<PAGE>
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 SECTION240.14A-11(C) OR
SECTION240.14A-12
OHIO EDISON COMPANY
- --------------------------------------------------------------------------------
(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/ NO FEE REQUIRED.
/ / FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1)
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 DETER-
MINED):
----------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
----------------------------------------------------------------
(5) TOTAL FEE PAID:
----------------------------------------------------------------
/ / FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT
RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE
WAS PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(1) AMOUNT PREVIOUSLY PAID:
----------------------------------------------------------------
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
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(3) FILING PARTY:
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(4) DATE FILED:
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<PAGE>
[LOGO]
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE HOLDERS OF SHARES OF COMMON STOCK OF OHIO EDISON COMPANY:
The Annual Meeting of Shareholders of Ohio Edison Company will be held at
the principal office of the Company, 76 South Main Street, Akron, Ohio
44308-1890, on April 24, 1997, at 10 a.m. Eastern time, for the following
purposes:
<TABLE>
<S> <C> <C>
Item No. 1 -- To elect a Board of 12 Directors;
Item No. 2 -- To ratify the appointment of Arthur Andersen LLP, independent public
accountants, as auditors for the year of 1997;
Item No. 3 -- To vote on a shareholder proposal; and
To take action upon any other business as may properly come before the
meeting.
</TABLE>
To assure your representation at the meeting, you are urged, after reading
the accompanying proxy statement, to mark, sign and date your proxy card and to
return it in the envelope provided.
NANCY C. ASHCOM
SECRETARY
Akron, Ohio
March 10, 1997
<PAGE>
March 10, 1997
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and accompanying proxy card are being mailed to
shareholders beginning on or about March 27, 1997, in connection with the
solicitation of proxy cards by the Board of Directors of Ohio Edison Company
(hereinafter referred to as "the Company") for use at the 1997 Annual Meeting of
Shareholders. The principal office of the Company is located at 76 South Main
Street, Akron, Ohio 44308-1890.
Holders of record of Company common stock at the close of business on March
7, 1997, are entitled to notice of and to vote at the meeting. At the close of
business on March 7, 1997, there were 152,569,437 shares of common stock, each
of which entitles its holder to one vote.
The Board of Directors solicits and recommends your execution of the
enclosed proxy card. You may revoke your proxy card at any time prior to it
being used at the meeting by giving notice in writing to the Secretary of the
Company or orally in open meeting.
Shares for which a properly signed proxy card are received will be
represented at the Annual Meeting and will be voted as instructed on the proxy
card. Shareholders are urged to specify their choices by marking an (X) in the
appropriate boxes on the proxy card. If no choices are specified, the shares
represented will be voted as recommended by your Board of Directors. Shares
represented by improperly marked proxy cards will be treated as abstentions for
voting purposes. "Votes cast" is defined to include both for and against votes
but excludes abstentions and broker non-votes. Dissenting shareholders, in
connection with any item presented, do not have rights of appraisal.
The presence in person or by proxy of the holders of record of a majority of
shares entitled to be voted will constitute a quorum at the Annual Meeting. For
the purpose of determining a quorum, all shares represented at the meeting are
counted without regard to abstentions or broker non-votes.
Shareholders have the right to exercise cumulative voting for the election
of directors. In cumulative voting, a shareholder has a number of votes equal to
the product of the number of directors to be elected times the number of shares
owned, and may cast all of such votes for one nominee, or may distribute such
votes among two or more nominees in any proportion desired. To exercise the
right to vote cumulatively, the shareholder must provide specific instructions
on the proxy card.
Your Board of Directors proposes to solicit proxy cards from shareholders as
described below. The cost of this solicitation will be borne by the Company. The
Company has arranged for the services of Georgeson & Company Inc. to solicit
proxy cards personally or by telephone, mail or other electronic means for a fee
not to exceed $12,000 plus reimbursement of reasonable out-of-pocket expenses.
Proxy cards may also be solicited in a similar manner, without additional
compensation, by officers and employees of the Company. The Company may
reimburse brokers, banks and other fiduciaries for postage and reasonable
expenses incurred by them in forwarding proxy material to beneficial owners of
stock.
BOARD OF DIRECTORS
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company, although it
is not involved in day-to-day operations. Members of the Board are kept informed
of the Company's business by various reports and documents sent to them each
month, as well as by operating and financial presentations made at Board and
committee meetings by Company management.
The Board of Directors held 13 meetings in 1996. All directors attended more
than 75% of the aggregate number of meetings of the Board and committees of
which they are members.
1
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The committees established by the Board of Directors to assist it in the
discharge of its responsibilities are described below. In addition, the Board
has also formed an ad hoc Nuclear Committee which consists of three non-employee
directors. This ad hoc Nuclear Committee held four joint meetings in 1996 with
the managements and directors of the companies which operate the nuclear
facilities in which the Company has an ownership interest. The biographical
information relating to the director nominees, which begins on page 3, includes
committee memberships currently held by each nominee.
AUDIT COMMITTEE
This committee meets with management, financial personnel, internal auditors
and the independent public accountants to consider the adequacy of the internal
controls of the Company and the objectivity of financial reporting. The Audit
Committee recommends to the Board the appointment of the Company's independent
public accountants subject to ratification by the shareholders at the Annual
Meeting. The committee also reviews the results of management's program to
monitor compliance with the Company's policies on business ethics and conduct.
Both the internal auditors and the independent public accountants periodically
meet alone with the Audit Committee and always have unrestricted access to the
committee. The Audit Committee consists of four non-employee directors and met
four times in 1996.
COMPENSATION COMMITTEE
This committee's duties and functions include: to determine an appropriate
salary for the chief executive officer and to recommend it to the Board of
Directors; to discuss salary levels for all other officers with the chief
executive officer; and to maintain an orderly relationship of compensation for
officers which is compatible with industry standards for companies of like
character and size. The Compensation Committee consists of four non-employee
directors and met three times in 1996.
NOMINATING COMMITTEE
This committee advises and makes recommendations to the Board concerning
possible candidates to fill vacancies on the Board of Directors and reviews the
qualifications of candidates recommended by others. The committee will consider
nominees recommended by shareholders. Such recommendations must be submitted in
writing to the committee at least six months prior to the date of the Annual
Meeting of Shareholders in care of the Secretary of the Company at the address
on the first page of this proxy statement. Shareholder recommendations should be
accompanied by a description of the proposed nominee's qualifications and other
relevant biographical information, together with the written consent of the
proposed nominee to be named in the proxy statement, if nominated, and to serve,
if elected. The Nominating Committee consists of four directors and held two
meetings during 1996.
FINANCE COMMITTEE
This committee's primary duties are to monitor the Company's requirements
for funds and financial market conditions; to approve terms of sales of Company
securities when the Board of Directors does not exercise such powers; to consult
with the officers of the Company on these matters; and to make recommendations
to the Board. There are four directors on the Finance Committee, which met once
in 1996.
COMPENSATION OF DIRECTORS
Directors who are not employees receive an annual retainer of $15,000 and
300 shares of Ohio Edison common stock. Such directors are also paid a meeting
fee of $850 for each Board and committee meeting which they attend, and are
reimbursed for expenses of attending. Directors may elect to defer all or a
portion of their cash retainer and meeting fees to be payable in a lump sum or
monthly installments after
2
<PAGE>
they cease to be a director. Directors who are also employees receive no
compensation for serving as directors.
BUSINESS RELATIONSHIPS
Mr. Robert M. Carter, a director, has an 18.6% equity interest in Lakefront
Capital Investors, Inc., an investment management firm. During 1996, Lakefront
Capital Investors, Inc. provided investment management services to the Ohio
Edison System Master Retirement Trust, receiving $30,749 in fees.
ITEMS TO BE VOTED
ITEM NO. 1--NOMINEES FOR ELECTION AS DIRECTORS
It is intended that shares of common stock represented by a proxy card will
be voted, unless otherwise instructed on the proxy card, for the election of the
12 nominees listed below as directors of the Company to hold office until the
next Annual Meeting. Under the Company's Code of Regulations, at any election
for directors, the persons receiving the greatest number of votes are elected to
the vacancies to be filled. The nominees for directors together with information
about them are listed below. Your Board of Directors has no reason to believe
that the persons named will not be available to serve after being elected. In
the event that any of the original nominees would not be available to serve for
any reason upon being elected, shares represented by the appointed Proxies will
be voted in the discretion of such Proxies either for a lesser number of
directors or for another person selected by the Board of Directors unless the
inability to serve is believed to be temporary in nature. In this latter case,
the shares represented by the appointed Proxies will be voted for the person
named and such person, if elected, will serve when he or she is able to do so.
NOMINEES FOR ELECTION AS DIRECTORS
[PHOTO] DONALD C. BLASIUS -- Retired in 1993 as President (a position he
held since 1989) of White Consolidated Industries, Inc., a
manufacturer of home and commercial appliances and outdoor and
industrial products. Age 67. He is also a Director of Wolverine
Tube, Inc. Director of the Company since 1981.
Committees: Finance, Nominating
[PHOTO] H. PETER BURG -- President, Chief Operating Officer and Chief
Financial Officer of this Company since November 1996, and Senior
Vice President and Chief Financial Officer from 1989-1996. Age
50. He is also a Director of Pennsylvania Power Company. Director
of the Company since 1989.
Committee: Finance
3
<PAGE>
<TABLE>
<C> <S>
[PHOTO] ROBERT M. CARTER -- Partner since 1991 in the law firm of Carter
& Associates. Age 46. He is also a Director of FirstMerit Corp.
Director of the Company since 1994.
Committee: Audit
[PHOTO] DR. CAROL A. CARTWRIGHT -- President since 1991 of Kent State
University. Age 55. She is also a Director of Republic Engineered
Steels, Inc. and M.A. Hanna Company. Director of the Company
since 1992.
Committee: Nominating
[PHOTO] WILLARD R. HOLLAND -- Chairman of the Board and Chief Executive
Officer of this Company since November 1996, and of its
subsidiary, Pennsylvania Power Company, since 1993. President and
Chief Executive Officer of this Company from 1993-1996 and
President and Chief Operating Officer from 1991-1993. Age 60. He
is also a Director of A. Schulman, Inc. Director of the Company
since 1991.
Committees: Finance, Nominating
[PHOTO] ROBERT L. LOUGHHEAD -- Retired in 1987 as Chairman of the Board,
President and Chief Executive Officer of Weirton Steel
Corporation, a manufacturer of steel products. Age 67. Director
of the Company since 1980.
Committees: Audit, Compensation
[PHOTO] RUSSELL W. MAIER -- Chairman of the Board and Chief Executive
Officer since 1989 of Republic Engineered Steels, Inc., a
specialty steel bar producer. Age 60. Director of the Company
since 1995.
Committee: Nuclear
</TABLE>
4
<PAGE>
<TABLE>
<C> <S>
[PHOTO] GLENN H. MEADOWS -- Retired in 1986 as President and Chief
Executive Officer of McNeil Corporation, a manufacturer of
industrial and automotive lubrication systems, pumps, swimming
pool chemicals and equipment. Age 67. Director of the Company
since 1981.
Committees: Audit, Compensation, Nuclear
[PHOTO] PAUL J. POWERS -- Chairman of the Board and Chief Executive
Officer since 1987 of Commercial Intertech Corp., a hydraulic
components, filters and separations and metal components
manufacturer. Age 62. He is also a Director of Global Marine
Inc., CUNO Inc. and Twin Disc, Incorporated. Director of the
Company since 1992.
Committee: Compensation
[PHOTO] CHARLES W. RAINGER -- Retired in 1996 as President (a position he
held since 1982) of Sandusky International Inc., a manufacturer
of centrifugal castings. Age 63. Director of the Company since
1987.
Committees: Nominating, Nuclear
[PHOTO] GEORGE M. SMART -- Chairman of the Board and President since 1993
of Phoenix Packaging Corporation, a manufacturer of easy-opening
lids. President and Chief Executive Officer from 1978-1993 of
Central States Can Co. and Executive Vice President from
1989-1993 of Van Dorn Company, the parent of Central States Can
Co. Age 51. He is also a Director of Belden & Blake Corporation
and Commercial Intertech Corp. Director of the Company since
1988.
Committees: Audit, Finance
[PHOTO] JESSE T. WILLIAMS, SR. -- Vice President of Human Resources
Policy, Employment Practices and Systems since 1996 of The
Goodyear Tire & Rubber Company, a manufacturer of tires and
rubber-related products. Vice President, Human Resources Policy
and Employment Practices from 1995-1996, Vice President,
Compensation and Employment Practices from 1993-1995 and Vice
President of Human Resources Diversity, Safety and Workers'
Compensation from 1991-1993 of The Goodyear Tire & Rubber
Company. Age 57. Director of the Company since 1992.
Committee: Compensation
</TABLE>
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM NO. 1.
5
<PAGE>
ITEM NO. 2--RATIFICATION OF THE APPOINTMENT OF AUDITORS
Arthur Andersen LLP, independent public accountants, appointed as auditors
by the Board of Directors of the Company to examine the books and accounts of
the Company for the year 1997, has made the annual audit for this Company since
its organization in 1930. A representative of Arthur Andersen LLP is expected to
be present at the Annual Meeting. This representative will have the opportunity
to make a statement and will be available to respond to appropriate questions
raised at the meeting. This item requires the favorable vote of a majority of
the votes cast.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM NO. 2.
ITEM NO. 3--SHAREHOLDER PROPOSAL
Dr. Allen Wolff, the beneficial owner of 10,720 shares of common stock of
the Company on December 31, 1996, has indicated that he will again present a
proposal for action at the Annual Meeting as follows:
"I, Allen Wolff, 1553 So. Carpenter Road, Brunswick, Ohio 44212-3826,
feel that there are a number of indiscretions allowing for increased
executive remuneration often in spite of decreased earnings, declining
market confidence and shareholder rewards and for reaffirmations of reigning
directors and management-sponsored (and often self serving) resolutions
because of a triple standard in counting proxies. The space allowed me here
will not adequately permit me to address these issues.
Did you ever wonder how managements put up such high numbers in shares
represented, shares voted for THEIR proposals and AGAINST shareholder
proposals? Shareholder-proposals garnering 10-45% of the vote SHOULD get
some attention from the incumbent management but so often they rest on the
fact that it failed. In addition to counting votes on shares they may NEVER
own (SARs and stock options), they count differently (1) proxies signed but
not marked are counted in favor of management's position (2) proxies held in
street names may be voted in favor of management's slate perhaps without
receipt by the real owner and without any input from him and (3) unvoted
proxies held in employee 401K plans may be COUNTED as voted in the same
proportion as those actually voted. In these days of mergers and downsizing,
sometimes employees are AFRAID to vote against management, sometimes feeling
intimidated by communications from management.
Management provides only one slate of director-candidates. It is "take
it or leave it" and opposition can come only from well-financed
renegades-sometimes with less than the best interest of the company in mind.
If anything anti-management comes up at the annual meeting, they already
have your proxy to vote on ANYTHING ELSE if the CEO allows a vote.
Most managements will say that they use the parameters of the SEC in
revealing or not revealing management perks and they may use the date of the
last merger or name change in revealing just how long an individual has been
tenured. Managements say that they boldly tell how unmarked proxies will be
voted and feel that their shareholders appreciate not being required to make
a few Xs after intelligently wading through 20 or more pages of the proxy
statement. Get real! Just because the SEC may allow something does not make
it right. Many things are legal, but immoral.
Management doesn't tell you how to get your proxy from a street name
holder, nor how to appoint another proxy to represent you, nor how to vote
for someone else for director (BUT I WILL).
MY PROPOSAL IS TO ELIMINATE ALL DISCRETIONERY VOTING WHEN THE INDIVIDUAL
(NOT THE TECHNICAL) SHAREHOLDER HAS NOT ACTUALLY VOTED BY MARKING THE CARD.
For those employee-shareholders who are afraid to vote unconfidentially, but
don't agree with management, at least ABSTAIN. That means your vote will not
be counted FOR nor AGAINST. For the independent, but astute shareholder, I
ask you to vote FOR. If you don't understand, ABSTAIN. If you leave it
blank, it will be counted AGAINST."
6
<PAGE>
STATEMENT OF THE BOARD OF DIRECTORS IN OPPOSITION TO THE PROPOSAL
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST DR. WOLFF'S
PROPOSAL.
This is the fourth consecutive year that Dr. Wolff has presented his
proposal. Basically, Dr. Wolff is trying to get you to surrender the right given
to you by Ohio law to appoint proxies having discretionary voting power. We do
not know why Dr. Wolff keeps submitting a proposal that is overwhelmingly
rejected each time it is presented. But we once again point out that adoption of
his proposal could lead to a situation in which a small number of shareholders
who attend the Annual Meeting could decide important questions that affect our
Company to the exclusion of you and other shareholders who cannot attend. Over
the past several years, Dr. Wolff made essentially this same proposal to other
public companies. The shareholders of such companies also overwhelmingly
rejected his proposal recognizing that it is not in their best interests.
For the benefit of those of you who may have only recently joined our
shareholder family, we point out that the Securities and Exchange Commission
prescribes the rules that must be followed by publicly traded companies
soliciting proxies. These rules are designed to help assure that the voting
process is fair to all shareholders, and the Company strictly adheres to them.
Even though Dr. Wolff disagrees, we continue to believe that you understand the
voting process and that you should continue to have all of the rights that Ohio
law provides to shareholders.
Dr. Wolff has used a number of misstatements and innuendos to attempt to
convince you to vote for his proposal. For example, he says that stock
appreciation rights and stock options are being voted. The truth is that stock
appreciation rights and stock options are not voted since they do not carry with
them any voting power. He also suggests, without support, that employees are
being intimidated. We, of course, deny that this is occurring. Do not be misled.
A vote AGAINST Dr. Wolff's proposal is truly what is in your best interest. It
is a vote for shareholders' rights and shareholder democracy.
Adoption of Dr. Wolff's proposal requires the favorable vote of a majority
of the votes cast.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEM NO. 3.
OTHER BUSINESS
Management does not intend to present and does not know that others will
present any other items of business at the Annual Meeting. However, if any other
matters properly come before the meeting, the appointed Proxies will vote in
their discretion.
ANNUAL REPORTS
This proxy statement was preceded by the mailing of the Annual Report to
Shareholders for the fiscal year ended December 31, 1996, which contains
financial and other information about the activities of the Company.
THE COMPANY WILL FURNISH TO A SHAREHOLDER, WITHOUT CHARGE, A COPY OF ITS
MOST RECENT ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION (FORM 10-K)
UPON RECEIPT OF A WRITTEN REQUEST TO MS. NANCY C. ASHCOM, SECRETARY, OHIO EDISON
COMPANY, 76 SOUTH MAIN STREET, AKRON, OHIO 44308-1890.
PROPOSALS OF SECURITY HOLDERS
Notice is hereby given that any shareholder proposal intended to be
presented at the Annual Meeting of Shareholders in 1998 must be received at the
Company's principal office on or before November 26, 1997.
7
<PAGE>
SECURITY OWNERSHIP TABLE
The following table shows shares of stock beneficially owned as of December
31, 1996, by each director and nominee, the executive officers named in the
Summary Executive Compensation Table, all directors and executive officers as a
group and all owners of more than five percent of any class of Ohio Edison
Company voting securities. It also shows the deferred common stock equivalents
credited as of December 31, 1996, to executive officers participating in the
Executive Incentive Compensation Plan.
<TABLE>
<CAPTION>
NUMBER OF COMMON
CLASS OF SHARES BENEFICIALLY STOCK
NAME OF BENEFICIAL OWNER STOCK OWNED(1)(2) EQUIVALENTS(3)
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------
Donald C. Blasius Common 2,726
H. Peter Burg Common 10,111 13,569
Robert M. Carter Common 865
Dr. Carol A. Cartwright Common 1,459
Willard R. Holland Common 7,502 44,741
Robert L. Loughhead Common 2,338
Russell W. Maier Common 1,104
Glenn H. Meadows Common 2,829
Paul J. Powers Common 1,208
Charles W. Rainger Common 2,788
George M. Smart Common 2,341
Jesse T. Williams, Sr. Common 1,673
Anthony J. Alexander Common 10,542 10,656
John A. Gill Common 3,424 8,006
Robert J. McWhorter Common 4,415 11,425
All Directors & Executive
Officers As a Group Common 79,319 109,158
State Street Bank and
Trust Co.(4) Common 14,197,485(9.3%)
</TABLE>
(1) Beneficially owned shares include any shares with respect to which voting or
investment power is attributed to a person because of joint or fiduciary
ownership of the shares or relationship of the record owner, such as a
spouse, even if the person does not consider himself or herself the
beneficial owner.
(2) The percentage of shares beneficially owned by any director or nominee, or
by all directors and executive officers as a group, does not exceed one
percent of the class so owned.
(3) Common stock equivalents are the cumulative number of performance shares
credited to each executive officer as of December 31, 1996. These
performance shares are the portion of the 1992, 1993, and 1994 annual
incentive awards under the Executive Incentive Compensation Plan that were
deferred for four years, and the 1995 and 1996 long-term incentive
opportunities that were deferred for four years under such Plan. For a
detailed explanation of the Plan, see the Board Compensation Committee
Report on Executive Compensation and the footnote to the Long-Term Incentive
Plan Table. Such performance shares do not have voting rights or other
rights associated with ownership.
(4) State Street Bank and Trust Company (225 Franklin Street, Boston, MA 02110)
is Trustee under the Ohio Edison System Savings Plan which holds 11,517,892
shares (7.5%) of the Company's common stock, and shares voting and
investment power with respect thereto with the employees participating in
the Plan. The Bank also holds 2,679,593 shares (1.8%) of the Company's
common stock as Trustee or Discretionary Advisor under various collective
investment funds for employee benefit plans and other index and personal
trust accounts. The Bank has sole voting power with respect to 2,059,093 of
these shares, shares voting power with respect to 1,000 of these shares and
has no voting power with respect to 619,500 of these shares; and has sole
investment power with respect to 2,677,193 of these shares and shares
investment power with respect to 2,400 of these shares.
8
<PAGE>
SUMMARY EXECUTIVE COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
----------------------------------- COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OTHER(2) PAYOUTS(3) COMPENSATION(4)
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Willard R. Holland 1996 $ 516,658 $ 213,197 $ 630 $ 62,099 $ 72,307
Chairman of the Board and 1995 502,365 179,536 1,405 26,469 38,504
Chief Executive Officer of the 1994 461,731 92,500 889 0 44,585
Company and of its subsidiary,
Pennsylvania Power Company
H. Peter Burg 1996 $ 246,858 $ 66,756 $ 4,733 $ 44,841 $ 25,165
President, Chief Operating 1995 231,828 49,287 3,052 56,637 16,433
Officer and Chief Financial Officer 1994 225,042 38,809 2,014 0 21,088
Anthony J. Alexander 1996 $ 232,533 $ 53,500 $ 1,930 $ 30,865 $ 14,223
Executive Vice President and 1995 197,853 49,406 1,722 39,276 10,790
General Counsel 1994 192,060 27,634 2,191 0 14,320
Robert J. McWhorter 1996 $ 219,178 $ 50,690 $ 8,254 $ 34,136 $ 39,063
Senior Vice President 1995 214,540 44,840 7,168 42,112 25,067
1994 208,256 26,084 7,436 0 31,434
John A. Gill 1996 $ 202,133 $ 58,335 $ 2,229 $ 27,161 $ 24,655
Vice President 1995 197,853 43,039 1,562 34,116 10,975
1994 192,060 27,632 1,753 0 18,786
</TABLE>
(1) The amounts for 1994 reflect 50 percent of the annual awards under the
Executive Incentive Compensation Plan; the remaining amounts, which were
mandatorily deferred into a Common Stock Equivalent Account, were previously
reported in the Long-Term Incentive Plan Table. Beginning in 1995, all
annual awards are reported in this column as there is no longer a mandatory
deferral.
(2) Consists of reimbursement for income tax obligations on Executive Indemnity
Program premium and on perquisites.
(3) These amounts represent cash payouts of the portion of the 1992 Executive
Incentive Compensation Plan annual award previously deferred into a Common
Stock Equivalent Account.
(4) For 1996, amount is comprised of (1) matching Company common stock
contributions under the tax qualified Savings Plan: Holland-$6,303;
Burg-$6,305; Alexander-$6,305; McWhorter-$6,302; Gill-$2,683; (2) the
current dollar value of the Company's portion of the premiums paid in 1996
for insurance policies under the Executive Supplemental Life Plan:
Holland-$15,649; Burg-$2,785; Alexander-$1,571; McWhorter-$3,240; Gill-$631;
(3) above market interest earned under the Executive Deferred Compensation
Plan: Holland-$50,355; Burg-$13,851; Alexander-$4,928; McWhorter-$22,607;
Gill-$19,972; and (4) a portion of the Executive Indemnity Program premium
reportable as income: Holland-$0; Burg-$2,224; Alexander-$1,419;
McWhorter-$6,914; Gill-$1,369.
9
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LONG-TERM INCENTIVE PLAN TABLE--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
1996 TARGET EQUIVALENT PERFORMANCE OR NON-STOCK PRICE BASED PLAN
LONG-TERM NUMBER OF OTHER PERIOD (NUMBER OF PERFORMANCE SHARES)
INCENTIVE PERFORMANCE UNTIL MATURATION ----------------------------------------------------
NAME OPPORTUNITY SHARES OR PAYOUT BELOW THRESHOLD THRESHOLD TARGET MAXIMUM
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
W. R. Holland-CEO $ 311,146 13,462 4 years 0 6,731 13,462 20,193
H. P. Burg $ 76,805 3,323 4 years 0 1,662 3,323 4,985
A. J. Alexander $ 65,547 2,836 4 years 0 1,418 2,836 4,254
R. J. McWhorter $ 71,075 3,075 4 years 0 1,538 3,075 4,613
J. A. Gill $ 43,475 1,881 4 years 0 940 1,881 2,821
</TABLE>
Each executive's 1996 target long-term incentive opportunity was converted
into performance shares equal to an equivalent number of shares of the Company's
common stock based on the average price of such stock during December 1995, and
will be held in a Common Stock Equivalent Account through 1999. At the end of
this four-year performance period, this Common Stock Equivalent Account will be
valued based on the average price of the Company's common stock during December
1999 and as if any dividends that would have been paid on such stock during the
performance period were reinvested on the date paid. This value may be increased
or decreased based upon the total return of the Company's common stock relative
to the Edison Electric Institute's Index of 100 Investor-owned Electric Utility
Companies (the "Index") during the period. If an executive retires, dies or
otherwise leaves the employment of the Company prior to the end of the four-year
period, the value will be further proportionally decreased based on the number
of months worked during the period. However, an executive must work at least
twelve months during the four-year period to be eligible for an award payout.
The final value of an executive's account, if any, will be paid to the executive
in cash early in the year 2000.
The final value of an executive's account may range from zero to 150 percent
of the target amount. The maximum amount in the above table is equal to 150
percent of the target 1996 long-term incentive opportunity and will be earned if
the Company's total shareholder return is in the top 15 percent compared to the
Index. An amount equal to 100 percent of the target 1996 long-term incentive
opportunity will be earned if the Company's total shareholder return is in the
38th percentile compared to the Index. The threshold amount is equal to 50
percent of the target 1996 long-term incentive opportunity and will be earned if
the Company's total shareholder return is in the 60th percentile compared to the
Index. Payouts for a total shareholder return ranking between the 15th
percentile and the 60th percentile will be interpolated. However, there will be
no long-term award payouts if the Company's total shareholder return compared to
the Index falls below the 60th percentile.
CERTAIN SEVERANCE PAY AGREEMENTS
In 1995, the Company entered into separate severance pay agreements with
each of Messrs. Holland, Burg, Alexander and Gill providing for the payment of
severance benefits in the event that the individual's employment with Ohio
Edison or its subsidiaries is terminated only under specified circumstances
within three years after a change in control of Ohio Edison (generally, defined
as the acquisition of 50 percent or more of the Company's outstanding common
stock or certain mergers or other business combinations). The agreements are
intended to ensure that the individuals are free from personal distractions in
order to put in place the best plan for shareholders when a change of control is
occurring or perceived as imminent. The principal severance benefits under each
agreement include payment of the following when the individual is terminated or
resigns for good reason (defined, generally, as a material change, following a
change of control, inconsistent with the individual's previous job duties or
compensation): (i) the individual's base salary and accrued benefits through the
date of termination, including a pro-rata portion of the annual and all deferred
long-term incentive awards earned; (ii) 2.99 times the sum of the individual's
base salary plus the average of his annual incentive compensation awards over
the past three years; (iii) Supplemental Executive Retirement Plan (SERP)
benefits as follows: if the individual is less than age 55 at termination, the
benefit is calculated as if he was age 55, offset by compensation earned from
10
<PAGE>
subsequent employers until age 55, at which time it will then be offset by
pension benefits and, at age 62, further offset by social security payments; if
the individual is between age 55 and 62 at termination, the benefit is
calculated in accordance with the SERP and will be offset by social security
payments beginning at age 62; if the individual is age 62 or more at
termination, the benefit is calculated in accordance with the SERP; (iv)
continuation of group health and life insurance as if the individual had retired
at the greater of his current age or age 55 and the greater of his current years
of service or actual years of service at age 55; and (v) payment of legal fees
and expenses as well as any excise taxes resulting from the agreement. The
severance pay agreements have initial three-year terms and are automatically
renewed each year for an additional year unless expressly discontinued by the
Board. After a change in control, if the individual resigns, he is prohibited
for two years from working for or with competing entities.
Under the Merger Agreement in regard to the proposed merger of Ohio Edison
and Centerior Energy Corporation, officers (excluding assistant officers and
officers over the age of 62) of Ohio Edison may, if an adequate position is not
available following the merger or their employment is terminated, elect to
obtain severance compensation equal to 2.99 times the executive's three-year
average annual salary and bonus, plus health care benefits for three years.
Furthermore, any officer of Ohio Edison who has entered into one of the
severance agreements described above may elect to cancel that severance
agreement and accept the same benefits offered to other terminated officers
under the Merger Agreement.
EXECUTIVE RETIREMENT PLAN
The Ohio Edison System Supplemental Executive Retirement Plan is limited to
eligible senior executives as approved by the Compensation Committee of the
Board of Directors. At normal retirement, eligible senior executives (which
include all of the officers listed above) who have five or more years of service
with the Company are provided a retirement benefit equal to the greater of 65
percent of their highest annual salary, or 55 percent of the average of their
highest three consecutive years of salary plus annual incentive awards paid
after January 1, 1996 and paid prior to retirement, reduced by the executive's
pensions under tax-qualified pension plans of the Company or other employers,
any supplementary pension under the Company's Executive Deferred Compensation
Plan, and social security benefits. Subject to exceptions that might be made in
specific cases, senior executives retiring prior to age 65, or with less than
five years of service, or both, may receive a similar but reduced benefit. This
Plan also provides for disability and surviving spouse benefits. As of the end
of 1996, the estimated annual retirement benefits of the executive officers
listed above at age 65 from such sources were: W. R. Holland-$335,828; H. P.
Burg-$160,458; A. J. Alexander-$151,146; R. J. McWhorter-$142,466; and J. A.
Gill-$131,386.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
committed to maintaining a compensation program that rewards executives based on
performance and is sufficient to attract and retain talented executives critical
to the long-term success of the Company. The Committee recognizes that the
Company operates in an increasingly competitive environment and is also
committed to maintaining an incentive compensation program that rewards
performance not only with respect to the achievement of annual objectives, but
also with respect to the long-term return of the Company's common stock as
compared to other companies in the electric utility industry.
In the performance of its work, the Committee regularly reviews compensation
data to position the target total pay opportunity for Company executives
(consisting of salary, annual incentive awards, and long-term incentive awards)
to the median reported by the Edison Electric Institute and other surveys for
executives at publicly-held utility companies with revenue levels comparable to
Ohio Edison Company. The Committee also has periodically used external,
independent compensation consultants to provide assistance in its work.
The base salary range for an executive is market-based and is related to an
evaluation of the responsibilities for the position. It is constructed around a
standard rate. An individual executive's actual salary is based upon the
standard rate for the position and an annual assessment of the executive's job
11
<PAGE>
performance. However, the maximum base salary of each named executive officer in
the Summary Executive Compensation Table (the "Table") is limited to the
standard rate of the executive's pay range. Any additional compensation is
provided by the Incentive Plan, described below. This further increases the
portion of the named executive's total pay opportunity that is at risk. The
Salary column in the Table lists the 1996 base salary of the named executive
officers, including salary deferred into the Company's Executive Deferred
Compensation Plan (the "Deferral Plan") and/or the Company's Savings Plan.
Under the Executive Incentive Compensation Plan (the "Incentive Plan"), a
target total incentive opportunity is established for an executive at the
beginning of each year which is then allocated into a target annual incentive
opportunity and a target long-term incentive opportunity. As the level of an
executive's responsibility increases in the Company, both the portion of the
executive's total pay opportunity that is put at risk and the portion that is
tied to the long-term return of the Company's common stock increases. For Mr.
Holland in 1996, 50 percent of his total pay opportunity was put at risk in the
form of incentive compensation. This amounted to a target total incentive
opportunity of $518,576 of which 40 percent or $207,430 was allocated into a
target annual incentive opportunity, and 60 percent or $311,146 was allocated
into a target long-term incentive opportunity.
At the beginning of each year, the Committee reviews and approves a list of
measurable corporate financial and strategic goals to be used to establish
annual objectives for executives participating in the Incentive Plan. Each
executive has a portion of the executive's annual incentive award based on the
achievement of certain specific corporate financial goals of direct benefit to
the shareholder. As an executive's responsibility in the Company increases, this
portion tied to these corporate financial goals increases. Additional objectives
established for any executive may be other financial or strategic goals from the
list that the executive directly affects or may be other specific objectives
that are expected to directly contribute to the achievement of all goals. An
executive's annual incentive award may range from $0 to 150 percent of the
executive's target annual incentive opportunity based on the level of
achievement of the objectives established. However, no annual incentive awards
will be paid unless a minimum threshold earnings per share is attained, common
stock dividends paid by the Company during the plan year are at least equal to
the previous year-end annualized rate and the rate freeze as contained in the
Company's Rate Reduction and Economic Development program remains in effect.
The Committee approved five 1996 corporate financial and strategic
objectives for Mr. Holland. These objectives related to the achievement of
confidential target levels regarding earnings per share, shareholder cash flow,
customer service satisfaction, revenue enhancements from new business, and
operating effectiveness. These objectives provided 40, 40, 10, 5 and 5 percent,
respectively, of Mr. Holland's target annual incentive opportunity. Based on the
level of 1996 achievement of each of these objectives, Mr. Holland received an
annual incentive award of $213,197. The annual incentive award paid to each of
the named executive officers in accordance with the Incentive Plan is listed in
the bonus column of the Table. The awards include amounts deferred into the
Deferral Plan.
To link a portion of each executive's total pay opportunity to the long-term
performance of the Company's common stock, each year an executive's target
long-term incentive opportunity is converted into equivalent performance shares
and held in a Common Stock Equivalent Account (the "Account") for four years.
Each executive's 1996 target long-term incentive opportunity will be held in a
1996 Account through 1999. This 1996 Account will be valued in early 2000 based
on the total return of the Company's common stock and the total return of the
stock compared to other investor-owned utilities during this four-year period.
The final value, if any, will be paid to the executive in cash. For a detailed
explanation of this long-term incentive program, see the footnote to the
Long-Term Incentive Plan Table. The target long-term incentive opportunity and
the corresponding number of equivalent performance shares allocated to each
named executive officer are also listed in the Long-Term Incentive Plan Table.
In accordance with the Incentive Plan in effect in 1992, each named
executive was required to defer 50 percent of his 1992 annual incentive award
into a 1992 Account for four years from 1993 through 1996. The terms and
conditions of this long-term deferral were reported in the Proxy Statement for
that year. In early 1997, each named executive's 1992 Account was valued based
on an annualized 6.74 percent total
12
<PAGE>
return for the Company's common stock during this period, a 3rd quintile total
return ranking relative to the Edison Electric Institute's Index of 100
Investor-Owned Electric Companies and a 2nd quintile ranking of the Company's
price change to residential customers relative to a peer group of twenty
electric utilities selected from this Index. The long-term incentive award paid
to each of the named executive officers in accordance with the prior Incentive
Plan is listed in the Long-Term Compensation Payouts column of the Table.
Lastly, the Company has not yet developed a policy with respect to
qualifying certain performance based compensation paid to its named executive
officers under the Plan for corporate deductibility under Section 162(m) of the
Internal Revenue Code. The total compensation paid to each of these officers
that was subject to 1996 federal income tax was significantly below the
$1,000,000 deductibility cap specified in Section 162(m). If and when it is
anticipated that such compensation paid to any of these named executive officers
will reach this limit the Company will establish such a policy.
Compensation Committee: Robert L. Loughhead, Chairman
Glenn H. Meadows
Paul J. Powers
Jesse T. Williams, Sr.
13
<PAGE>
SHAREHOLDER RETURN: PERFORMANCE COMPARISON GRAPHS
The following graphs illustrate the total annual return earned from an
investment in Ohio Edison common stock, compared with those earned in the Edison
Electric Institute's Index of 100 Investor-Owned Electric Utility Companies (the
"EEI 100 Index") and the Standard & Poor's 500 Index of widely held common
stocks (the "S&P 500 Index"). The top graph shows the total annual returns by
year. The second graph depicts the cumulative value of a $100 investment on
December 31, 1991. Total return represents stock price changes plus the
reinvestment of dividends in the stock.
GRAPH 1
TOTAL ANNUAL RETURNS
OHIO EDISON, EEI 100 INDEX AND S&P 500 INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
OHIO EDISON EEI 100 S&P 500
<S> <C> <C> <C>
1992 20.95 7.59 7.62
1993 4.59 11.14 10.08
1994 -11.92 -11.57 1.32
1995 35.86 31.02 37.60
1996 3.72 1.20 22.87
</TABLE>
GRAPH 2
TOTAL RETURN CUMULATIVE VALUES
OHIO EDISON, EEI 100 INDEX AND S&P 500 INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
OHIO EDISON EEI 100 S&P 500
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 120.95 107.59 107.62
1993 126.50 119.58 118.47
1994 111.42 105.74 120.03
1995 151.38 138.54 165.16
1996 157.01 140.20 202.94
</TABLE>
Printed on
Recycled Paper
14 [LOGO]
<PAGE>
[LETTERHEAD]
March 24, 1997
Dear Shareholder:
You are cordially invited to join us at this year's Annual Meeting of
Shareholders to be held at 10 a.m. on Thursday, April 24, at our General Office
in Akron, Ohio.
During the meeting, we will review the Company's performance in 1996,
including those efforts that are enabling us to reduce costs, improve operations
and enhance our financial position. We will also be discussing our plans for
the future as well as answering questions you may have concerning our operations
or business strategies.
The enclosed proxy material provides you with more information about the
business items that will be voted on at the meeting. In addition to the
election of the Board of Directors and the ratification of auditors, you will be
voting on a shareholder proposal that would restrict shareholders' rights. YOUR
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE SHAREHOLDER PROPOSAL.
Please take a few minutes now to review this material and then mark your
vote on the proxy card below. After you sign and date your proxy card, please
return it in the enclosed postage-paid envelope. Your participation and support
are important to us as we formulate our plans for the future.
If you plan on attending the Annual Meeting, please refer to the map on the
back of this letter for directions to the General Office. We hope you can join
us.
Sincerely,
/s/ Nancy C. Ashcom
TEAR HERE
Indicate your vote by an (X) in the appropriate boxes.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS NO. 1 & 2
ITEM NO. 1 Election of Directors:
FOR WITHHOLD
/ / / /
FOR all nominees listed below (except WITHHOLD authority to vote for
as printed to the contrary below) all nominees listed below
D.C. Blaslus, H.P. Burg, R.M. Carter, C.A. Cartwright, W.R. Holland, R.I.
Loughhead, R.W. Maier, G.H. Meadows, P.J. Powers, C.W. Rainger, G.M. Smart, J.T.
Williams, Sr.
INSTRUCTION: To withhold authority to vote for any individual nominee, print
the nominee's name on the following line.
- ----------------------------------------
ITEM NO. 2 Ratification of appointment of auditors.
FOR AGAINST ABSTAIN
/ / / / / /
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM NO. 3
ITEM NO. 3 Shareholder Proposal
FOR AGAINST ABSTAIN
/ / / / / /
X
- ----------------------------------------
X
- ----------------------------------------
Sign here as name(s) appear above. If signing for a corporation or partnership
or as agent, attorney or fiduciary, indicate the capacity in which you are
signing.
<PAGE>
[MAP]
OHIO EDISON
76 SOUTH MAIN ST.
AKRON, OHIO 44308-1890
GENERAL OFFICE LOCATION
(CORNER OF MAIN ST. AND MILL ST.)
Public parking is available in two
parking decks which have entrances from
W. Mill St. One of these parking decks is
attached to the Ohio Edison Building and
the other is directly across the street.
[LOGO] THIS PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS AT THE PRINCIPAL OFFICE OF THE
COMPANY, 76 SOUTH MAIN STREET, AKRON, OHIO, ON THURSDAY, APRIL
24, 1997, AT 10 A.M., EASTERN TIME.
The undersigned hereby appoints Nancy C. Ashcom and Theodore F. Struck, II
as Proxies with the power to appoint their substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of Ohio Edison Company which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders to be held on April 24,
1997, or any adjournment thereof, and in their discretion the Proxies are
authorized to vote upon such other business as may properly come before the
meeting.
Please sign and mail promptly THIS PROXY WILL BE VOTED AS INDICATED. IF
to assure your representation at NO DIRECTIONS ARE INDICATED, THE SHARES
the meeting. REPRESENTED BY THIS PROXY WILL BE VOTED
FOR ITEMS 1 AND 2, AND AGAINST ITEM 3.
CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE.
<PAGE>
<TABLE>
<S><C>
[LOGO]
OHIO EDISON SYSTEM SAVINGS PLAN
VOTING DIRECTION FORM
ANNUAL MEETING OF SHAREHOLDERS OF OHIO EDISON COMPANY
AT THE PRINCIPAL OFFICE OF THE COMPANY, 76 SOUTH MAIN STREET, AKRON, OHIO,
ON THURSDAY, APRIL 24, 1997, AT 10:00 A.M., EASTERN TIME
YOUR ALLOCATED SHARES:
TO: STATE STREET BANK & TRUST COMPANY, TRUSTEE
OF THE OHIO EDISON SYSTEM SAVINGS PLAN
As a participant in the Ohio Edison System Savings Plan, I hereby direct State Street Bank & Trust Company, Trustee, to vote,
in accordance with my directions below, the shares of Ohio Edison common stock which are allocated to my account and also my
proportionate number of shares which have been allocated to participants or for which no direction forms are received, at the 1997
Annual Meeting of Shareholders to be held on April 24, 1997, or any adjournment thereof, and in its discretion it is authorized to
vote upon such other business as may properly come before the meeting.
IF NO DIRECTIONS ARE INDICATED BELOW, THE SHARES REPRESENTED BY THIS SIGNED DIRECTION FORM ARE DIRECTED TO BE VOTED FOR ITEMS 1
AND 2, AND VOTED AGAINST ITEM 3.
ALLOCATED SHARES (Number indicated above.)
/X/ Indicate your direction by marking the appropriate boxes.
--------------------------------------------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS NO. 1 & 2.
--------------------------------------------------------------
Item No. 1. Election of Directors Item No. 2. Ratification of appointment of auditors.
FOR WITHHOLD FOR AGAINST ABSTAIN
FOR / / / / WITHHOLD / / / / / /
all nominees listed authority to vote
below (except as for all nominees -------------------------------------------------------------
printed to the listed below YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM NO. 3.
contrary below) -------------------------------------------------------------
D.C. Blasius, H.P. Burg, R.M. Carter, C.A. Cartwright, Item No. 3. Shareholder Proposal.
W.R. Holland, R.L. Loughhead, R.W. Maier, G.H. Meadows, FOR AGAINST ABSTAIN
P.J. Powers, C.W. Rainger, G.M. Smart, J.T. Williams, Sr.
INSTRUCTION: To withhold authority to vote for any / / / / / /
individual nominee, print that nominee's name on the
following line.
- -----------------------------------------------------------------------------------------
UNALLOCATED SHARES (Proportion to be determined.)
--------------------------------------------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS NO. 1 & 2.
--------------------------------------------------------------
Item No. 1. Election of Directors Item No. 2. Ratification of appointment of auditors.
FOR WITHHOLD FOR AGAINST ABSTAIN
FOR / / / / WITHHOLD / / / / / /
all nominees listed authority to vote
below (except as for all nominees -------------------------------------------------------------
printed to the listed below YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM NO. 3.
contrary below) -------------------------------------------------------------
D.C. Blasius, H.P. Burg, R.M. Carter, C.A. Cartwright, Item No. 3. Shareholder Proposal.
W.R. Holland, R.L. Loughhead, R.W. Maier, G.H. Meadows, FOR AGAINST ABSTAIN
P.J. Powers, C.W. Rainger, G.M. Smart, J.T. Williams, Sr.
INSTRUCTION: To withhold authority to vote for any / / / / / /
individual nominee, print that nominee's name on the
following line.
- -----------------------------------------------------------------------------------------
------------------------------------------------- Date , 1997
SIGNATURE. SIGN AS NAME APPEARS ABOVE. ---------------
</TABLE>
<PAGE>
[LETTERHEAD]
March 24, 1997
Dear Savings Plan Participant:
As a participant in the Company's System Savings Plan, you are
entitled to vote on business items that will be presented at our Annual Meeting
of Shareholders on Thursday, April 24.
One of the three business items we will be voting on concerns a
shareholder's proposal that would restrict the rights of all shareholders. YOUR
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL, WHICH IS ITEM
NO. 3 ON YOUR VOTING DIRECTION FORM. This proposal, which is contrary to our
interests as shareholders, has been soundly defeated the last three years.
Turning to the other items of business, YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR ITEM NO.1, THE ELECTION OF DIRECTORS, AND FOR ITEM
NO. 2, THE RATIFICATION OF THE APPOINTMENT OF AUDITORS.
Please review the enclosed proxy material and complete, sign and
return the voting direction form in the envelope provided. If you have any
questions, please call Investor Services at 1-800-736-3402.
Your vote on these business items is very important to us. Thank you
for your continued support.
Sincerely,
/s/ Nancy C. Ashcom
