<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
THIOKOL CORPORATION
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
<PAGE>
LOGO
SEPTEMBER 20, 1996
Dear Stockholder:
We invite you to the Annual Meeting of Stockholders of Thiokol Corporation,
which will be held on Thursday, October 24, 1996, at the Little America Hotel
& Towers, 500 South Main Street, Salt Lake City, Utah, commencing at 10:00
a.m. local time. Information about the matters to be voted upon at the meeting
is in the enclosed formal Notice of Meeting and Proxy Statement.
It is important that your shares be represented at this meeting whether or
not you personally plan to attend. Please sign, date, and return your proxy
promptly in the enclosed envelope. This will not limit your right to vote in
person or attend the meeting.
The Company's Annual Report for the fiscal year ended June 30, 1996, is
being distributed to stockholders along with this proxy statement.
[SIGNATURE OF MR. WILSON APPEARS HERE]
James R. Wilson
Chairman of the Board,
President and Chief
Executive Officer
<PAGE>
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
THURSDAY, OCTOBER 24, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Thiokol Corporation (the "Company")
will be held on Thursday, October 24, 1996, at the Little America Hotel &
Towers, 500 South Main Street, Salt Lake City, Utah, at 10:00 a.m. local time,
to consider and vote upon:
1. Election of four directors (see page 2);
2. Proposal to adopt the Thiokol Corporation 1996 Stock Awards Plan (see
page 22);
3. Ratification of appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending June 30, 1997 (see page
25); and
4. Any other business that may properly come before the meeting.
The close of business on September 17, 1996, has been fixed as the record
date for the meeting. All stockholders of record on that date are entitled to
be present and vote at the meeting.
Attendance at the Annual Meeting will be limited to stockholders of record,
beneficial owners of Company common stock entitled to vote at the meeting
having evidence of ownership, the authorized representative (one only) of an
absent stockholder, and invited guests of management. Any person claiming to
be an authorized representative of a stockholder must, upon request, produce
written evidence of such authorization.
The meeting will be conducted pursuant to the Company's By-Laws and rules of
order prescribed by the chairman of the meeting.
September 20, 1996
By Order of the Board of Directors,
Edwin M. North
Secretary
<PAGE>
THIOKOL CORPORATION
2475 WASHINGTON BOULEVARD
OGDEN, UTAH 84401-2398
PROXY STATEMENT
September 20, 1996
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation by the
Company's Board of Directors of proxies for use at its Annual Meeting of
Stockholders to be held on Thursday, October 24, 1996, and at any adjournment
thereof (the "1996 Annual Meeting").
Shares represented in person or by properly executed and unrevoked proxies
received in proper form in time for the 1996 Annual Meeting will be voted.
Shares will be voted in accordance with stockholders' instructions in the
accompanying proxy. If any such proxy contains no instructions, the shares
will be voted in accordance with the directors' recommendations, which are
noted herein. Any proxy given may be revoked at any time before it is voted at
the meeting.
On September 17, 1996, the record date for the 1996 Annual Meeting, there
were 18,235,563 shares of $1.00 par value common stock outstanding, each
entitled to one vote, and there is no cumulative voting. The Company has no
other class of equity securities outstanding.
Pursuant to the By-Laws of the Company, three Judges of Election have been
elected by the Board of Directors to serve at the 1996 Annual Meeting. In the
event any judge so elected shall not be present at the meeting, that judge
shall be replaced with a judge by the Board of Directors in advance of the
meeting or by the chairman of the meeting in advance of any voting at such
meeting. The owners of a majority of the outstanding shares entitled to vote
are required for a quorum for the transaction of business at the 1996 Annual
Meeting. Under Delaware corporation law abstentions, withheld votes and broker
no-votes (i.e., shares held by a broker or nominee which are represented at
the meeting, but with respect to which such broker or nominee is not empowered
to vote on a particular proposal or proposals) will be considered part of the
quorum. Directors will be elected by a plurality of the votes cast at the 1996
Annual Meeting, which means that abstentions, withheld votes, and broker no-
votes will not affect the election of the candidates. All other proposals,
including: (i) the proposal to adopt the Thiokol Corporation 1996 Stock Awards
Plan and (ii) the ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors, require the favorable vote of the holders of a
majority of the shares present and entitled to vote at the 1996 Annual Meeting
to pass. Therefore, abstentions as to particular proposals will have the same
effect as votes against such proposals and broker no-votes will not be counted
as votes for or against the proposal, and will not be included in counting the
number of votes necessary for approval of the proposal. The polls for the
casting of ballots at the 1996 Annual Meeting shall open at 8:00 a.m. local
time and shall close at 10:00 a.m. local time on October 24, 1996. For a ten
day period prior to the date of the 1996 Annual Meeting, a list of
stockholders entitled to vote will be open for examination during normal
business hours at the Company's principal offices, 2475 Washington Blvd.,
Ogden, Utah and may be examined by any stockholder for any purpose germane to
the meeting.
1
<PAGE>
The Company will bear the cost of the solicitation. In addition to
solicitation by mail, the Company will request banks, brokers, and other
custodian nominees and fiduciaries to supply proxy material to the beneficial
owners of the Company's common stock of whom they have knowledge, and will
reimburse them for their expenses in so doing. Certain directors, officers,
and other employees of the Company, not specifically employed for the purpose,
may solicit proxies, without additional remuneration therefor, by personal
interview, mail, telephone, or telegraph. In addition, the Company has
retained D. F. King & Co., Inc. to assist in the solicitation for a fee of
$5,000 plus expenses.
1. ELECTION OF DIRECTORS
The Board of Directors is currently comprised of ten directors. By
resolution, in accordance with the By-Laws of the Company, the Board of
Directors' membership was increased from nine to ten directors effective
January 18, 1996. Admiral William O. Studeman was elected by the Board to fill
the vacancy created by the expansion of the Board's membership and to serve in
the class of Directors for which term of office expires at the 1996 Annual
Meeting. The Company's Restated Certificate of Incorporation and By-Laws
provide for the Board to be divided into three classes. Each class serves for
a term of three years. At the 1996 Annual Meeting, Neil A. Armstrong, Charles
S. Locke, William O. Studeman, and Donald C. Trauscht will stand for election
as nominees for directors for a term to expire at the 1999 Annual Meeting.
The following table shows the class in which each nominee for director and
each director continuing in office serves and the year in which the term of
office for each such class expires.
BOARD OF DIRECTORS
YEAR TERM OF OFFICE EXPIRES
AT THE OCTOBER ANNUAL MEETING
<TABLE>
<CAPTION>
1996 1997 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NOMINEES FOR DIRECTOR
Neil A. Armstrong
Charles S. Locke
William O. Studeman
Donnald C. Trauscht
DIRECTORS CONTINUING IN OFFICE
Edsel D. Dunford
U. Edwin Garrison
James R. Wilson
Michael P.C. Carns
L. Dennis Kozlowski
James M. Ringler
</TABLE>
The nominees for election as directors at the 1996 Annual Meeting for the
above described terms are listed on the following pages. If any nominee should
become unavailable, an event the Board of Directors does not anticipate, it is
intended that such shares will be voted for such substitute nominee as may be
selected by the Board of Directors, or the Board may reduce the number of
directors. All nominees are presently serving as directors and have consented
to being named herein and to serve if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.
2
<PAGE>
BOARD MEETING ATTENDANCE AND COMPENSATION OF DIRECTORS
The Company's Board of Directors met six times during fiscal year 1996. All
incumbent directors were present for 75 percent or more of the total meetings
of the Board while they were Board members.
Directors who are employees of the Company receive no compensation for their
service as directors. Mr. James R. Wilson is the only employee serving as a
director. Other directors are paid an annual retainer of $30,000 plus a fee of
$1,000 and travel expenses for each Board meeting attended. Mr. Edsel D.
Dunford provides consulting services to the Company and serves as one of three
Company directors on the Blade Acquisition Corp. Board of Directors, the
holding company for Howmet Corporation. Thiokol Holding Co., a wholly owned
subsidiary of the Company, is beneficial owner of 49 percent of Blade
Acquisition Corp. common stock. Mr. Dunford receives an annual retainer paid
quarterly by the Company of $50,000 for serving as a Blade director, plus out-
of-pocket expenses.
The Company maintains a Deferred Fees Plan where non-employee directors may
elect to have payment of part or all of their directors' compensation deferred
until such time as they cease to be a director. The Plan was amended by the
Board to permit directors, beginning January 1, 1996, the option of electing
the deferral of their directors' fees into a cash or phantom stock credit
account. Amounts credited to the cash account are credited with increments
(similar to interest), amounts credited to the phantom stock account are
credited with amounts reflecting the change in the price of the Company's
common stock and payment of dividends. All distributions of a director's cash
or phantom stock account are made only in cash. Edsel D. Dunford, Charles S.
Locke, and James M. Ringler participate in the Plan's cash account. Two
retired directors with an interest in the Plan are receiving benefits.
Effective July 1, 1995, the Company renewed a one year consulting agreement
which expired June 30, 1996, with U. Edwin Garrison, the retired Chairman of
the Board and Chief Executive Officer of the Company, pursuant to which he
provided advice to the Chairman of the Board, President and Chief Executive
Officer and also acted as an advisor to Chairmen of the Committees of the
Board of Directors. During fiscal year 1996, Mr. Garrison received payments of
$50,000. In addition, Mr. Garrison receives the director's fees paid to non-
officer directors.
Mr. Garrison, as a retired employee of the Company, participates in the
Pension Plan and Excess Plan and receives the benefits described on page 12.
3
<PAGE>
NOMINEES FOR DIRECTORS
THREE-YEAR TERM EXPIRING AT THE 1999 ANNUAL MEETING
[PHOTO] NEIL A. ARMSTRONG, age 66, became a director of the Company in
October 1989. He has served as Chairman of AIL Systems, Inc.,
subsidiary of Eaton Corporation, an electronics and systems
company with sales primarily to the Federal Government. He is a
director of CINergy, Inc., Cincinnati Milacron Inc., Eaton
Corporation, RMI Titanium Co., and USX Corporation. He holds a
Bachelor of Science degree in Aeronautical Engineering from
Purdue University and a Master of Science degree in Aerospace
Engineering from the University of Southern California.
[PHOTO] CHARLES S. LOCKE, age 67, is the retired Chairman of the Board
and Chief Executive Officer of Morton International, Inc., a
manufacturer and marketer of specialty chemicals, automotive
inflatable restraint systems, and salt. He served as Chairman of
the Board and Chief Executive Officer of the Company from 1980
to 1989. Since then, he has continued as a non-employee director
of the Company. He is a director of Avon Products, Inc.; NICOR,
Inc. and its subsidiary, Northern Illinois Gas Company; and
Whitman Corporation. Mr. Locke holds Bachelor of Business
Administration and Master of Science degrees from the University
of Mississippi.
[PHOTO] WILLIAM O. STUDEMAN, age 56, was elected a director of the
Company in January 1996. Admiral Studeman retired from the Navy
in 1995 after a distinguished 33 year career including serving
as Deputy Director of Central Intelligence from 1992 until his
retirement. Admiral Studeman is a director of Premenos
Technology Corporation. He holds a Bachelor of Arts degree from
the University of the South and a Masters of Arts from George
Washington University.
[PHOTO] DONALD C. TRAUSCHT, age 62, was elected a director of the
Company in August 1993. He is the retired Chairman of the Board
and Chief Executive Officer of Borg-Warner Security Corporation,
a supplier of security services and is Chairman of B W Capital
Corporation, a private interest company. He served as the
Chairman of the Board, President and Chief Executive Officer of
Borg-Warner Security Corporation from 1993 to 1995; Chairman and
President, Borg-Warner Corporation, from 1990 to 1992; and as
Vice President Finance and Strategic, from 1987 to 1990. He is a
director of Borg-Warner Automotive, Inc., Baker Hughes
Incorporated, Blue Bird Corporation, IMO Industries, Inc., and
ESCO Electronics Corporation. Mr. Trauscht holds a Bachelor of
Science degree from St. Mary's College and a Master of Business
Administration degree from the University of Chicago.
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE
THREE-YEAR TERM EXPIRING AT THE 1998 ANNUAL MEETING
[PHOTO] EDSEL D. DUNFORD, age 61, was elected a director of the
Company in January 1995. He served as President and Chief
Operating Officer of TRW, Inc. from 1991 until his retirement in
December 1994. He served as Executive Vice President and General
Manager of TRW Space and Defense Business from 1987 to 1991. Mr.
Dunford is a director of Cooper Tire & Rubber Company; Blade
Acquisition Co., the holding company for Howmet Corporation; and
is a trustee at the University of California, Los Angeles. Mr.
Dunford holds a Bachelor of Science degree from the University
of Washington and a Masters of Engineering degree from the
University of California at Los Angeles.
[PHOTO] U. EDWIN GARRISON, age 68, retired as Chairman of the Board
October 1995 and retired as Chief Executive Officer of the
Company in June 1993 with 39 years of service. He served as
Chairman of the Board and Chief Executive Officer from July 1992
to June 1993; Chairman of the Board, President and Chief
Executive Officer from July 1991 to July 1992; and as President
and Chief Executive Officer from July 1989 to June 1991. He has
served as director of the Company since July 1989. Mr. Garrison
is a director of Questar Corporation. He holds a Bachelor of
Science degree in Mechanical Engineering from Mississippi State
University.
[PHOTO] JAMES R. WILSON, age 55, has served as Chairman of the Board,
President and Chief Executive Officer since October 1995 and
President and Chief Executive Officer from October 1993 to
October 1995. He has served as a director of the Company since
October 1993. He joined the Company in 1989 as Vice President
and Chief Financial Officer and became Executive Vice President
and Chief Financial Officer in 1992. Prior to joining the
Company, he was Senior Vice President and Chief Financial
Officer of Circuit City Stores 1987-1988. Mr. Wilson is a
director of Rohr, Inc., First Security Corporation, Blade
Acquisition Corp., and Howmet Corporation, and member of the
Board of Trustees of the College of Wooster. He holds a
Bachelors degree from the College of Wooster and a Masters of
Business Administration from Harvard University.
THREE-YEAR TERM EXPIRING AT THE 1997 ANNUAL MEETING
[PHOTO] MICHAEL P.C. CARNS, age 59, was elected a director of the
Company in January 1995. General Carns retired as Vice Chief of
Staff of the United States Air Force in 1994 with 36 years of
distinguished military service. General Carns is a director of
Woodward Clyde Group an international consulting group and a
member of the Board of Trustees of the Monterey Institute of
International studies. He holds a Bachelor of Science degree
from the United States Air Force Academy and a Masters of
Business Administration degree from Harvard University.
5
<PAGE>
[PHOTO] L. DENNIS KOZLOWSKI, age 49, was elected a director of the
Company in August 1993. He has served as Chairman of the Board,
President and Chief Executive Officer of Tyco International
Ltd., a manufacturer of fire protection and flow control
products, since 1992; as President of Tyco since 1989; and
President of Grinnell Corporation, a subsidiary, since 1982. He
is a director of Applied Power, Dynatech Corp., and Raytheon Co.
Mr. Kozlowski holds a Bachelor of Science degree and a Masters
of Business Administration from Seton Hall University.
[PHOTO] JAMES M. RINGLER, age 51, was elected a director of the
Company in August 1993. He has served as President and Chief
Executive Officer of Premark International, Inc., a diversified
manufacturer of products under leading brand names such as
Hobart, Vulcan, Wilsonart, Florida Tile, West Bend and Precor
since 1996; as President and Chief Operating Officer since 1992;
as Executive Vice President of Premark and President of the Food
Equipment Group since 1990. From 1986 to 1990 he served as
President of White Consolidated Industries' Major Appliance
Group, a subsidiary of Electrolux A.B. He is a director of
Premark International, Inc. and Reynolds Metals Company. Mr.
Ringler holds Bachelor of Science and Masters of Business
Administration degrees from the State University of New York at
Buffalo.
COMMITTEES OF THE BOARD
There are four standing committees of the Company's Board of Directors:
Audit, Compensation, Nominating, and Executive.
The Audit Committee recommends to the Board the independent auditors to be
selected to audit the Company's annual financial statements and reviews the
fees charged for such audits and for any special assignments given the
auditors. The Committee reviews the annual audit and its scope, including the
independent auditors' comment letter and management's responses; possible
violations of the Company's business ethics and conflict of interest policies;
any major accounting changes made or contemplated; and the effectiveness and
efficiency of the Company's internal audit program. In addition, the Committee
confirms that no restrictions have been imposed by Company personnel on the
scope of the independent auditors and the internal auditors' examinations.
Members of this Committee are Messrs. Donald C. Trauscht (Chairman), Michael
P.C. Carns, Neil A. Armstrong, L. Dennis Kozlowski, and William O. Studeman.
The Committee met four times in fiscal year 1996. All Committee members
attended 75 percent or more of the Committee meetings while a member of the
Committee.
The Compensation Committee annually reviews and reports to the Board on the
investment performance of the fund managers of the Company's retirement plans
and makes recommendations to the Board with respect to the creation and
amendment of compensation, retirement, and other benefit plans of the Company
and its subsidiaries. The Committee also approves compensation actions for
Executive Officers and other key employees, administers the Company's
executive bonus programs, and administers the Company's stock option and
awards plans. Members of the Committee are Messrs. Charles S. Locke
(Chairman), Edsel D. Dunford, James M. Ringler, and L. Dennis Kozlowski. The
Committee met four times and took action by written unanimous consent two
times in fiscal year 1996. All members attended 75 percent or more of the
Committee meetings while a member of the Committee. The Committee's report on
Executive Compensation is set forth below.
6
<PAGE>
The Nominating Committee reviews the size and composition of the Board,
evaluates individuals for potential membership on the Board, makes
recommendations to the Board of individuals to fill vacancies or new
positions, makes recommendations to the Board of individuals to be proposed to
stockholders for election to the Board at annual meetings of stockholders, and
makes recommendations to the Board regarding Committee structures and
responsibilities. Members of the Committee are Messrs. James M. Ringler
(Chairman), Edsel D. Dunford, Charles S. Locke, and U. Edwin Garrison. The
Committee had two meetings in fiscal year 1996. All Committee members attended
75 percent or more of the Committee meetings while a member of the Committee.
The Executive Committee may exercise all of the powers and authority of the
Company's Board, except that the Committee does not have the power to amend
the Company's By-Laws or Certificate of Incorporation (except to fix the
designations, preferences, and other terms of any of its preferred stock);
authorize the issuance of stock; declare dividends; adopt an agreement of
merger or consolidation; adopt a certificate of ownership and merger under
Delaware law; or recommend to Company stockholders the sale, lease, or
exchange of all or substantially all of its property and assets, a dissolution
of the Company or a revocation of a dissolution. Members of this Committee are
Messrs. James R. Wilson (Chairman), U. Edwin Garrison, and Charles S. Locke.
The Committee had no meetings in fiscal year 1996.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information as of August 23, 1996, with
respect to the shares of the Company's common stock which are held by persons
known to the Company to be beneficial owners of more than five percent of such
stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF NATURE PERCENT OF
OF BENEFICIAL OWNERS OF BENEFICIAL OWNERSHIP(/1/) CLASS
-------------------- -------------------------------------- ----------
<S> <C> <C> <C>
FMR Corp.................... Aggregate Amount: 1,122,730 6.2
82 Devonshire Street Sole Voting Power:(/2/) 166,280
Boston, Massachusetts 02109 Sole Dispositive Power: 1,122,730 6.2
Shared Dispositive Power: -0-
GSB Investment Management
Company.................... Aggregate Amount: 1,552,567 8.5
301 Commerce Sole Voting Power: 686,015 3.7
Suite 1501 Sole Dispositive Power: -0-
Ft. Worth, Texas 76102 Shared Dispositive Power: -0-
Mellon Bank Corporation..... Aggregate Amount: 1,980,000 10.8
One Mellon Bank Center Sole Voting Power: 1,980,000 10.8
Pittsburgh, Pennsylvania
15258 Shared Voting Power: -0-
Sole Dispositive Power:(/2/) 146,000
Shared Dispositive Power: 1,834,000 10.1
The Prudential Insurance
Company of America Aggregate Amount: 959,100 5.2
751 Broad Street Sole Voting Power: -0-
Newark, New Jersey 07102 Shared Voting Power: 956,100 5.2
Sole Dispositive Power: -0-
Shared Dispositive Power: 956,100 5.2
</TABLE>
- --------
(/1/As)reported on Schedule 13G or provided by the stockholder.
(/2/Less)than 1%.
7
<PAGE>
The following table shows the Company's common stock beneficially owned as
of September 17, 1996, by each director and nominee for director and each of
the Executive Officers named in the table on page 9, and the aggregate number
of such shares beneficially owned by all directors and Executive Officers of
the Company as a group (as used in this Proxy Statement the term "Executive
Officer" means all officers of the Company designated as Executive Officers by
the Board of Directors). Unless otherwise indicated in the footnotes, each
named person and member of the group has sole voting and investment power with
respect to the shares shown.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME OWNED(/1/)
---- ------------
<S> <C>
Neil A. Armstrong............................................... 1,100(/2/)
Winston N. Brundige............................................. 29,659
Michael P.C. Carns.............................................. 200
Richard L. Corbin............................................... 26,200
Edsel D. Dunford................................................ 3,000
U. Edwin Garrison............................................... 91,772
L. Dennis Kozlowski............................................. 1,000
Joseph A. Lombardo.............................................. 57,687
Charles S. Locke................................................ 2,562
James E. McNulty................................................ 51,278
James M. Ringler................................................ 1,000
William O. Studeman............................................. 100
Donald C. Trauscht.............................................. 400
James R. Wilson................................................. 126,494
All directors, nominees and Executive Officers as a group
(19 persons, including those named)............................ 482,774
</TABLE>
- --------
(/1/Including)shares which may be acquired presently or within 60 days upon
exercise of stock options: Messrs. Brundige 16,195; Corbin 24,600;
Garrison 54,000; Lombardo 55,700; McNulty 47,200; Wilson 120,650; and all
directors, nominees, and Executive Officers as a group 396,928 shares.
(/2/)Owned by a pension trust in which Mr. Armstrong has sole voting and
investment powers.
No individual's beneficial holdings total more than one percent of the
outstanding shares; the holdings of the group represent 2.6 percent of the
outstanding shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge based on review of copies of such reports
furnished to the Company and written representations, all Forms 3, 4, and 5
required by Section 16(a) of the Securities Exchange Act of 1934 have been
timely filed with respect to the most recently concluded fiscal year.
8
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The Summary Compensation Table sets forth the compensation for the three
fiscal years ended June 30, 1996, 1995 and 1994 both long-term and short-term,
for services in all capacities earned by those individuals who were as of June
30, 1996, (i) the Chief Executive Officer and (ii) the other four most highly
compensated Executive Officers of the Company and subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- -----------------------
AWARDS PAYOUTS
---------- ------------
SECURITIES
UNDERLYING
NAME AND OTHER ANNUAL OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(/1/) COMPENSATION(/2/) SARS # PAYOUTS(/3/) COMPENSATION(/4/)
- ----------------------- ---- -------- ---------- ----------------- ---------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
James R. Wilson........ 1996 $500,000 $330,860 $ 0 35,000 $283,271 $4,750
Chairman of the Board, 1995 425,000 467,500 0 30,000 266,030 4,458
President and Chief 1994 320,750 347,000 0 40,000 133,936 6,336
Executive Officer
Richard L. Corbin(/5/). 1996 225,000 124,454 0 7,600 0 4,725
Senior Vice President 1995 210,000 189,000 0 5,000 0 6,300
and Chief Financial
Officer 1994 26,250 0 0 12,000 0 525
Joseph A. Lombardo..... 1996 230,000 127,266 0 7,600 227,180 4,300
Vice President and 1995 215,000 175,988 0 9,500 111,000 4,159
General Manager, 1994 185,000 166,514 0 10,000 0 4,740
Space Operations
James E. McNulty....... 1996 207,000 102,000 0 6,700 178,072 4,680
Executive Vice 1995 191,900 153,520 0 7,500 167,061 4,686
President Human 1994 178,375 142,760 126,140 10,000 84,471 4,746
Resources and
Administration
Winston N. Brundige.... 1996 175,000 119,370 0 6,700 55,440 4,650
Vice President and 1995 165,000 132,000 0 7,500 57,000 4,950
General Manager, 1994 132,000 75,900 0 4,500 0 3,795
Defense
and Launch Vehicles
Division
</TABLE>
- --------
(/1/Bonuses)accrued under the Company's Key Executive Bonus Plan are paid
after the fiscal year in which they are accrued.
(/2/Amount)paid to Mr. McNulty represents Supplemental Cash Payment pursuant
to stock options granted prior to fiscal year 1992.
(/3/The)fiscal year 1996 LTIP payouts were made in August 1996 from the
Company's Key Executive Long-Term Incentive Plan for the Plan period July
1, 1993, through June 30, 1996. The fiscal year 1995 and fiscal year 1994
LTIP payouts were made with regard, respectively, to the three-year Plan
periods ending June 30, 1995, and June 30, 1994. Mr. Corbin participates
in the Plan, but will not be eligible for Plan benefits prior to
completion of the three-year Plan period ending June 30, 1997. LTIP
payments are made 50 percent in cash and 50 percent Company common stock
valued at market on the date of issuance. Messrs. Wilson and McNulty
received 1,573 and 982 shares of common stock respectively in 1994;
Messrs. Wilson, Lombardo, and McNulty received 2,399, 835, and 1,381
shares respectively in 1995; and Messrs. Wilson, Lombardo, McNulty, and
Brundige received 1,872, 1,052, 1,215, and 373 shares respectively in
1996.
(/4/The)amounts are the Company's matching contributions on behalf of each
named individual who made salary deferals under the Company's Employee
Savings and Investment Plan, a 401(k) plan. Amounts deferred are included
in Salary compensation.
(/5/Mr.)Corbin was elected an Executive Officer in May 1994 when he joined the
Company.
9
<PAGE>
STOCK OPTION GRANTS IN FISCAL YEAR 1996
The table below shows the Company's stock option grants in fiscal year 1996
to the named Executive Officers. The 1989 Stock Awards Plan, pursuant to which
these grants were made, authorizes the Compensation Committee to grant stock
options, stock appreciation rights, shares of restricted stock and other
awards valued by reference to the Company's common stock.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS(/1/) TERM(/2/)
------------------------------------- -------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE OR
UNDERLYING GRANTED TO BASE PRICE
OPTIONS/SARS EMPLOYEES IN PER EXPIRATION
NAME GRANTED (#) FISCAL YEAR SHARE DATE 0% 5% 10%
---- ------------ ------------ ----------- ---------- --- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
James R. Wilson......... 35,000 17.7 $34.375 8/17/2005 $ 0 $1,961,050 $3,116,628
Richard L. Corbin....... 7,600 3.8 34.375 8/17/2005 0 425,828 676,628
Joseph A. Lombardo...... 7,600 3.8 34.375 8/17/2005 0 425,828 676,628
James E. McNulty........ 6,700 3.4 34.375 8/17/2005 0 375,401 596,501
Winston N. Brundige..... 6,700 3.4 34.375 8/17/2005 0 375,401 595,501
</TABLE>
- --------
(/1/All)stock option grants are issued at market value on the date of grant.
Issued options are exercisable one year after the date of grant and have a
ten year term. Options lapse three months after the date of termination of
employment except for retirement, death, or disability. For Executive
Officers named in the table and other key employees, the stock option
grants prior to October 1993 contain limited stock appreciation rights
exercisable immediately only upon the change of control of the Company as
defined on page 13 under the section Termination of Employment and Change
of Control Agreements. Options issued to Executive Officers and certain
key employees prior to June 1992 contain supplemental cash payments (tax
gross-up payments) provisions. No stock option grants awarded subsequent
to June 1992 by the Compensation Committee contain supplemental cash
payments. James E. McNulty has 12,200 options eligible for tax gross-up.
One other Executive Officer has 708 options eligible for tax gross-up.
(/2/No)gain will be realized by an optionee without an increase in the price
of the Company's common stock which will correspondingly increase the
value of the common stock outstanding held by all stockholders. A 5
percent and a 10 percent gain would increase the total value of the
Company's outstanding common stock by $1,019.7 million and $1,620.3
million respectively. There can be no assurance that the gains shown in
the table will be realized since any gain is dependent on the performance
of the Company's common stock price which is attributed to many factors
including but not limited to Company performance and stock market
conditions. The value of the realized gains shown in this table is
provided solely for illustrative purposes only in compliance with rules
promulgated by the Securities and Exchange Commission.
10
<PAGE>
STOCK OPTIONS EXERCISED DURING FISCAL YEAR 1996
The following table presents information regarding the exercise during
fiscal year 1996 of options held by the named Executive Officers on June 30,
1996, to purchase shares of the Company's common stock and the value of
unexercised stock options.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS
OPTIONS/SARS AT FY-
AT FY-END END(/1/)
(#) ($)
------------- -------------
SHARES ACQUIRED VALUE(/2/) EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
James R. Wilson....... 0 $ 0 120,650/0 $1,544,784/0
Richard L. Corbin..... 0 0 24,600/0 298,762/0
Joseph A. Lombardo.... 0 0 55,700/0 1,047,971/0
James E. McNulty...... 0 0 47,200/0 838,139/0
Winston N. Brundige... 6,555 165,188 16,195/0 169,748/0
</TABLE>
- --------
(/1/Value)is calculated based on the closing New York Stock Exchange price of
the Company's common stock as of June 28, 1996, minus the option exercise
price.
(/2/Value)is calculated based on the average of the high and low New York
Stock Exchange price on the day on which the option was exercised minus
the option exercise price.
LONG-TERM COMPENSATION
The following table sets forth information concerning the named Executive
Officers participating in the Company's Key Executive Long-Term Incentive Plan
for fiscal year 1996 for the three-year Plan period beginning July 1, 1995,
and ending June 30, 1998.
LONG-TERM INCENTIVE PLAN
AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE -
PERFORMANCES OR BASED PLANS(/1/)
OTHER PERIOD -------------------------
UNTIL MATURATION $ $ $
NAME OR PAYOUT THRESHOLD TARGET MAXIMUM
- ---- ---------------- --------- ------- -------
<S> <C> <C> <C> <C>
James R. Wilson...................... 3 Years 106,250 425,000 850,000
Richard L. Corbin.................... 3 Years 42,000 168,000 336,000
Joseph A. Lombardo................... 3 Years 43,000 172,000 344,000
James E. McNulty..................... 3 Years 35,981 143,925 287,850
Winston N. Brundige.................. 3 Years 30,937 123,750 247,500
</TABLE>
- --------
(/1/Awards)under the Company's Executive Long-Term Incentive Plan are based on
attainment of predetermined earnings per share goals and return on capital
for Executive Officers who are not also operating unit heads. For
Executive Officers and other key employees who are also operating unit
managers participating in the Plan, awards are based on attainment of
predetermined goals, including pretax profit and return on total
investment goals. The Plan provides that bonus payments may be paid in
cash or a combination of cash and stock. The stock is valued at market
value on the date payment is made. Estimated Future Payouts are for the
fiscal year 1996 Plan Period.
11
<PAGE>
The Plan provides a target bonus opportunity based on a percentage of each
participant's base annual compensation determined by the participant's salary
grade. The opportunity ranges from 60 percent of base annual compensation for
the lowest salary grade covered by the Plan to 100 percent of base annual
compensation for the highest salary grade covered by the Plan. The amount of
the bonus award paid will vary from 25 percent of the target bonus opportunity
being paid if the threshold bonus opportunity goals are achieved; 100 percent
of the target bonus opportunity if the target bonus goals are achieved; and a
maximum bonus of 200 percent of the target bonus opportunity if the maximum
bonus targets are achieved.
RETIREMENT PLAN
The Company maintains a defined benefit Pension Plan for non-bargaining unit
employees and funds its entire cost. The following table shows the estimated
annual benefits payable upon retirement (including amounts attributable to the
defined benefit excess plan) for the specified compensation and years of
service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ------------ -------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000 $ 57,553 $ 78,821 $100,089 $121,357 $ 142,624 $ 157,424
400,000 118,203 161,771 205,339 248,907 292,474 322,074
600,000 178,853 244,721 318,589 376,457 442,324 486,724
800,000 239,503 327,671 415,839 504,007 592,174 651,374
1,000,000 300,153 410,621 521,089 631,557 742,024 816,024
1,500,000 451,778 617,996 784,214 950,432 1,116,649 1,227,649
</TABLE>
As of June 30, 1996, the named Executive Officers had the following credit
service for determining pension benefits: James R. Wilson, 7 years; Richard L.
Corbin, 2 years; Joseph A. Lombardo, 7 years; James E. McNulty, 7 years; and
Winston N. Brundige, 24 years.
All of the Executive Officers named in the Summary Compensation Table
participate in the Plan. Pension benefits are based on the average earnings
for the highest five consecutive years of the final ten years of service.
Compensation included in the final average earnings for pension benefit
computation includes base annual salary and annual bonuses but excludes
payments from the Company's Executive Long-Term Incentive Plan and all other
annual compensation shown in the Summary Compensation Table. Unreduced pension
benefits are calculated pursuant to the Plan's benefit formula as a straight
life annuity payable at age 67. Executive Officers of the Company retire at
age 65. Benefits may be payable in the form of a joint and survivor or a ten-
year certain option. Also, Messrs. Wilson, Corbin, Lombardo, McNulty and
Brundige participate in an unfunded survivors income benefit plan which
provides benefits to a surviving spouse of approximately 50 percent of a
participant's base pay at death and continues until the participant would have
attained age 65.
Because the Pension Plan is subject to the benefit and compensation limits
under the Internal Revenue Code of 1986 (the "Code"), the Company has
established an unfunded Excess Benefit Plan that provides for payment of
amounts that would have been paid to employees under the pension formula
absent the benefit limitations of the Code.
12
<PAGE>
The Company also maintains a Supplemental Executive Retirement Plan ("SERP")
designed to provide unfunded supplemental retirement benefits to certain
Executive Officers and key employees of the Company. The SERP is designed to
provide such selected employees a benefit at retirement equal to 60 percent of
the participant's average five highest consecutive years of compensation
during the last ten years. Plan benefits are offset by amounts the participant
receives from the Company's Retirement Plan, Excess Benefit Plan, and any
pension benefits received from other employer plans including military
pensions. A reduced early retirement benefit is available only at the
discretion of the Chairman of the Board or President. The SERP provides
accelerated benefit accrual, vesting, and payment in the event of death and a
change of control of the Company as defined by the Board of Directors. Messrs.
Wilson, Lombardo, Corbin, and McNulty participate in the SERP.
The Company may fund and secure all or a part of the Excess Benefit Plan and
SERP benefits through the use of a "Rabbi" Trust meeting the Code
requirements. All such funding is subject to the claims of the Company's
creditors.
TERMINATION OF
EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
The Company has entered into change of control employment agreements with
Messrs. Wilson, Corbin, Lombardo, McNulty, and Brundige and with certain other
key employees. These agreements are intended to provide for continuity of
employment in the event of a change of control as defined by the agreements,
including the following events: (i) acquisition by any person of 20 percent or
more of the voting securities of the Company; (ii) changes of the "incumbent
Board" as defined in the agreements; (iii) reorganization, merger, or
consolidation of the Company; or (iv) liquidation or sale of the Company. Each
of the agreements requires continued employment of the executive following a
change of control on a basis equivalent to his employment immediately before
such change. In the event that during the three-year period following a change
of control, the executive terminates his employment for "good reason" (as
defined in the agreements) or for any reason during the 30-day period
commencing one year after the change of control or the Company terminates the
executive's employment "without cause" (as defined in the agreements), the
executive would be entitled to receive a lump sum payment equal to three times
the sum of the executive's salary, average long-term bonus, and highest annual
bonus plus service and earnings credits under any Company retirement plan
which would have been earned during the employment period and the continuance
of fringe benefits during the three years after such termination. The
agreements provide that payments from the Company which (a) constitute
"parachute payments" as defined in Section 280G of the Code and (b) would
subject the executive to the 20 percent excise tax (the "Excise Tax")
contained in Section 4999 of the Code, will be "grossed up" by an additional
payment in an amount defined by the agreements which takes into account the
Excise Tax, tax penalties, and interest, as the case may be, with respect to
any such "parachute payments." The amounts of such parachute payments,
pursuant to the terms described above, are only determinable with specificity
on the date such payment obligations, if any, are triggered. With respect to
the salary, annual bonuses, and long-term bonuses shown in the Summary
Compensation Table, the estimated benefits payable under the foregoing
agreements for Messrs. Wilson, Corbin, Lombardo, McNulty, and Brundige are
$7.0, $3.4, $4.1, $2.8, and $1.4 million respectively.
13
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Compensation Policy
The Committee's Compensation Policy is designed to provide a competitive
compensation program which will attract, retain, motivate, and reward talented
individuals as Executive Officers and as key employees of the Company. The
compensation program is administered by the Committee. The Committee's
policies are implemented by the Company's compensation and benefits staff
under the direction of the Executive Vice President of Human Resources and
Administration. The components of the program include base annual salary,
short and long-term incentives, benefits, and perquisites. Compensation
grades, ranges, and midpoints adopted by the Committee are set based upon
nationally recognized compensation databases: (i) the Hewitt Management
Compensation Survey 777 consisting of 287 companies, (ii) Towers Perrin
Compensation Data Bank consisting of 438 companies, and (iii) the Summit (AIA)
survey of 56 aerospace companies. Although there are many other companies
represented in these compensation surveys, the Committee also considers the
compensation of peer group companies contained in the Standard & Poor's
Aerospace/Defense Index. Base salaries are set to correspond approximately
with the mean of salaries offered for like positions by comparable companies
in the compensation surveys. Short and long-term incentives are designed to
provide above average total compensation when performance of the Company or an
operating unit is above targets set by the Committee. Annual incentives are
related to the Company and operating unit performance and an individual's
achievement of qualitative individual and strategic goals. Long-term
incentives are designed to balance executive management focus between short
and long-term goals and to provide capital accumulation linked to Company or
operating unit performance. The total compensation program is designed to
reflect the overall level of the Company's or operating unit's financial
performance and achievement of strategic goals. Total compensation will vary
from year to year depending on the actual performance achieved against the
predetermined goals set both financially and qualitatively. The Committee
deems the specific details of financial goals, including earnings per share
and return on investment and specific subjectively measured qualitative goals,
are proprietary and confidential information, the disclosure of which would
reveal future strategies and plans of the Company not otherwise disclosed.
During fiscal year 1996, the Committee completed its annual review of the
compensation programs to determine the continuing effectiveness of the major
compensation components. As a result of such review, the Committee determined
it was in the best interests of the Company to amend the Key Executive Bonus
Plan permitting the Committee discretion to provide incentives for Plan
participant's achievement (as well as penalties for non-achievement) of
certain predetermined qualitative strategic operating and financial goals not
necessarily tied to earnings performance of the Company. The Committee also
determined an additional common stock authorization under the Company's Stock
Awards Plan was required in order for the Committee to continue its program of
equity based compensation for key employees of the Company and the need for
such stock based compensation to be tax deductible. The Committee recommended
the Board adopt the Thiokol Corporation 1996 Stock Awards Plan with a
1,000,000 share authorization designed in a manner permitting the tax
deductibility for the Company of stock based compensation to the extent such
compensation exceeds the $1 million compensation limit of Internal Revenue
Code Section 162(m). Stock option grants made from the Plan are contingent on
stockholder approval at the 1996 Annual Meeting. No grants were made from the
new Plan during fiscal year 1996.
14
<PAGE>
For the compensation program's financial incentives, the Committee also
reviewed the impact of the charges to earnings taken by the Company in the
second and third quarters of fiscal year 1996 for restructuring the Company's
fastening systems operations and inventory "write downs." The Committee
concluded it was in the best interests of the Company and Plan participants
that the impact of these charges and write downs be excluded for measuring the
level of achievement of the financial performance results against the
financial goals previously established by the Committee for the Executive
Long-Term Incentive Plan, but would be considered in determining the financial
results against predetermined goals for the annual incentive plans. The
Committee concluded that by excluding such charges, the impact on the
compensation plans for the current and subsequent fiscal years would be
minimized and the compensation objectives of such plans preserved.
The Committee also reviewed the impact of the Company's adjustment of the
federal income tax reserve and determined it was in the best interest of the
Company and Plan participants that the favorable earning impact of such tax
adjustment be excluded from the measurement of the achievement of the
financial results for the annual incentive plans, but would be included in
measuring financial performance results in the Executive Long-Term Incentive
Plan. Such recognition reflects the successful efforts of the participants in
the program in achieving the favorable tax results over a period of several
years.
The principal elements of the compensation program administered by the
Committee under the Compensation Policy for the Chief Executive Officer; the
Executive Officers, including the Chief Executive Officer; and other key
employees are as follows:
Base Annual Salary
Base annual salaries are set against established salary grades reflecting
the position, duties, and level of responsibilities of each Executive Officer,
including the Chief Executive Officer, and each other key employee. For each
salary grade, a salary range has been established consisting of maximum and
minimum levels evenly distributed around a midpoint based on the compensation
survey data discussed above. Base annual salaries are reviewed annually and
adjusted within the established salary ranges for each salary grade to reflect
individual performance and profitability of the Company or operating unit.
Periodically, salary grades, compensation ranges, and midpoints are reviewed
and adjusted so as to remain competitive with the marketplace as determined
from the compensation databases. During fiscal year 1996, salary ranges,
including those for Executive Officers, were adjusted reflecting a modest
increase (two percent) in competitive market conditions.
Annual Bonus Program
The Key Executive Bonus Plan established by the Committee, and approved by
the Board, as an annual incentive compensation plan provides cash incentive
opportunities to Executive Officers and other key employees selected by the
Committee. Each bonus amount is based upon the Company or respective operating
unit achieving predetermined earnings goals and the attainment of individual
qualitative strategic goals relative to the participant's position, duties,
and responsibilities with the Company ("Target Bonus Goals"). The Board of
Directors sets the Company's earnings goals effective the beginning of the
fiscal year. With review and approval by the Compensation Committee, the Chief
Executive Officer sets the earnings and strategic goals for operating unit
participants. During fiscal year 1996, the Plan was amended by the Committee
permitting Committee discretion to provide incentives for Plan participants
(as well as penalties for non-achievement) of certain predetermined
qualitative strategic, operating, and financial goals not necessarily tied to
earnings of the Company ("Strategic Goals").
15
<PAGE>
The Target Bonus Opportunity set for each Plan participant is a percentage
of the participant's base annual compensation. The percentage is determined by
the participant's salary grade and ranges from 30 percent of base annual
compensation for the lowest salary grade covered by the Plan to 60 percent of
base annual compensation for the highest salary grade.
The amount of each actual cash bonus paid is based on the Company's or
operating unit's earnings performance compared to predetermined earnings goals
and in the discretion of the Committee, the determination of the level of
attainment of Plan participants' Strategic Goals. Strategic Goals will vary
for each Executive Officer depending on position and responsibility. Fiscal
Year 1996 Strategic Goals and other major significant accomplishments included
completion of a restructuring plan for the reorganization of the strategic and
defense operations into a new operating division, Defense and Launch Vehicles
Division; restructuring of the operation of the fastening systems business
segment to improve operating and financial performance; completion of the
planned investment in the Howmet acquisition; achievement of sales and
marketing plans; new product development; customer satisfaction; quality; cost
reduction; and safety and environmental management. The cash bonus percentages
range from: (i) 0 percent of the Target Bonus if Target Bonus Goals are not
met, (ii) 40 percent to 100 percent of the Target Bonus if Target Bonus Goals
are partially or fully achieved (at least 95 percent of the Target Bonus Goals
must be achieved); and (iii) up to a maximum of 200 percent of the Target
Bonus depending on the level by which Target Bonus Goals are exceeded by
actual performance results. The amount of the annual bonus paid on achievement
in the discretion of the Committee of the subjectively measured qualitative
Strategic Goals will range to 25 percent of the Target Bonus Opportunity. The
amount of the annual bonus paid on achievement of the earnings goal will range
from a threshold of 40 percent of the Target Bonus Opportunity to a maximum of
200 percent of the Target Bonus Opportunity which is also the maximum bonus
payable under the Plan. If, for example, the earnings goal is achieved and in
the discretion of the Committee all the Strategic Goals are met, a bonus
payment will be made of 125 percent of the Target Bonus Opportunity: 100
percent representing the achievement of the earnings goal and 25 percent
representing achievement of the Strategic Goals. If in the discretion of the
Committee, the Strategic Goals are not met, no bonus is paid to a Plan
participant notwithstanding the achievement of the predetermined earnings
goals. In the event that earnings goals are not met, a Plan participant may
receive a bonus of up to 25 percent of the Target Bonus Opportunity, if in the
discretion of the Committee the Strategic Goals were achieved.
The Plan also permits the Committee to designate employees including
Executive Officers as Special Participants to receive discretionary bonus
payments made by the Committee in recognition of outstanding achievements or
accomplishments. During the fiscal year, four named Executive Officers,
including the Chief Executive Officer, received such discretionary bonuses
reflecting significant operating achievements including the negotiations and
completion of the Howmet transaction.
Although the actual earnings for the fiscal year, adjusted for annual bonus
purposes in the manner described above, did not meet the earnings goals set at
the beginning of the fiscal year for the Company on a consolidated basis,
earnings goals for certain operating units were met or exceeded. Annual
bonuses accrued for fiscal year 1996 reflect the level of earnings achieved
for Corporate or operation unit plan participants, achievement of strategic
goals, and discretionary bonuses paid by the Committee to Special
Participants, all Executive Officers, including the Chief Executive Officer,
named in the Summary Compensation Table earned bonuses from the Plan.
16
<PAGE>
Long-Term Incentive Plan
The Key Executive Long-Term Incentive Plan adopted by the Committee, and
approved by the Board, is designed as a long-term incentive program for
Executive Officers and other key employees in a position to substantially
influence the performance of the Company. The Plan authorizes incentive
bonuses based on achievement over a three-year period of specific financial
goals predetermined by the Committee for the Company and its operating units.
The financial goals are based on earnings per share growth and return on total
capital of the Company for each three-year period. For each operating unit
manager of the Company, the financial goals are growth in operating profits
and return on total investment at that unit.
The Target Incentive Bonus opportunity is a percentage of each participant's
base annual compensation determined by the participant's salary grade. Targets
range from 60 percent of base annual compensation for the lowest salary grade
covered by the Plan to 100 percent of base annual compensation for the highest
salary grade. The amount of the long term incentive bonus payment is formula
based and is equal to 50 percent of the Target Bonus Opportunity being awarded
on the achievement of earnings per share goals and 50 percent on the
achievement of return on capital or investment goals, as the case may be,
depending if the employee is a corporate or operating unit participant. The
Plan provides that the after tax payment of the bonus award is a combination
of cash and common stock of the Company reflecting the Committee's commitment
to encourage ownership of Company stock by Executive Officers and key
employees participating in the Plan.
Upon completion of a three-year performance period, the bonus paid to a
participant, subject to approval by the Committee, is based on the financial
goals achieved by the Company or operating unit, as the case may be, in
relationship to the financial goals set by the Committee at the beginning of
the Plan period. Actual performance, which varies from these goals, results in
individual awards that range from 0 percent to 200 percent of Target Incentive
Bonus Opportunity. For the three-year Plan period ending June 30, 1996, the
Company's financial performance (measured in terms of earnings per share and
return on capital or investment) adjusted in the manner previously described,
met, or in the case of certain operating units, met or exceeded the goals set
at the beginning of the Plan period commencing July 1, 1993. Messrs. Wilson,
Lombardo, McNulty, and Brundige have earned bonuses from the Plan. Richard L.
Corbin will be eligible for a bonus payment, if earned, for the plan period
ending June 30, 1997.
Stock Options
Under the Company's 1989 Stock Awards Plan approved by shareholders, the
Committee is authorized to grant stock options, stock appreciation rights,
shares of restricted stock, and other stock awards. The number of shares
granted to an individual is based on Committee established guidelines relating
to the recipient's position, salary grade, and stock price. The calculation of
the shares in an award is determined in part by dividing the midpoint of an
individual's salary range by the Company's stock price. An individual's past
performance in meeting strategic goals and the number of shares granted in
prior awards may also be considered by the Committee in its discretion in
determining the number of shares in the grant to be awarded. Stock options
granted by the Committee in August 1995 reflect the results of the Committee's
review of its stock option policy. The Committee has determined that providing
stock based compensation awards to Executive Officers and other key employees
who are in a position to impact the future performance of the Company
continues to be an integral part of the compensation package at this time
given industry practice.
17
<PAGE>
Perquisites
The Committee reviews annually the Executive Officers', including the Chief
Executive Officer's, perquisites to determine if they are competitive and
reflect the usual and customary industry practices based on compensation
survey data.
Determination of the Chief Executive Officer's Compensation
The fiscal year 1996 compensation for Mr. James R. Wilson, Chairman of the
Board, President and Chief Executive Officer, consists of a base annual
salary, an annual bonus, long term incentive bonus, stock option grant,
employee benefits provided to salaried employees as a group, and perquisites
that are usual and customary for the position.
The Committee has determined Mr. Wilson's salary grade, salary range, and
midpoint based on his position as Chairman of the Board, President and Chief
Executive Officer using the salary data described above. The size of the
Company; the aerospace, defense, and fastening systems industries and the
markets the Company serves; as well as Mr. Wilson's participation on the Board
of Directors of Howmet in which the Company maintains a 49 percent equity
ownership with call option for 100 percent equity ownership, were considered
by the Committee in setting Mr. Wilson's salary level for fiscal year 1996.
Mr. Wilson's base annual salary was correspondingly increased from $500,000 to
$540,000 effective October 1, 1996, as the result of such review. Mr. Wilson's
new base annual salary, with a Compa ratio of 105 (base compensation in
relationship to the midpoint of the salary range to the corresponding salary
grade), effectively provides Mr. Wilson with compensation that falls within
the range of salaries for comparable positions based on the salary survey data
and reflects the Committee's continuing policy of providing a competitive
compensation program.
Pursuant to the terms of the Key Executive Bonus Plan, Mr. Wilson's target
bonus opportunity is set at 55 percent of his base annual compensation with a
threshold bonus opportunity of 40 percent of target bonus and a maximum bonus
opportunity of 200 percent of target bonus. Under the terms of the Key
Executive Long-Term Incentive Bonus Plan for the three year plan beginning
July 1, 1996, and ending June 30, 1999, Mr. Wilson's target bonus opportunity
was set at 100 percent of base annual compensation at July 1, 1996. The
threshold bonus opportunity under this long-term incentive plan is 25 percent
of target bonus opportunity and the maximum bonus opportunity is 200 percent
of target.
For fiscal year 1996, Mr. Wilson received an annual bonus award of $66,172
or 25 percent of his Target Bonus Opportunity. Pursuant to the terms of the
Key Executive Bonus Plan, no award was made for the achievement of the
earnings per share goals, and remainder of the payment reflects the payment of
25 percent of Mr. Wilson's Target Bonus Opportunity for the achievement of his
subjectively measured Strategic Goals. Both the financial and qualitative
goals were set at the beginning of the fiscal year. As a Special Participant
in the Key Executive Bonus Plan, the Committee also awarded Mr. Wilson a
special discretionary bonus of $264,688 for outstanding achievement on the
negotiations and completion of the Howmet transaction strategically
positioning the Company in commercial business less dependent on Government
spending and the strategic work to reposition the fastener systems business
segment for improved operating and financial performance.
Mr. Wilson's Key Executive Long-Term Incentive Plan bonus plan payment of
$283,271 represents the achievement of earnings per share and return on
capital financial goals exceeding the target goals established at the
beginning of the three year plan period beginning July 1, 1993. This bonus
payment is paid 50 percent in cash and 50 percent in Company common stock
based on the market price of the date of the award.
18
<PAGE>
Mr. Wilson's compensation and the compensation of the other named Executive
Officers in the Summary Compensation Table reflect the financial performance
of the Company and its operating units in an environment of continuing
reductions in federal spending on defense and aerospace programs and
accomplishment of strategic actions for repositioning the Company in
commercial markets and making the Company less dependent on defense and
aerospace programs. Since the beginning of the five year performance period
beginning July 1, 1991, and ending June 30, 1996, total shareholder value
including the assumed reinvestment of dividends, has increased approximately
293 percent compared to the Standard & Poor's 500 Index of 207 percent. During
the fiscal year 1996, earnings per share were maintained on a declining sales
base and on lower volumes at Company operations serving defense related
markets. The fastening systems segment restructuring, inventory write downs,
management reorganization, and implementation of cost reduction initiatives
are expected to position this business segment for improved operating and
financial performance. The successful negotiation and completion of the
investment in Howmet strategically positions the Company in commercial markets
when the call option to acquire the remaining equity is exercised. The fiscal
year ended with the Space Shuttle contract well managed in terms of motor
performance, delivery, and cost management. The completion of significant tax
audits permitting a corresponding reduction in the tax reserves with favorable
earnings results was achieved.
1993 Tax Act Compensation Limits
Section 162(m) of the Code adopted under the 1993 tax law changes, restricts
the tax deductibility for certain non-formula performance based executive
compensation exceeding $1 million. Mr. Wilson's compensation exceeds the $1
million compensation limit for fiscal year 1996. To the extent that such
compensation in excess of the $1 million dollar limit does not meet the
performance base compensation requirements, the Company may not receive the
benefit of a corresponding tax deduction. The Committee has determined that
applying discretion in determining all or part of the criteria for Mr.
Wilson's incentive compensation awards for fiscal year 1996 outweighs the tax
benefit of the corresponding tax deduction that might otherwise have been
received for such compensation meeting Internal Revenue Code requirements.
During the 1996 fiscal year, the Committee reviewed compensation plans and
determined that it was in the interest of the Company to provide for the tax
deductibility of stock based compensation derived from stock option grants
awarded pursuant to the establishment of the 1996 Thiokol Corporation Stock
Awards Plan submitted to stockholders for approval at the 1996 Annual Meeting.
The Committee also determined that it was in the best interest of the Company
to maintain flexibility in the Key Executive Bonus Plan to make bonus awards
or otherwise adjust bonuses to meet certain objectives not necessarily
relating to short term annual performance results. To the extent that
compensation derived from the annual bonus plan or the long-term incentive
plan exceeds the Tax Code's $1 million dollar compensation limit, such
compensation may not be tax deductible for the Company.
COMPENSATION COMMITTEE
Charles S. Locke, Chairman
Edsel D. Dunford
L. Dennis Kozlowski
James M. Ringler
19
<PAGE>
The report of the Compensation Committee and the following stock performance
graph are not deemed to be "soliciting material" or to be "filed" with the SEC
or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), except to the
extent the Company specifically requests that such information be treated as
soliciting material or specifically incorporates it by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act.
20
<PAGE>
PERFORMANCE GRAPH
The following graph presents a comparison of the cumulative stockholder
return reflected by dollars on the common stock of the Company for the five
year period beginning July 1, 1991, and ending June 30, 1996, as measured
against (i) the Standard & Poor's 500 Stock Index and (ii) the Standard &
Poor's Aerospace and Defense Index.
The returns shown assume that $100 was invested in Thiokol Corporation
common stock starting on July 1, 1991. The returns shown also assume that all
dividends paid during the five year period were reinvested.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
6/91 6/92 6/93 6/94 6/95 6/96
------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Thiokol Corporation................. $100.00 108.02 151.53 171.66 220.67 293.27
Standard & Poor's 500 Index......... $100.00 113.49 128.93 130.66 164.71 207.63
Standard & Poor's Aerospace/Defense
Index.............................. $100.00 101.36 131.30 156.98 217.60 298.86
</TABLE>
21
<PAGE>
2. PROPOSAL TO ADOPT THE THIOKOL CORPORATION 1996 STOCK AWARDS PLAN
Description of the Plan
On June 20, 1996, the Board of Directors adopted the Thiokol Corporation
1996 Stock Awards Plan (the "1996 Plan") subject to stockholders' approval at
the 1996 Annual Meeting. The 1996 Plan provides for the authorization of one
million shares of the Company's common stock that may be issued and as to
which stock options, Stock Appreciation Rights, and restricted stock
("Awards") may be granted under the 1996 Plan. Material terms of the 1996 Plan
are summarized below. The full text of the Plan is set forth as Exhibit A to
this Proxy Statement.
The 1996 Plan being presented to stockholders for approval is designed to
comply with Code Section 162(m) preserving for the Company the tax deduction
for stock based compensation for key employees derived from the stock awards
made from the Plan. The 1996 Plan will replace the 1989 Stock Awards Plan
which does not meet Code Section 162(m) requirements and has 19,719 authorized
shares remaining available for grant. The Plan also provides for a one million
share authorization to permit the Compensation Committee (the "Committee") to
continue providing stock based compensation awards to employees of the Company
and its affiliates in which the Company has a direct or indirect equity
interest as defined by the Committee. The Plan is administered by the
Committee consisting of two or more directors of the Company who are "outside
directors" as the term is used in Code Section 162(m) and "Non-Employee"
directors for the purpose of Rule 16-b3.
The terms of the Plan permit the Committee to make stock option grants which
may be Incentive Stock Options within the meaning of Code Section 422 or other
forms of nonqualified stock options as the Committee may determine. The
exercise price of all options granted must be at not less than 100 percent of
the fair market value of the Company's common stock on the date of grant. The
term of the option is set by the Committee; and in the case of Incentive Stock
Options, the term shall not be more than 10 years. Options may be exercised in
whole or in part during the term of the grant in cash, common stock of the
Company with fair market value on the date of grant equal to the aggregate
exercise price ("stock swaps"), a combination of cash or common stock, or with
other good and valuable consideration determined by the Committee pursuant to
the terms of the Plan.
The Plan permits the Committee to grant Stock Appreciation Rights (SAR's) on
terms and conditions not inconsistent with the terms of the Plan at not less
than 100 percent of the fair market value of the common stock on the date of
grant. SAR's may be issued in tandem with an option. The amount payable by the
Company must be paid in Company common stock valued at the fair market value
on the date of exercise, cash, or a combination of both.
The Plan permits the Committee to issue restricted stock on such terms and
conditions as the Committee may determine not inconsistent with the terms of
the Plan including shares of common stock earned under any of the Company's
compensation plans.
The maximum number of shares of common stock with respect to which awards
may be granted under the Plan during any calendar year to a single plan
participant shall not exceed 400,000 shares.
All awards made by the Committee shall be made by written agreement which
shall contain such terms and conditions that are consistent with Code Section
162(m) and Code Section 422 in respect to the award of Incentive Stock
Options. Such written agreement shall set forth the terms among others under
which such awards shall vest; are exercisable, including termination of
employment, death, disability, retirement and change of control of the
Company, and the method and manner of payment.
22
<PAGE>
No award made under the Plan is transferable by a participant except
pursuant to the terms of a designation of beneficiary and the laws of dissent
and distribution or pursuant to a qualified domestic relations order as
defined by the Employee Retirement Income Security Act of 1974.
Awards are subject to adjustment to reflect any changes in the outstanding
common stock of the Company or other changes affecting shares, including
adjustments in the number of shares available for issuance, shares covered by
an outstanding award, or adjustment in price that become necessary to prevent
a dilution or enlargement of benefits or potential benefits under the Plan.
The Committee has the power to withhold taxes or require participants to
remit to the Company such amounts as required to satisfy tax withholding
obligations either in cash or common stock or a combination of both.
The Plan shall be administered by the Committee, which in its sole
discretion, has the authority to select participants; and to make such awards
in such form and amount it desires; and impose limitations, restrictions, and
conditions on the award granted and the exercise not otherwise inconsistent
with the terms of the Plan. The Committee shall have such other administrative
powers conferred to the Committee by the Plan including Plan interpretation
and rules and procedures of Plan administration.
The effective date of the Plan is August 15, 1996, subject to stockholder
approval within twelve months of the effective date. Awards may be issued
prior to stockholder approval, but no award shall vest prior to the Plan's
approval by stockholders. In the event that stockholder approval is not
obtained within the twelve month period, all awards are canceled and become
null and void. The Plan will terminate August 14, 2006. The Board of Directors
or Committee may amend or terminate the Plan provided, however, that such
amendment shall only be made without stockholder approval as permitted by law
and the stock exchanges where the Company's common stock is listed.
Federal Income Tax Consequences of the 1996 Plan
The following discussion is limited to federal income tax laws and does not
discuss income tax laws of any state. There is no assurance that such federal
income tax laws will not change.
The 1996 Plan is not a qualified plan under Code Section 401(a) and is not
subject to the provisions of the Employee Retirement Income Security Act.
Stock Options. The grant of an incentive stock option or a nonqualified
stock option would not result in income for the participant or in a deduction
for the Company.
The exercise of a nonqualified stock option would result in ordinary income
for the participant and a deduction for the Company measured by the difference
between the option price and the fair market value of the shares received at
the time of exercise. Income tax withholding would be required.
The exercise of an incentive stock option would not result in income for the
participant if the participant does not dispose of the shares within two years
after the date of grant or one year after the transfer of shares upon
exercise. If these requirements are met, the basis of the shares upon later
disposition would be the option price. Any gain will be taxed to the employee
as long-term capital gain, and the Company would not be entitled to a
deduction. The excess of the market value on the exercise
23
<PAGE>
date over the option price is an item of tax preference, potentially subject
to the alternative minimum tax.
If the participant disposes of the shares prior to the expiration of either
of the holding periods (such as in the case of a "cashless" stock option
exercise or other disposition), the participant would recognize ordinary
income, and the Company would be entitled to a deduction equal to the lesser
of the fair market value of the shares on the exercise date minus the option
price or the amount realized on disposition minus the option price. Any gain
in excess of the ordinary income portion would be taxable as long-term or
short-term capital gain or additional ordinary income as determined by the
holding period.
Stock Appreciation Rights. The grant of a SAR would not result in income for
the participant or in a deduction for the Company. Upon the exercise of a SAR,
the participant would recognize ordinary income, and the Company would be
entitled to a deduction measured by the fair market value of the shares plus
any cash received. Income tax withholding would be required.
Restricted Stock Grants. The grant of Restricted Stock should not result in
income for the participant or in a deduction for the Company for federal
income tax purposes, assuming the shares transferred are subject to
restrictions resulting in a "substantial risk of forfeiture" as intended by
the Company. If there are no such restrictions (such as the issuance of shares
in connection with awards from other Company compensation plans), the
participant would recognize ordinary income upon receipt of the shares.
Dividends paid to the participant while the stock remained subject to
restriction would be treated as compensation for federal income tax purposes.
At the time the restrictions lapse, the participant would receive ordinary
income, and the Company would be entitled to a deduction measured by the fair
market value of the shares at the time of lapse. Income tax withholding would
be required.
The following table shows certain information with respect to fiscal year
1997 stock option grants contingently awarded by the Compensation Committee,
subject to the Plan's approval by stockholders, to Messrs. Wilson, Corbin,
Lombardo, and McNulty. No other grants have been issued to directors or other
Executive officers not otherwise set forth on the table below. Such other
awards that may be issued under the Plan are not determinable at this time.
NEW PLAN BENEFITS
1996 STOCK AWARD PLAN
<TABLE>
<CAPTION>
DOLLAR NUMBER
NAME AND POSITION VALUE(1) OF SHARES
- ----------------- -------- ----------
<S> <C> <C>
James R. Wilson............................................. $218,750 35,000
Chairman of the Board,
President and Chief Executive Officer
Richard L. Corbin........................................... 46,875 7,500
Senior Vice President
and Chief Financial Officer
Joseph A. Lombardo.......................................... 46,875 7,500
Vice President and General Manager,
Space Operations
James E. McNulty............................................ 46,875 7,500
Executive Vice President
Human Resources and Administration
</TABLE>
- --------
(1) Based on the difference of $38.625 per share, the fair market value of the
Company's Common Stock on August 15, 1996, the date of grant and $44.875,
the closing market price of the Company's Common Stock on New York Stock
Exchange on September 6, 1996.
24
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL TO ADOPT THE
THIOKOL CORPORATION 1996 STOCK AWARDS PLAN.
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon recommendation by the Audit Committee, the Board of Directors has
appointed Ernst & Young LLP ("Ernst & Young") as its independent auditors for
the fiscal year ending June 30, 1997. At the Board's direction, the
appointment of Ernst & Young is being presented to the stockholders for
ratification at the 1996 meeting. While ratification is not required by law or
the Company's Certificate of Incorporation or By-Laws, the Board believes that
such ratification is desirable. In the event this appointment is not ratified
by stockholders, the Board will consider that fact when it appoints
independent auditors for the next fiscal year.
Ernst & Young was the Company's independent auditors for fiscal year 1996
and for all prior years since 1969. Audit services provided to the Company by
Ernst & Young during fiscal year 1996 consisted of examination of the
financial statements of the Company and its subsidiaries for that year and the
preparation of various related reports, as well as services relating to
filings with the Securities and Exchange Commission, and pension, savings, and
welfare plan audits.
Representatives of Ernst & Young are expected to be present at the 1996
Annual Meeting with the opportunity to make a statement if they so desire and
to be available to respond to appropriate questions relating to that firm's
examination of the Company's financial statements for fiscal year 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF ERNST & YOUNG.
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
Management does not now intend to bring before the 1996 Annual Meeting any
matters other than those disclosed in the notice of the meeting. Should any
matter requiring a vote of stockholders be properly brought before the meeting
by or at the direction of the Board of Directors, the proxies in the enclosed
form confer upon the person or persons entitled to vote the shares represented
by such proxies discretionary authority to vote such shares in respect of any
such matter in accordance with their best judgment.
For business to be properly brought before an annual stockholders' meeting
by a stockholder, advance written notice in accordance with the By-Laws of the
Company must be received by the Corporate Secretary of the Company at its
principal executive offices.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholder proposals intended for the proxy statement for the 1997 Annual
Stockholders' Meeting must be received by the Corporate Secretary of the
Company at its principal executive offices no later than May 22, 1997.
25
<PAGE>
ANNUAL REPORT AND FORM 10-K
The Company will provide, without charge, upon written request from any
person solicited herein, a copy of the Thiokol Corporation Annual Report and
Form 10-K filed with the Securities and Exchange Commission. Requests should
be directed to the Director of Investor Relations, Thiokol Corporation, 2475
Washington Blvd., Ogden, Utah 84401-2398.
By Order of the Board of Directors,
Edwin M. North
Secretary
Ogden, Utah
September 20, 1996
26
<PAGE>
EXHIBIT A
THIOKOL CORPORATION
1996 STOCK AWARDS PLAN
1. PURPOSE. The purpose of the Thiokol Corporation 1996 Stock Awards Plan
(the "Plan") is to promote the long term financial interests and growth of
Thiokol Corporation (the "Company") by (a) attracting and retaining executive
personnel, (b) motivating executive personnel by means of growth-related
incentives, (c) providing incentive compensation opportunities that are
competitive with those of other major corporations; and (d) furthering the
identity of interests of Participants with those of the stockholders of the
Company.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" means any entity in which the Company has a direct or
indirect equity interest which is so designated by the Committee.
"Award Limit" means 400,000 shares of Common Stock.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor statue.
"Committee" means a committee of two or more directors of the Company who
are "outside directors" as such term is used in Section 162(m) of the Code
and Non-Employee Directors for purposes of Rule 16b-3.
"Common Stock" means the common stock, $1.00 par value, of the Company or
such other securities as may be substituted therefore pursuant to paragraph
6(e).
"Employee" means any officer or other employee (as defined in accordance
with Section 3401(c) of the Code) of the Company, or of any Affiliate.
The "Fair Market Value" of a share of Common Stock means the average
between the highest and lowest quoted selling prices of the common stock on
the New York Stock Exchange on pertinent option grant date or exercise
date.
"Participant" means any key Employee of the Company or an Affiliate
selected by the Committee.
"QDRO" means a qualified domestic relations order as defined by the Code
or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.
"Rule 16b-3" means such rule adopted under the Securities Exchange Act of
1934, as such rule is amended from time to time, or any successor rule.
3. LIMITATION ON AGGREGATE SHARES. The number of shares of common stock with
respect to which awards may be granted under the Plan shall not exceed
1,000,000 shares. Such 1,000,000 shares of common stock may be either
previously authorized but unissued shares, treasury shares, or a combination
thereof, as the Committee shall determine. The maximum number of shares of
common stock with respect to which awards may be granted under the Plan during
any calendar year to a single Participant may not exceed the Award Limit. To
the extent required by Section 162(m) of the Code, shares subject to Options
which are canceled continue to be counted against the Award Limit and if,
after grant of an Option, the price of shares subject to such Option is
reduced, the transaction is
A-1
<PAGE>
treated as a cancellation of the Option and a grant of a new Option and both
the Option deemed to be canceled and the Option deemed to be granted are
counted against the Award Limit. Furthermore, to the extent required by
Section 162(m) of the Code, if, after grant of a Stock Appreciation Right
("SAR"), the base amount on which stock appreciation is calculated is reduced
to reflect a reduction in the Fair Market Value of the Company's Common Stock,
the transaction is treated as a cancellation of the SAR and a grant of a new
SAR and both the SAR deemed to be canceled and the SAR deemed to be granted
are counted against the Award Limit.
4. ADD-BACK OF OPTIONS AND OTHER RIGHTS. If any Option, other right to
acquire shares of Common Stock under this Plan, or any other award, expires or
is canceled without having been fully exercised, or is exercised in whole or
in part for cash as permitted by this Plan, the number of shares subject to
such Option or other right but as to which such Option or other right was not
exercised prior to its expiration, cancellation or exercise may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
3. Furthermore, any shares subject to Options or other awards which are
adjusted pursuant to Section 6(e) and become exercisable with respect to
shares of stock of another corporation shall be considered canceled and may
again be optioned, granted or awarded hereunder, subject to the limitations of
Section 3. Shares of Common Stock which are delivered by the Participant or
withheld by the Company upon the exercise of any Option or other award under
this Plan, in payment of the exercise price thereof, may again be optioned,
granted or awarded hereunder, subject to the limitations of Section 3. If any
share of Restricted Stock is forfeited by the Participant or repurchased by
the Company pursuant to Section 5(c)(iii) hereof, such share may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
3. Notwithstanding the provisions of this Section 4, no shares of Common Stock
may again be optioned, granted or awarded if such action would cause an
Incentive Stock Option to fail to qualify as an incentive stock option under
Section 422 of the Code.
5. AWARDS. The Committee may grant stock options ("Options"), to
Participants, in accordance with this paragraph 5 and the other provisions of
the Plan.
(a) Options.
(i) Option Grants. Options granted under the Plan may be incentive stock
options ("ISOs") within the meaning of Section 422 of the Code or any
successor provision, or in such other form, consistent with the Plan, as
the Committee may determine.
(ii) Option Exercise Price. The exercise price of an Option shall be
fixed by the Committee at not less than 100% of the Fair Market Value of a
share of common stock on the date of grant.
(iii) Option Term. The term of an Option shall be set by the Committee in
its discretion; provided, however, that in the case of ISOs, the term shall
not be more than ten (10) years from the date the ISO is granted.
(iv) Exercisability. Options shall be exercisable at such time or times
as the Committee shall determine at or subsequent to grant.
(vi) Exercise of Options. An exercisable Option may be exercised in whole
or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Committee may require that, by the terms of the
Option, a partial exercise be with respect to a minimum number of shares.
Options shall be exercised in whole or in part by providing (A) written
notice to the Company (to the attention of the Corporate Secretary)
complying with the applicable rules
A-2
<PAGE>
established by the Committee; (B) such representations and documents as the
Committee deems necessary or advisable to effect compliance with all
applicable laws or regulations; (C) in the event that the Option shall be
exercised pursuant to Section 6(d) by any person or persons other than the
optionee, appropriate proof of the right of such person or persons to
exercise the Option; and (D) payment in full of the option price. Payment
of the option price may be made, at the discretion of the optionee, and to
the extent permitted by the Committee, (1) in cash (including check, bank
draft, or money order), (2) in Common Stock with a Fair Market Value on the
date of delivery equal to the aggregate exercise price of the Option or
exercised portion thereof, (3) by a combination of cash and common stock,
or (4) with any other good and valuable consideration.
(vii) Rights as Stockholders. The holders of Options shall not be, nor
have any of the rights or privileges of, stockholders of the Company in
respect of any shares purchasable upon the exercise of any part of an
Option unless and until certificates representing such shares have been
issued by the Company to such holders.
(viii) Ownership and Transfer Restrictions. The Committee may impose such
restrictions on the ownership and transferability of the shares purchasable
upon the exercise of an Option as it deems appropriate. Any such
restriction shall be set forth in the respective Stock Option Agreement and
may be referred to on the certificates evidencing such shares. The
Committee may require the Employee to give the Company prompt notice of any
disposition of shares of Common Stock acquired by exercise of an ISO within
(i) two years from the date of granting such Option to such Employee or
(ii) one year after the transfer of such shares to such Employee. The
Committee may direct that the certificates evidencing shares acquired by
exercise of an Option refer to such requirement to give prompt notice of
disposition.
(b) Stock Appreciation Rights.
(i) Grant and Price of SAR. Subject to such terms and conditions not
inconsistent with this Plan as the Committee shall impose and shall be
evidenced by a written Stock Appreciation Right Agreement, an SAR shall
entitle its holder to receive from the Company, at the time of exercise of
such right, an amount equal to the excess of the Fair Market Value (at the
date of exercise) of a share of common stock over the SAR price multiplied
by the number of shares as to which the holder is exercising the SAR. The
SAR price shall be fixed by the Committee at not less than 100% of the Fair
Market Value of a share of common stock on the date of grant. SARs may be
in tandem with any previously or contemporaneously granted Option or
independent of any Option.
(ii) Tandem SARs. An SAR in tandem with an Option shall be related to a
particular Option and shall be exercisable only when and to the extent the
related Option is exercisable. An SAR in tandem with an Option may be
granted to the Participant for no more than the number of shares subject to
the simultaneously or previously granted Option to which it is coupled.
(iii) Amount Payable by Company. The amount payable may be paid by the
Company in common stock (valued at its Fair Market Value on the date of
exercise), cash or a combination thereof, as the Committee may determine,
which determination shall be made after considering any preference
expressed by the holder.
(iv) Exercise of SAR. An SAR shall be exercised by written notice to the
Company (to the attention of the Corporate Secretary) at any time prior to
its stated expiration, subject to any timing or other restrictions with
respect to a SAR, including a window period limitation, as may be imposed
by the Committee.
A-3
<PAGE>
(c) Restricted Stock.
(i) Restricted Stock Award. The Committee may award to any Participant
shares of common stock, including shares earned under any of the Company's
compensation plans, subject to this paragraph 5(c) and such other terms and
conditions as the Committee may prescribe (such shares being called
"Restricted Stock"), which restrictions may include, without limitation,
restrictions concerning voting rights and transferability and restrictions
based on duration of employment with the Company, Company performance and
individual performance. Each certificate for Restricted Stock shall be
registered in the name of the Participant and deposited, together with a
stock power endorsed in blank, with the Company.
(ii) Restrictions. There shall be established for each Restricted Stock
award a restriction period (the "Restriction Period") of such length as
shall be determined by the Committee. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided, during the Restriction Period. Unless otherwise
provided by the Committee, except for such restrictions on transfer and
such other restrictions as the Committee may impose, the Participant shall
have all the rights of a holder of common stock as to such Restricted
Stock. The Committee, in its sole discretion, may permit or require the
payment of cash dividends to be deferred and, if the Committee so
determines, reinvested in additional Restricted Stock or otherwise
invested. At the expiration of the Restriction Period, the Corporation
shall redeliver to the Participant (or the Participant's or designated
beneficiary under Section 6(h), or, if none, the Participant's legal
representative) the certificates deposited pursuant to this paragraph.
(iii) Forfeiture/Repurchase of Restricted Stock. Except as provided by
the Committee at the time of grant or otherwise, upon a termination of
employment for any reason during the Restriction Period all shares still
subject to restriction shall be forfeited by the Participant or at the
discretion of the Committee may be repurchased by the Company at a price to
be determined by the Committee.
6. MISCELLANEOUS PROVISIONS.
(a) Administration. The Plan shall be administered by the Committee. Subject
to the limitations of the Plan, the Committee shall have the sole and complete
authority to: (i) select Participants in the plan; (ii) subject to Section 3,
to make awards in such forms and amounts as it shall determine, including the
determination as to whether such Options are to be ISOs; (iii) to impose such
limitations, restrictions and conditions upon such awards as it shall deem
appropriate, (iv) to interpret the Plan and the agreements pursuant to which
Options, Restricted Stock or SARs are granted or awarded, and to adopt, amend
and rescind administrative guidelines and other rules and regulations relating
to the Plan, (v) to correct any defect or omission or to reconcile any
inconsistency in the Plan or in any award granted hereunder and (vi) to make
all other determinations and to take all other actions necessary or advisable
for the implementation and administration of the Plan. Any such
interpretations and rules with respect to ISOs shall be consistent with the
provisions of Section 422 of the Code. The actions and determinations of the
Committee or its delegates on matters within its authority shall be conclusive
and binding upon the Company, all the Participants and all other interested
persons, subject to such allocation to its Affiliates and operating units as
it deems appropriate. The Committee may, to the extent that any such action
will not prevent the Plan from complying with the Rule 16b-3 or Section 162(m)
of the Code, delegate any of its authority hereunder to such persons as it
deems appropriate.
(b) Professional Assistance; Good Faith Actions. All expenses and
liabilities which members of the Committee incur in connection with the
administration of this Plan shall be borne by the Company.
A-4
<PAGE>
The Committee may employ attorneys, consultants, accountants, appraisers,
brokers, or other persons. The Committee, the Company and the Company's
officers and Directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No members of the Committee or Board shall be
personally liable for any action, determination or interpretation made in good
faith with respect to this Plan, Options, awards of Restricted Stock or SARs,
and all members of the Committee and the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation.
(c) Written Agreement. Each award shall be evidenced by a written agreement,
which shall be executed by the Participant and an authorized officer of the
Company and which shall contain such terms and conditions as the Committee
shall determine, consistent with this Plan. Stock Option Agreements evidencing
Options intended to qualify as performance-based compensation as described in
Section 162(m)(4)(C) of the Code shall contain such terms and conditions as
may be necessary to meet the applicable provisions of Section 162(m) of the
Code. Stock Option Agreements evidencing ISOs shall contain such terms and
conditions as may be necessary to meet the applicable provisions of Section
422 of the Code.
(d) Non-Transferability. Subject to the provisions of paragraph 6(h), no
award under the Plan and no interest therein, shall be transferable by the
Participant otherwise than by will or the laws of descent and distribution or
pursuant to a QDRO, unless and until such rights or awards have been
exercised, or the shares underlying such rights or awards have been issued,
and all restrictions applicable to such shares have lapsed. All awards shall
be exercisable or received during the Participant's lifetime only by the
Participant or the Participant's legal representative. Any purported transfer
contrary to this provision will nullify the award. During the lifetime of the
Participant, only he may exercise an Option or other right or award (or any
portion thereof) granted to him under the Plan, unless it has been disposed of
pursuant to a QDRO. After the death of the Participant, any exercisable
portion of an Option or other right or award may, prior to the time when such
portion becomes unexercisable under the Plan or the applicable Stock Option
Agreement or other agreement, be exercised by his beneficiary designated under
6(h) or, if none, his personal representative or by any person empowered to do
so under the deceased Participant's will or under the then applicable laws of
descent and distribution.
(e) Adjustments Upon Certain Changes. In the event of a reorganization,
recapitalization, spinoff, stock dividend, stock split, combination,
reclassification, reverse stock split, merger, consolidation, split-up, spin-
off, repurchase, liquidation, dissolution, or sale, transfer, exchange or
other disposition of all or substantially all of the assets of the Company, or
exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event or other increase or
reduction in the number of issued shares of common stock, the Committee may,
in order to prevent the dilution or enlargement of rights under awards, make
such adjustments in the number and type of shares authorized by the Plan, the
number and type of shares covered by, or with respect to which payments are
measured under, outstanding awards and the exercise prices specified therein
as may be determined to be appropriate and equitable. In the event of any of
the events or transactions described in the preceding sentence, a change in
control, or similar transaction by the Company or any unusual or nonrecurring
transactions or events affecting the Company, any affiliate of the Company, or
the financial statements of the Company or any affiliate, or of changes in
applicable laws, regulations, or accounting principles, if the Committee
determines that such action is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made
available under the
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Plan or with respect to any option, right or other award under this Plan, to
facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles, the Committee in its discretion is hereby
authorized to provide in the agreement evidencing any award or by action taken
prior to the occurrence of such transaction or event: (i) for adjustments to
such award in order to prevent the dilution or enlargement of rights
thereunder or to provide for acceleration of benefits thereunder; (ii) for
either the purchase of any such Option, SAR, or any Restricted Stock for an
amount of cash equal to the amount that could have been attained upon the
exercise of such option, right or award or realization of the Participant's
rights had such option, right or award been currently exercisable or payable
or fully vested or the replacement of such option, right or award with other
rights or property selected by the Committee in its sole discretion; (iii)
that it cannot be exercised after such event; (iv) that upon such event, such
option, right or award be assumed by the successor or survivor corporation, or
a parent or subsidiary thereof, or shall be substituted for by similar
options, rights or awards covering the stock of the successor or survivor
corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and prices; and (v) that the restrictions
imposed under a Restricted Stock Agreement upon some or all shares of
Restricted Stock may be terminated, and some or all shares of such Restricted
Stock may cease to be subject to repurchase or forfeiture under Section
5(c)(iv) after such event. With respect to Options and SARs intended to
qualify as performance-based compensation under Section 162(m), no adjustment
or action described in this Section 6(e) or in any other provision of the Plan
shall be authorized to the extent that such adjustment or action would cause
the Plan to violate Section 422(b)(1) of the Code or would cause such Option
or SAR to fail to so qualify under Section 162(m), as the case may be, or any
successor provisions thereto. Furthermore, no such adjustment or action shall
be authorized to the extent such adjustment or action would result in short-
swing profits liability under Section 16 or violate the exemptive conditions
of Rule 16b-3 unless the Committee determines that the option or other award
is not to comply with such exemptive conditions.
(f) Tax Withholding. The Committee shall have the power to withhold, or
require a Participant to remit to the Company, an amount to satisfy any
withholding or other tax due with respect to any amount payable and/or shares
issuable under the Plan, and the Committee may defer such payment or issuance
unless indemnified to its satisfaction. Subject to the consent of the
Committee, a Participant may make an irrevocable election to have shares of
common stock otherwise issuable under an award withheld, tender back to the
Company shares of common stock received pursuant to an award or deliver to the
Company previously-acquired shares of common stock having a fair market value
sufficient to satisfy all or part of the Participant's estimated tax
obligations associated with the transaction. Such election must be made by a
Participant prior to the date on which the relevant tax obligation arises. The
Committee may disapprove of any election and may limit, suspend or terminate
the right to make such elections.
(g) Listing and Legal Compliance. The Committee may suspend the exercise or
payment of any award so long as it determines that securities exchange listing
or registration or qualification under any securities laws is required in
connection therewith and has not been completed on terms acceptable to the
Committee. The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise of
any Option or portion thereof prior to fulfillment of all of the following
conditions:
(i) The admission of such shares to listing on all stock exchanges on
which such class of stock is then listed;
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<PAGE>
(ii) The completion of any registration or other qualification of such
shares under any state or federal law, or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental
regulatory body which the Committee or Board shall, in its absolute
discretion, deem necessary or advisable;
(iii) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable;
(iv) The lapse of such reasonable period of time following the exercise
of the Option as the Committee may establish from time to time for reasons
of administrative convenience; and
(v) The receipt by the Company of full payment for such shares, including
payment of any applicable withholding tax.
The Committee may, in its absolute discretion, also take whatever additional
actions it deems appropriate to effect such compliance including, without
limitation, placing legends on share certificates and issuing stop-transfer
notices to agents and registrars.
(h) Beneficiary Designation. Subject to paragraph 6(d), Participants may
name, from time to time, beneficiaries (who may be named contingently or
successively) to whom benefits under the Plan are to be paid in the event of
their death before they receive any or all of such benefit. Each designation
will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during the Participant's lifetime.
In the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.
(i) Rights of Participants. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant's
employment at any time, nor confer upon any Participant any right to continue
in the employ of the Company for any period of time or to continue his or her
present or any other rate of compensation. No employee shall have a right to
be selected as a Participant, or, having been so selected, to be selected
again as a Participant.
(j) Amendment, Suspension and Termination of Plan. This Plan will terminate
and no Options, SARs or Restricted Stock may be granted after August 14, 2006.
The Board of Directors or the Committee may suspend or terminate the Plan or
any portion thereof at any time before August 14, 2006 and may amend it from
time to time in such respects as the Board of Directors or the Committee may
deem advisable; provided, however, that no such amendment shall be made
without stockholder approval to the extent such approval is required by law,
agreement or the rules of any exchange upon which the common stock is listed.
No such amendment, suspension or termination shall impair the rights of
Participants under outstanding awards without the consent of the Participants
affected thereby or make any change that would disqualify the Plan, or any
other plan of the Company intended to be so qualified, from the exemption
provided by Rule 16b-3. No such amendment shall be made that would cause the
options and the SARs from qualifying as performance based compensation as that
term is used Section 162(m) of the Code.
The Committee may amend or modify any award in any manner to the extent that
the Committee would have had the authority under the Plan to initially grant
such award. No such amendment or modification shall impair the rights of any
Participant under any award without the consent of such Participant.
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<PAGE>
(k) Effective Date of Plan. The Plan shall become effective on August 15,
1996. This Plan will be submitted for the approval of the Company's
stockholders within twelve months after the date of the Board's initial
adoption of this Plan. Options and SARs may be granted and Restricted Stock
may be awarded prior to such stockholder approval, provided that such Options
and SARs shall not be exercisable and such Restricted Stock shall not vest
prior to the time when this Plan is approved by the stockholders, and provided
further that if such approval has not been obtained at the end of said twelve-
month period, all Options or SARs previously granted and all Restricted Stock
previously awarded under this Plan shall thereupon be canceled and become null
and void.
(l) Governing Law. This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof.
(m) Limitations Applicable to Section 16 Persons and Performance-Based
Compensation. Notwithstanding any other provision of this Plan, and any
Option, SAR, or Restricted Stock granted, to any individual who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that
are requirements for the application of such exemptive rule. To the extent
permitted by applicable law, the Plan, Options, SARs and Restricted Stock
granted hereunder shall be deemed amended to the extent necessary to conform
to such applicable exemptive rule. Furthermore, notwithstanding any other
provision of this Plan, any Option or SAR intended to qualify as performance-
based compensation as described in Section 162(m)(4)(C) of the Code shall be
subject to any additional limitations set forth in Section 162(m) of the Code
(including any amendment to Section 162(m) of the Code) or any regulations or
rulings issued thereunder that are requirements for qualification as
performance-based compensation as described in Section 162(m)(4)(C) of the
Code, and this Plan shall be deemed amended to the extent necessary to conform
to such requirements.
(n) Consideration. In all cases, legal consideration shall be required for
each issuance of Options, Restricted Stock and SARs.
IN WITNESS WHEREOF, the Board of Directors has caused this Plan to be signed
by its duly appointed officers and its corporate seal to be hereunto affixed
as of this 15 day of August 1996.
By: ______/s/ James R. Wilson________
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
-Seal-
Attested:
By:_______/s/ Edwin M. North_________
CORPORATE SECRETARY
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<PAGE>
P R O X Y
THIOKOL CORPORATION PROXY/VOTING INSTRUCTION CARD
Ogden, Utah
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON OCTOBER 24, 1996.
The undersigned hereby appoints U. EDWIN GARRISON, CHARLES S. LOCKE, and JAMES
R. WILSON, or any of them, each with power of substitution, as proxies to vote
as specified on this card all shares of common stock of Thiokol Corporation
(the "Company") owned of record by the undersigned on September 17, 1996, at
the Company's Annual Meeting of Stockholders on October 24, 1996, and at any
adjournment thereof. Said proxies are authorized to vote in their discretion
as to any other business which may properly come before the meeting. IF A VOTE
IS NOT SPECIFIED, SAID PROXIES WILL VOTE FOR PROPOSALS 1, 2 AND 3.
Receipt is acknowledged of the Company's Annual Report to Stockholders for the
fiscal year ended June 30, 1996, and notice and Proxy Statement for the above
Annual Meeting.
Nominees for Election as Directors to the Class of Directors whose term
expires with the 1999 Annual Meeting of Stockholders of the Company: Neil A.
Armstrong, Charles S. Locke, William O. Studeman and Donald C. Trauscht.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
This card also constitutes voting instructions for Company shares held in its
Employee Savings and Investment Plan.
<PAGE>
[X] PLEASE MARK YOUR ++ + 5262
VOTES AS IN THIS + +
EXAMPLE. + ++++++
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3.
- --------------------------------------------------------------------------------
FOR WITHHELD AS TO ALL NOMINEES
1. Election of
Directors. (see [_] [_]
reverse side)
To withhold authority to vote for any nominee(s), mark the "FOR" box and write
the name of each such nominee on line provided below:
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to adopt the Thiokol Corporation 1996 [_] [_] [_]
Stock Awards Plan.
3. Proposal to ratify appointment of Ernst & Young [_] [_] [_]
LLP as independent auditors for fiscal year 1997.
- --------------------------------------------------------------------------------
NOTE: Please date and sign as name appears hereon. If shares are held jointly or
by two or more persons, each stockholder named should sign. Executors,
administrators, trustees, etc. should so indicate when signing. If the
signer is a corporation, please sign full corporate name by duly
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- --------------------------------------------------------------------------------
SIGNATURE(S)
- --------------------------------------------------------------------------------
DATE
<PAGE>
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- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
THIOKOL CORPORATION
FORM 10-Q
QUARTERLY REPORTS
Thiokol Corporation's quarterly financial information is available
on Form 10-Q filed with the Securities and Exchange Commission.
If you would like to be added to Thiokol's annual mailing list for
this year to receive a copy of Form 10-Q, please complete the
following information:
----------------------------------------------------------
Name
----------------------------------------------------------
Title
----------------------------------------------------------
Street Address or P.O. Box Number Suite or Apt. Number
----------------------------------------------------------
City State Zip Code
RETURN TO: DIRECTOR OF INVESTOR RELATIONS
THIOKOL CORPORATION
2475 WASHINGTON BLVD., M/S A44
OGDEN, UTAH 84401-2398
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