<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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] 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:
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(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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Notes:
<PAGE>
ONEIDA
ONEIDA LTD., ONEIDA, NY 13421
WILLIAM D. MATTHEWS
Chairman of the Board
Chief Executive Officer
April 26, 1996
To Our Stockholders:
You are cordially invited to attend Oneida Ltd.'s 115th Annual Meeting on May
29, 1996.
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 29, 1996
----------------
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 29, 1996 at 2 p.m. for the following purposes:
(a) to elect four directors for a three-year term and one director for a
one-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 25, 1997; and
(c) 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 19,
1996 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 26, 1996
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. Expenses, 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 $4,500.
Proxies and proxy soliciting material were first mailed to stockholders on or
about April 26, 1996.
Only holders of Common Stock of the Corporation of record as of the close of
business April 19, 1996 are entitled to vote at the Annual Meeting. As of that
date, there were outstanding 11,034,642 shares of Common Stock. Each share 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, 1995.
<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.................... 1,777,117 16.1%
Trustee for the Benefit of the Oneida Ltd.
Employee Stock Ownership Plan
P.O. Box 1412
Rochester, NY 14603(1)
National Rural Electric Cooperative Associa- 812,060 7.3%
tion.........................................
Retirement and Security Program
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036(2)
Sanford C. Bernstein & Co., Inc. ............ 721,600 6.6%
One State Street Plaza
New York, NY 1004(3)
David L. Babson & Co., Inc. ................. 548,000 5%
One Memorial Drive
Cambridge, MA 02142-1300(4)
</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.
<PAGE>
(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."
(3) The Corporation has received copies of a Schedule 13G filed with the
Securities and Exchange Commission by Sanford C. Bernstein & Co., Inc.
reporting beneficial ownership. The stockholder is described in the
Schedule as an "Investment Advisor/Broker Dealer."
(4) The Corporation has received copies of a Schedule 13G filed with the
Securities and Exchange Commission by David L. Babson & Co., Inc. reporting
beneficial ownership. The stockholder is described in the Schedule as an
"Investment Advisor."
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 four directors for
a three-year term and one director for a one-year term; and (b) for the
proposal to approve the appointment of Coopers & Lybrand as independent
auditors. 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. 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 1996 Annual Meeting, the stockholders are being asked to elect
one director for a one-year term expiring at the 1997 Annual Meeting and four
directors for a three-year term expiring at the 1999 Annual Meeting. An
affirmative vote of the majority of shareholders present in person or by proxy
is necessary for the election of these directors.
Two nominees, Glenn B. Kelsey and Raymond T. Schuler, are members of the
present Board of Directors and were elected to three-year terms in 1993. Robert
F. Allen and Edward W. Duffy, who also were elected to three-year terms in
1993, are retiring at the expiration of their present term. Whitney D. Pidot
and William M. Tuck have been nominated to fill these positions. Mr. Pidot is a
partner in the corporate practice department and member of the senior policy
committee of the Shearman & Sterling law firm in New York City. Mr. Tuck is
president of the Crouse-Hinds Division of Cooper Industries, Inc.
2
<PAGE>
Gary L. Moreau, who was a member of the class of directors whose term expires
in 1997, resigned in January, and Peter J. Kallet was elected by the Board to
fill that position. Mr. Kallet is nominated to be elected to fill the remainder
of that term.
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 29, 1996
- --------------------------------- ------------------
NOMINEE FOR A ONE-YEAR TERM EXPIRING MAY 28, 1997
<S> <C> <C>
PETER J. KALLET (a)........... President and 23,668(1)
Age 49 Chief Operating Officer
Mr. Kallet was elected to the above position in 1996. He previously served as
Senior Vice President and General Manager of the Oneida Foodservice Division.
NOMINEES FOR A THREE-YEAR TERM EXPIRING MAY 26, 1999
GLENN B. KELSEY (a)........... Executive Vice President and 35,829(1)
Director since 1989, Age 44 Chief Financial Officer
Mr. Kelsey was elected to the above position in 1996. He previously served as
President of Oneida's Foodservice Division.
WHITNEY D. PIDOT.............. Partner, Shearman & Sterling 1,000
Age 52 Attorneys, New York
Mr. Pidot has held the above position for more than the past five years. Shearman
& Sterling has served as counsel to the Corporation for more than the past five
years.
RAYMOND T. SCHULER (b) (c).... Former Vice Chairman, 2,724
Director since 1988, Age 66 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.
WILLIAM M. TUCK .............. President, Crouse-Hinds 200
Age 60 Division of Cooper
Industries, Inc.
Mr. Tuck has held the above position for more than the past five years.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATION AND SHARES OF
SELECTED OTHER INFORMATION COMMON STOCK
CONCERNING NOMINEES AND DIRECTORS BENEFICIALLY OWNED
AND CERTAIN OFFICERS MARCH 29, 1996
- --------------------------------- ------------------
DIRECTORS CONTINUING IN OFFICE WHOSE TERM EXPIRES MAY 28, 1997
<S> <C> <C>
GEORGIA S. DERRICO (b) (c).... Chairman of the Board, 8,162
Director since 1982, Age 51 President and Chief
Executive Officer Southern
Financial Bancorp, Inc.
Ms. Derrico has held the above position for more than the past five years.
WILLIAM D. MATTHEWS (a) (c)... Chairman of the Board 94,696(1)
Director since 1973, Age 61
Mr. Matthews has held the above position for more than the past five years. (2)
R. QUINTUS ANDERSON (b) (c)... Chairman of the Board 31,791
Director since 1994, Age 65 The Aarque Companies
Mr. Anderson has held the above position for more than the past five years. He is
a director of Cold Metal Products, Inc. and Northwestern Mutual Life Insurance
Company.
DIRECTORS CONTINUING IN OFFICE WHOSE TERM EXPIRES MAY 27, 1998
WILLIAM F. ALLYN (b) (c)...... President, Welch Allyn, Inc. 550
Director since 1989, Age 60
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.
DAVID E. HARDEN (a) (c)....... Chairman of the Board, 36,655
Director since 1977, Age 68 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 (a)......... Senior Vice President, 36,000(1)
Director since 1978, Age 63 Manufacturing and
Engineering, Tableware
Operations
Mr. Stewart has held the above position for more than the past five years.
- --------
TERRY M. FRENCH............... President, Camden Wire 35,762(1)
Co., Inc. (3)
Nominees for director and directors and officers as a group.... 355,733(1)
</TABLE>
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%.
- --------
(a) Member of Executive Committee; (b) Member of Audit Committee; (c) Member of
Management Development and Executive Compensation Committee (Mr. Matthews
is a non-voting ex officio member).
(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--12,645
shares, T. French--23,560, G. Kelsey--21,260, W. Stewart--3,800, P.
Kallet--18,104; and other officers--44,662.
(2) Mr. Matthews also owns 390 shares of Oneida Ltd. 6% Preferred Stock.
(3) Named executive officer, neither a director nor a nominee.
4
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
During the past fiscal year, the Board of Directors held ten meetings. All
directors 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 four 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.
5
<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 1995 $260,850 $138,370 $92,025 0 $46,124 0 $0 $ 3,930
Chairman & CEO 1994 253,256 124,880 0 0 30,707 10,000 0 $ 7,922
1993 236,469 72,650 32,298 0 24,217 10,000 0 11,742
Gary L. Moreau 1995 221,450 202,746 0 0 0 0 0 3,267
Pres. & COO 1994 215,538 119,850 0 0 30,707 10,000 0 6,524
1993 201,250 72,650 27,482 0 24,217 10,000 0 9,729
Glenn B. Kelsey 1995 157,500 77,223 0 0 0 0 0 3,052
Executive Vice 1994 145,833 56,127 0 0 0 7,000 0 5,892
President and 1993 133,083 53,253 0 0 0 6,000 0 6,600
Chief Financial Officer
Walter A. Stewart 1995 145,367 68,123 0 0 0 0 0 5,670
Sr. VP Manufacturing, 1994 141,058 45,394 0 0 0 5,000 0 11,084
Tableware Operations 1993 134,558 40,727 0 0 0 5,000 0 13,078
Terry M. French 1995 173,433 30,713 0 0 0 0 0 3,169
President, 1994 168,417 38,277 0 0 0 6,000 0 3,854
Camden Wire Co., Inc. 1993 160,667 23,598 0 0 0 5,000 0 2,975
</TABLE>
- --------
(1) Mr. Matthews was awarded 6,135 shares of stock for 1995, and 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) Mr. Matthews was awarded 2,993 shares for 1995, and Messrs. Matthews and
Moreau each were awarded 2,174 shares of Common Stock for 1994 and 1,900
shares for 1993, 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 1995, W. Matthews--258; G. Moreau--182; G.
Kelsey--194; and W. Stewart--368; 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; 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 1995 and 1994, the Corporation's
contribution was $125 for Messrs. Matthews, Moreau and Kelsey and in 1994,
Mr. French received a matching contribution of $200.
6
<PAGE>
STOCK OPTIONS
No options were granted under the Corporation's 1987 Stock Option Plan during
the past fiscal year.
The following table sets forth information with respect to the named
executives concerning the exercise of options during the past fiscal year and
unexercised options held at the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN PAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)
------------- ----------------
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ------------- ----------------
<S> <C> <C> <C> <C>
W. Matthews....... 10,990 $48,246 12,645/14,000 $151,635/198,386
G. Moreau......... 35,460 93,320 4,000/13,400 40,750/182,825
G. Kelsey......... 14,400 70,650 21,260/9,200 303,880/119,950
W. Stewart........ 4,000 19,125 3,800/7,000 41,375/95,500
T. French......... 3,600 13,650 23,560/8,400 323,430/114,600
</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 $17,896 $ 26,845 $ 35,793
120,000............................... 10,848 21,696 32,544 43,392
150,000............................... 13,698 27,396 41,094 54,792
200,000............................... 18,447 36,895 55,342 73,790
300,000............................... 27,948 55,896 83,844 111,792
400,000............................... 37,448 74,896 112,345 149,793
</TABLE>
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--26 years, G. Moreau--18 years, W.
Stewart--45 years, G. Kelsey--15 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 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.
7
<PAGE>
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 entered into agreement with other executive officers as
follows: with Messrs. French, Kelsey, Moreau and two other executive officers
dated, July 26, 1989; with one other executive officer dated March 29, 1995;
and with two other executive officers dated February 28, 1996. 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.
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
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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 1995 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
1995 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 to achieve 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.
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
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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 1995 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 1995 COMPENSATION
SEC regulations require the Compensation Committee to discuss its bases for
decisions affecting Mr. Matthews' 1995 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 below the average levels
of comparable companies. In recent 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 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' 1995 incentive under this plan was based on achieving 144
percent of the plan's performance goals.
The remainder of Mr. Matthews' performance-based compensation for 1995
derived from the plan for the chief executive officer and the chief operating
officer which provides for annual cash incentives as well as
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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 161 percent of the plan's target amount.
In 1995, the chief executive's salary reflects an increase of less than 3
percent in comparison with the preceding year. The chief executive's overall
compensation for 1995, 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 31 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.
During the past fiscal year, Mr. Matthews exercised stock options granted him
in 1987, 1988, 1989, 1990, 1991, 1993 and 1994. 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
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.
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<PAGE>
1992-1996 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 a "Peer Group" of companies for the period covering
the corporation's last five fiscal years. Proxy statement disclosure rules
adopted by the Securities and Exchange Commission require such a total
shareholder return comparison using both a broad-based stock price index and a
line-of-business comparator group. The Peer Group meets this later requirement
and it is comprised of two component sets of metals companies and housewares
companies, all of which had a market capitalization of less than $500 million
at the start of each of the fiscal years covered by the graph. The
Corporation's average start-of-the-year market capitalization for this period
was $94 million. The Peer Group is weighted to reflect the approximate division
of assets, revenues and earnings between the Corporation's consumer and food
service operations and industrial operations over the past five years.
Accordingly, the housewares component is weighted 75%, and the metals component
25%.
The housewares component of the Peer Group is comprised of the following
lower market capitalization companies included in the Investor's Business Daily
"Housewares" stock price index: Decora Industries, Ekco Group, General
Housewares, Libbey, Lifetime Hoan, Mikasa and Selfix. The metals component is
comprised of the following lower market capitalization companies classified by
Moody's under "Metal Products" and by Value Line under "Metal Fabricating
Industry": Allied Products, Amcast Industrial, Ampco-Pittsburgh, Commercial
Metals, Fansteel, Handy & Harman, Kuhlman, Lawson Products, Oregon
Metallurgical, SPS Technologies, and Transtechnology.
The return values set forth below and plotted on the graph are based on an
initial investment of $100 on January 31, 1991, in the Corporation's Common
Stock, in the S&P 500 and the Peer Group, 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 ONEIDA,
S&P 500 AND METALS/HOUSEWARES PEER GROUP (25%/75%)
--------------------------------------------------
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement period S & P 500 METALS/HOUSEWARES
(Fiscal year Covered) ONEIDA Index PEER GROUP
- --------------------- --------- --------- -----------------
<S> <C> <C> <C>
Measurement PT -
1991 $ 100 $ 100 $ 100
FYE 1992 $ 168.7 $ 122.6 $ 198.8
FYE 1993 $ 146.4 $ 135.6 $ 220.4
FYE 1994 $ 173.6 $ 153.0 $ 181.6
FYE 1995 $ 171.6 $ 153.8 $ 175.0
FYE 1996 $ 205.0 $ 213.2 $ 173.1
</TABLE>
Note: Assumes an intital investment of $100 on January 31, 1991. Total return
includes reinvestment of dividends.
12
<PAGE>
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 25, 1997
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.
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 1997 Annual Meeting
must be received by the Corporation no later than December 27, 1996, in order
to be included in the 1997 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 27,
1996 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 26, 1996
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<PAGE>
PROXY PROXY
ONEIDA LTD.--ANNUAL MEETING MAY 29, 1996
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 29, 1996, 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 VOTE
all nominees listed WITHHELD
below; except vote with- from all
held from the nominees nominees.
listed at left (if any).
1. ELECTION of the following nominees [_] [_]
as directors for the term indicated:
P. Kallet for a one-year term expiring
May 28, 1997 and G. Kelsey, W. Pidot, R.
Schuler and W. Tuck for a three-year
term expiring May 26, 1999.
For Against Abstain
________________________________________ [_] [_] [_]
2. TO VOTE on the proposal to approve
the appointment of Coopers & Lybrand
as independent auditors;
3. 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 PROPOSAL OUTLINED IN (2).
Dated _________________________________________________________________, 1996
______________________________________________________________________ (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, both
signatures are required.
IMPORTANT: PLEASE SIGN, DATE, AND RETURN THIS PROXY PROMPTLY IN THE
ACCOMPANYING ENVELOPE.
