ONEIDA LTD
DEF 14A, 1997-04-25
JEWELRY, SILVERWARE & PLATED WARE
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<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)


- --------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   
Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(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):

     -------------------------------------------------------------------------
      

     (4) Proposed maximum aggregate value of transaction:

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     (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 25, 1997
 
To Our Stockholders:
 
  You are cordially invited to attend Oneida Ltd.'s 116th Annual Meeting on May
28, 1997.
 
  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 28, 1997
 
                               ----------------
 
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 28, 1997 at 2 p.m. for the following purposes:
 
  (a) to elect four 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 31, 1998; 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 17,
1997 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 25, 1997
 
  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 25, 1997.
 
  Only holders of Common Stock of the Corporation of record as of the close of
business April 17, 1997 are entitled to vote at the Annual Meeting. As of that
date, there were outstanding 10,778,704 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, 1996.
 
<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....................  1,845,177        16.6%
     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. ............    789,686         7.1%
     One State Street Plaza
     New York, NY 1004(3)
     David L. Babson & Co., Inc. .................    665,500         6.0%
     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 (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 serving staggered three-year terms.
At the 1997 Annual Meeting, stockholders are being asked to elect four
directors for a three-year term expiring at the 2000 Annual Meeting. An
affirmative vote of the majority of shareholders present in person or by proxy
is necessary for the election of these directors.
 
  All four nominees are members of the present Board of Directors. Ms. Derrico
and Mssrs. Matthews and Anderson were elected to three-year terms in 1994. Mr.
Kallet was elected to a one-year term in 1996.
 
                                       2
<PAGE>
 
  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 or her 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 25, 1997
- ---------------------------------                                ------------------
 
              NOMINEES FOR A THREE-YEAR TERM EXPIRING MAY 31, 2000
 
<S>                                <C>                           <C>
GEORGIA S. DERRICO (b) (c)....     Chairman of the Board and            8,223
Director since 1982, Age 52        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 and          112,234(1)
Director since 1973, Age 62        Chief Executive Officer
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 66        Aarque Capital Corporation
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. (4)
PETER J. KALLET (a)...........     President and                        26,382(1)
Director since 1996, Age 50        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.
 
         DIRECTORS CONTINUING IN OFFICE WHOSE TERM EXPIRES MAY 27, 1998
 
WILLIAM F. ALLYN (b) (c)......     President, Welch Allyn, Inc.           550
Director since 1989, Age 61
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 69        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).........     Former Senior Vice                  42,654
Director since 1978, Age 64        President, Manufacturing and
                                   Engineering, Tableware
                                   Operations
Mr. Stewart retired January 24, 1997.
</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 25, 1997
- ---------------------------------                                ------------------
 
         DIRECTORS CONTINUING IN OFFICE WHOSE TERM EXPIRES MAY 26, 1999
 
<S>                                <C>                           <C>
GLENN B. KELSEY (a)...........     Executive Vice President and        45,866(1)
Director since 1989, Age 45        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 (d)..........     Partner, Shearman & Sterling         1,000
Director since 1996, Age 53        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,                2,807
Director since 1988, Age 67        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 (b) (c).......     President, Crouse-Hinds                200
Director since 1996, Age 61        Division of Cooper
                                   Industries, Inc.
Mr. Tuck has held the above position for more than the past five years.
- --------
EDWARD W. THOMA...............     Senior Vice President,              30,610(1)
                                   Finance (3)
Nominees for director and directors and officers as a group....       392,862(1)
</TABLE>
 
Mr. Matthews individually owns more than 1% of the Corporation's Common Stock.
The nominees for director and directors and officers as a group own 3.5%.
- --------
(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); (d) of counsel to the Audit Committee
    and Management Development and Executive Compensation Committee.
 
 
(1) Includes shares which as of March 14, 1997 could be acquired within 60 days
    upon the exercise of options in the following amounts: W. Matthews--9,710
    shares, G. Kelsey--23,860, P. Kallet--10,470; E. Thoma--23,869; and other
    officers--33,725.
 
(2) Mr. Matthews also owns 390 shares of Oneida Ltd. 6% Preferred Stock.
(3) Named executive officer, neither a director nor a nominee.
(4)  R. Quintus Anderson, a nominee for election as a Director, is the
     principal shareholder of Camden Acquisition Corp. (CAC). The Corporation
     and its wholly-owned subsidiary, Camden Wire Co., Inc. (Camden Wire),
     entered into a Stock Purchase Agreement with CAC on November 26, 1996 for
     the sale to CAC of all the common stock of Camden Wire for an aggregate
     purchase price of $51 million, subject to adjustment as set forth therein.
     Under the terms of the Stock Purchase Agreement, the Corporation was
     permitted to terminate the Stock Purchase Agreement in order to enter into
     a definitive agreement providing for the implementation of a competitive
     proposal. In the event of such a termination, however, the Corporation
     agreed to reimburse CAC for all reasonable actual and out-of-pocket
     expenses incurred by CAC in connection with the transactions contemplated
     by the Stock Purchase Agreement. On January 2, 1997, the Corporation
     terminated the Stock Purchase Agreement and entered into an agreement with
     International Wire Group, Inc. pursuant to which it agreed to sell Camden
     Wire to International Wire for $60 million. On March 21, 1997, the
     Corporation made a payment of $511,439 to CAC in reimbursement of CAC's
     expenses.
 
 
                                       4
<PAGE>
 
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
 
  During the past fiscal year, the Board of Directors held nine 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 five 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.
 
                                       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      1996 $268,893 $105,420    $91,523          0       $40,360        0      $0         $5,218
 Chairman & CEO          1995  260,850  138,370     92,025          0        46,124        0       0          3,930
                         1994  253,256  124,880          0          0        30,707   10,000       0          7,922
Peter J. Kallet          1996  203,333  153,020          0          0        40,360        0       0          4,712
 Pres. & COO             1995  164,842   64,353          0          0             0        0       0          3,926
                         1994  157,870   43,633          0          0             0    6,000       0          9,075
Glenn B. Kelsey          1996  185,617   83,010          0          0             0        0       0          3,456
 Executive Vice          1995  157,500   77,223          0          0             0        0       0          3,052
 President and           1994  145,833   56,127          0          0             0    7,000       0          5,892
 Chief Financial Officer
Walter A. Stewart        1996  149,898   77,476          0          0             0        0       0          6,218
 Sr. VP Manufacturing,   1995  145,367   68,123          0          0             0        0       0          5,670
 Tableware Operations/5/ 1994  141,058   45,394          0          0             0    5,000       0         11,084
Edward W. Thoma          1996  129,229   55,340          0          0             0        0       0          3,206
 Senior Vice President,  1995  127,349   30,685          0          0             0        0       0          3,422
 Finance                 1994   99,222   36,457          0          0             0    5,000       0          6,259
</TABLE>
- --------
(1) Mr. Matthews was awarded 4,914 of stock for 1996 and 6,135 shares of stock
    for 1995, pursuant to the incentive plan based on three-year performance of
    the Corporation's Common Stock, as described below on pages 9-10; shares
    are valued at the market price on the date of allocation.
 
(2) Mssrs. Matthews and Kallet each were awarded 2,167 shares of Common Stock
    for 1996. Mr. Matthews was awarded 2,993 shares for 1995, and 2,174 shares
    for 1994, 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) allocation of shares to the Employee Stock
    Ownership Plan as follows: for 1996, W. Matthews-228; P. Kallet-238; G.
    Kelsey-171; W. Stewart-320; and E. Thoma-187; for 1995 W. Matthews-258; P.
    Kallet-273; G. Kelsey-194; W. Stewart-368; and E. Thoma-210; for 1994,
    W. Matthews-552; P. Kallet-586; G. Kelsey-415; W. Stewart-795; and E.
    Thoma-450; shares are valued at the market price on the dates of
    allocations; and (ii) the Corporation's matching contributions to the
    executives' 401K savings plans: in 1996, the Corporation's contribution was
    $250 for Mssrs. Matthews, Kallet, Kelsey and Thoma and $225 for Stewart;
    for 1995, $125 for Mssrs. Matthews, Kallet, Kelsey and Thoma and $101 for
    Stewart, and 1994, $125 for Mssrs. Matthews, Kallet, Kelsey and Thoma.
 
(5) Mr. Stewart retired on January 24, 1997.
 
                                       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.......    4,935      $21,769   9,710/12,000  $132,781/154,500
      P. Kallet.........        0            0   20,304/5,600    280,132/71,800
      G. Kelsey.........        0            0   23,860/6,600    339,305/84,525
      W. Stewart(1).....    3,000       16,875        8,800/0         111,875/0
      E. Thoma..........        0            0   23,869/5,000    318,196/63,625
</TABLE>
- --------
(1) Mr. Stewart retired January 24, 1997. Under the terms of the plan, all
  options previously granted to him vested on that date, beginning a six-month
  period in which they must be exercised.
 
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............................... $ 8,912  $17,824  $ 26,737 $ 35,649
      120,000...............................  10,813   21,626    32,439   43,252
      150,000...............................  13,663   27,326    40,989   54,652
      200,000...............................  18,412   36,825    55,238   73,651
      300,000...............................  27,913   55,826    83,739  111,652
      400,000...............................  37,412   74,824   112,237  149,649
      500,000...............................  46,912   93,825   140,738  187,651
</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--27 years, P. Kallet--29 years, W.
Stewart--46 years, G. Kelsey--16 years, E. Thoma--18 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.
 
  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. Kelsey, Thoma and one other executive officer dated, July
26, 1989; with one other executive officer dated March 29, 1995; and with Mr.
Kallet and one other executive officer 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
 
                                       8
<PAGE>
 
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 six of the
seven non-employee directors of the corporation. Mr. Pidot serves the committee
in the capacity of counsel. 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 1996 and how they
affected Mr. Matthews, in particular, and in general Messrs. Kallet, Stewart,
Kelsey and Thoma--the four executive officers other than Mr. Matthews who for
1996 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
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
 
                                       9
<PAGE>
 
  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 1996 COMPENSATION
 
  SEC regulations require the Compensation Committee to discuss its bases for
decisions affecting Mr. Matthews' 1996 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.
 
  In 1993, 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' 1996 incentive under this plan was based on achieving 132
percent of the plan's performance goals.
 
  The remainder of Mr. Matthews' performance-based compensation for 1996
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:
 
                                      10
<PAGE>
 
    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 131 percent of the plan's target amount.
 
  In 1996, the chief executive's salary reflects an increase of approximately 3
percent in comparison with the preceding year. The chief executive's overall
compensation for 1996, however, reflects the awards provided in his
performance-based incentives. As such, it is directly related to the
performance of continuing operations of the Corporation during the past fiscal
year, in which the historically high performance levels achieved in fiscal 1995
were sustained.
 
  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 1991 and 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
William F. Allyn
R. Quintus Anderson
Georgia S. Derrico
Raymond T. Schuler
William M. Tuck
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.
Mr. Pidot sits in on the Compensation Committee by invitation as counsel.
 
                      1992-1997 STOCKHOLDERS' RETURN GRAPH
 
  The following line graph compares the cumulative total shareholder return of
the Corporation's Common Stock with the returns for the Russel 2000 Index, a
"Housewares Peer Group" and a "Metal/Housewares Peer Group" for the period
covering the Corporation's past 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 composite of the Russel 2000 Index, of
which the Corporation is a component, meets the broad-based stock price index
requirement, which permits market capitalization to be a factor. The median
market capitalization of the Russel 2000 Index companies was slightly under
$350 million as of 5/31/96. The Corporation's start-of-year average market
capitalization for the five-year performance period was $150 million.
 
                                       11
<PAGE>
 
  Both of the peer groups meet the SEC's line-of-business comparator group
requirement. The Metals/Housewares Peer Group is comprised of two component
sets of metal companies and housewares companies, each of which had a market
capitalization of less than $500 million at the start of each of the fiscal
years covered by the graph. This Peer Group is weighted to reflect the
approximate divisions of assets, revenues and earnings between the
Corporation's consumer and food service operations and operations over the past
five years. Accordingly, the housewares component is weighted 75%, and the
metal component 25%.
 
  The housewares component of this Peer Group is comprised of the following
lower market capitalization companies included in the Investor Business Daily
"Housewares" stock price index: Decora Industries, Ekco Group, General
Housewares, Home Products Intl., Libbey, Lifetime Hoan, Mikasa and Syratech.
The metal 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 Metal, Fansteel, Handy & Harman, Kuhlman, Lawson
Products, Oregon Metallurgical, SPS Technologies and Transtechnology.
 
  Because of the recent sale of Camden Wire, the Corporation is no longer in
the metal fabrication business. Accordingly, a more appropriate comparator
group for SEC disclosure purposes going forward is the Housewares Peer Group
component explained above. The Corporation intends to use only this Peer Group
in future performance graph comparisons.
 
  The return values set forth below and plotted on the graph are based on an
initial investment of $100 on January 31, 1992, in the Corporation's Common
Stock, and each of the comparator investment 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 ONEIDA,
     RUSSELL 2000, HOUSEWARES, AND METALS/HOUSEWARES PEER GROUP (25%/75%)
     --------------------------------------------------------------------


                         [GRAPH APPEARS HERE]
 

                          1992      1993     1994      1995      1996      1997
                         ------    ------   ------    ------    ------    ------

ONEIDA LTD               $100.0    $ 86.8   $102.9    $101.7    $121.5    $140.4
RUSSELL 2000             $100.0    $113.2   $134.3    $126.2    $197.5    $260.6
HOUSEWARES PEER GROUP    $100.0    $112.4   $ 88.0    $ 84.3    $ 86.4    $103.5
METALS/HOUSEWARES PEER
  GROUP (25%/75%)        $100.0    $109.5   $ 98.1    $ 93.9    $100.1    $121.1
 
 
                                       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 31, 1998
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 1998 Annual Meeting
must be received by the Corporation no later than December 26, 1997, in order
to be included in the 1998 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 25,
1997 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 25, 1997
 
                                       13
<PAGE>
 
 
 
PROXY                                                             PROXY
 
                    ONEIDA LTD.--ANNUAL MEETING MAY 28, 1997
 
          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 28, 1997, 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: 
   G. Derrico, W. Matthews, R. Anderson 
   and P. Kallet for a three-year 
   term expiring May 31, 2000.

- ----------------------------------------  
                                          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 _________________________________________________________________, 1997
 
  ______________________________________________________________________ (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.


 
 


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