CINCINNATI
MILACRON
Cincinnati, Ohio 45209
______________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held April 28, 1998
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 28,
1998, 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 1998.
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 27, 1998, 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 1997, 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 Proxy Statement is March 27, 1998.
Cincinnati Milacron Inc.
4701 Marburg Avenue
Cincinnati, Ohio 45209
_______________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 28, 1998
The Proxy Statement is furnished to shareholders on or about
March 27, 1998, 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 28, 1998, 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 1998.
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 27, 1998, 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 39,557,134 shares of Common Stock exclusive
of 327,996 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, 1995.
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, 1995, 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, 1995, 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, for purposes of this Annual Meeting,
be deemed to have occurred after February 1, 1995, 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, by telephone or fax. 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
$15,000, plus reasonable out-of-pocket expenses.
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 nine, 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 2000
Age 54
Mr. Allen is, and has been for more than the past five years,
Chairman, President and Chief Executive Officer of Aeroquip-
Vickers, Inc., Maumee, Ohio, a world-wide manufacturer and
distributor of engineered components and systems for markets
which include industrial, automotive, aerospace and defense.
Director of Aeroquip-Vickers, Inc. and Fifth Third Bankcorp.
__________________________________________________________________
NEIL A. ARMSTRONG Member: Executive Committee
Director since 1980 Audit Committee
Age 67 Term expires 1999
Mr. Armstrong is, and has been for more than the past five years,
Chairman of AIL Systems, Inc., Deer Park, NY, manufacturer of
electronic countermeasure systems. Director of The CINergy Co.,
Eaton Corporation, USX Corporation, Thiokol Corp. and RMI
Titanium Co.
__________________________________________________________________
BARBARA HACKMAN FRANKLIN Member: Audit Committee
Director since 1996 Nominating and
Age 57 Corporate Governance
Committee
Term expires 1999
Ms. Franklin is President and CEO of Barbara Franklin
Enterprises, Washington, D.C., an international consulting and
investment firm, and has served in that capacity since January,
1995. Prior thereto, she was an independent director, consultant
and lecturer (1993-1995), and in 1992 she served as the 29th U.S.
Secretary of Commerce. Director of Aetna, Inc., The DOW Chemical
Company, AMP Inc. and MedImmune, Inc.
__________________________________________________________________
HARRY A. HAMMERLY Member: Audit Committee
Director since 1992 Nominating and
Age 64 Corporate Governance
Committee
Term expires 1998, nominee for
three year term
Mr. Hammerly had served for more than five years, until his
retirement in 1995, as Executive Vice President of 3M Company,
St. Paul, Minnesota, a world-wide manufacturer serving
industrial, commercial, health care and consumer markets.
Director of Apogee Enterprises, Inc., BMC Industries, Inc., Brown
& Sharpe Manufacturing Company and The Geon Company.
__________________________________________________________________
DANIEL J. MEYER Member: Executive Committee
Director since 1985 Term expires 1998, nominee for
Age 61 three year term
Mr. Meyer is, and has been for more than the past five years,
Chairman and Chief Executive Officer of the Company. In January,
1998, he reassumed the additional office of President. Director
of Star Banc Corp., The E.W. Scripps Company and Hubbell
Incorporated.
__________________________________________________________________
JAMES E. PERRELLA Member: Personnel and
Director since 1993 Compensation Committee
Age 62 Nominating and
Corporate Governance
Committee
Term expires 2000
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. Director of Becton Dickinson
and Company and Ingersoll-Rand Company.
__________________________________________________________________
JOSEPH A. PICHLER Member: Personnel and
Director since 1996 Compensation Committee
Age 58 Term expires 1999
Mr. Pichler is, and has been for more than the past five years,
Chairman of the Board and Chief Executive Officer of The Kroger
Co., Cincinnati, Ohio, a food retailer and manufacturer. Director
of The B. F. Goodrich Company, Federated Department Stores, Inc.
and The Kroger Co.
__________________________________________________________________
DR. JOSEPH A. STEGER Member: Executive Committee
Director since 1985 Nominating and
Age 61 Corporate Governance
Committee
Personnel and
Compensation
Committee
Term expires 1998, 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. and Provident Bancorp, Inc.
__________________________________________________________________
HARRY C. STONECIPHER Member: Personnel and
Director since 1991 Compensation
Committee
Age 61 Term expires 2000
Mr. Stonecipher is President and Chief Operating Officer of The
Boeing Company, Seattle, Washington, 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 August, 1997. He was President and Chief
Executive Officer of McDonnell Douglas Corporation from 1994 to
1997, and Chairman, President and Chief Executive Officer of
Sundstrand Corporation, from 1991 to 1994. Director of The Boeing
Company, Computer Management Sciences Inc. and Sentry Insurance
Co.
BOARD OF DIRECTORS AND BOARD COMMITTEES
Compensation and Benefits
The Company compensates non-employee Directors by payment of an
annual retainer of $30,000. All or a portion of this retainer may
be deferred into a Company stock or a cash account under the
terms of the Company's Plan for the Deferral of Directors'
Compensation, with it being required that a minimum of $5,000 be
payable in Company stock and credited to a deferred stock account
under the plan. The Company also compensates non-employee
Directors by payment of a fee of $1,500 for each Board and
committee meeting attended and a fee of $1,000 for participation
in each telephone meeting. Chairpersons of the Audit Committee,
Nominating and Corporate Governance Committee and Personnel and
Compensation Committee also receive an annual retainer of $2,000.
In addition, the Directors may elect to be covered by $100,000 of
group term life insurance.
Awards of restricted shares and stock options to Directors are
provided for in the 1997 Long-Term Incentive Plan. Ms. Franklin
and Messrs. Allen, Armstrong, Hammerly, Perrella, Pichler, Steger
and Stonecipher each received a stock option grant of 2,000
shares, and a grant of 1,000 shares of restricted stock under the
Plan in fiscal year 1997.
The Retirement Plan for Non-Employee Directors was closed on
February 6, 1998 with respect to all non-employee Directors
beginning their first term on the Board after said date. Current
non-employee Directors were given the election to continue to
participate in the plan, or receive a current lump sum benefit
credited to a deferred stock account under the Company's Plan for
the Deferral of Directors' Compensation. The retirement plan has
a six year vesting requirement with monthly benefits paid for
life. For Director's with ten or more years vested service, the
benefit is equal to one hundred percent of the Director's base
retainer as of the last day of service. A reduced benefit is
payable for service less than ten years.
Meetings and Committees
The Board of Directors held six meetings in fiscal year 1997.
Average attendance by Directors at the aggregate of the Board and
committee meetings was 94%. No Director attended fewer than 75%
of the aggregate of the meetings of the Board and the committees
on which they served, except for Mr. Stonecipher who attended 70%
of the aggregate of said meetings.
The Board of Directors has established four committees with
specific responsibilities. The Executive Committee is composed
of three members, two 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 no meetings in fiscal year 1997.
The Audit Committee is composed of four 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 1997.
The Personnel and Compensation Committee is composed of four non-
employee Directors. The Committee recommends to the Board of
Directors the compensation of the Chairman, 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 1997.
The Nominating and Corporate Governance Committee is composed of
four 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
also recommends the standing and special committees, considers
matters relating to corporate governance, provides the Board with
materials on matters of Board behavior (i.e., ethics and policies
of public concern) and evaluates the performance and
effectiveness of the Board as a whole. The Committee held two
meetings in fiscal year 1997.
Shareholder Meetings: Conducting Business and Notice
At any meeting of the shareholders, 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. Notice
requirements for shareholder proposals at the 1999 Annual Meeting
are provided for on page 14.
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 27,
1998:
Common Stock
<TABLE>
<CAPTION>
Beneficial Owner Shares Percent of Outstanding
<S> <C> <C>
None
</TABLE>
Preferred Stock
<TABLE>
<CAPTION>
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 5,791 9.65
51 Mercedes Way
Edgewood, NY 11717
Bank of New York 4,403 7.34
One Wall Street
New York, NY 10286
Cincinnati Milacron Foundation 3,913 6.52
Cincinnati, OH 45209
(D. F. Allen, N.A. Armstrong
and D.J. Meyer, Trustees)
James A.D. Geier 3,049(1) 5.08
529 Dragon Way Suite 11A
Cincinnati, OH 45227
</TABLE>
Unless otherwise noted, the above-named individuals or entities
have sole voting and investment power.
(1) Mr. Geier's beneficial ownership includes 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.
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 27, 1998 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) 13,950 0
Neil A. Armstrong 9,050 0
Barbara Hackman Franklin 6,327 0
Harry A. Hammerly(2) 13,479 0
Daniel J. Meyer(3) 746,664 380
James E. Perrella(2) 15,690 0
Joseph A. Pichler 7,100 0
Raymond E. Ross(4) 388,426 0
Joseph A. Steger 8,632 0
Harry C. Stonecipher 12,500 0
Ronald D. Brown 163,215 0
Harold J. Faig 208,544 0
Alan L. Shaffer 195,926 0
All Officers and
Directors As a Group(5) 2,528,002 380
(1) The amounts shown include (a) the following shares that may
be acquired within 60 days pursuant to outstanding option grants:
Mr. Meyer, 565,380 shares, Mr. Ross, 345,512 shares, Mr. Brown,
130,368 shares, Mr. Faig, 172,486 shares, Mr. Shaffer, 149,356
shares, 7,000 shares each for Messrs. Allen, Armstrong, Hammerly,
Perrella, Steger and Stonecipher, 4,000 shares each for Ms.
Franklin and Mr. Pichler and 1,926,892 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, 1997, according to information furnished
by the Plan Trustee; (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, and (d)
credits of stock units under the Company's deferred compensation
plan as follows: Mr. Meyer, 18,086 units, Mr. Brown, 6,352 units,
Mr. Faig, 7,546 units, and Mr. Shaffer, 7,728 units.
(2) The amounts shown include credits of stock units under the
Company's deferred compensation plan for non-employee Directors
as follows: Mr. Allen, 5,450 units, Mr. Hammerly, 2,396 units and
Mr. Perrella, 4,190 units.
(3) Mr. Meyer's beneficial ownership is 1.87% of the common
shares outstanding.
(4) Mr. Ross retired on December 31, 1997.
(5) Directors' and Officers' beneficial ownership as a group is
6.34% of the common shares (22 persons) and .63% of the preferred
shares (1 person) outstanding.
Certain Transaction
During the period of fiscal 1997 and through February 27, 1998,
the company had outstanding loans to executive officers under the
Company's Employee Stock Loan Program for the purposes of
exercising stock options and purchasing stock, and for paying
related withholding taxes due as a result of such purposes or the
lapse of restrictions on restricted stock, all under the
Company's long-term incentive programs as follows: (1) five loans
to Mr. D. J. Meyer, Chairman, President and Chief Executive
Officer, carrying interest rates ranging from 5.8% to 7.91% with
the largest aggregate amount of indebtedness outstanding at any
time during such period and the principal balance of all such
loans outstanding at the end of the period being $512,687; (2)
two loans to Mr. R. E. Ross, President and Chief Operating
Officer, carrying interest rates of 5.98% to 7.78% respectively,
with the largest aggregates amount in indebtedness outstanding at
any time during such period being $91,587, and all loans being
paid off by Mr. Ross at his retirement on December 31, 1997; (3)
two loans to Mr. A. L. Shaffer, Group Vice President, Industrial
Products, carrying interest rates of 7.78% and 6.45%,
respectively, with the largest aggregate amount of indebtedness
outstanding at any time during such period being $108,584, and
the principal balance of such loans outstanding at the end of the
period being $97,580; and (4) two loans to Mr. H. J. Faig, Group
Vice President, Plastics Technologies, carrying interest rates of
5.98% and 5.84%, respectively, with the largest aggregate amount
of indebtedness outstanding at any time during such period and
the principal balance of all such loans outstanding at the end of
the period being $70,840.
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, and/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. The interest rate is the
applicable Federal rate in effect under Section 1274 (d) of the
Internal Revenue Code of 1986, as amended, as of the day in which
the loan is made. As of February 27, 1998, the interest rate was
5.84% 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
1996 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: 28
for Mr. Meyer, 29 for Mr. Ross, 17 for Mr. Brown, 31 for Mr. Faig
and 25 for Mr. Shaffer. Directors who are not officers or
employees of the Company are not eligible to participate in the
Retirement Plan, but may be 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>
$ 100,000 $ 15,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500
250,000 37,500 56,250 75,000 93,750 112,500 131,250*
500,000 75,000 112,500 150,000* 187,500* 225,000* 262,500*
750,000 112,500 168,750* 225,000* 281,250* 337,500* 393,750*
1,000,000 150,000* 225,000* 300,000* 375,000* 450,000* 525,000*
1,250,000 187,500* 281,250* 375,000* 468,750* 562,500* 656,250*
1,500,000 225,000* 337,500* 450,000* 562,500* 675,000* 787,500*
1,750,000 262,500* 393,750* 525,000* 656,250* 787,500* 918,750*
</TABLE>
*Under existing law, payments of annual benefits in excess of
$130,000 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.
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' interest
in the Company over a period of time. 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
includes selected companies in the Performance Graph on page
13 for the S&P 500 and the S&P Machinery (Diversified)
Indexes.
- 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 annual results add economic value (EVA) to
the Company and 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 selected companies in the Performance Graph on
Page 13 for the S&P 500 and the S&P Machinery (Diversified)
Indexes, 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 1996 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 improve or exceed the cost of capital,
thereby enhancing shareholder 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, the accomplishment of financial objectives as
well as non-financial performance.
The 1996 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 1997 and each
of the officers named in the Summary Compensation Table received
bonuses. In addition, certain business units also met or
exceeded their EVA performance objectives and officers
specifically responsible for these operations received bonuses.
Annual incentive compensation is targeted to the median of the
companies surveyed.
Long-Term Incentive Compensation
The 1997 Long-Term Plan was approved by shareholders and gives
the Personnel and Compensation Committee the authority and
discretion to award stock options, restricted stock and
performance share awards (collectively referred to as "Awards")
to the Company's key employees. Awards are granted during the
life of the Plan at the median range of the peer group and are
designed to align the interests of executives with those of the
shareholders. Under the 1997 Long-Term Incentive Plan, Awards
were granted to the Company's key employees including its
officers. Current stock and option holdings of the officers are
not considered when Awards are granted. Stock options have an
exercise price equal to the market price of the Common Stock on
the date of grant and vest over five years. Restricted stock may
not be sold or transferred for a period of three years and, as a
general rule, the restricted stock is forfeited if the recipient
does not remain in the employ of the Company during the entire
three year term. Performance share grants are awarded in the form
of restricted shares which may be forfeited or increased, with
any increase paid in cash, depending on the growth rate of
earnings per share during the three year measurement period.
Performance share grants related to the three year performance
period beginning in 1997 will be forfeited unless a growth rate
in earnings per share of at least 12%, compounded annually, is
achieved. Performance share grants awarded in 1997 will be
increased by 50% or 100% if growth rates of basic earnings per
common share of at least 15% or 18% respectively, compounded
annually, are achieved. This approach to long term incentives 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 basic earnings per common share
and the price of Common Stock increase 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 1997 was increased in
conjunction with the Company's growth, the Company's progress in
executing its strategic plan and the overall improvement of the
Company's profitability and prospects for continued growth.
In accordance with the respective terms of the 1996 Short-Term
Management Incentive Plan, a bonus of $687,960 was paid for 1997.
During fiscal 1997, a performance share grant of 30,977 shares
and stock options for 60,000 shares were awarded to Mr. Meyer
under the 1997 Long-Term Incentive Plan. The stock option grant
was made on the basis of market practice as determined by
independent consultants, as described above.
The Personnel and Compensation Committee
James E. Perrella
Joseph A. Pichler
Joseph A. Steger
Harry C. Stonecipher
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation(1) Long Term Compensation
Awards Payouts
Shares
Other Underlying
Annual Restricted Stock LTIP All Other
Name Principal Position Year Salary($) Bonus($) Comp.($) Stock($) Options Payouts($) Comp.($)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D.J.Meyer Chief Executive Officer 1997 $661,500 $687,960 - $720,215(2) 60,000 $0 $0
Chief Executive Officer 1996 615,000 631,800 - 157,077 60,000 0 151,874(3)
Chief Executive Officer 1995 565,117 582,500 - 143,685 60,000 0 140,030(3)
R.E.Ross(4) Chief Operating Officer
and President 1997 $430,500 $279,825 - $450,934(2)(4)40,000 $0 $0
Chief Operating Officer
and President 1996 420,000 260,000 - 103,439 40,000 0 100,013(3)
Chief Operating Officer
and President 1995 369,042 220,000 - 93,884 40,000 0 91,492(3)
A.L.Shaffer Group Vice President 1997 $280,100 $182,065 - $304,064(2) 23,000 $0 $0
Group Vice President 1996 264,600 169,871 - 67,588 25,000 0 65,349(3)
Group Vice President 1995 242,670 156,163 - 61,645 25,000 0 60,063(3)
H.J.Faig Group Vice President 1997 $280,100 $161,069 - $304,064(2) 23,000 $0 $0
Group Vice President 1996 264,600 146,089 - 67,588 25,000 0 65,349(3)
Group Vice President 1995 241,336 154,430 - 60,950 25,000 0 59,397(3)
R.D.Brown Chief Financial Officer 1997 $245,800 $159,770 - $267,980(2) 19,800 $0 $0
Chief Financial Officer 1996 226,800 145,600 - 57,939 25,000 0 56,020(3)
Chief Financial Officer 1995 193,844 124,471 - 49,131 25,000 0 47,874(3)
_______________________________________________________________________________________________________________
</TABLE>
(1) Includes amounts earned in fiscal year.
(2) On February 7, 1997, the Committee made awards of
performance share grants in the form of restricted stock,
pursuant to the 1997 Long-Term Incentive Plan which stipulates
certain performance targets be met during the three year
restriction period. Mr. Meyer was awarded 30,977 shares; Mr. Ross
was awarded 19,395 shares; Mr. Shaffer was awarded 13,078 shares;
Mr. Faig was awarded 13,078 shares; and Mr. Brown was awarded
11,526 shares. The value of these shares is based on a Fair
Market Value of $23.25 (FMV on the date of the grant). Dividends
are paid on the restricted shares at the same time and the same
rate as dividends paid to the shareholders on unrestricted
shares. The restricted stock will be forfeited unless the
compounded annual growth rate of the Company's basic earnings per
common share over the three year performance period commencing
January 1, 1997 is at least 12%. The restricted stock grants
awarded in 1997 will be increased by a cash payment equal to 50%
or 100% of the value of the associated restricted stock grant at
the end of the period if growth rates of basic earnings per
common share of at least 15% or 18% respectively, compounded
annually, are achieved. In the event that a change of control
occurs during the performance period, the restricted stock will
be forfeited, but the executive will receive a cash payment in an
amount equal to 200% of the value of the restricted stock at the
time of the change of control.
(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.
(4) Mr. Ross retired on December 31, 1997 and, in accordance with
the 1997 Long-Term Incentive Plan, 12,930 shares of restricted
stock granted to Mr. Ross in 1997 (with the value of $300,622.50
on the date of the grant) were forfeited.
Note: The total number of restricted shares held by the listed
officers and the aggregate market value at the end of the
Company's fiscal year are as follows: Mr. Meyer held 48,763
shares valued at $1,208,405; Mr. Ross held 31,140 shares valued
at $771,686; Mr. Shaffer held 20,679 shares valued at $512,450;
Mr. Faig held 20,502 shares valued at $508,064 and Mr. Brown held
17,776 shares valued at $440,510. 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 $24.7812 at December 26,
1997.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Number of % of Total
Securities Options
Underlying Granted to Grant Date
Options Employees in Exercise or Expiration Present
Name Granted(1)(#) Fiscal Year(2) Base Price(3)($/SH) Date Value(4)($)
____________ _____________ ______________ ___________________ ______________ _______
<S> <C> <C> <C> <C> <C>
D.J.Meyer 60,000 10.65% $23.25 2/07/07 $620,400
R.E.Ross 40,000 7.10% 23.25 2/07/07 413,600
A.L.Shaffer 23,000 4.08% 23.25 2/07/07 237,820
H.J.Faig 23,000 4.08% 23.25 2/07/07 237,820
R.D.Brown 19,800 3.51% 23.25 2/07/07 204,732
</TABLE>
(1) Up to 25% of each stock option grant may be exercised
beginning two years following the date of grant and an additional
25% may be exercised beginning 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 the grant. In the event of a "change of
control" of the Company, all outstanding stock options become
immediately exercisable in full.
(2) Based on 563,600 options, net of 5,000 cancellations, granted
to all employees in 1997.
(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 $23.25, 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 6.42% 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 29.7% calculated using daily stock prices for the
one-year period prior to the grant date; and
- - Dividends at the rate of $0.36 per share representing the
annualized dividends paid with respect to a share of common stock
at the date of grant;
The ultimate values of the options will depend on the future
market price of the Company's stock, which cannot be forecast
with reasonable accuracy. The actual value, if any, an optionee
will realize upon exercise of an option will depend on the
excess of the market value of the Company's common stock over
the exercise price on the date the option is exercised.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Year
and Fiscal Year-End Option/SAR Values
Number of Securities Value(1) of
Number of Underlying Unexercised Options Unexercised, In-the-Money
Shares Acquired Value at Fiscal Year-End(#) Options Held at Fiscal Year-End ($)
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable($) Unexercisable($)
<S> <C> <C> <C> <C> <C> <C>
D.J.Meyer 0 $ 0 320,348 195,000 $2,811,733 $316,624
R.E.Ross 0 0 215,512 130,000 2,155,458 211,083
A.L.Shaffer 0 0 52,394 76,750 306,634 125,486
H.J.Faig 0 0 73,560 76,750 624,779 125,486
R.D.Brown 0 0 37,190 73,550 238,736 120,586
______________________________________________________________________________________________________________
(1) Based on a fair market value of company stock on December 26, 1997, of
$24.7812.
</TABLE>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN(*)
CINCINNATI MILACRON INC., S&P 500, S&P
MACHINERY (DIVERSIFIED) INDEX
(GRAPH)
12/92 12/93 12/94 12/95 12/96 12/97
Cincinnati Milacron 100 135.46 147.73 166.38 140.89 169.97
S&P 500 100 110.03 111.53 153.30 188.40 251.17
S&P Machinery 100 148.05 144.19 177.91 221.59 293.03
(Diversified) Index
(*) Total return assumes reinvestment of dividends on a quarterly basis
and market returns are adjusted for spin-offs and other special
dividends for both the registrant and the peer group companies.
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent
auditors of the Company and its subsidiaries for the fiscal year 1998.
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. Votes withheld as well as broker
non-votes will be counted toward the establishment of quorum,
but will have no effect on the confirmation of the appointment
of the auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SELECTION OF ERNST & YOUNG LLP BE CONFIRMED
SHAREHOLDER PROPOSALS FOR THE
1999 ANNUAL MEETING OF SHAREHOLDERS
In order for shareholder proposals for the 1999 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 25, 1998.
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 27, 1998
APPENDIX I
CINCINNATI MILACRON INC. PROXY FOR PREFERRED STOCK
ONLY4701 Marburg Avenue This proxy is solicited
onCincinnati, Ohio 45209 behalf of the Board of
Directors
Proxy for Annual Meeting of Shareholders To be Held April 28,
1998
Darryl F. Allen, Neil A. Armstrong, 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 28, 1998, 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), 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
(3 year term).
(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
as independent auditors
FOR AGAINST ABSTAIN
Dated:.................1998
............................
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 28, 1998
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 28, 1998, 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
This voting direction card, when properly executed Please x
will be voted as directed by the undersigned mark your
participant. If no direction is made, this direction votes as
card will be voted "FOR" all the nominees for director indicated
listed in Item (1) below and "FOR" Item (2) below. in this
example
VOTES
1.-Election of Directors NOMINEES: Harry A. Hammerly,
Daniel J. Meyer and Joseph A.
Steger (3-year term).
FOR all nominees WITHHOLD
(except as marked AUTHORITY for (To withhold authority to
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:................., 1998
..............................
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 28,
1998
Darryl F. Allen, Neil A. Armstrong 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 28, 1998, 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 Please x
directed by the undersigned participant. If no direction mark your
is made, this proxy will be voted "FOR" all the nominees votes as
for director listed in Item (1) below and "FOR" Item (2) indicated
below. in this
example
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 (3-
to the contrary) all nominees year term). (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:.................., 1998
..............................
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 28,
1998
Darryl F. Allen, Neil A. Armstrong 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 28,
1998, 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, 1995
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, 1995 ________________
After February 1, 1995 ________________
TOTAL SHARES ________________
________________
If no certification is made, it will be deemed that beneficial
ownership of all Common Shares occurred after February 1, 1995.
(Continued and to be signed on reverse side)
This proxy when properly executed will be voted as Please x
directed by the undersigned participant. If no mark your
direction is made, this proxy will be voted "FOR" votes as
all the nominees for director listed in Item (1) indicated
below and "FOR" Item (2) below. in this
example
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 (3-
to the contrary) all nominees year term).(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:....................., 1998
.................................
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.
Voting Direction for Annual Meeting of Shareholders to be held
April 28, 1998
To: Vanguard Fiduciary Trust Company, Trustee
As a Participant in the Aeroquip-Vickers Savings and Profit
Sharing Plan, I hereby direct Vanguard 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 28, 1998, 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
This voting direction card when properly executed Please x
will be voted as directed by the undersigned participant. mark your
If no direction is made, this direction card will be votes as
voted "FOR" all the nominees for director listed in Item indicated
(1) below and "FOR" Item (2) below. in this
example
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 (3-
to the contrary) all nominees year term).(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:....................., 1998
.................................
Signature of Participant
.................................
Please sign your name exactly as
it appears hereon.
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.
PERFORMANCE GRAPH
A line graph representing the values contained in the
Performance Graph section appears above the values.
