recent practicable
date.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- --------------------------------------------- -------------------- ---------
<S> <C> <C>
Barrow, Hanley, Mewhinney & Strauss, Inc. 22,797,200(1) 10.3%
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75204-2429
14,144,500(2) 6.4%
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071
</TABLE>
- ---------
(1) Barrow, Hanley, Mewhinney & Strauss, Inc. ("Barrow, Hanley") had sole
voting power for 3,564,600 shares, shared voting power for 19,232,600
shares, and sole dispositive power for 22,797,200 shares as of January 15,
1999. The beneficial ownership reported by Barrow, Hanley includes
16,523,900 shares which the Vanguard Windsor Funds -- Vanguard Windsor II
Fund ("Windsor II") also reported beneficial ownership of. Windsor II
reports beneficial ownership of 16,523,900 shares over which it has shared
voting and dispositive power as of December 31, 1998. Windsor II's address
is P.O. Box 2600, Valley Forge, Pennsylvania 19482.
(2) The Capital Research and Management Company ("Capital Research") is an
investment adviser that manages The American Funds Group of mutual funds.
Capital Research had no voting power for the shares, and had sole
dispositive power for 14,144,500 shares as of December 31, 1998.
7
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Committee")
oversees the design and approval of the Company's executive compensation
programs and ensures that these programs are linked with objective performance
measures at the corporate, business unit, and, in the case of the Chief
Executive Officer (the "CEO"), at the individual level. The Committee's
philosophy is that compensation should be tied to performance, should be
aligned with comparable peer groups, and should ultimately be driven by the
annual and long-term interests of the shareholders. In 1997, the Committee
reviewed and revised the executive compensation principles and strategies,
after the culmination of the merger between James River Corporation of Virginia
and Fort Howard Corporation (the "Merger"), as follows:
PRINCIPLES
o Executives will be rewarded for the achievement of financial and
individual results measured against clearly defined goals and objectives.
o As executives assume increased responsibilities, their total compensation
packages will be subject to greater risk and, consequently, greater
leverage.
o Shareholder value creation is a vital link in the design of the
executive compensation package.
o The various components of the executive compensation package must
attract, retain, and motivate key executives, and aid in maintaining an
entrepreneurial spirit among members of the management team.
STRATEGIES
o Generally, base compensation is aligned to median base compensation
levels for positions of similar scope at other consumer products, and
paper and forest products companies.
o Annual incentives are used to align variable cash compensation with
short-term business objectives. Variable cash awards will increase as
business and individual results are above plan and decrease when business
and individual results are below plan.
o Equity instruments (stock options, performance shares, and restricted
stock) are used to align a significant portion of the executives' total
compensation with the Company's long-term goal/objective of increasing
shareholder value.
The executive compensation programs consist of specific elements that, in
the aggregate, are aligned with the Company's short- and long-term business
strategies. For 1998, the executive compensation programs consisted of base
compensation, short-term cash incentives, and stock options. Performance shares
and restricted stock were granted on a selective basis.
Section 162(m) of the Internal Revenue Code imposes a $1,000,000 limit on
the amount of compensation that is deductible by the Company with respect to
the CEO and each of the executive officers named in the Summary Compensation
Table, unless specified plan design and administration parameters are met.
Currently, the Company's 1996 Stock Incentive Plan complies with Section
162(m). The Committee continues to review design alternatives for the
Management Incentive Plan and the consequences of these alternatives.
To determine the Company's comparative position on each of the specified
compensation elements, the Committee uses surveys and reports prepared by
independent compensation consultants. Many of the companies participating in
these surveys are included in the S&P 500 Stock Index. Several of these
companies are also included in the Company's peer group described under the
section entitled "Performance Graph."
BASE COMPENSATION. Base compensation is designed to be competitive with
the median base salary levels at other consumer products, and paper and forest
products companies for equivalent positions. Currently, the Committee evaluates
Mr. Marsh's base salary based on a review of competitive market practice and a
subjective assessment of Company and individual performance. Base compensation
is reviewed annually and is adjusted periodically to remain within this
competitive framework.
SHORT-TERM CASH INCENTIVES. The Management Incentive Plan is the
short-term cash incentive component of the executive compensation program, and
is designed to provide an added incentive to participants to align their
efforts to the Company's business objectives. Eligibility is determined by
salary grade and compensation survey data. A target award is assigned to each
management level salary grade and consists of an individual performance factor
and a financial performance factor (generally weighted 50 percent each). In
1998, plan (or target performance) was established at a level that reflected
ambitious goals and earnings per share expectations relative to prior year
performance. Accordingly, target awards ranged from 15 to 80 percent of base
compensation depending on a participant's salary grade, and participants may
earn awards up to 150 percent of target if plan is achieved and up to 250
percent of target if maximum performance is achieved.
8
<PAGE>
Financial performance for senior executives with corporate-wide
responsibilities generally is based on corporate earnings-per-share growth.
Financial performance for executive officers with business unit responsibility
generally is based on a matrix that includes earnings-per-share growth in
income from operations, sales growth, and cost savings. Executive officer
awards in 1998 were based on substantially achieving a predetermined corporate
growth in earnings per share. Business unit financial performance varied among
units and awards were made accordingly.
STOCK OPTIONS. Stock options granted under the 1996 Stock Incentive Plan
are designed to encourage the Company's executives to enhance the value of the
Company and, hence, the price of the Common Stock and the shareholders' return.
Key employees, including executive officers, are eligible to receive stock
options. Stock options generally have been granted on an annual basis, with
terms of ten years and one day, and generally vest in equal installments over a
period of two years.
The size of an individual's grant is determined by each individual's
performance and salary grade, as well as by compensation survey data. Stock
options are granted on the basis of the Committee's assessment of merit.
PERFORMANCE SHARES AND RESTRICTED STOCK. The Committee, in its discretion,
may award under the 1996 Stock Incentive Plan restricted stock, performance
shares and incentive stock, in addition to stock options. Key employees,
including the executive officers, are eligible to receive such awards.
Performance shares are not granted on a frequent or regular basis. Performance
shares granted in 1998 vest on June 30, 2005; however, the vesting of the
performance shares may be accelerated if the Company's financial performance is
in one of the top three quartiles of the Company's peer group. Annual vesting
percentages, which vary by quartile, range from zero to 40 percent. Company
performance, for vesting purposes, is defined as Total Shareholder Return
("TSR") quartile ranking against the TSR ranking of each peer group company.
Dividend equivalents accrue on the performance shares and are paid out
accordingly for the shares that vest at the end of each annual performance
period.
Restricted stock is not granted on a frequent or regular basis. When it is
granted, restricted stock generally vests in equal amounts over the first three
years after the date of grant. Dividends are distributed on all restricted
stock, whether vested or unvested, at the same time as dividends are
distributed on the Common Stock.
MR. MARSH'S COMPENSATION
BASE COMPENSATION. Mr. Marsh's annual base salary in 1998 was $990,000.
The Committee, having reviewed comparative salary information from published
surveys representing consumer products, and paper and forest products
industries believes Mr. Marsh's salary is comparable to other salaries of
positions with similar scope and responsibility found in the consumer products,
and paper and forest products industries. Additional information about the
terms and conditions of Mr. Marsh's employment and compensation are further
described under the subsection entitled "Employment and Related Agreements."
SHORT-TERM CASH INCENTIVES. Mr. Marsh's short-term compensation in 1998
was based 50 percent on individual performance and 50 percent on growth in
corporate earnings per-share. Mr. Marsh received an incentive award of
$1,329,606 under the Management Incentive Plan based on the Company having
substantially achieved its predetermined growth in earnings per share goal and
the Committee's assessment of Mr. Marsh's individual performance in 1998.
STOCK OPTIONS. In 1998, the Committee granted Mr. Marsh an option to
purchase 250,000 shares of Common Stock. Stock options were granted to Mr.
Marsh based on the same criteria as the Committee used in granting stock
options to the other executive officers of the Company.
Compensation Committee of the Board of Directors:
Robert M. O'Neil, Chairman
Barbara L. Bowles
William T. Burgin
Worley H. Clark, Jr.
William V. Daniel
Richard L. Sharp
9
<PAGE>
EMPLOYMENT AND RELATED AGREEMENTS
EMPLOYMENT AGREEMENTS. The Company has employment agreements with those
executive officers named in the Summary Compensation Table. Each agreement
provides the named executive officer with a base salary, a base bonus,
participation in the Company's incentive, savings and retirement plans,
practices, policies and programs, as well as eligibility in employee benefits
plans, applicable generally to other peer executives of the Company. The
employment agreements are effective for a three-year period and extend
automatically for additional three-year periods unless notice to the contrary
is given.
If an executive's employment is terminated other than for "cause," death
or "disability," or if the executive terminates his employment for "good
reason" or the Company fails to renew the employment agreement and the
executive thereafter terminates his employment (a "Nonrenewal Termination"),
the Company is obligated to pay the executive a lump sum cash payment. The
payment shall be in an amount equal to the sum of (i) his accrued unpaid salary
plus a prorated annual bonus based on the highest of his prior three years'
annual bonuses (the "Annual Bonus"), together with any previously deferred
compensation and other nonqualified plan balances not yet paid (collectively,
"Accrued Obligations"), plus (ii) three times (or two times in the event of a
Nonrenewal Termination) the combined amount of the executive's then-annual base
salary and Annual Bonus (the "Termination Payment"). In addition, shares of
Company restricted Common Stock granted under the 1996 Stock Incentive Plan
(the "Restricted Stock") and any other unvested or unexercisable stock-based
awards granted prior to the employment period (the "Prior Stock Awards") would
immediately vest and/or become exercisable. The executive also would receive a
supplemental retirement/pension payment based on additional amounts he would
have received under certain retirement plans had he remained employed for three
additional years ("Retirement Payment"), or two additional years in the case of
a Nonrenewal Termination. In addition, the executive and his family would be
entitled to continued coverage under the Company's benefit plans for a minimum
of three years, or two years in the case of a Nonrenewal Termination.
Upon termination of any executive's employment for "cause," or if an
executive terminates without "good reason," he would be entitled to his then
unpaid Accrued Obligations (excluding the prorated Annual Bonus) and certain
other benefits. Upon death or termination due to "disability," the executive
(or his estate) would be entitled to any unpaid Accrued Obligations and certain
other benefits, and the Restricted Stock and any Prior Stock Awards would vest
and/or become exercisable. The employment agreements further provide that the
executives will be made whole on an after-tax basis with respect to certain
excise taxes, which may be imposed upon payments under the agreements.
SEPARATION AGREEMENT. In connection with his resignation on August 14,
1998, Mr. Riordan entered into a separation agreement with the Company. Under
this agreement, Mr. Riordan received payments for (i) the Company's Accrued
Obligations, (ii) the Termination Payment, the Retirement Payment and certain
separation allowances (collectively, the "Separation Amount"), and (iii) the
fair market value on his resignation date of his Restricted Stock (which
included his performance shares), together with accrued dividends on the
performance shares, as reported in the Summary Compensation Table. Mr. Riordan
retains his stock options which, except in limited circumstances, are
exercisable for a period of five years beginning with the first anniversary of
his resignation.
10
<PAGE>
EXECUTIVE SUMMARY COMPENSATION TABLE
The table below shows the compensation of the CEO, the four other most
highly compensated executive officers as of December 27, 1998, and one other
executive officer, for the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2)
- --------------------------------- ------------- ----------- ------------------ -----------------
($) ($) ($)
<S> <C> <C> <C> <C>
Miles L. Marsh 1998 1,014,615 1,329,606 198,473
Chairman and 1997 923,846 1,673,050 105,137
Chief Executive Officer 1996 858,462 900,000 591,768
Ernst A. Haberli 1998 432,462 516,476 -
Executive Vice President and 1997 346,539 501,552 112,001
Chief Financial Officer 1996 287,404 310,960 -
John F. Lundgren 1998 425,000 441,853 372,767
President, European 1997 362,077 537,192 126,566
Consumer Products 1996 317,308 282,750 167,547
John F. Rowley 1998 366,115 461,581 97,203
Executive Vice President, 1997 313,077 458,128 110,031
Operations and Logistics 1996(5) 251,539 275,000 134
Clifford A. Cutchins, IV 1998 402,923 406,624 138,358
Senior Vice President, General 1997 329,808 470,270 96,084
Counsel and Corporate Secretary 1996 308,077 231,210 -
Michael T. Riordan 1998 444,231 1,511,500(6) 1,154,845
Former President and 1997 607,692 825,000 432,453
Chief Operating Officer 1996(5) 458,654 467,500 1,676
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
------------------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION AWARD(S)(3) OPTIONS COMPENSATION(4)
- --------------------------------- ------------ ----------- ----------------
($) (#) ($)
<S> <C> <C> <C>
Miles L. Marsh 0 250,000 33,854
Chairman and 5,520,043 0 33,258
Chief Executive Officer 3,966,000 100,000 30,905
Ernst A. Haberli 0 80,000 14,658
Executive Vice President and 2,289,276 0 12,747
Chief Financial Officer 1,697,000 50,000 5,511
John F. Lundgren 0 80,000 14,472
President, European 2,289,276 0 12,975
Consumer Products 1,454,200 30,000 12,531
John F. Rowley 0 75,000 20,958
Executive Vice President, 2,001,456 0 17,694
Operations and Logistics 0 34,375 17,828
Clifford A. Cutchins, IV 0 70,000 13,662
Senior Vice President, General 2,001,456 0 13,969
Counsel and Corporate Secretary 1,322,000 25,000 11,969
Michael T. Riordan 0 80,000 8,357,175
Former President and 6,457,500 250,000 31,991
Chief Operating Officer 490,000 171,875 32,029
</TABLE>
- ---------
(1) Salary earned for the fiscal year ended December 27, 1998 included an
additional pay cycle (for all employees).
(2) The amounts disclosed for Mr. Marsh for the fiscal years ended December 27,
1998, December 28, 1997 and December 29, 1996 include reimbursement of
relocation costs of $136,862, $78,623 and $575,888, respectively. The
amount disclosed for Mr. Haberli for the fiscal year ended December 28,
1997 includes reimbursement for membership fees of $62,556 and commuting
costs of $34,357. The amounts disclosed for Mr. Lundgren for the fiscal
years ended December 27, 1998, December 28, 1997 and December 29, 1996
include international assignment equalization payments of $278,556,
$111,535 and $160,922, respectively. The amounts disclosed for Mr. Rowley
for the fiscal years ended December 27, 1998 and December 28, 1997 include
reimbursement for relocation costs of $81,506 and $110,031, respectively,
and the amount disclosed for the fiscal year ended December 31, 1996
represents reimbursement for tax payments. The amount disclosed for Mr.
Cutchins for the fiscal year ended December 27, 1998 includes
reimbursement for membership fees of $91,117, and the amount disclosed for
the fiscal year ended December 28, 1997 includes relocation expenses of
$76,443. The amount disclosed for Mr. Riordan for the fiscal year ended
December 27, 1998 includes reimbursement for tax payments of $1,056,966
and financial advice of $56,025, the amount disclosed for the fiscal year
ended December 28, 1997 includes reimbursement for relocation costs of
$190,083, membership fees of $116,175 and tax payments of $78,496, and the
amount disclosed for the fiscal year ended December 31, 1996 represents
reimbursement for tax payments.
(3) The number and value ($37.69 per share) as of December 27, 1998 of the
restricted and performance shares of Common Stock for the named executive
officers were: Miles L. Marsh, 173,326 shares, $6,532,657; Ernst A. Haberli,
64,120 shares, $2,416,683; John F. Lundgren, 66,870 shares, $2,520,330; John
F. Rowley, 32,017 shares, $1,206,721; Clifford A. Cutchins, IV, 59,517
shares, $2,243,196. As of his resignation date on August 14, 1998, Mr.
Riordan held 150,000 shares of performance and restricted stock. Under his
separation agreement, Mr. Riordan received $4,624,500, representing the fair
market value ($30.63) of his restricted and performance shares on August 14,
1998, together with accrued dividends on the performance shares. In August
1997, Messrs. Marsh, Haberli, Lundgren, Rowley, Cutchins and
11
<PAGE>
Riordan received a grant of 64,112, 25,850, 25,850, 22,600, 22,600 and
100,000 shares of restricted stock, respectively, and a grant of 64,112,
25,850, 25,850, 22,600, 22,600 and 50,000 performance shares, respectively,
under the Company's 1996 Stock Incentive Plan. In July 1996, Messrs. Marsh,
Haberli, Lundgren and Cutchins received a grant of 150,000, 50,000, 55,000
and 50,000 performance shares, respectively, under the Company's 1996 Stock
Incentive Plan.
Performance shares granted vest on June 30, 2005; however, the vesting of
the performance shares may be accelerated if the Company's financial
performance is in one of the top three quartiles of the Company's peer
group. Annual vesting percentages, which vary by quartile, range from zero
to 40 percent. Company performance, for vesting purposes, is defined as
TSR quartile ranking against the TSR ranking of each peer group company.
Vesting also is accelerated upon a change of control. Dividend equivalents
accrue on the performance shares and are paid out accordingly for the
shares that vest at the end of each annual performance period. Shares of
restricted stock vest in equal amounts over the first three years after
the grant date. Dividends on shares of restricted stock are paid, whether
the shares are vested or unvested. Vesting may be accelerated upon a
change of control.
(4) These amounts include Company contributions to the StockPLUS Plan, the Fort
Howard Plan (Messrs. Rowley and Riordan only), the applicable Supplemental
Deferral Plan and separation payments. Company contributions allocated to
the named executive officers for 1998 under the StockPLUS Plan or the Fort
Howard Plan and the applicable Supplemental Deferral Plan were: Miles L.
Marsh, $4,458 and $29,395; Ernst A. Haberli, $5,760 and $8,898; John F.
Lundgren, $5,760 and $8,712; John F. Rowley, $8,057 and $12,901; Clifford
A. Cutchins, IV, $5,760 and $7,902; and Michael T. Riordan, $8,271 and
$31,456, respectively. The remaining amount disclosed for Mr. Riordan of
$8,317,448 constitutes the Separation Amount paid under his separation
agreement.
(5) The number of securities underlying the options has been converted from
Fort Howard Common Stock to Fort James Common Stock at the exchange rate
of 1.375.
(6) Consists of the prorated Annual Bonus and a bonus paid in connection with
the Merger.
12
<PAGE>
STOCK OPTIONS
The table below describes the stock options granted to each of the
executive officers named in the Summary Compensation Table during the Company's
fiscal year ended December 27, 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------------- ANNUAL RATES OF STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS FOR OPTION TERM(2)
UNDERLYING GRANTED TO EXERCISE ----------------------------
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(1) FISCAL YEAR PER SHARE DATE 5% 10%
- -------------------------- ------------ -------------- ----------- ----------- ----------- -----------
(#) (%) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Miles L. Marsh 250,000 8.0 37.25 1/6/08 5,856,581 14,841,727
Ernst A. Haberli 80,000 2.5 37.25 1/6/08 1,874,106 4,749,353
John F. Lundgren 80,000 2.5 37.25 1/6/08 1,874,106 4,749,353
John F. Rowley 75,000 2.4 37.25 1/6/08 1,756,974 4,452,518
Clifford A. Cutchins, IV 70,000 2.2 37.25 1/6/08 1,639,843 4,155,683
Michael T. Riordan 80,000 2.5 37.25 8/14/04 1,133,837 2,617,453
</TABLE>
- ---------
(1) The options were granted under the 1996 Stock Incentive Plan on January 6,
1998 and become exercisable in two equal amounts on the first and second
anniversary date of the grant date. The exercise price is equal to the
fair market value per share of the Common Stock on the grant date. The
vesting of the options may be accelerated in certain circumstances,
including a merger, sale of assets, liquidation or other change in control
of the Company, or the participant's retirement, permanent disability or
death. Mr. Riordan's options were amended as part of his separation
agreement to provide for the expiration date noted above and as further
described under the subsection entitled "Employment and Related Agreements
-- Separation Agreement."
(2) The amounts disclosed are the result of calculations at five and ten
percent assumed rates of appreciation permitted by the Securities and
Exchange Commission (the "SEC"); therefore, these amounts are not intended
to forecast potential future appreciation of the Company's Common Stock
price. The amounts disclosed are based on assumed rates of appreciation of
the Company's Common Stock price over the option term. A zero percent gain
in stock price appreciation from the date of grant will result in zero
dollars for the optionee.
The table below describes the options exercised by the executive officers
named in the Summary Compensation Table during fiscal 1998, and the year-end
value of those executives' unexercised stock options.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AS OF 12/27/98 OPTIONS AS OF 12/27/98(1)
SHARES ACQUIRED VALUE ------------------------------- ------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ----------------- ------------ ------------- --------------- ------------- --------------
(#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Miles L. Marsh 0 0 350,000 250,000 2,485,000 110,000
Ernst A. Haberli 0 0 41,667 88,333 496,921 143,029
John F. Lundgren 3,912 77,456 75,080 80,000 595,791 35,200
John F. Rowley 224,020 6,822,091 0 75,000 0 33,000
Clifford A. Cutchins, IV 16,764 292,720 104,587 70,000 1,310,872 30,800
Michael T. Riordan 109,117 3,615,046 129,594 639,375 3,145,246 6,252,606
</TABLE>
- ---------
(1) The value of unexercised in-the-money options as of December 27, 1998 is
equal to the fair market value of Common Stock on that date ($37.69) minus
the exercise price, times the number of shares subject to the options.
13
<PAGE>
PENSION PLAN
JAMES RIVER CORPORATION RETIREMENT PLAN FOR SALARIED EMPLOYEES. During
1998, the Company provided this defined benefit pension plan (the "Retirement
Plan") for salaried employees other than (i) those employees who were eligible
for participation in the Fort Howard Plan on August 13, 1997, and (ii)
employees hired after that date whose place of employment is a former Fort
Howard Corporation facility. Pensionable earnings over $160,000 per year are
not taken into account for purposes of calculating pension plan benefits.
Pensionable earnings include base salary, overtime compensation, bonuses and
commissions. The maximum annual benefit, which may be paid to any retiree from
the Retirement Plan, attributable to employer contributions is $130,000 per
year.
The Retirement Plan in effect during 1998 provided benefits equal to the
product of the participant's years of service while participating in the plan
(up to 35 years) multiplied by the sum of 1.05 percent of the participant's
"Average Pay" (the average of a participant's highest five consecutive years of
pensionable earnings) plus .65 percent of a participant's Average Pay in excess
of covered compensation (the average of the taxable Social Security wage bases
during a participant's work lifetime, up to 35 years). A participant will be
vested in the portion of benefits attributable to Company contributions (i)
after five years of service or (ii) if the participant had made contributions
to the plan which remained in the plan until retirement.
An alternative pension benefit formula may be used to calculate the
pension benefit for service through December 31, 1988, for employees who
participated in the plan prior to January 1, 1989. However, if the above
formula provides a greater benefit at retirement for such service, that formula
will apply.
SUPPLEMENTAL BENEFIT PLANS. The Company also maintains the Supplemental
Benefit Plan which provides eligible individuals with the difference between
the benefits they actually accrue under the pension plan and the benefits they
would have accrued under such plan but for the maximum benefit and compensation
limitations imposed by law. The Supplemental Benefit Plan also provides
eligible individuals with a benefit that approximates the additional benefit
that would have been payable under the pension plan had the benefit formula in
effect on December 31, 1988, continued in effect. The Supplemental Benefit Plan
also provides an additional benefit for certain Company executives representing
the benefit for the officer's service with a predecessor company, reduced by
the total benefit payable to the officer from Fort James' pension plans and
pension plans of such predecessor companies. Participants in the Supplemental
Benefit Plan are general creditors of the Company. The supplemental benefits
are to be paid by the Company as the benefits become payable. The Supplemental
Benefit Plan provides that the accrued benefits under the plan may be
distributed at the discretion of the Company.
Mr. Marsh participates in a separate supplemental benefit plan based on a
benefit formula of 50 percent of total compensation upon reaching age 55,
offset by Social Security and qualified pension plan benefits at his earliest
retirement age, which is currently estimated to be approximately $1,000,000 for
Mr. Marsh at the seventh year of service. This benefit will be reduced for
service less than seven years. Mr. Riordan also participated in this
supplemental benefit plan when he was employed by the Company. As part of his
separation agreement, the Company made him a Retirement Payment in lieu of his
right to receive retirement plan payments, as reported in the Executive Summary
Compensation Table.
The Company maintains a supplemental benefit trust for the exclusive
purpose of providing supplemental benefits to all participants in the
Supplemental Benefit Plan. The assets of the trust are subject to the claims of
the Company's creditors in the event of bankruptcy or insolvency.
14
<PAGE>
The following table shows the approximate annual pension benefit which
would be provided to salaried employees upon retirement at age 65, under the
benefit formula effective January 1, 1989 through December 31, 1998, assuming
that a single life annuity has been elected (except for Mr. Marsh). The amounts
in the table are not subject to reduction for Social Security or other offset
amounts. The pension table includes benefits under the Supplemental Benefit
Plan, some of which will be provided by annuities purchased in 1995.
<TABLE>
<CAPTION>
Years of Service
Final --------------------------------------------------------------
Average
Pay 15 20 25 30 35
- -------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 48,000 $ 64,000 $ 80,000 $ 96,000 112,000
400,000 99,000 132,000 165,000 198,000 231,000
600,000 150,000 200,000 250,000 300,000 350,000
800,000 201,000 268,000 335,000 402,000 469,000
1,000,000 252,000 336,000 420,000 504,000 588,000
1,200,000 303,000 404,000 505,000 606,000 707,000
1,400,000 354,000 472,000 590,000 708,000 826,000
</TABLE>
The pensionable earnings for each of the named executive officers are not
materially different from the amounts disclosed as salary and bonus under
annual compensation in the Summary Compensation Table. The estimated years of
benefit service, as of normal retirement at age 65, for the named executive
officers who participate in the pension plan are: Miles L. Marsh, 17 years;
Ernst A. Haberli, 18 years; John F. Lundgren, 34 years; and Clifford A.
Cutchins, IV, 23 years.
15
<PAGE>
PERFORMANCE GRAPH
The graph below compares Fort James' five-year cumulative shareholder
return on its Common Stock with the Standard & Poor's ("S&P") 500 Stock Index
and an index of peer companies selected by the Company. The Company selected a
peer group comprised of the following: American Greetings Inc., Boise Cascade
Corporation, Champion International Corporation, Chesapeake Corporation, The
Clorox Company, Colgate-Palmolive Company, Georgia-Pacific Corporation, H.J.
Heinz Company, International Paper Corporation, Kimberly Clark Corporation,
Mead Corporation, The Procter & Gamble Company, Sara Lee Corporation,
Smurfit-Stone Container (formerly Jefferson Smurfit Corporation) and Westvaco
Corporation. The graph presents a comparison of Fort James' performance with
the S&P 500 Stock Index and the Peer Group, assuming investments of $100 were
made on December 31, 1993 and that dividends were reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
FORT JAMES CORPORATION, S&P 500 STOCK INDEX
AND THE PEER GROUP
[GRAPH]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Fort James $100.00 $108.46 $132.10 $185.30 $217.50 $230.87
S&P 500 Stock Index $100.00 $101.32 $139.40 $171.40 $228.59 $293.91
Peer Group $100.00 $108.18 $137.63 $169.00 $232.58 $265.21
</TABLE>
16
<PAGE>
SHAREHOLDER PROPOSAL
The Central Pension Fund of the International Union of Operating Engineers
and Participating Employers, 4115 Chesapeake Street, NW, Washington, DC
20016-4665, owner of 36,317 shares of Fort James Common Stock, has informed
management of its intention to present for action at the Annual Meeting the
following resolution:
PROPOSED RESOLUTION (REPRODUCED AS PROPOSED)
BE IT RESOLVED: That the shareholders of Fort James Corporation
("Company") urge the Board of Directors to redeem the shareholders rights
issued pursuant to the Shareholders Rights Plan (adopted by the Board of
Directors in 1999) unless said Plan is approved by a majority of the voting
shares at a meeting of the shareholders held as soon as is practical.
PROPONENT'S STATEMENT OF SUPPORT
We strongly believe that the Company's financial performance is closely
linked to its corporate governance policies and procedures, and the level of
management accountability they impose. The Company's Shareholder Rights Plan
(commonly known as a "poison pill") is a powerful anti-takeover device, which
effectively prevents a change in control of the Company without the approval of
the board of directors, despite a level of performance, which may adversely
affect shareholder value.
Fort James' poison pill inhibits a potential bidder of Company stock when
they own 15% or more of the outstanding common stock of the Company. Triggering
the poison pill has the effect of substantially injuring the bidder by allowing
our Board to unilaterally cut by 50% the value of Company shareholdings held by
such a person. Such a situation, we believe, precludes shareholders of Fort
James from exercising their ownership rights in assessing offers from potential
bidders.
The poison pill forces potential investors to negotiate acquisitions with
management, instead of making their offer directly to shareholders. We strongly
believe that it is the shareholders (who are the owners of the Company), not
the directors and managers (who merely act as agents for the owners), who
should have the right to decide what is or what is not a fair price for their
shareholdings.
The argument that our directors need a poison pill in order to negotiate a
better offer from potential bidders or prevent so-called "abusive takeover
practices" is unpersuasive. In the past several years, proposals to redeem or
allow shareholder votes on poison pills have received majority support at
numerous U.S. publicly-traded companies, including Advanced Micro Devices,
Intel, Ryder, and Wellman. Moreover, since 1990, Philip Morris, Time Warner,
United Technologies, and Lockheed have voluntarily redeemed their poison pills.
None of these companies have experienced any adverse impact attributable to
redemption of their poison pills.
Poison pills can pose such an obstacle to a takeover that management
becomes entrenched. We believe that the entrenchment of management, and the
lack of accountability that results, can adversely affect shareholder value.
While it is impossible to assess the degree to which the poison pill may
inhibit performance, it is indisputable that a poison pill effectively deters
attempts by shareholders to remove the current board and its management team
for nonperformance. Redemption of Fort James' pill would allow shareholders to
consider all tender offers, not just those endorsed by incumbent management.
We urge you to VOTE FOR this proposal.
POSITION OF THE BOARD OF DIRECTORS OF THE COMPANY
The proponent is requesting that management redeem shareholder rights
distributed under the Shareholders Rights Plan (the "Plan") dated February 18,
1999. The Board of Directors believed in adopting the Plan that shareholder
rights plans provide an important tool to enable the Board to maximize
shareholder value in certain events involving a change in control of the
Company. Shareholder rights plans are designed to protect shareholder interests
in the event the Company and its shareholders are confronted with coercive or
unfair takeover attempts. Rights plans contain provisions designed to protect
all shareholders in the event of unsolicited offers to acquire the Company,
including offers that do not treat all shareholders equally, creeping
acquisitions of shares in the open market and other coercive takeover tactics
which could impair the Board's ability to fully represent the Company's and the
shareholders' interests.
Approximately 2,500 U.S. based companies have adopted shareholders rights
plans. While some companies have indeed chosen to redeem their plans, a 1997
study by Securities Data Co. indicates that heavy merger and acquisition
activity has led hundreds of firms to adopt or renew rights plans. In 1997
alone, action was taken in favor of rights plans at 260 companies; of those
companies, 202 were installing rights plans for the first time.
17
<PAGE>
Studies have suggested that companies with rights plans appear more likely
to be targets of takeover bids than companies without rights plans. Once
takeover bids were initiated, they were more likely to be completed when the
target company had a rights plan. Shareholders' rights plans are not intended
to entrench management, only to insure that shareholders receive proper value
for their holdings.
Although some would contend that shareholder rights plans inhibit
realization of shareholder value, research indicates having a rights plan does
accomplish the stated goal of maximizing shareholder value, while not having a
rights plan may in fact undercut this goal. Virtually every major
investment-banking firm that has studied the subject has concluded that
adoption of a rights plan has no effect on the stock prices of companies that
are not the subject of takeover speculation. A 1997 study prepared by Georgeson
and Company Research Department determined that companies with shareholder
rights plans received $13 billion dollars in additional takeover premiums
during the period from 1992 to 1996, and shareholders of companies without
rights plans may have given up $14.5 billion dollars in value. Thus, evidence
suggests that rights plans serve their principal objectives: protection against
inadequate offers and abusive tactics and increased bargaining power resulting
in higher value for shareholders.
The Board of Directors believes that a properly structured and
administered shareholder rights plan is not intended to, and does not, preclude
unsolicited, non-abusive offers to acquire the Company at a fair price.
Instead, the Board believes that the purpose of a shareholder rights plan is to
strengthen the Board's ability, in the exercise of its fiduciary duties, to
protect and maximize the value of shareholders' investment in the Company in
the event of an attempt to acquire control of the Company. Such a plan is
designed to encourage any potential acquirer to negotiate directly with the
Board, which permits the Company to address those offers that are fair and
reasonable assessments of the Company's value, and to protect shareholders
against abusive tactics during a takeover process, such as partial or
two-tiered offers that do not treat all shareholders fairly and equally. As
indicated by the evidence presented here, such a shareholder rights plan would
not affect any takeover proposal that the Board believes to be in the best
interests of the Company's shareholders. The overriding objective of the Board
in adopting shareholder rights plans was, and continues to be, the preservation
and the maximization of the Company's value for all shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL
18
<PAGE>
ADDITIONAL INFORMATION
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and shareholders who own more than ten
percent of the Company's equity securities to file initial reports of ownership
on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. SEC
regulations require such shareholders to furnish the Company with copies of all
Section 16(a) forms they file.
Based on its review of such forms and on written representations from such
officers, directors and ten percent shareholders, the Company believes that,
during the fiscal year ended December 27, 1998, all applicable Section 16(a)
filing requirements were met.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP served as the Company's independent accountants
during the Company's fiscal year ended December 27, 1998. Upon the
recommendation of the Audit Committee, the Board of Directors has appointed
PricewaterhouseCoopers LLP to serve as the independent accountants of the
Company for its fiscal year ending December 26, 1999. A representative of
PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting of
Shareholders. The representative will have an opportunity to make a statement
and answer appropriate questions.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
The Company has no present knowledge of any other matters to be presented
at the Annual Meeting of Shareholders. If any other matters should properly
come before the meeting, and any adjournment thereof, it is the intention of
the persons named in the accompanying proxy to vote such proxy with respect to
any such other matter in accordance with their best judgment.
PROPOSALS FOR 2000 ANNUAL MEETING
Any shareholder desiring to make a proposal to be acted upon at the 2000
Annual Meeting of Shareholders must present such proposal to Clifford A.
Cutchins, IV, the Corporate Secretary of the Company, whose address is 1650
Lake Cook Road, P.O. Box 89, Deerfield, Illinois 60015, not later than November
17, 1999, in order for the proposal to be considered for inclusion in the
Company's Proxy Statement. Any such proposal must meet the applicable
requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder.
The Company's Bylaws prescribe the procedure that a shareholder must
follow to nominate directors or to bring other business before shareholders'
meetings. For a shareholder to nominate a candidate for director at the 2000
Annual Meeting of Shareholders, notice of nomination must be given to the
Corporate Secretary of the Company not earlier than December 1, 1999, but
before January 1, 2000. The notice must describe various matters regarding the
nominee, including the name, address, occupation and the number of shares of
Common Stock held by such person. For a shareholder to bring other business
before the 2000 Annual Meeting of Shareholders, notice must be given to the
Corporate Secretary of the Company between December 1, 1999 and January 1,
2000, and must include a description of the proposed business, the reasons
therefore, and other specified matters. However, if the shareholder wishes a
proposal to be considered for inclusion in the Company's Proxy Statement, such
proposal must be presented not later than November 17, 1999, as explained
above. Any shareholder may obtain a copy of the Company's Bylaws, without
charge, upon written request to the Corporate Secretary.
ANNUAL REPORT
A copy of the Annual Report of the Company for the fiscal year ended
December 27, 1998 is being mailed to you with this Notice and Proxy Statement.
No part of the Annual Report shall be regarded as proxy soliciting material.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 27, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
MAY BE OBTAINED BY ANY SHAREHOLDER AFTER APRIL 15, 1999, FREE OF CHARGE, UPON
WRITTEN REQUEST TO FORT JAMES CORPORATION, ATTENTION: INVESTOR RELATIONS
DEPARTMENT, 1650 LAKE COOK ROAD, P.O. BOX 89, DEERFIELD, ILLINOIS 60015, OR BY
CALLING (847) 317-5341.
19
<PAGE>
[FORT JAMES LOGO]
This proxy and voting instruction card is solicited by the Board of Directors
for use at the Annual Meeting to be held on April 22, 1999.
REGISTERED SHAREHOLDERS
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify on the reverse. If no choice is specified,
the proxy will be voted FOR Item 1 and AGAINST Item 2.
By signing this proxy all prior proxies are revoked and Clifford A. Cutchins,
IV, Daniel J. Girvan and Kathleen M. Bennett are appointed as proxies (each with
power to act alone and with power of substitution) to vote, as directed, your
shares upon all matters properly coming before the Annual Meeting and all
adjournments.
PARTICIPANTS IN THE FORT JAMES CORPORATION 401(k) PLAN
By signing on the reverse, participants in the Fort James Corporation 401(k)
Plan direct the Trustees of the Plan to vote as directed all of the
participant's interest in the Plan. The shares of participants who return signed
but unmarked cards and of participants from whom voting instructions are not
received will be voted by the Trustee of the Plan in the same proportion, except
as otherwise required by applicable law, as the shares held for other
participants for which proper instructions have been received.
See reverse for voting instructions.
<PAGE>
The Board of Directors Recommends a Vote FOR Item 1 and AGAINST Item 2.
<TABLE>
<S> <C> <C> <C> <C> <C>
1. Election of directors: 01 Bowles 05 Coughlan 09 O'Neil [ ] Vote FOR [ ] Vote WITHHELD
02 Burgin 06 Daniel 10 Sharp all nominees from all nominees
03 Burke 07 Haberli 11 Whittemore
04 Clark 08 Marsh
(Instructions: To withhold authority to vote for any indicated nominee, [ ]
write the number(s) of the nominee(s) in the box to the right.) [ ]
2. Shareholder proposal regarding the redemption of the Shareholders
Rights Plan. [ ] For [ ] Against [ ] Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED AS DESCRIBED ON THE REVERSE.
Address Change? Mark Box [ ]
Indicate changes below: Date ____________________________
[ ]
[ ]
Signature(s) in Box
Please sign exactly as your name(s) appear on
Proxy. If held in joint tenancy, all persons must
sign. Trustees, administrators, etc., should include
title and authority. Corporations should provide full
name or corporation and title of authorized officer
signing the proxy.
</TABLE>
<PAGE>
[FORT JAMES LOGO]
[FORT JAMES LOGO]
This proxy and voting instruction card is solicited by the Board of Directors
for use at the Annual Meeting to be held on April 22, 1999.
REGISTERED SHAREHOLDERS
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify on the reverse. If no choice is specified,
the proxy will be voted FOR Item 1 and AGAINST Item 2.
By signing this proxy all prior proxies are revoked and Clifford A. Cutchins,
IV, Daniel J. Girvan and Kathleen M. Bennett are appointed as proxies (each
with power to act alone and with power of substitution) to vote, as directed,
your shares upon all matters properly coming before the Annual Meeting and all
adjournments.
PARTICIPANTS IN THE FORT JAMES CORPORATION 401(k) PLAN
By signing on the reverse, participants in the Fort James Corporation 401(k)
Plan direct the Trustee of the Plan to vote as directed all of the participant's
interest in the Plan. The shares of participants who return signed but unmarked
cards and of participants from whom voting instructions are not received will
be voted by the Trustee of the Plan in the same proportion, except as otherwise
required by applicable law, as the shares held for other participants for which
proper instructions have been received.
See reverse for voting instructions.
<PAGE>
There are two ways to vote your Proxy
Your telephone vote authorizes the Named Proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE--TOLL FREE--1-800-240-6326--QUICK***EASY***IMMEDIATE
o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
o Follow the simple recorded instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
provided or return it to Fort James Corporation, c/o Shareowner Services(SM),
P.O. Box 64873, St. Paul, MN 55164-9397.
If you vote by phone, please do not mail your proxy card
(Please detach here)
The Board of Directors Recommends a Vote FOR Item 1 and AGAINST Item 2.
<TABLE>
<S> <C> <C> <C> <C> <C>
1. Election of directors: 01 Bowles 05 Coughlan 09 O'Neil [ ] Vote FOR [ ] Vote WITHHELD
02 Burgin 06 Daniel 10 Sharp all nominees from all nominees
03 Burke 07 Haberli 11 Whittemore
04 Clark 08 Marsh
(Instructions: To withhold authority to vote for any indicated nominee, [ ]
write the number(s) of the nominee(s) in the box to the right.) [ ]
2. Shareholder proposal regarding the redemption of the Shareholders
Rights Plan. [ ] For [ ] Against [ ] Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED
AS DESCRIBED ON THE REVERSE.
Address Change? Mark Box [ ] Date ______________________________
Indicate changes below:
[ ]
[ ]
Signature(s) in Box
Please sign exactly as your name(s) appear on
Proxy. If held in joint tenancy, all persons
must sign. Trustees, administrators, etc., should
include title and authority. Corporations should
provide full name or corporation and title of
authorized officer signing the proxy.
</TABLE>
<PAGE>
[FORT JAMES LOGO]
[FORT JAMES LOGO]
This proxy and voting instruction card is solicited by the Board of Directors
for use at the Annual Meeting to be held on April 22, 1999.
REGISTERED SHAREHOLDERS
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify on the reverse. If no choice is specified,
the proxy will be voted FOR Item 1 and AGAINST Item 2.
By signing this proxy all prior proxies are revoked and Clifford A. Cutchins,
IV, Daniel J. Girvan and Kathleen M. Bennett are appointed as proxies (each
with power to act alone and with power of substitution) to vote, as directed,
your shares upon all matters properly coming before the Annual Meeting and all
adjournments.
PARTICIPANTS IN THE FORT JAMES CORPORATION 401(k) PLAN
By signing on the reverse, participants in the Fort James Corporation 401(k)
Plan direct the Trustee of the Plan to vote as directed all of the participant's
interest in the Plan. The shares of participants who return signed but unmarked
cards and of participants from whom voting instructions are not received will
be voted by the Trustee of the Plan in the same proportion, except as otherwise
required by applicable law, as the shares held for other participants for which
proper instructions have been received.
See reverse for voting instructions.
<PAGE>
There are two ways to vote your Proxy
Your telephone vote authorizes the Named Proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE--TOLL FREE--1-800-240-6326--QUICK***EASY***IMMEDIATE
o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
o Follow the simple recorded instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
provided or return it to Fort James Corporation, c/o Shareowner Services(SM),
P.O. Box 64873, St. Paul, MN 55164-9397.
If you vote by phone, please do not mail your proxy card
(Please detach here)
The Board of Directors Recommends a Vote FOR Item 1 and AGAINST Item 2.
<TABLE>
<S> <C> <C> <C> <C> <C>
1. Election of directors: 01 Bowles 05 Coughlan 09 O'Neil [ ] Vote FOR [ ] Vote WITHHELD
02 Burgin 06 Daniel 10 Sharp all nominees from all nominees
03 Burke 07 Haberli 11 Whittemore
04 Clark 08 Marsh
(Instructions: To withhold authority to vote for any indicated nominee, [ ]
write the number(s) of the nominee(s) in the box to the right.) [ ]
2. Shareholder proposal regarding the redemption of the Shareholders
Rights Plan. [ ] For [ ] Against [ ] Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED
AS DESCRIBED ON THE REVERSE.
Address Change? Mark Box [ ] Date ______________________________
Indicate changes below:
[ ]
[ ]
Signature(s) in Box
Please sign exactly as your name(s) appear on
Proxy. If held in joint tenancy, all persons
must sign. Trustees, administrators, etc., should
include title and authority. Corporations should
provide full name or corporation and title of
authorized officer signing the proxy.
</TABLE>
<PAGE>
[FORT JAMES LOGO]
[FORT JAMES LOGO]
This proxy and voting instruction card is solicited by the Board of Directors
for use at the Annual Meeting to be held on April 22, 1999.
REGISTERED SHAREHOLDERS
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify on the reverse. If no choice is specified,
the proxy will be voted FOR Item 1 and AGAINST Item 2.
By signing this proxy all prior proxies are revoked and Clifford A. Cutchins,
IV, Daniel J. Girvan and Kathleen M. Bennett are appointed as proxies (each
with power to act alone and with power of substitution) to vote, as directed,
your shares upon all matters properly coming before the Annual Meeting and all
adjournments.
PARTICIPANTS IN THE FORT JAMES CORPORATION 401(k) PLAN
By signing on the reverse, participants in the Fort James Corporation 401(k)
Plan direct the Trustee of the Plan to vote as directed all of the participant's
interest in the Plan. The shares of participants who return signed but unmarked
cards and of participants from whom voting instructions are not received will
be voted by the Trustee of the Plan in the same proportion, except as otherwise
required by applicable law, as the shares held for other participants for which
proper instructions have been received.
See reverse for voting instructions.
<PAGE>
There are two ways to vote your Proxy
Your telephone vote authorizes the Named Proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE--TOLL FREE--1-800-240-6326--QUICK***EASY***IMMEDIATE
o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
o Follow the simple recorded instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
provided or return it to Fort James Corporation, c/o Shareowner Services(SM),
P.O. Box 64873, St. Paul, MN 55164-9397.
If you vote by phone, please do not mail your proxy card
(Please detach here)
The Board of Directors Recommends a Vote FOR Item 1 and AGAINST Item 2.
<TABLE>
<S> <C> <C> <C> <C> <C>
1. Election of directors: 01 Bowles 05 Coughlan 09 O'Neil [ ] Vote FOR [ ] Vote WITHHELD
02 Burgin 06 Daniel 10 Sharp all nominees from all nominees
03 Burke 07 Haberli 11 Whittemore
04 Clark 08 Marsh
(Instructions: To withhold authority to vote for any indicated nominee, [ ]
write the number(s) of the nominee(s) in the box to the right.) [ ]
2. Shareholder proposal regarding the redemption of the Shareholders
Rights Plan. [ ] For [ ] Against [ ] Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED
AS DESCRIBED ON THE REVERSE.
Address Change? Mark Box [ ] Date ______________________________
Indicate changes below:
[ ]
[ ]
Signature(s) in Box
Please sign exactly as your name(s) appear on
Proxy. If held in joint tenancy, all persons
must sign. Trustees, administrators, etc., should
include title and authority. Corporations should
provide full name or corporation and title of
authorized officer signing the proxy.
</TABLE>
