<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Loctite Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Loctite Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
LOCTITE CORPORATION
NOTICE OF THE 1996 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
The 1996 Annual Meeting of Stockholders of Loctite Corporation will be held
at the Hartford Club, 46 Prospect Street, Hartford, Connecticut on Wednesday,
April 24, 1996 at 10:30 a.m. (Local Time) for the following purposes:
1. To elect 12 Directors as described in the attached Proxy Statement to
hold office until the next Annual Meeting of Stockholders and until
their successors are elected and qualified;
2. To confirm the appointment of independent accountants for the current
fiscal year; and
3. To transact such other business as may properly come before said meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on Friday, March 8,
1996, as the record date for the determination of stockholders who are entitled
to notice of and to vote at this meeting and any and all adjournments thereof.
By Order of the Board of Directors
EUGENE F. MILLER
Secretary
Hartford, Connecticut 06106
March 13, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND, PLEASE SIGN, DATE AND VOTE OR OTHERWISE INDICATE YOUR CHOICES WITH
RESPECT TO THE MATTERS TO BE VOTED UPON ON THE ACCOMPANYING PROXY AND RETURN
YOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. IF FOR ANY REASON YOU DESIRE TO REVOKE YOUR PROXY,
YOU MAY DO SO AT ANY TIME BEFORE THE VOTING.
<PAGE> 3
LOCTITE CORPORATION
10 COLUMBUS BOULEVARD
HARTFORD, CONNECTICUT 06106
PROXY STATEMENT
This Proxy Statement is being furnished to stockholders of Loctite
Corporation (the "Company") in connection with the solicitation by the Board of
Directors of proxies for use at the Annual Meeting of Stockholders to be held at
the Hartford Club, 46 Prospect Street, Hartford, Connecticut on Wednesday, April
24, 1996 at 10:30 a.m. and at any and all adjournments thereof. This Proxy
Statement and the accompanying form of Proxy are being mailed to stockholders on
or about March 13, 1996.
The Board of Directors has fixed the close of business on Friday, March 8,
1996 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting. On that date, the Company had 32,042,240 shares
of Common Stock outstanding and entitled to vote. Each stockholder is entitled
to one vote per share of Common Stock held by such stockholder on each matter
submitted to a vote.
You are encouraged to read this Proxy Statement and to fill in, date, sign,
and return the enclosed proxy. A stockholder executing and returning a proxy has
the power to revoke it at any time before it is voted at the meeting by filing
with the Secretary of the Company an instrument revoking it or a duly executed
proxy bearing a later date or by attending the meeting and voting in person.
Attendance at the meeting will not in and of itself constitute revocation of a
proxy. Properly executed proxies, not revoked, will be voted in accordance with
the instructions contained thereon. Unless a contrary specification is made
thereon, it is the intention of the persons named on the accompanying proxy to
vote FOR the election of the nominees listed below as Directors and FOR Proposal
2 on the accompanying Notice of Meeting and otherwise in the discretion of the
Proxies.
The cost of solicitation of proxies will be borne by the Company. In
addition to this solicitation by mail, officers and regular employees of the
Company may, without receiving additional compensation therefor, make
solicitations by telephone, mail or personal interviews; and arrangements may be
made with banks, brokerage firms and others to forward proxy material to their
principals. The Company will defray the expenses of such additional
solicitations.
1
<PAGE> 4
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's By-Laws provide that the maximum number of Directors is
twelve. At the Annual Meeting, nominations will be made for 12 Directors. All
elected Directors will hold office until the next Annual Meeting of the
Stockholders of the Company and until their respective successors are duly
elected and qualified. The nominees for election as Directors are listed on the
following pages with brief statements of their principal occupations and other
information. All nominees have been designated as such by the Board of Directors
based on the recommendations of its Committee on Human Resources, none of the
members of which is an employee of the Company. It is intended that, unless
authorization to do so is withheld, the shares represented by the enclosed proxy
will be voted for the election of the 12 nominees set forth below.
All of the nominees were elected by the stockholders to their present terms
at the 1995 Annual Meeting, except Mr. Fiondella, who was appointed by the Board
of Directors after the 1995 Annual Meeting, and Dr. Krautter, Ms. Nooyi and Mr.
Byrne, who are first-time nominees to the Board. Having reached the age of 70,
Messrs. Barnes and Butterworth are not standing for reelection in accordance
with established Board practice on Director retirement age. Dr. Manchot is not
standing for reelection for personal reasons. All nominees have consented to
being named herein and have agreed to serve if elected. In the event any such
nominees shall have become at the time of the meeting unable or unwilling to
serve as a Director (an event not now anticipated), the persons named as proxies
intend to vote the shares to which the proxy relates for the remaining nominees
and for such substitute nominee or nominees as shall be recommended by the
Committee on Human Resources of the Board of Directors.
The election of Directors requires the affirmative vote of a plurality of
the shares of Common Stock present in person or represented by proxy at the
annual meeting and entitled to vote on the election of directors. Votes withheld
and broker non-votes are not counted as votes in favor of any nominee, but are
taken into account in determining whether nominees have received a plurality.
NOMINEES FOR ELECTION AS DIRECTORS
- ------------------
[PHOTO]
- ------------------
ROBERT E. IX, age 66. Mr. Ix is the former Chairman and Chief
Executive Officer of Cadbury Schweppes, Inc., a food and
confectionary company based in the United Kingdom. He is a
Director of New England Frozen Foods, Inc., a distributor of
frozen foods, and Health Waters, Inc., a distributor of
bottled water. He is Chairman of the Committee on Human
Resources, a member of the Committee on Board Affairs, and has
been a Director of the Company since 1978.
2
<PAGE> 5
FREDERICK B. KRIEBLE, age 54. Mr. Krieble is the President of
Management I, Limited and Management II, Limited, which are
family investment management companies. He is a former
Treasurer of the Company and son of Robert H. Krieble, the
retired Chairman of the Board of Directors of the Company. He
is a member of the Audit and Finance Committee and has been a
Director of the Company since 1980.
- ------------------
[PHOTO]
- ------------------
DR. ROMAN DOHR, age 65. Since 1993 Dr. Dohr has worked as a
consultant to Henkel KGaA, a major worldwide manufacturer of
chemicals, household products and adhesives, and has also
performed consulting services for other companies. From 1985
to 1993, he was Executive Vice President of Henkel and a
member of its Management Board, responsible for the Adhesives
and Chemical Auxiliaries Group. He is Chairman of the Audit
and Finance Committee, and has been a Director of the Company
since 1985.
- ------------------
[PHOTO]
- ------------------
STEPHEN J. TRACHTENBERG, age 58. Mr. Trachtenberg is President
and Professor of Public Administration at The George
Washington University in Washington, D.C., a position to which
he was named in 1988. He is a Director of NationsBank, N.A., a
national bank with offices throughout the States of Maryland,
Virginia, North Carolina, South Carolina and Washington, D.C.
He is also a Director of NationsBank Trust Company, N.A., a
fiduciary institution in Washington, D.C. He is a member of
the Committee on Human Resources and has been a Director since
1987.
- ------------------
[PHOTO]
- ------------------
DAVID FREEMAN, age 51. Since April, 1993 Mr. Freeman has
served as Chief Executive Officer of the Company and has been
President and Chief Operating Officer of the Company since
February, 1991. From March, 1990 to February, 1991, Mr.
Freeman was Chief Operating Officer and Executive
Vice-President of the Company. Mr. Freeman has been an
employee of Loctite for 21 years. He is a Director of
Mechanics Savings Bank, a mutual savings bank with its
principal office in Hartford, Connecticut and Sealed Air
Corporation, a manufacturer of packaging materials. He has
been a Director since 1990.
3
<PAGE> 6
- ------------------
[PHOTO]
- ------------------
PETER C. BROWNING, age 54. Mr. Browning joined Sonoco Products
Company, a global manufacturer of industrial and consumer
packaging products, as Executive Vice President in October,
1993, and was promoted to President and Chief Operating
Officer on February 7, 1996. From September, 1990 until
October, 1993, he served as Chairman, President and Chief
Executive Officer of National Gypsum Company, a producer of
gypsum wallboard and related construction products. From 1989
until 1990, he served as President of one of the operating
divisions of that company. Mr. Browning is a Director of
Sonoco Products Company; Phoenix Home Life Mutual Insurance
Company; First Union National Bank of South Carolina; and
Pelican Companies, a building materials distributor. He is a
member of the Committee on Human Resources and has been a
Director since June, 1994.
- ------------------
[PHOTO]
- ------------------
STEPHEN F. PAGE, age 56. Since January, 1993 Mr. Page has
served as Executive Vice President and Chief Financial Officer
of United Technologies Corporation, a diversified manufacturer
of aircraft engines and equipment, elevators, air conditioners
and aerospace equipment. He was previously employed for 20
years by Black & Decker Corporation, most recently as its
Executive Vice President and Chief Financial Officer. Mr. Page
is a member of the Audit and Finance Committee and has been a
Director since August, 1994.
- ------------------
[PHOTO]
- ------------------
CHRISTOPH HENKEL, age 38. From 1994 to the present Mr. Henkel
has been a Vice Chairman of the Shareholders' Committee of
Henkel KGaA, a major worldwide manufacturer of chemicals,
household products and adhesives, and has been a member of the
Shareholders' Committee since 1990. In addition, since 1990
Mr. Henkel has held various management positions in the Henkel
organization. Prior to 1990, he worked for the Carnation
Company, a subsidiary of Nestle S.A., a worldwide manufacturer
of confectionaries and related products. Mr. Henkel is a
member of the Audit and Finance Committee and has been a
Director since November, 1994.
4
<PAGE> 7
- ------------------
[PHOTO]
- ------------------
ROBERT W. FIONDELLA, age 53. Since February, 1994 Mr.
Fiondella has served as Chairman, President and Chief
Executive Officer of Phoenix Home Life Mutual Insurance
Company of Hartford, Connecticut. In 1992 he was elected
President and Principal Operating Officer of the Company upon
the merger of Phoenix Mutual Life Insurance Company and Home
Life Insurance Company. Prior to that, Mr. Fiondella advanced
through several executive positions to become Chief Operating
Officer of Phoenix Mutual Life Insurance Company. He holds
degrees from Providence College and the University of
Connecticut School of Law. He is a member of the Connecticut
Bar Association and is active in many business, civic and
community organizations. He is a director of The Advest Group,
Inc., a financial investment firm, PXRE Corporation, a
property and casualty reinsurance company; Phoenix Duff &
Phelps Corporation, a publicly traded asset management
company; and a number of civic organizations. Mr. Fiondella is
a member of the Audit and Finance Committee and has been a
Director since August, 1995.
- ------------------
[PHOTO]
- ------------------
DR. JOCHEN KRAUTTER, age 53. Since June, 1992 Dr. Krautter has
been a member of the Management Board of Henkel KGaA, a major
worldwide manufacturer of chemicals, household products and
adhesives. He is currently responsible for the Metal Chemicals
Business and Information Systems of Henkel. Previously, Dr.
Krautter was Managing Director of Henkel Belgium S.A. and
Henkel Nederland B.V. He joined Henkel in 1973, working in
various capacities involving sales, marketing, logistics and
information systems. He holds a Ph.D. from the University of
Mannheim, and attended Stanford University for one year as a
research fellow in marketing.
- ------------------
[PHOTO]
- ------------------
INDRA K. NOOYI, age 40. From March, 1994 to the present Ms.
Nooyi has been Senior Vice President of PepsiCo, Inc., a
global consumer products company, with leadership positions in
the worldwide beverage, snack and restaurant businesses. Ms.
Nooyi is responsible for PepsiCo's worldwide strategic
planning function, including developing and coordinating
business plans for PepsiCo's operating divisions. From
1990-1994, Ms. Nooyi was Senior Vice President of Strategy,
Planning and Strategic Marketing for Asea Brown Boveri, a
Switzerland based global corporation manufacturing
products/systems, power generation, transmission and
distribution, industrial process controls and rail
transportation. She holds several degrees, including a Master
of Public and Private Management from Yale University.
5
<PAGE> 8
ARTHUR P. BYRNE, age 50. Since the end of 1991, he has been
- ------------- President and Chief Executive Officer of the Wiremold Company,
[PHOTO] a manufacturer of wire management and power conditioning
- ------------- systems, West Hartford, Connecticut. From 1986 to 1991, Mr.
Byrne served as Group Executive for 8 operating companies of
the Danaher Corporation, including 4 instrument companies and
4 miscellaneous metal product companies serving the trucking,
power tool, hand tool, fastener and component parts
industries. Prior to joining Danaher, Mr. Byrne served in
strategic planning and management positions with the General
Electric Corporation from 1980 to 1985. He is a graduate of
Boston College and holds an MBA from Babson College.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
Common Stock of the Company beneficially owned by each Director, and Director
nominee, and each executive officer named in the Summary Compensation Table,
individually, and by all Directors, nominees, and executive officers of the
Company as a group, as of February 29, 1996.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP (1) PERCENT OF CLASS (2)
----------------- --------------------
<S> <C> <C>
Robert L. Aller................................ 57,714(3) --
Louis J. Baccei................................ 16,453(3) --
Wallace Barnes................................. 1,609 --
Gerardus B.E.M. Briels......................... 10,993(3) --
Peter C. Browning.............................. 300 --
Kenneth W. Butterworth......................... 92,290(4) --
Arthur P. Byrne................................ 100 --
Dr. Roman Dohr................................. 1,200 --
Robert W. Fiondella............................ 300 --
David Freeman.................................. 85,288(3) --
Christoph Henkel............................... 1,300 --
Robert E. Ix................................... 4,500(5) --
Dr. Jochen Krautter............................ 0 --
Frederick B. Krieble........................... 523,543(6) 1.6%
Dr. Jurgen Manchot............................. 3,200 --
Eugene F. Miller............................... 25,945(3) --
Indra K. Nooyi................................. 100 --
Stephen F. Page................................ 800 --
Stephen J. Trachtenberg........................ 3,000 --
All Directors, nominees and executive officers 2.6%
as a group (19 individuals).................. 828,635(3)
</TABLE>
6
<PAGE> 9
- ---------------
(1) Information with respect to beneficial ownership is based upon information
furnished by Directors, Director nominees, and executive officers or is
contained in filings made with the Securities and Exchange Commission. The
listing of such securities is not necessarily an admission of beneficial
ownership by such person. Unless otherwise indicated by footnote, each
person held sole voting and investment powers over such shares.
(2) No disclosure made for less than 1%.
(3) The number of shares of Common Stock shown includes 21,100 shares as to Mr.
Aller; 12,400 shares as to Dr. Baccei; 9,500 shares as to Mr. Briels; 40,600
shares as to Mr. Freeman; and 22,900 shares as to Mr. Miller, subject to
stock options granted by the Company which are exercisable currently or
within 60 days of February 29, 1996.
(4) Included in the amount shown are 2,290 shares held in trust for the benefit
of Mr. Butterworth's spouse.
(5) Included in the amount shown are 300 shares beneficially owned by Mr. Ix's
spouse.
(6) Included in the amount shown are 140,307 shares owned by Management II
Limited, a family investment company, as to which Mr. Krieble has shared
voting and investment powers; 342,958 shares owned by another family
investment company, as to which Mr. Krieble has sole voting and investment
powers; 17,852 shares in custodial accounts for the benefit of Mr. Krieble's
minor children, as to which Mr. Krieble has sole voting and investment
powers; and 22,426 shares owned by Mr. Krieble's spouse, as to which 22,426
shares Mr. Krieble disclaims beneficial ownership.
BOARD OF DIRECTORS, COMMITTEE MEETINGS AND DIRECTOR COMPENSATION
The business and affairs of the Company are managed by the Board of
Directors subject to the Company's Certificate of Incorporation and By-Laws and
the laws of the State of Delaware.
Pursuant to the By-Laws, the Board of Directors elects the officers of the
Company, including the chief executive officer, who perform such duties and
possess such powers as customarily pertain to their respective offices, as are
imposed by the By-Laws, and as from time to time are prescribed by the Board of
Directors. The Board regularly reviews various aspects of the business and
affairs of the Company including budgets, results of operations, financial
matters, as well as the annual and longer term plans of the Company. The Board
also reviews and approves certain fundamental corporate matters such as changes
in capital structure, issuance of stock, dividend policy, major borrowings, and
acquisitions or divestitures.
The Directors are elected at each Annual Meeting of Stockholders. During
the fiscal year ended December 31, 1995, the Board of Directors held five
meetings.
The Board of Directors has established three committees to assist in the
discharge of its responsibilities. The functions of these committees, the
members of which are appointed annually by the Chairman of the Board of
Directors, are described below. During the fiscal year ended December 31, 1995,
the Audit and Finance Committee and the Committee on Human Resources held four
meetings each, and the Committee on Board Affairs held two meetings.
AUDIT AND FINANCE COMMITTEE--The Audit and Finance Committee currently
consists of five members as follows: Dr. Roman Dohr (Chairman), Robert W.
Fiondella, Frederick B. Krieble, Stephen F. Page, and Christoph Henkel.
7
<PAGE> 10
The Audit and Finance Committee recommends to the Board of Directors the
selection of the
Company's independent accountants; reviews with its internal auditors,
independent accountants, and management the Company's policies and procedures
with respect to internal auditing, accounting, and financial controls; reviews
with the independent accountants the scope and results of their audits, their
findings and recommendations; approves the schedule of planned professional
services provided by the independent accountants prior to the performance of
such services; considers the range of audit and nonaudit fees; reviews with the
independent accountants, upon completion of their audit, their report; makes
recommendations to the Board of Directors concerning cash or stock dividends to
be declared; reviews and recommends to the Board matters concerning capital
expenditures and uses of the Company's cash and other tangible assets, including
facilities and real property; and generally reviews and makes recommendations
concerning the financial operations of the Company to the Board of Directors.
COMMITTEE ON HUMAN RESOURCES--The Committee on Human Resources currently
consists of five members as follows: Robert E. Ix (Chairman), Wallace Barnes,
Stephen J. Trachtenberg, Dr. Jurgen Manchot, and Peter C. Browning.
The Committee on Human Resources reviews the salary structure and policies
of the Company; reviews and approves the salaries of all officers, operating
executives, and key employees above a certain position level; annually reviews
and recommends to the Board nominees for election to the Company's Board of
Directors and confirms the election of the Company's officers; reviews,
interprets and administers such of the Company's employee incentive compensation
plans as are specifically delegated to it by the plans or by the Board and
grants bonuses, options and benefits under such plans; reviews and administers
certain aspects of the Company's retirement and thrift investment plans; and
reviews employee fringe benefits.
COMMITTEE ON BOARD AFFAIRS--The Committee on Board Affairs currently
consists of five members as follows: Wallace Barnes (Chairman), Robert E. Ix,
Kenneth W. Butterworth, Dr. Jurgen Manchot, and David Freeman.
The Committee on Board Affairs is a standing Committee. It will meet as and
when needed to consider and make recommendations to the full Board on matters of
Board process and governance, including review of potential candidates for new
directors, director compensation, evaluation of director performance and
continued suitability for membership on the Board; and any other similar matters
put to the Committee by the full Board.
Each member of the Board of Directors attended more than 90 percent of the
aggregate of the total number of meetings of the Board of Directors and the
total number of meetings held by Committees of the Board on which he served.
Except as otherwise indicated under "Executive and Consulting Agreements," each
director who is not an officer of the Company is paid an annual retainer fee of
$20,000 for membership on the Board, an additional fee of $1,000 for each Board
meeting, and a fee of $1,000 in the event of a Committee meeting which occurs
apart from a
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<PAGE> 11
regular Board meeting. In addition, each Committee Chairman receives an annual
retainer fee of $3,000. Officers who are Directors do not receive retainers or
meeting fees.
Each non-employee Director receives an award of 300 unrestricted shares of
Common Stock, subject to adjustment for stock splits and dividends, at the time
of election or reelection to the Board of Directors at an Annual Meeting.
Directors are not required to pay any cash or other consideration for shares so
awarded.
Effective July 1, 1990, the Company adopted a retirement plan for outside
Directors to allow the Company to attract and retain the services of
non-employee Directors with the requisite qualifications. The plan is
administered by the Committee on Human Resources, is nonqualified and provides a
cash benefit paid from the general funds of the Company.
Each member of the Board terminating service with the Board shall be
entitled under the plan to an annual benefit in an amount equal to such member's
vested percentage multiplied by 50% of compensation received by such member for
serving on the Board during such member's final year of service. The vested
percentage is zero until the completion of three years' service, when it becomes
30% and then increases in 10% increments up to 100% for ten or more years of
service. In computing years of service, each member is credited with a year of
service for each full term served as a member of the Board for which the member
is elected by the stockholders of the Company, including such terms completed
prior to the effective date of the plan.
Only non-employee Directors of the Company are eligible to receive benefits
under the plan. Consequently, employee Directors do not become eligible until
they sever employment with the Company, and do not receive any credit for
vesting purposes for service on the Board while they were employees of the
Company. Benefits paid out under the plan terminate upon the date of death of
the former Board member.
Beginning in January 1994, Mr. Butterworth was retained as a consultant to
the Company and received payments of $17,000 per month until December 31, 1995.
Additionally, during the period beginning January 1, 1994 and ending upon
completion of his tenure as a director (which will occur immediately after the
Annual Meeting) Mr. Butterworth has been entitled to receive an amount equal to
two times the retainer and meeting fees paid to non-employee directors of the
Company. Although he is no longer an employee of the Company, Mr. Butterworth
does not participate in the Non-Employee Director Retirement Plan and does not
receive stock normally received by non-employee directors upon their election or
re-election to the Board.
STOCKHOLDER NOMINATIONS
While there is no formal Nominating Committee of the Board of Directors,
this function has been delegated to the Committee on Human Resources. Under the
Company's By-laws, a stockholder may nominate persons for election to the Board
of Directors at any meeting of the stockholders called for the election of
directors. The stockholder must be entitled to vote for the
9
<PAGE> 12
election of directors at the meeting and must provide timely notice in writing
to the Secretary of the Company of any nomination. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Company not less than 60 nor more than 90 days prior to the
meeting. If less than 70 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, the stockholder's notice must be
received by the Company not later than the close of business on the tenth day
following the day on which notice of the date of the meeting or the public
disclosure was made. A stockholder's notice must contain (1) as to each nominee,
all information relating to the nominee that is required to be disclosed in
solicitations of proxies for election of directors under the regulations of the
Securities and Exchange Commission and (2) as to the stockholder giving the
notice, the name and address as they appear on the Company's books of the
stockholder proposing the nomination and any other stockholders known by the
stockholder to be supporting the nomination and the class and number of shares
which are beneficially owned by the stockholder. No stockholder nominations were
submitted with respect to the 1996 annual meeting in accordance with the
procedure prescribed by the Company's By-laws.
10
<PAGE> 13
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and the four other most highly compensated executive
officers of the Company.
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION LONG TERM COMPENSATION
-------------------- -------------------------------
AWARDS
-------------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARD(S)(2) OPTIONS/SARS(#)(3) COMPENSATION(4)
- ---------------------------- ---- -------- -------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
David Freeman, 1995 $428,660 $175,000 0 0 $ 7,500
President and Chief 1994 370,006 185,000 0 6,000 4,500
Executive Officer 1993 348,756 0 0 10,000 7,075
Robert L. Aller, 1995 227,500 73,938 0 0 7,500
Senior Vice President-- 1994 217,573 91,000 0 3,500 4,500
Finance and Administration 1993 210,750 0 0 0 7,075
Eugene F. Miller, 1995 174,523 63,875 0 0 7,324
Vice President, Secretary 1994 165,785 69,600 0 3,500 4,500
and General Counsel 1993 160,269 0 0 0 6,398
Louis J. Baccei, 1995 189,427 68,950 0 0 2,638
Senior Vice President and 1994 179,969 74,400 0 4,000 1,800
President--Research, 1993 169,923 0 0 0 2.339
Development & Engineering
Gerardus B.E.M. Briels,(5) 1995 104,250 0 0 0 6,255
Vice President and
President, 1994 203,591 104,250 0 5,000 4,500
North American Region 1993 190,000 0 0 0 7,075
</TABLE>
- ---------------
(1) The bonus amounts are payable pursuant to the Company's Management Incentive
Compensation Plan described under the caption "Committee on Human Resources
Report on Executive Compensation." Bonuses payable under this Plan are
determined by reference to the executive's base salary in effect at fiscal
year end.
(2) As of December 31, 1995, no executive officers named in the Summary
Compensation Table held any restricted stock of the Company, except Dr.
Baccei, who holds 2,000 shares with a value as of such date of $95,000.
Dividends are paid on the restricted stock to the same extent paid on all
outstanding shares.
(3) Stock Appreciation Rights are not available under any of the Company's
incentive plans.
(4) The compensation reported represents Company contributions under the
Company's qualified Employee Thrift Investment Plan and Nonqualified
Employee Thrift Investment and Deferred Compensation Plan.
(5) Mr. Briels relinquished all executive responsibilities and active duties
with the Company on June 30, 1995 and resigned as an employee of the Company
on December 31, 1995.
11
<PAGE> 14
OPTIONS
The following table summarizes option exercises during fiscal 1995 by the
executive officers named in the Summary Compensation Table above, and the value
of the options held by such persons at December 31, 1995. Stock Appreciation
Rights are not available under any of the Company's plans. No options were
granted to the executive officers named in the Summary Compensation Table during
fiscal 1995.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND VALUE OF OPTIONS AT END OF FISCAL 1995
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
SHARES YEAR-END(#) YEAR-END($)
ACQUIRED ------------- ----------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE(1)
- ----------------------------- ----------- -------------- ------------- ----------------
<S> <C> <C> <C> <C>
David Freeman................ 21,000 $875,650 37,000/8,000 $478,225/50,650
Robert L. Aller.............. 8,000 331,000 20,400/2,100 265,475/ 9,713
Gerardus B.E.M. Briels....... 0 0 7,500/4,000 75,313/16,375
Louis J. Baccei.............. 0 0 11,600/2,400 92,400/11,100
Eugene F. Miller............. 0 0 22,200/2,100 202,775/ 9,713
</TABLE>
- ---------------
(1) Value based on market value of the Company's Common Stock at date of
exercise (column 3) or end of fiscal 1995 (column 5), minus the exercise
price.
COMMITTEE ON HUMAN RESOURCES REPORT ON EXECUTIVE COMPENSATION
General Philosophy:
The Committee on Human Resources of the Board of Directors ("Committee") is
composed entirely of non-employee Directors and is responsible for considering
and submitting recommendations to the Board in connection with the Company's
executive compensation policies. It is the philosophy of the Committee to
establish a total compensation program for executive officers which is
competitive to the Company's peer group and at least competitive with a broader
range of companies of comparable size and complexity in order to attract and
retain the best managerial talent. Some of the companies studied by the
Committee are included in the S&P Chemicals and Materials Index, the stock
performance of which is shown on the Performance Graph on page 15. Other
companies which the Committee considers comparable are included in the broader
S&P
12
<PAGE> 15
Chemicals Index. The Committee believes that this philosophy will reward
stockholders with superior performance and return on investment.
The Committee periodically obtains from internationally recognized
consulting firms independent compensation data which compares the total
compensation program of the Company with certain of its peer group and selected
other companies which the Committee believes are comparable to the Company.
Based on an analysis of the compensation data obtained from its consultants in
1995, the Committee has added a long term incentive compensation element to the
total compensation package for executive officers and certain other key
employees in order to offer a total compensation program which is competitive
with the Company's peer group. The long term incentive compensation program is
described below.
Executive Officer Compensation Program:
The Company's executive officer compensation program is comprised of base
salary, annual cash incentive compensation, long term incentive compensation in
the form of stock options, restricted stock grants and various benefits,
including medical and pension plans generally available to all employees of the
Company.
Base Salary:
Base salary ranges for the Company's executive officers are reviewed
periodically by the Committee following analysis of published salary trends and
data among the Company's peer industries and other comparable companies, and
following review of periodic recommendations submitted by outside compensation
consultants. Upon review of relevant performance appraisals and the general
economic climate, the Committee approved increases in base salaries for certain
executive officers during 1995.
Annual Incentive Compensation:
The Management Incentive Compensation Plan (the "Plan") is the Company's
annual incentive program for executive officers and key managers. When viewed
together with the Company's base salary program, the purpose of the Plan is to
provide a balance between fixed compensation and variable, results-oriented
compensation. The Plan is intended to reward superior results with overall
superior compensation. The Committee determines awards under the Plan by
comparing the Company's actual performance for each fiscal year with the
Company's annual business plan for such year, which is approved by the Board of
Directors. Key elements of each annual business plan are the Company's sales
growth and profitability and return on shareholders' equity, with particular
reference to the preceding fiscal year. Additional factors which the Committee
considers are the relationship of the year's results with the Company's most
recent long-range and strategic goals and objectives, any non-recurring charges
recognized during the year, and the general economic environment. Finally, the
Committee also considers individual
13
<PAGE> 16
factors such as the executive's achievement of approved target accomplishments,
and his or her contributions to the long-range growth and profitability
objectives of the Company.
Maximum bonuses under the Plan may not exceed a specified percentage of the
executive's salary. Executives with line responsibility qualify for a higher
percentage bonus than staff executives. The bonuses reflected in the Summary
Compensation Table for executive officers reflect the Committee's assessment of
their performance during fiscal 1995 against the criteria mentioned in the
preceding paragraph.
Other Compensation Plans:
The Company's stock option and restricted stock plans are intended to
provide long-term incentives to executive officers and key managers and to
encourage such individuals to maintain a significant long-term ownership
position in the Company's common stock. Both in the case of restricted stock and
stock options the Committee looks at the executive's total holdings before
making an award under either plan. In 1995, the Committee did not award stock
options or restricted stock to any executive officer.
Based on information supplied to the Committee by the compensation
consulting firm retained by it during 1995, the Committee recommended, and the
Board adopted, a policy under which long-term incentive compensation would be
payable under these plans to the Company's executive officers and other senior
executives upon the achievement, in the case of restricted stock, of certain
predetermined long term performance goals, and subject to other restrictions
already contained in the plans.
The Company has adopted nonqualified retirement and thrift investment plans
for executive officers and other highly compensated employees whose
participation in the Company's qualified retirement and thrift investment plans
is restricted because their compensation exceeds applicable Internal Revenue
Code limitations. These plans supplement the qualified plans by providing the
participants the opportunity to obtain benefits to the same extent they are
offered to other employees under the qualified plans.
Benefits:
The Company provides medical and pension benefits to the executive officers
that are generally available to Company employees. The amount of perquisites, as
determined in accordance with the rules of the Securities and Exchange
Commission relating to executive compensation, did not exceed reportable
thresholds for fiscal 1995.
Limitation on Deductibility of Certain Compensation:
The Internal Revenue Service has adopted regulations which limit the
deductibility, for income tax purposes, of certain executive compensation in
excess of $1,000,000 in a single tax
14
<PAGE> 17
year. The Committee does not believe that this limitation will be relevant to
the Company in 1996, since a significant portion of total executive compensation
is performance related.
Chief Executive Officer Compensation:
During 1995 Mr. Freeman's base salary was increased to $460,000, which in
the Committee's judgment is appropriate given available annual incentive and
long term incentive compensation opportunities. Tying the Chief Executive
Officer's total compensation package closely to growth in shareholder value is
at the heart of the Committee's executive compensation philosophy and is
consistent with compensation data obtained from the Committee's consultants. Mr.
Freeman received a bonus of $175,000 in relation to his efforts during fiscal
1995, which the Committee determined with reference to Mr. Freeman's individual
performance, the results achieved by each of the Company's sales and marketing
regions, and the criteria discussed under Annual Incentive Compensation.
ROBERT E. IX, CHAIRMAN
WALLACE BARNES
STEPHEN J. TRACHTENBERG
DR. JURGEN MANCHOT
PETER C. BROWNING
MEMBERS OF THE COMMITTEE ON HUMAN RESOURCES
15
<PAGE> 18
COMPARATIVE STOCK PERFORMANCE
The following is a graph which compares the five year cumulative return
from investing $100 on December 31, 1990 in each of Loctite Corporation common
stock; the S&P 500 Comp-Ltd.; the S&P Chemicals; and the S&P Chemicals &
Materials Index, with dividends assumed to be reinvested when received. The S&P
Chemicals & Materials Index is an index published by Standard & Poor's
Corporation which tracks 20 companies in the S&P MidCap 400 Index that have been
categorized as chemicals and materials companies.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG LOCTITE, S&P 500 COMP-LTD., S&P CHEMICALS AND
S&P MID-CAP CHEM & MAT INDICES
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P MID- CAP S&P 500
(FISCAL YEAR COVERED) LOCTITE CORP CHEM & MAT COMP-LTD S&P CHEMICALS
<S> <C> <C> <C> <C>
1990 100 100 100 100
1991 170 155 130 130
1992 158 168 140 143
1993 131 185 155 160
1994 169 196 157 185
1995 176 222 215 242
</TABLE>
*$100 INVESTED ON 12/31/90 IN STOCK OR INDEX, INCLUDING REINVESTMENT OF
DIVIDENDS, FOR THE FISCAL YEAR ENDING DECEMBER 31.
16
<PAGE> 19
PENSION BENEFITS
The Company's non-contributory, defined benefit pension plan covers all
persons regularly employed by the Company on a salaried and hourly basis, except
certain employees covered by collective bargaining agreements.
The pension plan establishes an account for each employee when the employee
becomes an "Active Participant" in the plan (upon completion of one year of
continuous service) and credits the account with a percentage of pay for each
year worked after becoming an Active Participant. For employees with less than
10 years of service, this annual credit equals 4% of that year's compensation
which is not in excess of 1/3 of the current social security wage base and 6% of
that year's compensation which exceeds 1/3 of the current social security wage
base. For employees with 10 or more years of service, this annual credit equals
5% of that year's compensation which is not in excess of 1/3 of the current
social security wage base and 7% of that year's compensation which exceeds 1/3
of the current social security wage base. Accounts are also credited with a
guaranteed rate of interest. To the extent that the pension plan benefits of any
of the executives named in the Summary Compensation Table are limited by the
provisions of Section 401(a)(17) or 415 of the Internal Revenue Code of 1986, as
amended, the Company's nonqualified retirement plan supplements the benefits
under the pension plan.
The estimated annual pension benefits payable under the pension plan, as
supplemented by the nonqualified retirement plan, upon retirement at age 65,
assuming no change in salary and annual interest credits of 7.5%, for each of
the following executives are $206,765 for David Freeman, $75,955 for Robert L.
Aller, $43,579 for Louis J. Baccei, and $95,545 for Eugene F. Miller.
The Company amended its nonqualified thrift investment plan, effective July
1, 1995, to provide a greater ability for executive officers and other highly
compensated employees to defer the receipt of compensation and to permit
Directors to defer the receipt of the cash portion of their fees. The plan
continues to require that participating employees first have elected to make the
maximum before-tax deferral of compensation under the Company's qualified thrift
investment plan, but the plan does not otherwise limit the amount of an
employee's compensation deferral.
EXECUTIVE AND CONSULTING AGREEMENTS
The Company has agreements with five of its senior executives, including
Messrs. Freeman, Aller and Miller, which provide that the executives will be
entitled to a two-year term of employment with the Company following any
"Change-in-Control" of the Company (as defined). In the event that the
executive's employment with the Company terminates for any reason other than
Cause (as defined below), voluntary resignation (including retirement), death or
permanent disability prior to the end of the two-year period following a
Change-in-Control, the executive will receive severance pay equal to the total
compensation and benefits the executive would have
17
<PAGE> 20
received if the term of employment had continued for the full two-year period.
However, portions of the severance pay will be reduced to the extent that such
severance pay would be non-deductible to the Company under Section 280G of the
Internal Revenue Code of 1986 as amended. The restrictions under Section 280G
will not apply if the present value of all payments to be received by the
executive (whether under the agreement or otherwise) does not exceed three times
the average compensation received by the executive during the five years
preceding the Change-in-Control.
Cause is defined as (a) a continued breach of the executive's duties of
employment after notice from the Company; or (b) willful misconduct by the
executive which is demonstratively and materially injurious to the Company. If
the executive's employment terminates for Cause, voluntary resignation, death or
disability, the executive receives no benefits under that agreement other than
as accrued as of the date of such termination, and must look to the Company's
normal policies for any retirement, death or disability benefits.
The agreements provide that a Change-in-Control shall have occurred if: (a)
a Person (as defined) has the power to vote 30% or more of the common stock of
the Company; (b) a Person acquires or agrees to acquire all or substantially all
of the assets or business of the Company; (c) during any two year period, the
new members of the Board of Directors elected during that period constitute a
majority of the Board unless such new members are approved by at least a two-
thirds vote of the Board members in office at the beginning of such period; or
(d) the Board of Directors determines that a Person directly or indirectly
exercises a controlling influence over the Company.
SEVERANCE ARRANGEMENT
On December 21, 1995, the Company and Mr. Gerardus B.E.M. Briels, formerly
President of the Company's North American Region, entered into an agreement (the
"Agreement") setting forth the terms of Mr. Briels' separation from the Company.
Mr. Briels had been an employee of the Company for over 30 years, and the
Agreement in large measure reflects payments of benefits accrued during his
lengthy period of employment.
The Agreement acknowledges that Mr. Briels resigned from active employment
with the Company effective June 30, 1995, and provides for his continuation on
the Company's payroll as an inactive employee at an annual rate of $208,500 for
a period of two years through July 1, 1997, or such earlier date on which he
commences employment with another party or elects to leave the company's
payroll. Mr. Briels elected to leave the Company's payroll as of December 31,
1995, and received a lump sum payment at that time that brought his aggregate
payroll payments under the Agreement to $417,000. In addition, Mr. Briels
received under the Agreement $5,614 in payment of unused vacation in 1995.
The Agreement also provides that: (i) Mr. Briels' five-year promissory note
due October 29, 1997 for the principal sum of $60,000 will be forgiven by the
Company as of June 30, 1995 (for a
18
<PAGE> 21
total benefit to Mr. Briels of $101,781, including tax equalization payments);
(ii) Mr. Briels will continue to be able to participate in the Company's
medical, dental and life insurance plans until June 30, 1997 (and thereafter as
permitted by law), unless he becomes covered under the plans of a new employer;
(iii) Mr. Briels is fully vested under the Company's qualified and nonqualified
retirement and thrift investment plans, and will receive an aggregate benefit
under such plans in the amount of $504,500 as of December 31, 1995, the date on
which he ceased to be employed by the Company, and will be entitled at his
election to receive a lump sum payment or periodic distributions, as may be
permitted by the plans or applicable law; (iv) Mr. Briels' vested stock options
shall be exercisable for a period of 90 days after the date on which he ceases
to be on inactive payroll (i.e., December 31, 1995); (v) Mr. Briels will receive
the value of any unexercisable stock options as of the date he ceases to be on
inactive payroll (which options had a value on that date of $16,375); (vi) Mr.
Briels will be provided outplacement assistance at Company expense until his
separation from the payroll, in the event he chooses to use it (resulting in a
benefit to Mr. Briels of $27,000); and (vii) Mr. Briels will be reimbursed for
various expenses, including one annual trip to Europe under the Company's "home
leave" program, the cost of obtaining tax and financial advice, and professional
fees relating to his separation from the Company (resulting in a total benefit
to Mr. Briels of $50,649). In addition, it was agreed that Mr. Briels would be
granted ownership of the Company car assigned to him (providing a benefit to Mr.
Briels of $18,900). Finally, the Agreement provides for mutual releases of
claims, waiver of noncompetition provisions, indemnification of Mr. Briels for
any payments arising from claims relating to his service with the Company, and
confidentiality to the extent permitted by law.
19
<PAGE> 22
OWNERSHIP OF THE COMPANY'S SECURITIES
The following table sets forth as of December 31, 1995, the beneficial
ownership of the Company's Common Stock by each person known to the Company to
own beneficially more than 5% of the Company's outstanding Common Stock, the
Company's only class of voting securities.
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED CLASS
- -------------------------------------------------------- ---------- ----------
<S> <C> <C>
HC Investments, Inc.(1)................................. 11,208,224 33.4%
1100 North Market Street
Wilmington, Delaware 19890
Capital Research and Management Company(2).............. 1,745,900 5.2%
333 South Hope Street
Los Angeles, California 90071
Krieble Group(3)........................................ 3,067,859 9.1%(3)
c/o Mr. Thomas K. Hodgman
One Gold Street, No. 24H
Hartford, CT 06103
</TABLE>
- ---------------
(1) A wholly-owned U.S. subsidiary of Henkel KGaA, Germany, with which Drs. Dohr
and Manchot and Mr. Henkel, Directors, and Dr. Krautter, Director nominee,
respectively, are associated.
(2) A registered investment adviser and an operating subsidiary of The Capital
Group Companies, Inc., exercised as of December 31, 1995, investment
discretion with respect to the above mentioned shares, which were owned by
various institutional investors. Said subsidiary has no power to direct the
vote of the above shares.
(3) On January 19, 1996 the Krieble Group sold 250,000 shares of the Company's
Common Stock on the open market, as reported in a statement on Schedule 13D
filed by the Group with the Securities and Exchange Commission on January
19, 1996. On February 29, 1996, the Krieble Group sold 1,150,000 shares of
Common Stock to the Company in a private transaction, as reported in
Amendment No. 1 to the above referenced statement on Schedule 13D dated
February 29, 1996 and filed on March 1, 1996 with the Securities and
Exchange Commission. The Schedule 13D Amendment filed on March 1, 1996 also
stated that the members of the Krieble Group had determined not to act
together henceforth with respect to their holdings of Common Stock. As a
result, no person who was a member of the Group owned more than 5% of the
Common Stock following the sale on February 29, 1996.
20
<PAGE> 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the adoption of the Company's Shareholder Rights Plan on
April 14, 1994, the Company entered into an agreement (the "Henkel Agreement")
with its largest shareholder, HC Investments, Inc. (and its parent company,
Henkel Corporation, and its ultimate parent corporation, Henkel KGaA
(collectively, "Henkel")). The Henkel Agreement provided for, among other
things, the termination of the Standstill Agreement, dated May 23, 1985, between
the Company and Henkel Corporation, as successor to Henkel of America, Inc., the
enlargement of the size of the Board of Directors from 10 to the maximum of 12
members currently permitted under the Company's Certificate of Incorporation
(with the Company being restricted from expanding or reducing the size of the
Board of Directors without Henkel's prior written consent) and various
mechanisms to ensure that the arrangement between the Company and Henkel set
forth in the Henkel Agreement and the Shareholder Rights Plan will remain in
place for 10 years. In addition, under the Henkel Agreement, Henkel's right of
first refusal on the shares of the Company's Common Stock held by the Krieble
family remains in effect.
Under the Henkel Agreement, in connection with the annual election of
directors, Henkel is entitled to recommend to serve as a member of the Board of
Directors of the Company the following number of persons: three persons at any
time that Henkel, together with its affiliates, owns at least 25% of the
outstanding shares of Common Stock; two persons at any time that Henkel,
together with its affiliates, owns between 15% and 25% of the outstanding shares
of Common Stock; and one person at any time that Henkel, together with its
affiliates, owns between 10% and 15% of the outstanding shares of Common Stock.
The Henkel Agreement provides that Henkel is not entitled to recommend any
directors from and after the time that Henkel, together with its affiliates,
owns less than 10% of the outstanding shares of Common Stock. Such
recommendations by Henkel are subject to the approval of a majority of all of
the directors, which approval may not be unreasonably withheld.
The Henkel Agreement also provides that at least one director recommended
by Henkel must be a member of any key committee of the Board of Directors that
has up to four members, and at least two directors recommended by Henkel must be
members of any key committee of the Board of Directors that has five or more
members. Under the Henkel Agreement, the obligation to appoint directors
recommended by Henkel to committees of the Board of Directors will lapse from
and after the time that Henkel, together with its affiliates, owns less than 10%
of the outstanding shares of Common Stock.
Henkel, together with its affiliates, owns approximately 11,208,224 shares
of Common Stock as of February 20, 1996, the date of the meeting of the Board of
Directors at which the nomination for election of directors was held, or
approximately 33.8% of the outstanding shares of Common Stock. Henkel was
therefore entitled to recommend under the Henkel Agreement three persons to be
directors of the Company. Henkel recommended Dr. Roman Dohr and Mr. Christoph
Henkel to serve as directors on the Board of Directors, both of whom have
previously been serving as such,
21
<PAGE> 24
and also for the first time recommended Dr. Jochen Krautter to serve on the
Board. The entire Board of Directors approved such nominees.
PROPOSAL 2
CONFIRMATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has appointed Price Waterhouse LLP,
independent accountants, to examine the accounts of the Company for the current
fiscal year and to report on the Company's financial statements for that period.
The firm of Price Waterhouse LLP has acted as independent accountants for the
Company since 1966. Representatives of Price Waterhouse LLP will be present at
the Annual Meeting to make a statement if they desire to do so and to respond to
appropriate questions.
The Audit and Finance Committee reviews annually the services that Price
Waterhouse LLP may be requested to provide from time-to-time and considers the
effect that the performance of these services may have on their audit
independence. It establishes guidelines, including dollar limitations, under
which Price Waterhouse LLP may be retained to perform nonaudit services. The
Committee annually reviews the services actually performed to determine that
they were in accordance with the guidelines it established.
There is no requirement that the appointment of Price Waterhouse LLP as the
Company's independent accountants be submitted to the stockholders for their
approval. However, the Board of Directors believes that stockholders should be
provided an opportunity to express their views on the subject. The Board of
Directors will not be bound by a negative vote, but will take that vote into
consideration in future years.
The Board of Directors unanimously recommends a vote FOR confirmation of
the appointment of Price Waterhouse LLP as independent accountants of the
Company for the current fiscal year.
OTHER MATTERS
The Board of Directors and management of the Company know of no matters to
be presented at the Annual Meeting other than those set forth in the Notice of
Annual Meeting of Stockholders. However, if any other matters properly come
before the meeting, the persons named in the enclosed proxy intend to vote the
shares to which the proxy relates on such matters in accordance with their best
judgment.
22
<PAGE> 25
STOCKHOLDER PROPOSALS
Proposals intended for inclusion in the 1997 Proxy Statement should be sent
to the Secretary, Loctite Corporation, 10 Columbus Boulevard, Hartford, 06106
and must be received by November 12, 1996. The Company's next Annual Meeting is
scheduled to take place on April 23, 1997. In addition, the Company's By-laws
permit stockholders to bring proposals before the Annual Meeting if the
stockholder has given timely notice of the proposal in writing to the Secretary.
For a stockholder's notice to be timely, it must be delivered to or mailed and
received at the foregoing address not less than 60 nor more than 90 days prior
to the scheduled Annual Meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date. If less than 70 days notice or
prior public disclosure of the date of the scheduled Annual Meeting is given or
made, the stockholder's notice must be delivered or received not later than the
close of business on the 10th day following the earlier of the day on which
notice of the date of the scheduled Annual Meeting was mailed or the day on
which the public disclosure was made. A stockholder's notice must include (1) a
brief description of the proposal desired to be brought before the Annual
Meeting, (2) the name and address as they appear on the Company's books of the
stockholder proposing such business, (3) the class and number of shares which
are beneficially owned by the stockholder on the date of the stockholder's
notice and (4) any material interest of the stockholder in the proposal.
By Order of the Board of Directors
EUGENE F. MILLER
Secretary
Hartford, Connecticut
March 13, 1996
23
<PAGE> 26
[LOCTITE CORPORATION LOGO]
COMPANY HIGHLIGHTS DURING 1995
- - Sales increased by 12% to a record $785 million.
- - New Worldwide Design Handbook introduced in 9 languages.
- - Shareholder value enhanced through repurchase of 1.7 million shares;
repurchasing to continue during 1996.
- - Ken Butterworth to retire as Chairman at the 1996 Annual Meeting. During his
tenure, sales grew from $240 to $785 million.
DETACH HERE LOC 3F
Please mark
/X/ votes as in
this example.
The Board of Directors recommends a vote FOR all of the following proposals:
<TABLE>
<S> <C>
1. Election of Directors FOR AGAINST ABSTAIN
NOMINEES: R.E. Ix, F.B. Krieble, Arthur P. Byrne, Dr. R. Dohr, 2. APPOINTMENT OF PRICE / / / / / /
Robert W. Fiondella, Dr. Jochen Krautter, S.J. Trachtenberg, Indra WATERHOUSE LLP as
K. Nooyi, David Freeman, Peter C. Browning, Stephen F. Page, and independent Accountants.
Christoph Henkel.
FOR WITHHELD
/ / / / 3. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
/ / __________________________________ come before the meeting.
For all nominees except as noted above.
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
This proxy when properly executed will be voted as
directed hereon, or if no direction is indicated, will
be voted FOR the election of the Board of Directors'
nominees for Directors and FOR proposal 2.
(Please date and sign exactly as name appears on this
proxy. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee, guardian,
etc., give title as well.)
</TABLE>
Signature____________________________ Date:__________________
Signature____________________________ Date:___________________
<PAGE> 27
DETACH HERE LOC F
P R O X Y
THIS PROXY IS SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS OF
LOCTITE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS APRIL 24, 1996
The undersigned hereby appoints Eugene F. Miller and William V.
Grickla, Jr., or either of them, proxies, with full power of substitution, to
act for and to vote the shares of stock of Loctite Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of said Company to be held on April 24, 1996, and at
any and all adjournments thereof.
Receipt of the Company's Notice of the Annual Meeting of Stockholders
and Proxy Statement is acknowledged.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
-------------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-------------
