SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Cincinnati Milacron Inc.
(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 prelimninary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
CINCINNATI MILACRON
Cincinnati, Ohio 45209
_______________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held April 25, 1995
The Annual Meeting of the Shareholders of Cincinnati
Milacron Inc. (the "Company") will be held at the offices of the
Company, 4701 Marburg Avenue, Cincinnati, Ohio 45209 on Tuesday,
April 25, 1995, at 9:00 A.M., E.D.T., for the following purposes:
1. To elect three directors.
2. To confirm the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year 1995.
3. To transact such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on
February 28, 1995, as the record date for determining the
shareholders entitled to notice of and to vote with respect to
this solicitation.
The Annual Report of the Company for the year 1994, containing
financial statements, is enclosed.
PLEASE MARK, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED.
By order of the Board of Directors,
Wayne F. Taylor, Vice President,
General Counsel and Secretary
The date of this Pro xy Statement is March 24, 1995.
Cincinnati Milacron Inc.
4701 Marburg Avenue
Cincinnati, Ohio 45209
______________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 25, 1995
The Proxy Statement is furnished to shareholders on or about
March 24, 1995, in connection with the solicitation by the Board
of Directors of Cincinnati Milacron Inc., a Delaware corporation
(the "Company"), 4701 Marburg Avenue, Cincinnati, Ohio 45209 of
proxies in the accompanying form to be used at the Annual Meeting
of Shareholders to be held on April 25, 1995, and any adjournment
thereof. The shares represented by the proxies received pursuant
to this solicitation and not revoked will be voted at the Annual
Meeting. A shareholder who has given a proxy may revoke it by
voting in person at the meeting, by giving a written notice of
revocation to the Secretary of the Company at the address
indicated above or by giving a later dated proxy at any time
before voting.
If a choice has been specified by a shareholder with respect
to any matter by means of the ballot on the proxy, the shares
represented by such proxy will be voted or withheld from voting
accordingly. If no choice is so specified, the shares will be
voted FOR the election of the nominees for Director set forth on
the proxy, and FOR confirmation of Ernst & Young LLP as
independent auditors of the Company for the fiscal year 1995.
It is important that your shares be represented at the meeting.
Whether or not you plan to attend the meeting, please sign and
date the enclosed proxy and return it promptly in the
accompanying envelope in order that your shares may be voted at
the meeting.
Shareholders of record of the Company's Common Stock, par
value $1.00 per share ("Common Stock"), and of its 4% Cumulative
Preferred Stock, par value $100 per share ("Preferred Stock"), at
the close of business on February 28, 1995, are entitled to
notice of and to vote at the Annual Meeting and any adjournment
thereof. On that date, there were outstanding 60,000 shares of
Preferred Stock and 33,809,075 shares of Common Stock exclusive
of shares of Common Stock held in the treasury of the Company.
Each share of Preferred Stock is entitled to 24 votes.
The Company's Amended Certificate of Incorporation, subject
to certain exceptions, provides that each share of Common Stock
entitles the holder thereof to ten votes on each matter to be
considered at the meeting, except that no holder shall be
entitled to exercise more than one vote on any such matter in
respect of any share of Common Stock with respect to which there
has been a change of beneficial ownership after February 1, 1992.
Based on the information with respect to beneficial ownership
possessed by the Company at the date of this Proxy Statement, the
holders of more than half of the shares of Common Stock will be
entitled to exercise ten votes per share at the meeting and the
holders of the remainder of the outstanding shares of Common
Stock will be entitled to one vote per share. The actual voting
power of each holder of Common Stock will be based on information
possessed by the Company at the time of the meeting.
Proxy cards, with text printed in black on white stock, are
being furnished to individuals with this Proxy Statement to cover
shares of Common Stock with respect to which the Company's
records show beneficial ownership as of February 1, 1992, or
thereafter. Each of these cards has at the upper center area of
the signature side an indication of the total vote to which the
respective individual holder is entitled.
Shares of Common Stock held of record in the names of banks,
brokers, nominees and certain other entities are covered by Proxy
cards on white stock with a blue stripe. A shareholder who has
been a continuous beneficial owner since February 1, 1992, is
entitled to ten votes for each share of Common Stock PROVIDED the
certification form on the Proxy card with the blue stripe is
completed. If this certification is not completed, a change of
beneficial ownership will be deemed to have occurred after
February 1, 1992, with respect to all the shares of Common Stock
covered thereby, so that the holder will be entitled to only one
vote per share for all such shares.
For purposes of exercising the pass through voting rights
for participants in the Company's employee benefit plans, each
participant having shares of Common Stock credited to his or her
account will receive a voting direction card on white stock with
a pink stripe to be returned to the Trustee of those benefit
plans with voting instructions.
The holders of shares of Common Stock and Preferred Stock
entitling them to exercise a majority of the total voting power
of the Company's stock, present in person or by proxy, at the
Annual Meeting shall constitute a quorum.
Proxy Solicitation
The expense of printing and mailing proxy material will be
borne by the Company. In addition to the solicitation of proxies
by mail, solicitation may be made by certain Directors, officers
and other employees of the Company in person or by telephone,
telegraph, fax or telex. No additional compensation to such
persons will be paid for such solicitation.
Arrangements will also be made with brokerage firms and
other custodians, nominees and fiduciaries to forward proxy
solicitation material to certain beneficial owners of the Common
Stock and Preferred Stock, and the Company will reimburse such
brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection
therewith. In addition, the Company has retained D.F. King & Co.,
Inc. to aid in the solicitation of proxies for a fee estimated at
$13,500, plus reasonable out-of-pocket expenses incurred by them.
ELECTION OF DIRECTORS
The shares of the Preferred Stock and the shares of the
Common Stock vote together as a single class for the election of
Directors. The candidates receiving the greatest number of votes
up to the number of directors to be elected will be elected.
Votes withheld on directors as well as broker non-votes will be
counted toward the establishment of quorum, but will have no
effect on the election of directors.
Under the Company's By-Laws, the Board of Directors is to
consist of a number fixed by the Board, and is not to be less
than nine nor more than fifteen members. Currently, the number of
Board members is set at ten, divided among three classes.
The persons named as proxies on the enclosed Proxy card (the
"Proxy Committee") intend to vote (unless authority to do so is
withheld) for the re-election for a three-year term of three
Directors: Harry A. Hammerly, Daniel J. Meyer and Joseph A.
Steger. The three nominees have consented to being named as such
and to serve if elected.
In the unexpected event that, prior to the election, any one
or more of the nominees shall be unable to serve, the Proxy
Committee will vote for the election of such substitute nominees,
and for such term or terms as the Board of Directors may propose,
and in no event may proxies be voted for more than three
Directors.
The following information is furnished with respect to each
nominee for election as a Director and for each other person
whose terms of office as a Director will continue after the
meeting:
________________________________________________________________
DARRYL F. ALLEN Member: Audit Committee
Director since 1993 Term expires 1997
Age 51
Mr. Allen is Chairman, President and Chief Executive Officer of
TRINOVA Corporation, Maumee, Ohio, a world-wide manufacturer and
distributor of engineered components and systems for markets
which include industrial, automotive, aerospace and defense. Mr.
Allen has served in his present capacity since 1991. From 1986 to
1991, he was President and Chief Executive Officer. Director of
TRINOVA Corporation.
_________________________________________________________________
NEIL A. ARMSTRONG Member: Executive Committee
Director since 1980 Audit Committee
Age 64 Term expires 1996
Mr. Armstrong is Chairman of AIL Systems, Inc. (a division of
Eaton Corporation), manufacturer of electronic countermeasure
systems, and has served in that capacity since 1989. Director of
The CINergy Co., UAL Corp., Eaton Corporation, USX Corporation,
Thiokol Corp. and RMI Titanium Co.
_________________________________________________________________
LYLE EVERINGHAM Member: Executive Committee
Director since 1984 Personnel and Compensation
Committee
Age 68 Term expires 1996
Mr. Everingham had served for more than five years, until his
retirement in 1991, as Chairman and Chief Executive Officer of
The Kroger Co., a food retailer and manufacturer. Director of
Providian Corporation, Federated Department Stores and The Kroger
Co.
_________________________________________________________________
JAMES A. D. GEIER Member: Personnel and Compensation
Committee
Director since 1966 Executive Committee
Age 69 Nominating Committee
Term expires 1996
Mr. Geier had served for more than five years, until his
retirement in 1990, as Chairman of the Company. Director of BDM
International, Inc., Clark Equipment Company and USX Corporation.
_________________________________________________________________
HARRY A. HAMMERLY Member: Audit Committee
Director since 1992 Term expires 1995, nominee for
three-year term
Age 61
Mr. Hammerly is Executive Vice President, International
Operations of 3M Company, St. Paul, Minnesota, a world-wide
manufacturer serving industrial, commercial, health care and
consumer markets, and has served in that capacity since
September, 1991. From 1989 to 1991, Mr. Hammerly was Executive
Vice President, Industrial and Electronic Sector and Corporate
Services. Director of 3M Company, Apogee Enterprises, Inc. and
The Geon Company.
_________________________________________________________________
DANIEL J. MEYER Member: Executive Committee
Director since 1985 Term expires 1995, nominee for
three-year term
Age 58
Mr. Meyer is Chairman and Chief Executive Officer of the Company
and has served in that capacity since January 1991. From 1990 to
1991, Mr. Meyer was President and Chief Executive Officer. From
1987 to 1990, Mr. Meyer was President and Chief Operating
Officer. Director of Star Banc Corp., The E.W. Scripps Company
and Hubbell Incorporated.
_________________________________________________________________
JAMES E. PERRELLA Member: Personnel and Compensation
Committee
Director since 1993 Term expires 1997
Age 59
Mr. Perrella is Chairman, President and Chief Executive Officer
of Ingersoll-Rand Company, Woodcliff Lake, New Jersey, a
world-wide manufacturer of machinery and equipment for
automotive, construction, energy and general industries, and has
served in that capacity since November 1993. He was President of
Ingersoll-Rand Company from 1992 to 1993, and Executive Vice
President from 1982 to 1992. Director of Ingersoll-Rand Company.
_________________________________________________________________
RAYMOND E. ROSS Term expires 1996
Director since 1991
Age 58
Mr. Ross is President and Chief Operating Officer of the Company
and has served in that capacity since November 1991. He was
elected Executive Vice President, Operations and a Director of
the Company in 1991. He was Senior Vice President, Industrial
Systems from 1989 to 1991.
_________________________________________________________________
DR. JOSEPH A. STEGER Member: Executive Committee
Director since 1985 Nominating Committee
Age 58 Personnel and Compensation
Committee
Term expires 1995, nominee for three-year term
Dr. Steger is, and has been for more than the past five years,
President, University of Cincinnati. Director of Crucible
Materials, Inc., Provident Bancorp, Inc. and The Provident Bank.
_________________________________________________________________
HARRY C. STONECIPHER Member: Personnel and Compensation
Committee
Director since 1991 Term expires 1997
Age 58
Mr. Stonecipher is President and Chief Executive Officer of
McDonnell Douglas Corporation, a producer of military and
commercial jet aircraft and helicopters as well as missiles,
space launch vehicles, and electronic systems, and has served in
that capacity since September, 1994. He was Chairman, President
and Chief Executive Officer of Sundstrand Corporation, Rockford,
Illinois, from 1991 to 1994 and President and Chief Executive
Officer from 1989 to 1991. Director of McDonnell Douglas
Corporation and Sentry Insurance Co.
BOARD OF DIRECTORS AND BOARD COMMITTEES
Compensation and Benefits
The Company compensates Directors, other than Directors who
are also employees of the Company, by payment of an annual
retainer of $25,000 and a fee of $1,000 for each Board and
committee meeting attended and a fee of $750 for participation in
each telephone meeting. Chairmen of the Audit Committee and
Personnel and Compensation Committee also receive an annual
retainer of $2,000. Directors may defer for future payment all
or a specified portion of their compensation and such deferred
compensation earns interest at certain rates established from
time to time by the Internal Revenue Service, or such
compensation may be deferred to a Company stock account. In
addition, the Directors may elect to be covered by $100,000 of
group term life insurance. Mr. Geier provided consulting
services to the Company under contract which resulted in payment
of $130,000 for services in fiscal year 1994.
In 1991, the Board of Directors approved the 1991 Restricted
Stock Plan for Non-Employee Directors ("Plan") to help attract
and retain highly qualified individuals and to relate
non-employee Directors' compensation more closely to the
Company's performance and the interest of its shareholders. Each
non-employee Director elected after the effective date of the
Plan and before its expiration on January 1, 1994,
("Participant") automatically received 500 shares of restricted
stock, subject to a three-year restriction against encumbering or
disposing of the shares and conditioned upon the participant
remaining as a Director of the Company for the restriction
period.
Awards of restricted shares and stock options to Directors
are provided for in the 1994 Long-Term Incentive Plan. Messrs.
Allen, Armstrong, Everingham, Geier, Hammerly, Perrella, Steger
and Stonecipher each received a stock option grant of 1,000
shares under the plan in fiscal year 1994.
In 1989, the Board of Directors approved the Retirement Plan
for Non-Employee Directors ("Director's Retirement Plan") which
provides benefits for those non-employee Directors who have
vested in the Director's Retirement Plan by serving on the Board
for six years or more and who are not eligible to receive pension
benefits from the Company or any of its subsidiaries.
Non-employee Directors must resign at the Board Meeting next
following his or her seventieth birthday. Benefits are for life
and are paid monthly beginning on the month following the
Director's seventieth birthday. An eligible Director with ten or
more years of vested service shall receive a retirement benefit
equal to one hundred percent of the Director's base retainer as
of the last day of service. Directors having less than ten years
vested service receive a reduced benefit. Directors whose
benefits have vested shall receive a minimum of thirty-six
monthly payments, such payment to be made to the Director's
estate in the event of death prior to receiving the thirty-six
payments. In the event of a change of control of the Company,
all vested benefits will be paid to the Directors in one lump-sum
payment calculated on a present-value basis. A change of control
includes the acquisition by a person of 20% or more of the voting
power of the Company, the sale of substantially all of the assets
of the Company, or liquidation or dissolution of the Company, or
shareholder approval of certain mergers or consolidations with
other corporations.
Meetings and Committees
The Board of Directors held six meetings in fiscal year
1994. Average attendance by Directors at the aggregate of the
Board and committee meetings was 88%. No Director attended fewer
than 75% of the aggregate of the meetings of the Board and the
committees on which they served, except for Dr. Steger who
attended 64% of the aggregate of said meetings.
The Board of Directors has established four committees with
specific responsibilities. The Executive Committee is composed
of five members, four non-employee Directors and one employee
Director. The Committee meets only on call and may exercise, in
the intervals between meetings of the Board, powers of the Board
in the management of the business and affairs of the Company.
The Committee held one meeting in fiscal year 1994.
The Audit Committee is composed of three non-employee
Directors. The Committee recommends to the Board of Directors
the appointment of the independent auditors and meets with
members of management, the independent auditors and the internal
auditors, both together and privately, to review the annual
financial statements, audit coverage and results, the adequacy of
internal accounting controls and the quality of financial
reporting. The Committee also oversees the Company's compliance
with its policies regarding boycotts and questionable payments
and practices. The Committee held two meetings in fiscal year
1994.
The Personnel and Compensation Committee is composed of five
non-employee Directors. The Committee recommends to the Board of
Directors the compensation of the Chairman and the President,
reviews the compensation of all corporate officers, reviews
management manpower planning and development programs and
administers management incentive programs. The Committee held
three meetings in fiscal year 1994.
The Nominating Committee is composed of three non-employee
Directors. The Committee recommends to the Board of Directors the
names of possible nominees for election to the Board. The
Committee will consider any recommendation by shareholders of
possible Director nominees submitted in writing to the Committee
in care of the Secretary of the Company no later than the close
of business on the 10th day following the day on which notice of
the date of the Annual Meeting of Shareholders was mailed.
Biographical data and the proposed nominee's written consent to
be named as a nominee must be included. The Committee held one
meeting in fiscal year 1994.
Shareholder Meetings: Conducting Business and Notice
At any meeting of the shareholders other than the Annual
Meeting, which is provided for below, only such business shall be
conducted as shall have been brought before the meeting by or at
the direction of the Board of Directors or by any shareholder who
is entitled to vote with respect thereto and who has given timely
notice thereof in writing to the Secretary of the Company not
later than the close of business on the 10th day following the
day on which notice of the date of the meeting was mailed.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table gives information concerning the
beneficial owners of more than five percent of the Company's
outstanding shares of Common Stock and Preferred Stock as of
February 28, 1995:
Common Stock
<TABLE>
<CAPTION>
Beneficial Owner Shares Percent of Outstanding
<S> <C> <C>
FMR Corporation 2,461,407 7.27
82 Devonshire Street
Boston, MA 02109
The State Teachers
Retirement Board of Ohio 1,972,600 5.82
275 East Broad Street
Columbus, OH 43215
James A.D. Geier 1,740,687(1) 5.14
455 Delta Avenue,
Suite 108
Cincinnati, OH 45226
</TABLE>
Preferred Stock
<TABLE>
<CAPION>
Beneficial Owner Shares Percent of Outstanding
<S> <C> <C>
State Street Bank
and Trust Company 11,126 18.54
P.O. Box 351
Boston, MA 02101
Trustee -
Cincinnati Milacron
Employee Benefit Plans
Chase Manhattan Bank, N.A. 6,962 11.60
1 Chase Manhattan Plaza
New York, NY 10081
PNC Bank, National Association 5,911 9.85
51 Mercedes Way
Edgewood, NY 11717
McDonald & Company
Securities, Inc. 4,586 7.64
2100 Society Building
Cleveland, OH 44114
Cincinnati Milacron
Foundation 3,913 6.52
Cincinnati, OH 45209
- - (J.A.D. Geier, L. Everingham,
N.A. Armstrong, R.E. Ross
and D.J. Meyer, Trustees)
James A.D. Geier 3,049(1) 5.08
455 Delta Avenue, Suite 108
Cincinnati, OH 45226
</TABLE>
Unless otherwise noted, the above-named individuals or entities
have sole voting and investment power.
(1) See (3) under "Share Ownership of Directors and Officers".
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
Set forth in the following table is the beneficial ownership of
Common Stock and Preferred Stock as of February 28, 1995 for each
of the Directors and of the Officers named in the Summary
Compensation Table. No Director or Officer owns more than one
percent of the class shown, except as set forth in the footnotes
below.
Name Common Shares(1) Preferred Shares
Darryl F. Allen(2) 3,345 0
Neil A. Armstrong 3,050 0
Lyle Everingham 2,700 0
James A. D. Geier(3) 1,740,687 3,049
Harry A. Hammerly(2) 5,994 0
Daniel J. Meyer(4) 505,495 380
James E. Perrella(2) 2,903 0
Raymond E. Ross 293,910 0
Joseph A. Steger 2,626 0
Harry C. Stonecipher 6,500 0
Ronald D. Brown 75,389 0
Harold J. Faig 113,576 0
Alan L. Shaffer 102,886 0
All Officers and
Directors As a Group(5) 3,283,103 3,409
(1) The amounts shown include (a) the following shares that may
be acquired within 60 days pursuant to outstanding option grants:
Mr. Meyer, 413,348 shares, Mr. Ross, 272,376 shares, Mr. Brown,
68,551 shares, Mr. Faig, 105,170 shares, Mr. Shaffer, 91,200
shares, 2,000 shares each for Messrs. Allen, Armstrong,
Everingham, Geier, Hammerly, Perrella, Steger and Stonecipher and
1,322,723 shares for all Directors and Officers as a group; (b)
shares allocated to participant accounts under the Company's
Performance Dividend and Savings Plan as of December 31, 1994,
according to information furnished by the Plan Trustee; and (c)
shares with shared voting or investment power, and those held by
certain members of the individuals' families as to which
beneficial ownership is disclaimed.
(2) The amounts shown include credits of stock units under the
Company's deferred compensation plan for non-employee Directors
as follows: Mr. Allen, 845 units, Mr. Hammerly, 2,438 units and
Mr. Perrella, 403 units.
(3) Mr. Geier's beneficial ownership is 5.14% of the common
shares and 5.08% of the preferred shares outstanding, and
includes 1,501,332 common shares and 2,821 preferred shares held
in estates and trusts for the benefit of others with respect to
which Mr. Geier is a fiduciary or has shared voting power, and
with respect to which voting power may be delegated to the
trustee, 18,942 common shares in an IRA and 11,775 common shares
in the name of Mr. Geier's wife.
(4) Mr. Meyer's beneficial ownership is 1.50% of the common
shares outstanding.
(5) Directors and Officers beneficial ownership as a group is
9.69% of the common shares (19 persons) and 5.80% of the
preferred shares (2 persons) outstanding.
PERSONNEL AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
To Our Shareholders
The Company's Personnel and Compensation Committee of the
Board of Directors (the "Committee") annually reviews and
recommends to the full Board compensation levels for the officers
of the Company. The Committee consists entirely of Board members
who are not employees of the Company.
The Committee's primary objective in establishing compensation
opportunities for the Company's officers is to support the
Company's goal of maximizing the value of shareholders' interests
in the Company. To achieve this objective, the Committee
believes it is critical to:
Hire, develop, reward and retain the most competent
executives, and to provide compensation opportunities for
executives which are competitive in the marketplace, which
include companies in the Performance Graph below for the S&P
Industry and Machinery Diversified Indices.
Encourage decision-making that enhances shareholder value.
The Committee believes that this objective is promoted by
providing short-term and long-term incentive opportunities that
are tied to performance measures which are payable in cash and/or
shares of Company stock.
Provide incentive opportunities which link corporate
performance and executive pay. The Committee believes in paying
executives competitive levels of incentive compensation when
corporate financial performance expectations are met.
Promote a close identity of interests between management and
the Company's shareholders by rewarding positive results through
the payment of Company stock when appropriate.
The Committee reviews the compensation for all corporate
officers, including the individuals whose compensation is
detailed in the proxy statement. This review is designed to
ensure consistency throughout the compensation process. The
Committee makes all decisions pertaining to the determination of
the Company's executive compensation plans which promote the
objectives detailed above. The Committee believes that the
Company's current compensation programs support the Company's
business mission and contribute to the Company's financial
success. The Committee considers the entire pay package when
establishing each component of pay.
The Omnibus Budget Reconciliation Act of 1993 added Section
162(m) to the Internal Revenue Code of 1986, as amended. Section
162(m) generally denies a publicly held corporation, such as the
Company, a federal income tax deduction for compensation in
excess of $1 million per year paid or accrued for each of its
chief executive officer and four other most highly compensated
executive officers. Certain "performance based" compensation is
not subject to the limitation of deductibility provided that
certain stockholder approval and independent director
requirements are met. The Committee takes into account Section
162(m) of the Internal Revenue Code while reviewing its policies
with respect to the qualifying compensation paid to its executive
officers.
COMPONENTS OF COMPENSATION
Base Salary
The Committee annually reviews each officer's base salary.
The factors which influence Committee determinations regarding
base salary include: job performance, level of responsibilities,
breadth of knowledge, prior experience, comparable levels of pay
among executives at regional and national market competitors,
which includes companies in the Performance Graph below for the
S&P Industry and Machinery Diversified Indices, and internal pay
equity considerations. Base pay data is compared with survey
information compiled by independent compensation consulting
firms. Increases to salary levels are driven by individual
performance. Base salaries are targeted at the market average,
after adjusting for company size.
Annual Incentive Compensation
The Company's officers, including the CEO, are eligible for
an annual cash bonus under its Short-Term Management Incentive
Plan. The corporate and business unit performance measures for
bonus payments are based on Economic Value Added (EVA) whereby
return on capital must exceed the cost of capital, thereby
enhancing shareowner value at the corporate and/or business unit
levels. The Committee, where appropriate and when EVA is
achieved, also considers in its decision to award any annual cash
bonus accomplishment of unweighted annual non-financial goals and
objectives established at the beginning of the year, including
but not limited to such objectives as incorporation of Total
Quality Leadership (TQL) within the Company, introduction of new
products and restructure and consolidation within an applicable
business unit.
The Short-Term Management Incentive Plan provides a balance
between the short-term financial goals and long-term objectives
of the Company. A corporate EVA bonus was paid for 1994 and each
of the officers named in the Summary Compensation Table received
bonuses. In addition, certain business units also earned their
EVA and officers specifically responsible for these operations
received bonuses.
Annual incentive compensation is targeted to the median end
of the companies surveyed.
Long-Term Incentive Compensation
The 1991 Long-Term Incentive Plan, which expired January 1,
1994, was approved by shareholders and established a long-term
financial performance goal to be achieved in order for executives
and certain key employees to receive targeted payments. This
objective was based upon achieving a percentage return on capital
(Performance Goal) that exceeded the cost of capital. The
Performance Goal was established by the Committee, subject to the
approval of the Board of Directors, and was measured over a
three- year period. No payments under the 1991 Long-Term
Incentive Plan were made in 1994 since the Performance Goal was
not achieved.
The 1994 Long-Term Incentive Plan, also approved by the
shareholders, provides for a Performance Award of 25% of base
salary if 50% of the maximum corporate EVA is achieved under the
Short-Term Incentive Plan. In 1994, EVA exceeded the 50%
threshold and payments under the plan were made. If a Participant
elects to defer his Performance Award into a Company Stock
account, payable upon retirement or termination, an equal number
of shares of Restricted Stock, with restrictions which lapse in
three years, will be set aside. Each of the officers named in the
Summary Compensation Table elected to defer his Performance
Award.
Under the 1994 Long-Term Incentive Plan, stock options were
granted to the Company's key employees including its officers.
Current stock holdings of the officers are not considered when
stock options are granted. Stock options granted are designed to
align the interests of executives with those of the shareholders.
Based upon a review by independent consultants, stock options
were granted at the low to medium range of the peer group with an
exercise price equal to the market price of the Common Stock on
the date of grant and vest equally over four years beginning at
the second anniversary of the date of grant. This approach was
designed to focus executives on the creation of shareholder value
over the long term since the full breadth of the compensation
package cannot be realized unless stock price appreciation occurs
over a number of years.
CEO Compensation
The compensation of the CEO reflects the same elements as
those used in determining the compensation of other corporate
officers. The Committee also considers the leadership and
effectiveness of the CEO in offering direction and strategic
planning for the Company and in dealing with major corporate
problems and opportunities. The CEO's base salary in 1994 was
increased in conjunction with the progress of the Company's goal
of growth in the plastics and industrial products businesses,
improvement of the Company's profitability, continued
implementation of TQL, and the continuous success in introducing
to the market a number of new products under its Wolfpack design
program.
In accordance with the respective terms of the Short-Term
Incentive Plan, a bonus of $533,000 was paid for 1994. No
payments were made to the CEO for 1994 under the 1991 Long-Term
Incentive Plan since the Performance Goal was not achieved. A
payment of $125,656 was made under the 1994 Long-term Incentive
Plan since corporate EVA exceeded the 50% threshold. Mr. Meyer
elected to defer his Performance Award into a Common Stock
account and received a like number of shares of Restricted Stock.
Mr. Meyer received stock options for 60,000 Shares under the
1994 Long-Term Incentive Plan, the grant of which was made on the
basis of market practice as determined by independent
consultants, as described above.
The Personnel and Compensation Committee
Lyle Everingham
James A. D. Geier
James E. Perrella
Joseph A. Steger
Harry C. Stonecipher
The following information is furnished with respect to each
nominee for election as a Director and for each other person
whose terms of office as a Director will continue after the
meeting:
Stock Loan Programs
The Employee Stock Loan Program, approved by the Board of
Directors of the Company, is applicable to key employees who have
received stock options or grants of restricted stock pursuant to
the Company's Long-Term Incentive Plans. This loan program
provides loans to employees up to the amount due in cash for the
exercise price of the stock options, or any required withholding
taxes as a result of exercising such options or the lapse of
restrictions on restricted stock awards. These loans are to be
repaid on terms of regular payments of not more than 10 years
unless the related stock is divested by the employee prior to
said time, in which case all amounts owing become payable. The
interest rates for these loans are established from time to time
by the Personnel and Compensation Committee in compliance with
Internal Revenue Service guidelines. As of February 28, 1995, the
interest rate for all outstanding stock option loans was 7.91%
per annum.
Annual Retirement Benefits
The calculation of estimated annual retirement benefits
under the Company's regular retirement plan (the "Retirement
Plan"), is based upon years of service and average earnings for
the highest five consecutive years of service. Earnings include
all cash compensation, including amounts received or accrued
under the Short-Term Management Incentive Program, but exclude
benefits or payments received under Long-Term Incentive Plans or
any other employee benefit plan. The Retirement Plan is
non-contributory and limits the individual annual benefit to the
maximum level permitted under existing law. The credited years of
service under the Retirement Plan for the executive officers
named in the Summary Compensation Table set forth below are: 25
for Mr. Meyer, 26 for Mr. Ross, 14 for Mr. Brown, 28 for Mr. Faig
and 22 for Mr. Shaffer. Directors who are not officers or
employees of the Company are not eligible to participate in the
Retirement Plan, but are eligible to participate in the
Director's Retirement Plan described above.
The table below shows examples of pension benefits which are
computed on a straight life annuity basis before deduction of the
offset provided by the Retirement Plan, which depends on length
of service and is up to one-half of the primary Social Security
benefit:
<TABLE>
<CAPTION>
Highest Consecutive Estimated Annual Pension for
Five-Year Representative Years of Credited Service
Average Compensation 10 15 20 25 30 35 or More
<S> <C> <C> <C> <C> <C> <C>
$ 60,000 $ 9,000 $ 13,500 $ 22,500 $ 27,000 $ 27,000 $ 31,500
80,000 12,000 18,000 24,000 30,000 36,000 42,000
100,000 15,000 22,500 30,000 37,500 45,000 52,500
200,000 30,000 45,500 60,000 75,000 90,000 105,000
300,000 45,000 67,500 90,000 112,500 135,000* 157,500*
400,000 60,000 90,000 120,000* 150,000* 180,000* 210,000*
500,000 75,000 112,500 150,000* 187,500* 225,000* 262,500*
*Under existing law, payments of annual benefits in excess of
$115,641 may not be made by the Retirement Plan, but may be paid
directly by the Company as described in the following paragraph.
In an effort to attract and retain experienced executives,
the Board of Directors approved a program wherein certain
officers are guaranteed annual pensions of not less than 52.5%
and not more than 64.5% of their highest average pay in a
consecutive five-year period (subject to deduction of one-half
of the primary Social Security benefit and benefits, if any,
from prior employers). Other officers are entitled upon
retirement to a pension benefit of not less than that to which
they normally would be entitled under the Retirement Plan if
there were no cap under existing law and not more than 60% of
their highest average pay in a consecutive three-year period. In
both cases, such pensions include an amount payable under the
Retirement Plan and are not subject to the maximum limitation
imposed on qualified plans such as the Retirement Plan.
</TABLE>
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation(1) Long Term Compensation
Awards Payouts
Other All
Annual Restricted Stock LTIP Other
Name Principal Position Year Salary Bonus Comp. Stock Options Payouts Comp.
________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D.J. Meyer Chief Exec. Officer 1994 $511,404 $533,000 - $121,603(2) 60,000 $0 $125,656(3)
Chief Exec. Officer 1993 479,520 0 - 93,900 0 0 0
Chief Exec. Officer 1992 443,569 189,000 - 93,600 50,000 0 0
R.E. Ross Chief Oper .Officer
and President 1994 354,072 201,000 - 81,440(2) 40,000 0 84,155(3)
Chief Oper. Officer
and President 1993 312,694 0 - 64,556 0 0 0
Chief Oper. Officer
and President 1992 279,154 118,000 - 61,425 50,000 0 0
R.D. Brown V.P. - Finance 1994 169,653 101,760 - 41,278(2) 20,000 0 42,654(3)
V.P. - Finance 1993 134,240 0 - 27,387 0 0 0
Treasurer 1992 89,630 40,700 - 13,162 5,000 0 0
H.J. Faig Group Vice President 1994 200,592 126,600 - 47,972(2) 20,000 0 49,571(3)
Vice President 1993 165,920 19,700 - 35,212 0 0 0
Vice President 1992 138,005 69,500 - 27,788 15,250 0 0
A.L.Shaffer Group Vice President 1994 216,600 124,680 - 51,318(2) 20,000 0 53,029(3)
Group Vice President 1993 197,472 59,200 - 43,037 0 0 0
Group Vice President 1992 158,848 72,100 - 32,175 15,000 0 0
_________________________________________________________________________________________________________
</TABLE>
(1) Includes amounts earned in fiscal year.
(2) On February 17, 1995, the Committee made awards of
restricted stock, pursuant to the 1994 Long-Term Incentive Plan,
for the 1994 fiscal year. Awards were as follows: Mr. Meyer,
5,450 shares; Mr. Ross, 3,650 shares; Mr. Brown, 1,850 shares;
Mr. Faig, 2,150 shares; and Mr. Shaffer, 2,300 shares. The value
of these shares in based on a Fair Market Value of $22.3125 at
February 17, 1995.
(3) Represents aggregate market value of shares of Common Stock
of the Company awarded as a result of the achievement of the
performance goals specified in the Company's 1994 Long-Term
Incentive Plan. The shares are deferred until the earlier of the
officers' retirement or termination from the Company. Deferred
shares received were as follows: Mr. Meyer, 5,450 shares; Mr.
Ross, 3,650 shares; Mr. Brown, 1,850 shares; Mr. Faig, 2,150
shares; and Mr. Shaffer, 2,300 shares. Aggregate market value is
based on a Fair Market Value of $23.0563 (two-month average
following year-end).
Note: The total number of restricted shares held by the listed
officers and the aggregate market value at January 2, 1995 are
as follows: Mr. Meyer held 11,200 shares valued at $265,300; Mr.
Ross held 7,500 shares valued at $177,656; Mr. Brown held 2,300
shares valued at $54,481; Mr. Faig held 3,700 shares valued at
$87,644; and Mr. Shaffer held 4,400 shares valued at $104,225.
Dividends are paid on the restricted shares at the same time and
the same rate as dividends paid to the shareholders on
unrestricted shares. Aggregate market value is based on a Fair
Market Value of $23.6875 at January 2, 1995.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year Table
Black-Scholes Option Pricing Model
% of Total
Options Grant Date
Options Granted to Exercise Expiration Present
Name Granted(1) Employees(2) Price(3) Date Value(4)
_____________ _________________ ____________ _________ _______________ __________
<S> <C> <C> <C> <C> <C>
D.J.Meyer 60,000 11.92% $23.43 02/28/04 $682,200
R.E.Ross 40,000 7.95% 23.43 02/28/04 454,800
R.D.Brown 20,000 3.97% 23.43 02/28/04 227,400
H.J.Faig 20,000 3.97% 23.43 02/28/04 227,400
A.L.Shaffer 20,000 3.97% 23.43 02/28/04 227,400
___________________________________________________________________________________________________
</TABLE>
(1) Up to 25% of each stock option grant may be exercised two
years following the date of grant and an additional 25% may be
exercised in each subsequent year. The purchase price per share
of common stock covered by an option is 100% of the fair market
value on the grant date. Options expire 10 years after date of
grant. In the event of a change in control of the Company, all
outstanding stock options become immediately exercisable in
full, all restricted stock becomes unrestricted and all
outstanding performance unit awards become immediately payable
in full.
(2) Based on 503,300 options granted to all employees.
(3) Fair market value on the date of grant.
(4) Black-Scholes Assumption Disclosure: The estimated grant
date present value reflected in the above table is determined
using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in
estimating the value of the options reflected in the above table
include the following:
- - An exercise price on the option of $23.43, equal to the fair
market value of the underlying stock on the date of grant;
- - An option term of 10 years;
- - An interest rate of 5.97% that represents the interest rate on
a U.S. Treasury security on the date of grant with a maturity
date corresponding to that of the option term;
- - Volatility of 37.2% calculated using daily stock prices for
the one-year period prior to the grant date;
- - Dividends at the rate of $0.36 per share representing the
annualized dividends paid with respect to a share of common
stock at the date of grant;
The ultimate values of the options will depend on the future
market price of the Company's stock, which cannot be forecast
with reasonable accuracy. The actual value, if any, an optionee
will realize upon exercise of an option will depend on the
excess of the market value of the Company's common stock over
the exercise price on the date the option is exercised.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Year
and Fiscal Year-End Option Values Table
Value(1) of
Number of Securities Unexercised,In-the-Money
Number of Underlying Unexercised Option Options Held at
Shares Acquired Value at Fiscal Year-End Fiscal Year-End
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
_______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
D.J.Meyer 0 $ 0 293,348 60,000 $2,437,235 $15,450
R.E.Ross 0 0 192,376 40,000 1,906,679 10,300
R.D.Brown 500 1,271 23,551 20,000 181,627 5,150
H.J.Faig 0 0 60,170 20,000 526,863 5,150
A.L.Shaffer 0 0 46,200 20,000 252,439 5,150
_______________________________________________________________________________________________________
(1) Based on a fair market value of company stock on January 2, 1995, of $23.6875
</TABLE>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(*)
CINCINNATI MILACRON INC., S&P 500, S&P MACHINE TOOLS,
S&P MACHINE (DIVERSIFIED)
12/89 12/90 12/91 12/92 12/93 12/94
Cincinnati Milacron 100 66 74 107 145 158
S&P 500 100 97 126 136 150 152
SUP Machine Tools 100 62 78 98 111 90
S&P Machine (Diversified) 100 86 103 105 155 151
(*) Total return assumes reinvestment of dividends on a quarterly basis.
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as
independent auditors of the Company and its subsidiaries for the
fiscal year 1995.
While there is no legal requirement that the selection of
auditors be submitted to a vote of the shareholders, such
procedure has been recommended by the Board of Directors because
it believes that the selection of auditors is of sufficient
importance to justify shareholder ratification. In the event
that the shareholders do not confirm the selection, the Board of
Directors will reconsider its selection. Confirmation of the
appointment will require the affirmative vote of the holders of
shares of the Common Stock and the Preferred Stock entitled to
cast a majority of the total number of votes represented by the
shares of such stock, voting together as a single class.
THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SELECTION OF ERNST & YOUNG LLP BE CONFIRMED
SHAREHOLDER PROPOSALS FOR THE
1996 ANNUAL MEETING OF SHAREHOLDERS
In order for shareholder proposals for the 1996 Annual Meeting
of Shareholders to be eligible for inclusion in the Company's
proxy material, they must be received by the Company at its
principal office in Cincinnati, Ohio, prior to November 24,
1995.
OTHER MATTERS
The Board of Directors does not intend to present any other
business at the meeting and knows of no other matters which will
be presented. However, if any other matters come before the
meeting, it is the intention of the persons named as proxies to
vote in accordance with their judgment on such matters.
By order of the Board of Directors
CINCINNATI MILACRON INC.
Wayne F. Taylor
Vice President, General Counsel and
Secretary
Cincinnati, Ohio
March 24, 1995
APPENDIX I
CINCINNATI MILACRON INC. PROXY FOR PREFERRED STOCK ONLY
4701 Marburg Avenue This proxy is solicited on
Cincinnati, Ohio 45209 behalf of the Board of
Directors
Proxy for Annual Meeting of Shareholders To be Held April 25,
1995
James A. D. Geier, Lyle Everingham and Joseph A. Steger
(each with power to act alone and power of substitution) are
hereby authorized to represent and to vote all the shares of
stock held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 25, 1995, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors and the
confirmation of the appointment of auditors.
Continued and to be signed on reverse
This proxy when properly executed will be voted as directed by the
undersigned shareholder. If no direction is made, this proxy will be
voted "FOR" all the nominees for director listed in Item (1) below and
"FOR" Item (2) below.
1.-Election of Directors
FOR all nominees WITHHOLD NOMINEES: Harry A.
(except as marked to AUTHORITY for all Hammerly,Daniel J. Meyer
the contrary) nominees and Joseph A. Steger.
(To withhold authority to
vote for any individual
nominee, write that
nominee's name on the
space provided below.)
______________________
2.-Confirm appointment of Ernst & Young
LLP as independent auditors
FOR AGAINST ABSTAIN
Dated: .................1995
............................
Signature of Shareholder
............................
Signature of Shareholder
(if held jointly)
When signing as attorney,
executor, administrator,
trustee, or guardian, please
give your full title as such.
A proxy for shares held
jointly by two or more persons
should be signed by all.
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ACCOMPANYING ENVELOPE.
CINCINNATI MILACRON INC.
Voting Direction for Annual Meeting of Shareholders to be held April
25, 1995
To: Putnam Fiduciary Trust Company, Trustee
As a Participant in the Cincinnati Milacron Performance Dividend and
Savings Plan, I hereby direct Putnam Fiduciary Trust Company, Trustee,
to exercise the votes attributable to the shares of common stock
allocated to my account in accordance with my directions on the
reverse side, at the Annual Meeting of Shareholders to be held April
25, 1995, and any adjournment thereof, on all business that may
properly come before the meeting, including the election of directors
and the confirmation of the appointment of auditors.
Continued, and to be signed and dated on reverse side
<PAGE>
This voting direction card, when properly executed will be voted
as directed by the undersigned participant. If no direction is
made, this direction card will be voted "FOR" all the nominees
for director listed in Item (1) below and "FOR" Item (2) below.
VOTES
1.-Election of Directors NOMINEES: Harry A. Hammerly,
Daniel J. Meyer and Joseph A.
Steger.
FOR all nominees WITHHOLD
(except as marked AUTHORITY for (To withhold authority to
the contrary) all nominees vote for any individual
nominee, write that
nominee's name on the space
provided below.)
____________________________
2.-Confirm appointment of Ernst & Young
LLP as independent auditors.
FOR AGAINST ABSTAIN
Dated:................., 1995
..............................
Signature of Participant
..............................
Please sign your name exactly as
it appears hereon.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
CINCINNATI MILACRON INC. PROXY
4701 Marburg Avenue This proxy is solicited on behalf of
Cincinnati, Ohio 45209 the Board of Directors
Proxy for Annual Meeting of Shareholders To Be Held April 25,
1995
James A. D. Geier, Lyle Everingham and Joseph A. Steger (each
with power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock
held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 25, 1995, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors and the
confirmation of the appointment of auditors.
(Continued and to be signed on reverse side)
This proxy when properly executed will be voted as directed by
the undersigned shareholder. If no direction is made, this proxy
will be voted "FOR" all the nominees for director listed in Item
(1) below and "FOR" Item (2) below.
VOTES
1.-Election of Directors NOMINEES: Harry A. Hammerly,
FOR all nominees WITHHOLD Daniel J. Meyer and
(except as marked AUTHORITY for Joseph A. Steger.
to the contrary) all nominees (To withhold authority
to vote for any
individual nominee,
write that nominee's
name on the space
provided below.)
__________________
2.-Confirm appointment of Ernst & Young
LLP as independent auditors.
FOR AGAINST ABSTAIN
Dated:.................., 1995
..............................
Signature of Shareholder
..............................
Signature of Shareholder
(if held jointly)
Please sign your name exactly as
it appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as such. If a
corporation, please sign in full
corporate name by authorized
officer. If a partnership, please
sign in partnership name by
authorized person. A proxy for
shares held jointly by two or more
persons should be signed by all.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
CINCINNATI MILACRON INC. PROXY
4701 Marburg Avenue This proxy is solicited on behalf of
Cincinnati, Ohio 45209 the Board of Directors
Proxy for Annual Meeting of Shareholders To Be Held April 25,
1995
James A. D. Geier, Lyle Everingham and Joseph A. Steger (each
with power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock
held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 25, 1995, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors and the
confirmation of the appointment of auditors.
IMPORTANT VOTING INSTRUCTIONS: A shareholder who has been a
continuous beneficial owner since February 1, 1991 is entitled
to ten votes for each such share PROVIDED the following
certification is completed. By signing, the undersigned: (A)
instructs that this proxy be voted as marked and (B) certifies
that beneficial ownership of Common Shares has been continuous
as follows:
Date Shares Acquired Number of Shares
Prior to February 2, 1991 ________________
After February 1, 1991 ________________
TOTAL SHARES ________________
________________
If no certification is made, it will be deemed that beneficial
ownership of all Common Shares occurred after February 1, 1991.
(Continued and to be signed on reverse side)
This proxy when properly executed will be voted as directed by
the undersigned shareholder. If no direction is made, this proxy
will be voted "FOR" all the nominees for director listed in Item
(1) below and "FOR" Item (2) below.
VOTES
1.-Election of Directors NOMINEES: Harry A. Hammerly,
FOR all nominees WITHHOLD Daniel J. Meyer and
(except as marked AUTHORITY for Joseph A. Steger.
to the contrary) all nominees (To withhold authority
to vote for any
individual nominee,
write that nominee's
name on the space
provided below.)
__________________________
2.-Confirm appointment of Ernst & Young
LLP as independent auditors.
FOR AGAINST ABSTAIN FOR
Dated:....................., 1995
.................................
Signature of Shareholder
.................................
Signature of Shareholder
(if held jointly)
Please sign your name exactly as
it appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as such. If a
corporation, please sign in full
corporate name by authorized
officer. If a partnership, please
sign in partnership name by
authorized person. A proxy for
shares held jointly by two or more
persons should be signed by all.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
APPENDIX II
GRAPHIC AND IMAGE MATERIAL
The following graphic and image material appear in the
registrant's Proxy Statement in the sections designated:
ELECTION OF DIRECTORS
A photo of each director appears to the left of the printed
information about that individual.
