<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 Section 240.14a-11(c) or Section 240.14a-12
ONEIDA LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ONEIDA LTD.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
ONEIDA
ONEIDA LTD., ONEIDA, NY 13421
WILLIAM D. MATTHEWS
Chairman of the Board
Chief Executive Officer
April 28, 1995
To Our Stockholders:
You are cordially invited to attend Oneida Ltd.'s 114th Annual Meeting on May
31, 1995.
Details regarding time and place as well as the matters which will be
considered at the meeting are described in the accompanying Notice and Proxy
Statement.
We hope that you can attend. However, whether or not you plan to attend,
please sign and date the enclosed proxy card and return it promptly in the
postpaid envelope we have provided. This will enable you to vote on the
business to be transacted, whether or not you attend the meeting.
Sincerely,
/s/ William D. Matthews
<PAGE>
ONEIDA LTD.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 31, 1995
----------------
Notice is Hereby Given that the Annual Meeting of Stockholders of ONEIDA LTD.
will be held in the Big Hall of the Mansion House at Kenwood in the City of
Oneida, New York, on May 31, 1995 at 2 p.m. for the following purposes:
(a) to elect three directors for a three-year term and until their
respective successors shall be elected and qualify;
(b) to consider and vote upon a proposal to approve the appointment of
Coopers & Lybrand as independent auditors for the fiscal year ending
January 27, 1996;
(c) to consider and vote upon an amendment to the Oneida Ltd. Employee
Stock Purchase Plan to authorize an additional five hundred thousand
(500,000) shares of Common Stock for sale under the Plan; and
(d) to transact such other business as may properly come before the meeting
or any adjournment of it.
Only holders of Common Stock of record at the close of business on April 17,
1995 are entitled to notice of or to vote at the meeting.
By Order of the Board of Directors
/s/ Catherine H. Suttmeier
CATHERINE H. SUTTMEIER
Secretary
Oneida, New York
April 28, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE SO YOUR STOCK
CAN BE VOTED IN ACCORDANCE WITH THE TERMS OF THE PROXY STATEMENT.
<PAGE>
ONEIDA LTD.
ONEIDA, NEW YORK 13421
----------------
PROXY STATEMENT
The solicitation of the enclosed proxy is made by the Board of Directors of
Oneida Ltd. (the "Corporation"), which will bear the cost of the solicitation.
Regular employees of the Corporation may solicit proxies personally or by
telephone, the expense of which, including out-of-pocket expenses and charges
which may be incurred or made by nominees or custodians solicited in obtaining
authorization from their principals to execute proxies, will be borne by the
Corporation. The Corporation has retained Corporate Investor Communications,
Inc. to assist in the solicitation of proxies from banks, brokers and nominees
for an estimated fee of $6,000.
Proxies and proxy soliciting material were first mailed to stockholders on or
about April 28, 1995.
Only holders of Common Stock of the Corporation of record as of the close of
business April 17, 1995 are entitled to vote at the Annual Meeting. As of that
date, there were outstanding 10,920,206 shares of Common Stock, each share of
which is entitled to one vote. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares entitled to vote is necessary
for a quorum at the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists the only stockholders known to the Corporation to
be beneficial owners of more than five percent of the Corporation's Common
Stock as of December 31, 1994.
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL NUMBER OF
NAME AND ADDRESS NUMBER OF OUTSTANDING
OF BENEFICIAL OWNERS SHARES OWNED SHARES
-------------------- ------------ ---------------
<S> <C> <C>
Chase Manhattan Bank, N.A......................... 1,645,740 15.1%
Trustee for the Benefit of the Oneida Ltd.
Employee Stock Ownership Plan
P.O. Box 1412
Rochester, NY 14603(1)
National Rural Electric Cooperative Association... 728,360 6.7%
Retirement and Security Program
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036(2)
</TABLE>
- --------
(1) On June 8, 1987, the Corporation established an Employee Stock Ownership
Plan for the benefit of its Oneida Ltd. employees. The individual employee
participants have sole voting power for the shares. The Corporation is the
named fiduciary and administrator of the plan, and a committee appointed by
the Board of Directors has sole dispositive power with regard to the
shares, except that the individual employee participants have dispositive
powers with regard to the shares in the event of a tender offer or any
other offer or option to buy or exchange a significant number of shares in
the trust. Chase Manhattan Bank, N.A., as trustee for the plan, has no
discretionary power over the shares.
(2) The Corporation has received copies of a Schedule 13G filed with the
Securities and Exchange Commission by the National Rural Electric
Cooperative Association Retirement and Security Program reporting
beneficial ownership. This stockholder is described in the Schedule as an
"Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974, or Endowment Fund."
ACTION TO BE TAKEN UNDER THE PROXY
Unless the giver of the proxy directs otherwise, the shares represented by
the accompanying proxy will be voted (a) for the election of three directors
for a three-year term; (b) for the proposal to approve the appointment of
Coopers & Lybrand as independent auditors; and (c) for the amendment to the
Oneida Ltd.
<PAGE>
Employee Stock Purchase Plan to authorize an additional five hundred thousand
(500,000) shares of Common Stock for sale under the Plan. In each case where
the giver of a proxy has directed that the proxy be voted otherwise, it will be
voted according to the direction given. As to any other business which properly
comes before the meeting or any adjournment of it, the persons acting under the
proxy intend to vote according to their judgment; but Management is not aware
of any such other matters of business.
REVOCATION OF PROXY
Anyone who gives a proxy may still vote in person. The giver may revoke the
proxy at any time before it has been exercised. In this event, written notice
of revocation should be filed with the Secretary of the Corporation.
SIGNATURES ON PROXIES IN CERTAIN CASES
If stock is registered in the name of two or more trustees or other persons,
the proxy should be signed by each of them. If stock is registered in the name
of a decedent, the proxy should be signed by an executor or administrator,
whose title should follow the signature. If a stockholder is a corporation, the
enclosed proxy should be signed by an executive officer, whose title should be
indicated.
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
The Corporation's Board of Directors is divided into two classes of four
directors and one class of three directors, each serving staggered three-year
terms. At the 1995 Annual Meeting, the stockholders are being asked to elect
three directors for a three-year term expiring at the 1998 Annual Meeting. An
affirmative vote of the majority of shareholders present in person or by proxy
is necessary for the election of these directors.
The three nominees are members of the present Board of Directors and were
elected to three-year terms in 1992.
Each nominee has consented to being named in this Proxy Statement and to
serve if elected. The Management has no reason to believe that any of the
nominees will be unable or unwilling to serve. Should any nominee named in the
table become unable or unwilling to accept nomination or election as a
director, the persons acting under the proxy intend to vote for the election in
his stead of such other person as the Management may recommend.
In addition to information regarding the nominees and directors, the
following table and footnotes show the amount and percent of equity securities
of the Corporation beneficially owned, directly or indirectly, by each nominee,
director or named executive officer and all directors and officers as a group.
These individuals have sole voting and investment power with respect to such
securities except as set forth in the footnotes to the table.
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATION AND SHARES OF
SELECTED OTHER INFORMATION COMMON STOCK
CONCERNING NOMINEES AND DIRECTORS BENEFICIALLY OWNED
AND CERTAIN OFFICERS MARCH 11, 1995
- --------------------------------- ------------------
NOMINEES FOR A THREE-YEAR TERM EXPIRING MAY 27, 1998
<S> <C> <C>
WILLIAM F. ALLYN (a) (b)...... President, Welch Allyn, Inc. 550
Director since 1989, Age 59
</TABLE>
Mr. Allyn has held the above position for more than the past five years. Mr.
Allyn is a director of Niagara Mohawk Power Corporation and ONBANC Corp., Inc.,
parent of OnBank.
2
<PAGE>
NAME, PRINCIPAL OCCUPATION AND SHARES OF
SELECTED OTHER INFORMATION COMMON STOCK
CONCERNING NOMINEES AND DIRECTORS BENEFICIALLY OWNED
AND CERTAIN OFFICERS MARCH 11, 1995
- --------------------------------- ------------------
DAVID E. HARDEN (b) (c)....... Chairman of the Board, 36,655
Director since 1977, Age 67 Harden Furniture Co., Inc.
Mr. Harden has held the above position for more than the past five years. Mr.
Harden is a director of Utica Mutual Insurance Co.
WALTER A. STEWART (c)......... Senior Vice President, 38,140(1)
Director since 1978, Age 62 Manufacturing and
Engineering, Oneida
Silversmiths Division
Mr. Stewart has held the above position for more than the past five years.
DIRECTORS CONTINUING IN OFFICE WHOSE TERM EXPIRES MAY 29, 1996
ROBERT F. ALLEN (a) (b)....... Former Chairman of the Board 302
Director since 1987, Age 71 and Chief Executive Officer,
Carrier Corporation
Mr. Allen retired from Carrier on February 1, 1987. He had been employed by
Carrier in various engineering and management positions since 1945.
EDWARD W. DUFFY (a) (b)....... Former Chairman of the Board 1,815
Director since 1984, Age 68 and Chief Executive Officer,
Marine Midland Banks, Inc.
Mr. Duffy has been retired since 1983. He is a director of the following
companies: W.R. Grace Co., Niagara Mohawk Power Corporation, Utica Mutual
Insurance Co., and Columbus McKinnon Corp. (2)
GLENN B. KELSEY (c)........... President, Oneida 41,701(1)
Director since 1989, Age 43 Foodservice and
International Divisions
Mr. Kelsey has served as President of Oneida Foodservice for more than the past
five years. In May, 1991, he was given the additional responsibility of
President, Oneida International Division.
RAYMOND T. SCHULER (a) (b).... Former Vice Chairman, 2,638
Director since 1988, Age 65 President and Chief
Executive Officer, The
Business Council of
New York State, Inc.
Mr. Schuler served as the founding President and the Chief Executive Officer of
the Business Council of New York State since its inception in 1980 and prior to
that was the President and Chief Executive Officer of Associated Industries of
New York State. He also served under Governors Rockefeller, Wilson and Carey as
the Commissioner of the New York State Department of Transportation. Mr. Schuler
is a director of Consolidated Rail Corporation, and Northeast Savings Bank, F.A.
DIRECTORS CONTINUING IN OFFICE WHOSE TERM EXPIRES MAY 28, 1997
GEORGIA S. DERRICO (a) (b).... Chairman of the Board, 8,099
Director since 1982, Age 50 President and Chief
Executive Officer Southern
Financial Federal Savings
Bank
Ms. Derrico has held the above position for more than the past five years.
GARY L. MOREAU (c)............ President and Chief 49,219(1)
Director since 1989, Age 40 Operating Officer
Mr. Moreau was elected to the above position in 1991. He previously served as
President and Chief Operating Officer of the Oneida Silversmiths Division. He is
a director of Fay's Incorporated.
3
<PAGE>
NAME, PRINCIPAL OCCUPATION AND SHARES OF
SELECTED OTHER INFORMATION COMMON STOCK
CONCERNING NOMINEES AND DIRECTORS BENEFICIALLY OWNED
AND CERTAIN OFFICERS MARCH 11, 1995
- --------------------------------- ------------------
WILLIAM D. MATTHEWS (b) (c)... Chairman of the Board 91,641(1)
Director since 1973, Age 60
Mr. Matthews has held the above position for more than the past five years. (3)
R. QUINTUS ANDERSON (a) (b)... Chairman of the Board 21,427
Director since 1994, Age 64 The Aarque Companies
Mr. Anderson has held the above position for more than the past five years.
- --------
TERRY M. FRENCH............... President, Camden Wire 38,993(1)
Co., Inc. (4)
Nominees for director and directors and officers as a group.... 352,031(1)
Individually none of the above individuals owns more than 1% of the
Corporation's Common Stock. The nominees for director and directors and
officers as a group own 3.2%.
- --------
(a) Member of Audit Committee; (b) Member of Management Development and
Executive Compensation Committee (Mr. Matthews is a non-voting ex officio
member); (c) Member of Executive Committee.
(1) Includes shares which as of March 11, 1995 could be acquired within 60 days
upon the exercise of options in the following amounts: W. Matthews--17,770
shares, G. Moreau--31,660, T. French--28,120, G. Kelsey--29,460, W.
Stewart--7,200.
(2) Buffalo China, Inc. has Industrial Revenue Authority Bonds in the total
principal amount of $1.5 million with Marine Midland Bank, N.A. The
Corporation has a $10 million line of credit for short-term borrowing with
Marine Midland Bank, N.A.
(3) Mr. Matthews also owns 390 shares of Oneida Ltd. 6% Preferred Stock.
(4) Named executive officer, neither a director nor a nominee.
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
During the past fiscal year, the Board of Directors held eight meetings. All
directors, except R. Quintus Anderson who was elected a Director in May,
attended more than seventy-five percent of the total number of meetings of the
Board of Directors and of the standing committees on which they served. Certain
members designated in the Election of Directors section attended the following
standing committee meetings:
Audit Committee. During the past fiscal year, the Committee met three times.
None of the members of the Committee is an officer or an employee of the
Corporation. The Committee reviews and makes recommendations to the Board of
Directors with respect to the independent accountants' management letter and
reviews the accounting systems and controls of the Corporation on a continuing
basis.
Management Development and Executive Compensation Committee. During the past
fiscal year, the Committee met on two occasions. None of the members of the
Committee is an officer or an employee of the Corporation except Mr. Matthews
who is a non-voting ex officio member of the Committee. The Committee reviews
and establishes the salaries of the officers who are compensated at an annual
basic rate of $100,000 or more. The Committee also makes recommendations to the
Board of Directors with respect to the organization, management and personnel
of the Corporation and has responsibility for administering the Corporation's
stock option plans, restricted stock awards and incentive compensation plans.
The Corporation does not have a standing Nominating Committee.
DIRECTORS' COMPENSATION
Directors who are not employees of the Corporation receive $14,000 on an
annual basis for serving as directors of the Corporation. They also receive
$1,250 per Board meeting, $750 each for the first two Committee Meetings held
on the day of regular Board Meetings, $400 for the third Committee meeting held
on the day of regular Meetings and $750 for Special Committee Meetings not held
on the day of regular Board Meetings. Committee Chairpersons receive an
additional $50 per Committee Meeting.
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows for the past three fiscal years the cash
compensation paid by the Corporation and its subsidiaries, as well as certain
other compensation paid or accrued, to the Corporation's Chief Executive
Officer and each of the Corporation's four other most highly compensated
officers.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------------- ---------- ------------------
RESTRICTED
NAME AND PRINCIPAL CASH STOCK OTHER ANNUAL STOCK OPTIONS LTIP ALL OTHER
POSITION YEAR SALARY INCENTIVE INCENTIVE/1/ COMPENSATION AWARDS/2/ # PAYOUTS/3/ COMPENSATION/4/
------------------ ---- -------- --------- ------------ ------------ ---------- ------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
William D. Matthews 1994 $253,256 $124,880 $ 0 0 $30,707 10,000 $0 $ 7,922
Chairman & CEO 1993 236,469 72,650 32,298 0 24,217 10,000 0 11,742
1992 235,000 51,610 0 0 17,203 0 0 11,615
Gary L. Moreau 1994 215,538 119,850 0 0 30,707 10,000 0 6,524
Pres. & COO 1993 201,250 72,650 27,482 0 24,217 10,000 0 9,729
1992 200,000 51,610 0 0 17,203 0 0 9,618
Terry M. French 1994 168,417 38,277 0 0 0 6,000 0 3,854
President, 1993 160,667 23,598 0 0 0 5,000 0 2,975
Camden Wire Co., Inc. 1992 160,000 18,075 0 0 0 0 0 2,702
Glenn B. Kelsey 1994 145,833 56,127 0 0 0 7,000 0 5,892
Pres., Oneida Food- 1993 133,083 53,253 0 0 0 6,000 0 6,600
Service, and Int'l. 1992 132,000 44,115 0 0 0 0 0 6,559
Division
Walter A. Stewart 1994 141,058 45,394 0 0 0 5,000 0 11,084
Sr. VP Manufacturing, 1993 134,558 40,727 0 0 0 5,000 0 13,078
Oneida Silversmiths 1992 134,000 44,486 0 0 0 0 0 14,223
Division
</TABLE>
- --------
(1) Messrs. Matthews and Moreau were awarded 2,307 shares and 1,963 shares
respectively for 1993 pursuant to the incentive plan based on three-year
performance of the Corporation's Common Stock, as described below on page
9; shares are valued at the market price on the date of allocation.
(2) Messrs. Matthews and Moreau each were awarded 2,174 shares of Common Stock
for 1994 and 1,900 shares for 1993, and 1,323 shares for 1992, based on the
Corporation's performance, pursuant to the incentive plan for the chief
executive and chief operating officers, which is described below at pages
9-10.
(3) LTIP: Long-term Incentive Payments.
(4) This category includes (i) allocations of shares to the Employee Stock
Ownership Plan as follows: for 1994, W. Matthews--552, G. Moreau--453, G.
Kelsey--415, W. Stewart--795; for 1993, W. Matthews--909, G. Moreau--746,
G. Kelsey--508, and W. Stewart--999; for 1992, W. Matthews--906, G.
Moreau--745, G. Kelsey--502, and W. Stewart--1,103; shares are valued at
the market price on the dates of allocations; (ii) contributions to the
Camden Wire Co., Inc. Employees' Savings and Profit Sharing Income Plan on
behalf of Mr. French; and (iii) the Corporation's matching contribution to
the executives' 401(k) savings plans: in 1994 and 1992, the Corporation's
contribution was $125 for Messrs. Matthews, Moreau, Kelsey and Stewart, and
in 1994, Mr. French received a matching contribution of $200.
5
<PAGE>
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Corporation's 1987 Stock Option Plan to the five most highly
compensated executive officers as of the end of the past fiscal year.
<TABLE>
<CAPTION>
OPTION GRANTS IN PAST FISCAL YEAR
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
------------------------------------------- ----------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------- ------------ ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
William D. Matthews..... 10,000 6.6 13.63 2004 $85,700 $217,200
Gary L. Moreau.......... 10,000 6.6 13.63 2004 85,700 217,200
Terry M. French......... 6,000 3.9 13.63 2004 51,400 130,200
Glenn B. Kelsey......... 7,000 4.6 13.63 2004 60,000 152,100
Walter A. Stewart....... 5,000 3.3 13.63 2004 42,900 108,600
</TABLE>
- --------
NOTE: The 1987 Stock Option Plan provides for grants of common stock options
to executive officers and key employees of the Corporation and its
subsidiaries. The exercise price for shares granted is the market value of the
shares on the date of the grant. The exercise price may be paid by cash or
check; from time to time payment has been allowed in other forms, including by
exchange of common stock of the Corporation previously held by the executive.
The vesting schedule as well as the term during which an option may be
exercised are established at the time of the grant.
The following table sets forth information with respect to the named
executives concerning the exercise of options during the past fiscal year and
unexercised options held at the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN PAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)
------------- ---------------
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ------------- ---------------
<S> <C> <C> <C> <C>
W. Matthews........ 35,707 $124,755 17,770/19,865 $102,803/98,200
G. Moreau.......... 4,025 23,158 31,660/21,200 73,150/103,600
T. French.......... 7,200 40,194 28,120/7,440 54,120/54,480
G. Kelsey.......... 8,319 39,964 29,460/15,400 56,850/65,400
W. Stewart......... 29,810 85,997 7,200/8,600 32,975/50,900
</TABLE>
PENSION PLAN TABLE
The following table shows estimated annual retirement benefits payable at age
65 under the Corporation's qualified defined benefit plan.
<TABLE>
<CAPTION>
FINAL AVERAGE
ANNUAL EARNINGS 10 YEARS 20 YEARS 30 YEARS 40 YEARS
--------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$100,000............................... $ 8,984 $17,968 $ 26,953 $ 35,937
120,000............................... 10,885 21,770 32,655 43,540
150,000............................... 13,735 27,470 41,205 54,940
200,000............................... 18,484 36,969 55,454 73,939
300,000............................... 27,985 55,970 83,955 111,940
400,000............................... 37,484 74,968 112,453 149,937
</TABLE>
6
<PAGE>
Compensation covered by the plan includes salary and cash incentives reported
in the Summary Compensation Table. The normal retirement benefit at age 65 is
based on years of service and the average monthly earnings during the three
highest paid consecutive calendar years of the ten years of employment
preceding retirement. Years of service for the purpose of determining benefits
for the named executives are W. Matthews--25 years, G. Moreau--17 years, W.
Stewart--44 years, G. Kelsey--14 years.
These named executives also participate in the Oneida Ltd. Employee Stock
Ownership Plan, a defined contribution plan. Allocations for the past fiscal
year are reported in the Summary Compensation Table.
Benefits payable under the defined benefit plan are offset by Social Security
and benefits from the ESOP. Benefits are limited to the extent required by
provisions of the Internal Revenue Code and the Employee Retirement Income
Security Act of 1974.
Mr. French's retirement benefits are provided by Camden Wire Co., Inc.'s
Employees' Savings and Profit Sharing Income Plan. Camden Wire contributions on
his behalf are reported in the Summary Compensation Table.
In addition to the retirement benefits described above, the Corporation
maintains a Supplemental Retirement Plan for senior officers. To date, Messrs.
Matthews and Stewart have been designated to participate. The Supplemental Plan
guarantees an annual retirement allowance upon retirement at age 65 equalling
50% of the participant's average annual final compensation (as defined), with
declining percentages down to 40% at age 55. These benefits are offset by the
participating officer's other retirement benefits.
CHANGE IN CONTROL AGREEMENTS
The Corporation has entered into agreements with Messrs. Matthews and Stewart
dated October 1, 1982 which will become effective for a limited period if there
is a change in Control of the Corporation (as defined below). In such event,
certain additional benefits are payable (see below) if the officer is
terminated after a Change in Control (i) by the Corporation or its successor,
other than for cause or retirement, or (ii) by the officer if he determines
that he has suffered a material diminution in his position or that he is unable
to carry out the responsibilities of the position he held immediately prior to
the Change in Control.
The agreements, in general, provide that in the event of a Change in Control,
the officer will be entitled to continuation of salary, bonus or incentive
compensation and participation in benefit plans at the same rate which applied
to him in the fiscal year in which the Change in Control occurred. In the event
the officer is terminated, for certain reasons described above, following a
Change in Control, he will receive monthly payments equal to the highest
monthly rate of base salary paid to him during his term of employment with the
Corporation plus any applicable bonus or incentive compensation due him as
determined using the same basis and formula as in the fiscal year prior to a
Change in Control in which a bonus was paid. In addition to these payments, the
officer shall be entitled to participate and be included in any pension or
retirement plan, stock option plan, employee welfare benefit plan or executive
benefit plan in existence on the date of the Change in Control. The agreements
will terminate five years after the date of any Change in Control.
The agreements define a Change in Control as a change in control of a nature
that would be required to be reported or disclosed by the Corporation in
response to the requirements of the rules and regulations of the Securities and
Exchange Commission as in effect on September 1, 1982; provided that such a
Change in Control will have occurred if and when (i) any person becomes a
beneficial owner, directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation's then
outstanding securities, or (ii) there is a change in the composition of the
Board of Directors during any consecutive twenty-four month period beginning
after September 1, 1982, such that the directors for whom the officer shall
have voted cease to constitute a majority of the Board.
The Corporation has also entered into agreement with Messrs. French, Kelsey
and Moreau and two other executive officers dated July 26, 1989. The
agreements, in general, provide that in the event the officer's employment is
terminated as a result of a Change in Control, the officer will be entitled to
a severance payment equal to 2.99 times his average annual compensation (as
defined), health insurance for three years following termination and a
supplemental pension benefit.
7
<PAGE>
These agreements define a "Change in Control" as an event where (A) any
"person," such as term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than the Corporation, any trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, or any company owned,
directly or indirectly, by the stockholders of the Corporation in substantially
the same proportions as their ownership of stock of the Corporation), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing 20%
or more of the combined voting power of the Corporation's then outstanding
securities; (B) during any period of two consecutive years (not including any
period prior to the Effective Date), individuals who at the beginning of such
period constitute the Board of Directors, and any new director (other than a
director designated by a person who has entered into an agreement with the
Corporation to effect a transaction described in clause (A), (C) or (D) of this
Section) whose election by the Board of Directors or nomination for election by
the Corporation's stockholders was approved by a vote of at least two-thirds (
2/3) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof; (C) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other company, other than (1) a
merger or consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than 50% of the combined voting power of the
voting securities of the Corporation or such surviving entity outstanding
immediately after such merger or consolidation or (2) a merger or consolidation
effected to implement a recapitalization of the Corporation (or similar
transaction) in which no "person" (as hereinabove defined) acquires more than
20% of the combined voting power of the Corporation's then outstanding
securities; or (D) the stockholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's
assets.
In 1989 the Board of Directors also approved an Employee Security Plan which
provides severance benefits for all eligible employees of the Corporation who
lose their jobs in the event of a Change in Control. Employees are eligible for
these benefits if they have one year or more of service. Executive officers who
are parties to the agreements described above are not eligible for the Employee
Security Plan benefits.
BOARD COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Corporation's executives generally are made
by the Management Development and Executive Compensation Committee of the Board
of Directors ("Compensation Committee"). This committee consists of the seven
non-employee directors of the corporation. Mr. Matthews, as Chairman of the
Board and Chief Executive Officer, sits on the committee as well, but as a non-
voting, ex officio member.
This Compensation Committee report provides the policies and philosophy
underlying decisions regarding executive compensation for 1994 and how they
affected Mr. Matthews, in particular, and in general Messrs. Moreau, Stewart,
Kelsey and French--the four executive officers other than Mr. Matthews who for
1994 were the Corporation's most highly paid executives.
ONEIDA'S EXECUTIVE COMPENSATION POLICIES
Oneida's executive compensation programs are designed to retain and reward
executives who are capable of leading the Corporation in achieving its business
objectives in an industrial and market environment characterized by growth,
complexity, competition and change.
Increasingly, compensation is provided in the form of cash or stock-based
incentive plans intended to integrate pay with the Corporation's annual and
long-term performance goals, recognizing both individual initiative and
achievements as well as contributions toward overall divisional and corporate
performance.
8
<PAGE>
Executive officers other than the named senior executives are eligible for
selection as participants in the corporation's executive incentive plans.
Moreover, all employees of the Corporation's Oneida Silversmiths Division and
Camden Wire Co., Inc. subsidiary participate in an annual profit sharing plan
based on the performance of their business unit. However, these employees
typically receive a larger percentage of their compensation in salary than do
senior executives.
As a result of the emphasis on tying executive compensation to business
performance, compensation may fluctuate from year to year. Historically, in
successful years, a substantial portion of senior executives' total
compensation was earned through incentives. In less profitable years, no
incentive compensation is paid.
Annual compensation for Oneida's senior management consists of three
elements:
1.Salary -- In general, salaries are influenced by compensation paid
executives of corporations with similar revenues and scopes of operation.
Within that framework, individual salaries reflect personal contribution
and performance as well as experience and years of service. In evaluating
an executive's personal contribution and performance, the Corporation
considers the individual's contribution to the overall performance of the
Corporation or division; effectiveness in budget management; performance in
assigned special projects; and managerial ability.
2.Annual Cash Incentive -- These annual incentive payments are tied
directly to corporate or business unit performance:
a.Corporate -- For senior executives with corporate responsibilities,
their incentive measurements for 1994 were Return on Equity and Income
before Taxes. These two factors reflect the Corporation's relative
emphasis on return and growth;
b.Other -- For senior executives whose responsibilities are limited
to a division or subsidiary, incentives are based on their business
unit's operating income and cash flow.
3.Stock Awards and Options -- The Corporation believes its senior
executives should have a greater equity interest in the Corporation as a
way of aligning their interests with those of shareholders. Long-term
incentive programs have been designed with this interest in mind:
a.Stock option grants -- These provide an incentive that focuses
executives' attention on managing the Corporation from the perspective
of an owner with an equity stake in the business. Because the option
price is the fair market value of a share at the time of the grant,
stock options are tied to the future performance of stock and will
provide value to the recipient only when the price of stock rises above
the option grant price;
b.Restricted stock awards -- The Corporation's plan is intended to
promote the growth and profitability of the Corporation by providing
long-term equity rewards to key employees who are expected to have a
significant impact on the performance of the Corporation. These awards
provide a long-term focus since, in general, the stock is restricted
from being sold, transferred or assigned and is forfeitable until it
vests.
THE CHIEF EXECUTIVE'S 1994 COMPENSATION
SEC regulations require the Compensation Committee to discuss its bases for
decisions affecting Mr. Matthews' 1994 compensation in relation to the
Corporation's performance during the past fiscal year.
The Compensation Committee's general approach in setting Mr. Matthews'
annual compensation seeks to reflect compensation levels of other companies
with similar revenues and scopes of operation, but to provide a large
percentage of his target compensation based on objective long-term performance
criteria. This provides an incentive to work toward clearly defined long-term
goals while providing stability by giving Mr. Matthews some certainty in the
level of his compensation through the non-performance based elements.
Historically, Mr. Matthews' compensation has been well below the average
levels of comparable companies. During the 1992 and 1993 fiscal years, the
Compensation Committee took steps to bring the chief executive's salary, as
well as that of the chief operating officer, more in line with their peers in
other companies
9
<PAGE>
through the adoption of two performance-based incentive programs--one based on
the long-term performance of the Corporation's stock and the other based on
corporate performance during the previous year.
In the stock performance-based plan, payouts are determined by the average
annual growth in earnings per share of the Corporation's Common Stock over the
prior three-year period. In years when the performance goals are met, the CEO
and COO may elect to receive their award in cash or stock or a combination of
both. A stock selection is encouraged by setting the election price at 80
percent of the average Common Stock prices on the last day of each of the
preceding four fiscal quarters.
Mr. Matthews' 1994 incentive under this plan was based on achieving 87
percent of the plan's performance goals.
The remainder of Mr. Matthews' performance-based compensation for 1994
derived from the plan for the chief executive officer and the chief operating
officer which provides for annual cash incentives as well as restricted stock
awards based on corporate performance during the preceding fiscal year. The
features of this plan are:
1.Payouts are based on a formula of 50 percent Return on Equity and 50
percent Income before Taxes, reflecting the Corporation's present relative
emphasis on return and growth;
2.The plan incorporates base or platform performance objectives which
must be met before any payments are made. These performance objectives are
set for a two-year period. They are based on goals for good performance,
rather than levels which happen to be attainable in a given year;
3.In years when performance goals are met, in addition to their cash
incentive, the CEO and COO will be considered for restricted stock awards.
The value of the stock award will be one-third of the profit sharing
payout, with the number of shares determined by market price.
Mr. Matthews' cash and stock incentives under this plan were based on
achieving 91 percent of the plan's target amount.
In 1994, the chief executive's salary reflects a 7 percent increase in
comparison with the preceding year. His 1993 salary represented an increase of
less than 1 percent from 1992. The chief executive's overall compensation for
1994, however, reflects the awards provided in his performance-based
incentives. As such, it is directly related to the Corporation's performance
during the past fiscal year in which the Corporation posted a 23 percent gain
in per share earnings, as well as the longer term appreciation of the
Corporation's stock.
Mr. Matthews, with other Corporation executives, participates in the stock
option program discussed above. An option to purchase 10,000 shares was
awarded to him in 1994.
During the past fiscal year, Mr. Matthews exercised stock options granted
him in 1984, 1985, 1987, 1990, and 1991. The options had an exercise price
equal to the market price of the Corporation's stock on the date the options
were granted and vested on the basis of Mr. Matthews' continued employment
with the Corporation. Thus, the amount realized by Mr. Matthews upon exercise
of the options resulted directly from appreciation in the Corporation's stock
price during the period.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
David E. Harden, Chairman
Robert F. Allen
William F. Allyn
R. Quintus Anderson
Georgia S. Derrico
Edward W. Duffy
Raymond T. Schuler
William D. Matthews, ex officio
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Matthews, the Corporation's chief executive officer, sits on the
Compensation Committee as a non-voting, ex officio member. He does not
participate in discussions of matters which directly affect his compensation.
1991-1995 STOCKHOLDERS' RETURN GRAPH
The following line graph compares the cumulative total shareholder return of
the Corporation's Common Stock with the returns for the Standard & Poor's 500
Stock Index ("S&P 500") and for three line-of-business groups for the period
covering the corporation's past five fiscal years. The selection of each of the
line-of-business groups is explained in the notes below the graph. The return
values are based on an initial investment of $100 on January 31, 1990, in the
Corporation's Common Stock, in the S&P 500 and in each of the line-of-industry
groups, with all dividends treated as reinvested and each component company
weighted by its start-of-year market capitalization.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG S&P 500, METALS,
METALS/HOUSEWARES (25%/75%), HOUSEHOLD APPLIANCES, AND ONEIDA
-------------------------------------------------------------
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
ONEIDA $100.00 $ 71.0 $119.7 $103.9 $123.2 $121.8
S&P 500 $100.00 $108.4 $132.9 $147.0 $165.8 $166.7
METALS $100.00 $ 98.8 $104.7 $105.4 $130.4 $124.3
METALS/HOUSEWARES (25%/75%) $100.00 $ 89.2 $174.5 $193.1 $160.5 $154.7
HOUSEHOLD APPLIANCES $100.00 $ 65.3 $ 70.1 $ 59.3 $ 82.1 $ 97.4
</TABLE>
NOTE: Assumes an initial investment of $100 on January 31, 1990. Total return
includes reinvestment of dividends.
NOTES:
(1) The companies comprising the "Metals" group are those classified by Moody's
under "Metal Products" and by Value Line under "Metal Fabricating
Industry", excluding any company which had a market capitalization in
excess of $500 million at the start of any of the fiscal years covered.
These companies are: Allied Products, Amcast Industrial, Ampco-Pittsburgh,
Commercial Metals, Fansteel, Handy & Harman, Kuhlman, Lawson Products,
Oregon Metallurgical, SPS Technologies, and Transtechnology.
11
<PAGE>
(2) The companies comprising the "Metals/Housewares (25%/75%)" group are the
companies listed above for the "Metals" group, plus those companies
comprising the Investor's Business Daily "Housewares" stock price index,
excluding any company which had a market capitalization in excess of $500
million at the start of any of the fiscal years covered. The "Housewares"
companies are: Decora Industries, Ekco Group, General Housewares, Libbey,
Lifetime Hoan and Selfix. The investment returns for this composite group
were weighted 25% for the "Metals" group and 75% for the "Housewares"
group. This weighting reflects approximately the division between the
Corporation's industrial operations and the consumer and food service
operations in terms of average assets, revenues and earnings over the past
five fiscal years.
(3) The Companies for the "Household Appliance" group are those companies
comprising the Investor's Business Daily "Household--Appliances" stock
price index, excluding any company which had a market capitalization in
excess of $500 million at the start of any of the fiscal years covered.
These companies are: Duracraft, Fedders, Health-Mor, Middleby, Rival,
Salton/Maxim Housewares, Specialty Equipment Companies and Toastmaster.
(4) The Corporation was previously a component of Investor's Business Daily's
"Household--Appliances" stock price index. It is now a component of the
"Housewares" index. In prior proxy statements the stockholder performance
graph comparisons for corporations used separate lines for the "Metals" and
"Household--Appliances" groups as the required line-of-business comparison.
In future years the Corporation intends to use only the "Metals/Housewares
25%/75%" group for the line-of-business comparison. The S&P 500 is used to
meet the requirement that the graph include a recognized broad-based stock
market index.
APPROVAL OF AN AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN
In 1970, the Board of Directors adopted an Employee Stock Purchase Plan (the
"Purchase Plan") to promote the interests of Oneida Ltd. and its stockholders
by encouraging and enabling employees to acquire a proprietary interest in the
Corporation and an increased personal interest in its continued success and
progress. The Purchase Plan, as amended, provides for the issuance of a maximum
of 1,300,000 shares of authorized but unissued $1.00 par value Common Stock,
subject to adjustments for stock distributions, etc.
As of January 28, 1995, 610,900 shares remained available for sale under the
Purchase Plan. On July 1, 1994, eligible employees became entitled to purchase
459,127 shares through the Purchase Plan. As of January 28, 1995, 3,617 of
these shares had been purchased. Any option to purchase these shares
unexercised by June 30, 1995 will expire and become available for future sale.
To insure that sufficient shares are available for options to employees
during the July 1, 1995 and future offering periods, the Board of Directors,
subject to the approval of stockholders, has amended the Plan to increase by
500,000 Common shares the number of shares covered by the Plan. The proposed
amendment authorizing an additional 500,000 shares of Common Stock for issuance
under the Plan will be submitted to a vote at the Annual Meeting.
12
<PAGE>
Approximately 4,750 employees of Oneida Ltd. and its subsidiaries including
executive officers are able to participate in the Purchase Plan on a pro rata
basis. The following table shows for the past fiscal year the number of shares
and the net value of the options to the executive officers named in the Cash
Compensation table, executives as a group and non-executive employees as a
group.
EMPLOYEE STOCK PURCHASE PLAN -- 1994
<TABLE>
<CAPTION>
DOLLAR NUMBER
NAME AND POSITION VALUE(/1/) OF SHARES
- ----------------- ---------- ---------
<S> <C> <C>
William D. Matthews.................................. $ 1,783 1,265
Chairman & CEO
Gary L. Moreau ...................................... 1,653 1,173
President & COO
Terry M. French ..................................... 1,007 712
President,
Camden Wire Co., Inc.
Glenn B. Kelsey ..................................... 1,080 766
Pres., Oneida Foodservice,
and Int'l Division
Walter A. Stewart.................................... 1,026 728
Sr. V.P. Manufacturing,
Oneida Silversmiths Div.
Executive Group...................................... 8,736 6,174
Non-Executive Employee Group......................... 640,928 452,953
</TABLE>
- ----------------
NOTE: Because the benefits that will be received or allocated under the Plan
are not determinable, the benefits allocated for the last completed fiscal year
are provided.
(1) Dollar value represents the difference at the date of allocation between
the market price of shares of the Company's Common Stock and the purchase price
for beneficiaries of the Plan.
All participants in the Purchase Plan received rights to purchase 459,127
shares in 1994.
Options to purchase shares under the Plan have been offered annually since
July 1, 1970 and on each succeeding July 1st since that date to all regular
full-time employees of the Corporation and certain subsidiaries with more than
three months' service as of each offering date.
During each offering period, each eligible employee with eighteen months or
more of service prior to the offering date receives an option to purchase one
share of Common Stock for each $250 unit of compensation or major fraction
thereof earned during the most recent calendar year prior to each July 1
offering date. Each eligible employee with less than eighteen but at least
twelve months' service prior to the offering date may purchase shares on the
basis of his or her total earnings during the twelve-month period immediately
following the date of employment. Each eligible employee with less than twelve
months' service prior to the offering date may purchase shares on the basis of
his or her total earnings from the date of employment through June 30th.
In the event employees at any time become entitled to receive options under
the Purchase Plan which would result (if the options were granted on that
basis) in the granting of options covering more than the shares of Common Stock
remaining under the Purchase Plan, the Corporation has the right to grant the
options on a pro rata basis to employees to avoid issuing more than the
aggregate number of shares authorized under the Purchase Plan.
13
<PAGE>
The price at which employees may purchase their shares is 90% of the fair
market value of the stock on the offering date or 90% of the fair market value
of the stock on the exercise date, whichever amount is less. The offering date
is July 1st of each year and the exercise date is the date of purchase.
The Board of Directors has authority to terminate or amend the Purchase Plan
at any time without the approval of stockholders, except the Board may not
amend the Purchase Plan to increase the number of shares available for
purchase, to decrease the purchase price or to change the definition of
eligible employees without stockholder approval.
The Plan is intended to qualify as an "Employee Stock Purchase Plan" within
the meaning of Section 423 of the Internal Revenue Code (the "Code"). Under the
Code, a United States employee who elects to participate in an offering under
the Plan will not realize income at the time of the offering or when the stock
which he purchases is transferred to him.
If an employee disposes of stock transferred to him under the Purchase Plan
after two years from the July 1st date of the offering of such stock and one
year from the date of the transfer of such stock to him, or if the employee
dies while owning stock transferred to him under the Purchase Plan, the
employee will be required to include in income as compensation for the year in
which such disposition or death occurs an amount equal to the lesser of (a) the
excess of the market value of such stock at the time of
disposition or death over the purchase price, or (b) 10% of the market value of
stock at the time of the offering. The employee's basis in such stock at the
time of disposition will be increased by an amount equal to the amount
includible in his income as compensation, and any gain or loss computed with
reference to such adjusted basis which is recognized at the time of the
disposition will be long-term capital gain or loss. In such event, the
Corporation will not be entitled to any deduction from income.
If an employee disposes of such stock within such two-year period or one-year
period, the employee will be required to include in income as compensation for
the year in which such disposition occurs an amount equal to the excess of the
market value of such stock on the date of purchase over the purchase price. The
employee's basis in such stock at the time of disposition will be increased by
an amount equal to the amount includible in his income as compensation, and any
gain or loss computed with reference to such adjusted basis which is recognized
at the time of disposition will be capital gain or loss, either short-term or
long-term, depending on the holding period of such stock. In the event of a
disposition within such two-year period or one-year period, the Corporation
will be entitled to a deduction from income in an amount equal to the amount
the employee is required to include in income as compensation as a result of
such disposition.
Under the New York Business Corporation Law, the vote of a majority of the
shares of Common Stock outstanding and entitled to vote is required for
approval of the Amendment to the Purchase Plan.
The Board of Directors recommends that the stockholders vote FOR approval of
the amendment of the Purchase Plan. Proxies solicited by the Board of Directors
will be so voted unless stockholders specify otherwise in their proxies.
APPROVAL OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has recommended the appointment
of Coopers & Lybrand as independent certified public accountants. The Board of
Directors of the Corporation has appointed Coopers & Lybrand for the purpose of
auditing the Corporation's accounts for the fiscal year ending January 27, 1996
and stockholder approval of such appointment is requested.
The Board of Directors considers such auditors to be well qualified and
recommends a vote FOR the proposal to approve the appointment of Coopers &
Lybrand. In the event such appointment is not approved by stockholders, the
Board of Directors will appoint other auditors at the earliest feasible time.
14
<PAGE>
Representatives from Coopers & Lybrand will attend the Annual Meeting with
the opportunity to make a statement and to answer questions from stockholders.
STOCKHOLDER PROPOSALS
Proposals of Stockholders intended to be presented at the 1996 Annual Meeting
must be received by the Corporation no later than December 29, 1995, in order
to be included in the 1996 Proxy Statement and Proxy relating to that meeting.
OTHER MATTERS
Other than the foregoing, the Board of Directors knows of no matters which
will be presented at the Annual Meeting for action by stockholders. However, if
any other matters properly come before the meeting, or any adjournment thereof,
it is anticipated that the proxies will be voted according to the best judgment
of the persons acting by authorization of the proxies.
The Annual Report of the Corporation for the fiscal year ended January 28,
1995 including audited financial statements has been mailed to the
stockholders.
By Order of the Board of Directors
/s/ Catherine H. Suttmeier
Catherine H. Suttmeier
Secretary
Oneida, New York
April 28, 1995
15
<PAGE>
PROXY PROXY
ONEIDA LTD.--ANNUAL MEETING MAY 31, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED, A HOLDER OF COMMON STOCK OF ONEIDA LTD., HEREBY APPOINTS
WILLIAM D. MATTHEWS, WALTER A. STEWART, AND DAVID E. HARDEN, AS PROXIES OF THE
UNDERSIGNED WITH FULL POWER OF SUBSTITUTION AND REVOCATION, TO VOTE ALL SHARES
OF THE STOCK OF ONEIDA LTD. WHICH THE UNDERSIGNED WOULD BE ENTITLED TO VOTE IF
PERSONALLY PRESENT AT THE ANNUAL MEETING OF STOCKHOLDERS OF ONEIDA LTD. TO BE
HELD MAY 31, 1995, AND AT ANY ADJOURNMENTS THEREOF, HEREBY REVOKING ANY OTHER
PROXY HERETOFORE GIVEN. A MAJORITY OF SAID PROXIES OR THEIR SUBSTITUTES AS
SHALL BE PRESENT AND ACTING AT THE SAID MEETING SHALL HAVE AND MAY EXERCISE ALL
THE POWERS OF SAID PROXIES HEREUNDER. THE SAID PROXIES ARE INSTRUCTED:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
PLEASE MARK IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
VOTE FOR
all nominees
listed below;
except vote
withheld from the VOTE WITHHELD
nominees listed from all
at left (if any). nominees.
1. ELECTION of the following nominees [_] [_]
as directors for the term indicated:
W. Allyn, D. Harden and W. Stewart
for a three-year term expiring May
27, 1998;
- ---------------------------------------- For Against Abstain
2. TO VOTE on the proposal to approve [_] [_] [_]
the appointment of Coopers & Lybrand
as independent auditors;
3. TO VOTE on the proposal to approve an For Against Abstain
amendment to the Oneida Ltd. Employee [_] [_] [_]
Stock Purchase Plan;
4. To act in their discretion on such
other matters as may properly come
before said meeting or any
adjournment thereof.
SHARES WILL BE VOTED AS SPECIFIED AND WHERE NO SPECIFICATION IS MADE THE
VOTE OF THE UNDERSIGNED WILL BE CAST FOR THE ELECTION OF DIRECTORS AND FOR
THE PROPOSALS OUTLINED IN (2) AND (3).
Dated _________________________________________________________________, 1995
______________________________________________________________________ (L.S.)
______________________________________________________________________ (L.S.)
NOTE: The signature should exactly correspond with the name or names in
which the stock is registered as shown at the left. If jointly owned,
bothsignatures are required.
IMPORTANT: PLEASE SIGN, DATE, AND RETURN THIS PROXY PROMPTLY IN THE
ACCOMPANYING ENVELOPE.
