<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 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:
-------------------------------------------------------------------------
(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:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
ONEIDA
ONEIDA LTD., ONEIDA, NY 13421
WILLIAM D. MATTHEWS
Chairman of the Board
April 23, 1999
To Our Stockholders:
You are cordially invited to attend Oneida Ltd.'s 118th Annual Meeting on
May 26, 1999.
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 26, 1999
----------------
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 26, 1999 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
PricewaterhouseCoopers LLP as independent auditors for the fiscal year
ending January 29, 2000; 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 16,
1999 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 23, 1999
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 $3,500.
Proxies and proxy soliciting material were first mailed to stockholders on
or about April 23, 1999.
Only holders of record of the Common Stock of the Corporation as of the
close of business April 16, 1999 are entitled to vote at the Annual Meeting.
As of that date, there were outstanding 16,668,362 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, 1998.
<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. .................. 2,790,704 16.01%
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-
tion 1,736,690 9.98%
Retirement and Security Program..............
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036(2)
Sanford C. Bernstein & Co., Inc. ............ 868,940 5.0%
One State Street Plaza
New York, NY 10004(3)
</TABLE>
- --------
(1) On June 8, 1987, the Corporation established an Employee Stock Ownership
Plan for the benefit of its Oneida Ltd. employees. The individual employee
participants have sole voting power for the shares. The Corporation is the
named fiduciary and administrator of the plan, and a committee appointed
by the Board of Directors has sole dispositive power with regard to the
shares, except that the individual employee participants have dispositive
powers with regard to the shares in the event of a tender offer or any
other offer or option to buy or exchange a significant number of shares in
the trust. Chase Manhattan Bank, N.A., as trustee for the plan, has no
discretionary power over the shares.
(2) The Corporation has received a copy 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 a copy 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."
<PAGE>
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
PricewaterhouseCoopers LLP 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 1999 Annual Meeting, stockholders are being asked to elect four
directors for a three-year term expiring at the 2002 Annual Meeting. An
affirmative vote of the majority of stockholders present in person or by proxy
is necessary for the election of these directors.
Three nominees, Whitney D. Pidot, Raymond T. Schuler and William M. Tuck,
are members of the present Board of Directors and were elected to a three-year
term in 1996. The fourth nominee, J. Peter Fobare, is also a present member of
the Board. Mr. Fobare was elected to a one-year term in 1998.
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.
2
<PAGE>
Nominees for a three-year term expiring May 29, 2002
<TABLE>
<S> <C>
J. Peter Fobare (a)..................... Senior Vice President and
Director since 1998, Age 49 General Manager, Oneida
Consumer Retail Division
Mr. Fobare has held the above position for more than the past five years.
Whitney D. Pidot (d).................... Managing Partner, Shearman &
Director since 1996, Age 55 Sterling Attorneys, New York
Mr. Pidot has been a partner with Shearman & Sterling 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,
Director since 1988, Age 69 President and Chief Executive
Officer, The Business Council
of
New York State, Inc.
From its inception in 1980, Mr. Schuler served as the founding President and
Chief Executive Officer of the Business Council of New York State 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)................. Former President, Crouse-
Director since 1996, Age 63 Hinds
Division of Cooper
Industries, Inc.
Mr. Tuck retired as President of Crouse-Hinds in 1998. He had held that
position for more than the past five years.
Directors continuing in office whose term expires May 30, 2001
William F. Allyn (b) (c)................ President, Welch Allyn, Inc.
Director since 1989, Age 63
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 M&T Bank.
Gregory M. Harden (b) (c)............... President and
Director since 1998, Age 42 Chief Executive Officer,
Harden Furniture Co., Inc.
Mr. Harden has held the above position for the past five years. Mr. Harden
is a director of Daniel Green Co., Inc. and Utica Mutual Insurance Co.
Catherine H. Suttmeier (a).............. Vice President, Secretary and
Director since 1998, Age 42 General Counsel
Ms. Suttmeier has held the above position for more than the past five years.
</TABLE>
3
<PAGE>
Directors continuing in office whose term expires May 31, 2000
<TABLE>
<S> <C>
Georgia S. Derrico (b) (c).............. Chairman of the Board and
Director since 1982, Age 54 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)................. Chairman of the Board
Director since 1973, Age 64
Mr. Matthews, who has been Chairman of the Board for more than the past five
years, was succeeded by Peter Kallet as Chief Executive Officer in December,
1998. Mr. Matthews is a director of Conmed Corporation and Oneida Financial
Corp.
R. Quintus Anderson (b) (c)............. Chairman of the Board,
Director since 1994, Age 68 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.
Peter J. Kallet (a)..................... President and
Director since 1996, Age 52 Chief Executive Officer
Mr. Kallet was elected Chief Executive Officer in December, 1998. He has
served as President and Chief Operating Officer since 1996 and previously
was Senior Vice President and General Manager of the Oneida Foodservice
Division.
</TABLE>
- --------
(a) Member of Executive Committee.
(b) Member of Audit Committee.
(c) Member of Management Development and Executive Compensation Committee.
(d) Of counsel to the Audit Committee and Management Development and Executive
Compensation Committee.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists the Corporation's Common Stock beneficially owned
by the management of the Corporation as of March 31, 1999:
<TABLE>
<CAPTION>
Number of
Name of Beneficial Owner Shares Owned
------------------------ ------------
<S> <C>
William F. Allyn 4,550(1)
R. Quintus Anderson 65,136(1)
Georgia S. Derrico 14,748(1)
Thomas A. Fetzner 48,678(2)(3)
J. Peter Fobare 46,474(2)(3)
Gregory M. Harden 39,544(1)
Peter J. Kallet 60,896(2)(3)
William D. Matthews 238,555(2)(3)(4)
Whitney D. Pidot 2,500(1)
Raymond T. Schuler 7,321(1)
Catherine H. Suttmeier 19,684(2)(3)
Edward W. Thoma 47,645(2)(3)
William M. Tuck 1,800(1)
Nominees for director and directors and officers as a 597,531(1)(2)(3)
group
</TABLE>
Mr. Matthews individually owns more than 1.4% of the Corporation's Common
Stock.
The nominees and directors and officers as a group own 3.4%(1)(2)(3)
- --------
(1) Includes 1,000 shares which as of March 31, 1999 could be acquired within
60 days upon the exercise of options under the 1998 Non-Employee Director
Stock Option Plan.
(2) Includes shares which as of March 15, 1999 could be acquired within 60
days upon the exercise of options in the following amounts: T. Fetzner -
24,000; J. P. Fobare - 23,780; P. Kallet - 17,234; W. Matthews - 34,599;
C. Suttmeier - 9,413; and E. Thoma - 26,309.
(3) Includes shares held indirectly through the Corporation's Employee Stock
Ownership Plan in the following amounts: T. Fetzner - 4,787; J. P. Fobare
- 6,145; P. Kallet - 10,059; W. Matthews - 14,314;. C. Suttmeier - 3,862;
and E. Thoma - 6,689.
(4) Mr. Matthews also owns 390 shares of Oneida Ltd. 6% Preferred Stock.
Meetings of the Board of Directors and Standing Committees
During the past fiscal year, the Board of Directors held nine meetings. All
directors except R. Quintus Anderson 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 on four
occasions. 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. 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.
5
<PAGE>
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.
Pursuant to the 1998 Non-Employee Directors Stock Option Plan, each non-
employee member of the Board of Directors is granted an option to purchase
1,000 shares of the Corporation's Common Stock at each Annual Meeting of
Stockholders. All director options have a per share exercise price equal to
the fair market value of the shares on the date of grant. Director options
automatically vest and become exercisable upon the earlier of (i) twelve
months from date of grant or (ii) the Annual Meeting of Stockholders which is
immediately following the Annual Meeting of the grant of the applicable
director option. All director options expire ten years from date of grant.
Retiring non-employee directors who serve ten years or more on the Board
continue to receive their retainer for ten years following their retirement.
Non-employee directors who retire with five to ten years of service receive
50% of their annual retainer for the ten-year period after retirement.
6
<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
Officers(/1/) and each of the Corporation's four other most highly compensated
executive officers.
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
--------------------------------------------------- ----------- --------------------
Name and Restricted
Principal Cash Stock Other Annual Stock Options LTIP All Other
Position Year Salary Incentive Incentive(/2/) Compensation Awards(/3/) # Payouts(/4/) Compensation(/5/)
--------- ---- -------- --------- -------------- ------------ ----------- ------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
William D. Mat-
thews 1998 $289,197 $263,050 $0 $0 $0 15,000 $0 $4,687
Chairman &
CEO(/1/) 1997 278,720 210,595 164,580 0 89,015 15,000 0 5,668
1996 268,893 105,420 91,523 0 40,360 0 0 5,218
Peter J. Kallet 1998 260,000 189,030 12,543 0 35,624 25,000 0 4,830
President &
CEO(/1/) 1997 240,000 258,270 65,937 0 89,015 15,000 0 5,908
1996 203,333 153,020 0 0 40,360 0 0 4,712
J. Peter Fobare 1998 179,776 58,100 0 0 0 17,500 0 4,381
Senior Vice
President 1997 169,600 82,825 0 0 0 9,000 0 5,267
and General Man-
ager, 1996 160,000 69,175 0 0 0 0 0 4,232
Consumer Retail
Division
Edward W. Thoma 1998 139,310 50,800 0 0 0 12,500 0 3,654
Senior Vice
President, 1997 133,592 66,260 0 0 0 7,500 0 4,653
Finance 1996 129,229 55,340 0 0 0 0 0 3,206
Thomas A. Fetzner 1998 120,490 63,500 0 0 0 12,500 0 2,964
Vice President
and 1997 115,856 66,260 0 0 0 5,000 0 3,715
Corporate Con-
troller 1996 111,400 55,082 0 0 0 0 0 2,923
Catherine H.
Suttmeier 1998 120,000 63,500 0 0 0 12,500 0 3,253
Vice President, 1997 100,000 66,260 0 0 0 5,000 0 4,146
Secretary and 1996 90,000 55,340 0 0 0 0 0 2,838
General Counsel
</TABLE>
- --------
(1) Mr. Kallet was elected to succeed Mr. Matthews as Chief Executive Officer
on December 18, 1998. Mr. Matthews remains Chairman of the Board and Mr.
Kallet retains the position of President of the Corporation.
(2) Mr. Matthews was awarded 6,240 shares of stock for 1997 and 4,914 shares
for 1996, and Mr. Kallet was awarded 900 shares for 1998 and 2,500 shares
for 1997, pursuant to the incentive plan based on three-year performance
of the Corporation's Common Stock, as described below on page 12; shares
are valued at the market price on the date of allocation.
(3) Mr. Kallet was awarded 2,556 shares of Common Stock for 1998 and Messrs.
Matthews and Kallet each were awarded 3,375 shares for 1997 and 2,167
shares for 1996, based on the Corporation's performance, pursuant to the
incentive plan for the chief executive and chief operating officers,
which is described below on page 12.
(4) LTIP: Long-Term Incentive Payments.
(5) This category included (i) allocation of shares to the Employee Stock
Ownership Plan as follows: for 1998, W. Matthews - 137; P. Kallet - 142;
J.P. Fobare - 127; E. Thoma - 113; T. Fetzner - 92; and C. Suttmeier -
103; for 1997, W. Matthews - 203; P. Kallet - 212; J.P. Fobare - 188; E.
Thoma - 165; T. Fetzner - 130; and C. Suttmeier - 146; and for 1996, W.
Matthews - 228; P. Kallet - 238; J.P. Fobare - 213; E. Thoma - 187; T.
Fetzner - 144; and C. Suttmeier - 140; shares are valued at the market
price on the dates of allocations; and (ii) the Corporation's matching
contributions to the executives' 401(k) savings plans; the Corporation's
contributions for Messrs. Matthews, Kallet, Fobare, Thoma and Fetzner and
Ms. Suttmeier for 1998 were $500 and for 1997 and 1996 were $250.
7
<PAGE>
Stock Options
The following table contains information concerning the grant of stock
options under the Corporation's 1998 Stock Option Plan to the Corporation's
Chief Executive Officers and each of the Corporation's four other most highly
compensated executive officers as of the end of the past fiscal year.
OPTION GRANTS IN PAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------------------
Potential Realizable
% of Total Value at Assumed
Shares Options Annual Rates of
Underlying Granted to Exercise Stock Price
Options Employees in or Base Expiration Appreciation for
Name Granted Fiscal Year Price (S/Sh) Date Option Term
---- ---------- ------------ ------------ ---------- ---------------------
5%($) 10%($)
---------- ----------
<S> <C> <C> <C> <C> <C> <C>
W. Matthews............. 15,000 5 $21.88 2008 206,400 523,100
P. Kallet............... 25,000 8.4 21.88 2008 344,000 871,800
J. P. Fobare............ 17,500 5.9 21.88 2008 240,800 610,200
E. Thoma................ 12,500 4.2 21.88 2008 172,000 435,900
T. Fetzner.............. 12,500 4.2 21.88 2008 172,000 435,900
C. Suttmeier............ 12,500 4.2 21.88 2008 172,000 435,900
</TABLE>
Note: The 1998 Stock Option Plan provides for grants of Common Stock options
to executive officers and key employees of the Corporation and its
subsidiaries. The exercise price for shares granted is the market value of the
shares on the date of the grant. The exercise price may be paid by cash; from
time to time payment has been allowed in other forms, including by exchange of
Common Stock of the Corporation previously held by the executive. The vesting
schedule as well as the term during which an option may be exercised are
established at the time of the grant.
The following table sets forth information with respect to the named
executives concerning the exercise of options during the past fiscal year and
unexercised options held at the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN PAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End(#) FY-End($)
------------- ---------------
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
---- ----------- ----------- ------------- ---------------
<S> <C> <C> <C> <C>
W. Matthews(1)..... 6,002 $112,906 34,599/0 $ 218,042/0
P. Kallet.......... 10,950 214,631 17,234/35,801 172,021/128,137
J.P. Fobare........ 4,491 90,309 23,780/24,701 227,133/83,424
E. Thoma........... 6,600 54,054 26,309/18,500 248,712/69,510
T. Fetzner......... 4,500 91,980 24,000/18,500 216,690/69,510
C. Suttmeier....... 0 0 9,413/18,500 93,240/69,510
</TABLE>
- --------
(1) Mr. Matthews retired January 30, 1999. Under the terms of the plan, all
options previously granted to him vested on that date, beginning three-
month, six-month and twelve-month periods in which they must be exercised.
8
<PAGE>
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............................... $ 8,840 $17,680 $ 26,521 $ 35,361
120,000............................... 10,741 21,482 32,223 43,964
150,000............................... 13,591 27,182 40,773 54,364
200,000............................... 18,340 36,681 55,022 73,363
300,000............................... 27,841 55,682 83,523 111,364
400,000............................... 37,340 74,680 112,021 149,361
500,000............................... 46,840 93,681 140,522 187,363
</TABLE>
Compensation covered by the plan includes base 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 annual compensation 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--29 years, P.
Kallet--31 years, J. P. Fobare--26 years, E. Thoma--20 years, T. Fetzner--12
years, and C. Suttmeier--16 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.
Change in Control Agreements
The Corporation has entered into Change in Control Agreements with executive
officers as follows: with Mr. Thoma and Mr. Fetzner dated July 26, 1989; with
Ms. Suttmeier dated March 29, 1995; and with Mr. Kallet and Mr. Fobare 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 or her
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," as such 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 clauses (A), (C) or (D) of this Section) whose election by the
Board of Directors or nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds ( 2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof; (C)
the stockholders of the Corporation approve a merger or consolidation of the
Corporation with any other company, other than (1) a merger or consolidation
which would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Corporation or such surviving entity outstanding immediately after such
merger or consolidation or (2) a merger or consolidation effected to implement
a
9
<PAGE>
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 Employee Security Plan benefits.
10
<PAGE>
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.
This Compensation Committee report provides the policies and philosophy
underlying decisions regarding executive compensation for 1998 and how they
affected Mr. Matthews and Mr. Kallet, in particular, and in general Messrs.
Fobare, Thoma and Fetzner and Ms. Suttmeier--the four executive officers other
than Messrs. Matthews and Kallet who for 1998 were the Corporation's most
highly paid executive officers.
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.
Executives other than the named executive officers 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 executives' total compensation was
earned through incentives. In less profitable years, less or no incentive
compensation is paid.
Annual compensation for Oneida's executive management consists of three
elements:
1.Salary -- In general, salaries are influenced by compensation paid to
executives of corporations with similar revenues and scopes of operation.
Within that framework, individual salaries reflect personal contribution
and performance as well as experience and years of service. In evaluating
an executive's personal contribution and performance, the Corporation
considers the individual's contribution to the overall performance of the
Corporation or division; effectiveness in budget management; performance in
assigned special projects; and managerial ability.
2.Annual Cash Incentive -- These annual incentive payments are tied
directly to corporate or business unit performance:
a.Corporate -- For executives with corporate responsibilities, their
incentive measurements for 1998 were Return on Equity and Income before
Taxes. These two factors reflect the Corporation's relative emphasis on
return and growth; and
b.Other -- For 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 stockholders. 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.
11
<PAGE>
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; and
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 1998 Compensation
SEC regulations require the Compensation Committee to discuss its basis for
decisions affecting the chief executive's 1998 compensation in relation to the
Corporation's performance during the past fiscal year. As noted above, Mr.
Kallet was elected to succeed Mr. Matthews as Chief Executive Officer on
December 18, 1998. The compensation provisions discussed below cover both Mr.
Matthews and Mr. Kallet.
The Compensation Committee's general approach in setting the chief
executive's annual compensation seeks to reflect compensation levels of other
corporations 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 the chief
executive 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 corporations 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.
The incentive programs have had the effect of more directly tying
compensation to the Corporation's performance. As a result, overall
compensation for the chief executives fell last year as performance dropped
below the levels achieved 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
Chief Executive Officer and Chief Operating Officer 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.
Messrs. Matthews' and Kallet's 1998 incentive under this plan was based on
achieving 62 percent of the plan's performance goals.
The remainder of Messrs. Matthews' and Kallet's performance-based
compensation for 1998 derived from the plan for the Chief Executive Officer
and Chief Operating Officer which provides for annual cash incentives as well
as restricted stock awards based on corporate performance during the preceding
fiscal year. The features of this plan are:
1.Payouts are based on a formula of 50 percent Return on Equity and 50
percent Income before Taxes, reflecting the Corporation's present relative
emphasis on return and growth;
2.The plan incorporates base or platform performance objectives which
must be met before any payments are made. These performance objectives are
set for a two-year period. They are based on goals for good performance,
rather than levels which happen to be attainable in a given year; and
3.In years when performance goals are met, in addition to their cash
incentive, the Chief Executive Officer and Chief Operating Officer 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.
Messrs. Matthews' and Kallet's cash and stock incentives under this plan
were based on achieving 73 percent of the plan's target amount.
12
<PAGE>
In 1998, Mr. Matthews' salary reflects an increase of less than 4 percent
and Mr. Kallet's salary reflects an increase of 8.3 percent in comparison with
the preceding year. The chief executives' overall compensation for 1998,
however, reflects the awards provided in their performance-based incentives.
As such, it is directly related to the performance of continuing operations of
the Corporation during the past fiscal year, which fell below levels achieved
in the previous year.
Messrs. Matthews and Kallet, with other Corporation executives, participate
in the stock option program discussed above.
During the past fiscal year, Mr. Matthews exercised stock options granted
him in 1993 and 1997. Mr. Kallet exercised stock options granted him in 1988
and 1989. 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 their continued employment with the Corporation. Thus, the amount
realized by Messrs. Matthews and Kallet 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
Georgia S. Derrico, Chairman
William F. Allyn
R. Quintus Anderson
Gregory M. Harden
Raymond T. Schuler
William M. Tuck
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Pidot sits in on the Compensation Committee by invitation as counsel.
1994-1999 Stockholders' Return Graph
The following line graph compares the cumulative total stockholder return of
the Corporation's Common Stock with returns for the Russell 2000 Index and a
"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 ("SEC") require such a total stockholder return comparison
using both a broad-based stock price index and a line-of-business comparator
group. The composite of the Russell 2000 Index meets the broad-based stock
price index requirement, which permits market capitalization to be a factor.
The median market capitalization of the Russell 2000 Index companies was
slightly under $500 million as of the last reconstitution of the index. The
Corporation's average start-of-year market capitalization for each year in the
five-year performance period was $223 million.
The "Housewares Peer Group" is comprised of those companies, currently
included in the Investors Business Daily "Housewares" stock price index, which
had market capitalizations of less than $750 million at the start of each of
the fiscal years covered by the graph. These companies are: Decora Industries,
Ekco Group, General Housewares, Home Products Intl., Libbey, Lifetime Hoan and
Mikasa.
The return values set forth below and plotted on the graph are based on an
initial investment of $100 on January 31, 1994, in the Corporation's Common
Stock, and each of the two comparator investment groups, with all dividends
treated as reinvested, and each component company within an investment group
weighted by its start-of-year market capitalization.
COMPARISON OF FIVE-YEAR
CUMULATIVE TOTAL RETURN AMONG ONEIDA LTD.,
RUSSELL 2000 AND HOUSEWARES PEER GROUP
--------------------------------------
<TABLE>
<CAPTION>
---------------------------------------------------------
1/31/94 1/31/95 1/31/96 1/31/97 1/31/98 1/31/99
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ONEIDA LTD. $100.0 $98.9 $118.1 $136.5 $330.1 $177.7
- ----------------------------------------------------------------------------------------
RUSSELL 2000 $100.0 $94.0 $122.1 $145.3 $171.5 $172.1
- ----------------------------------------------------------------------------------------
HOUSEWARES PEER GROUP $100.0 $96.6 $91.3 $106.4 $129.9 $103.3
- ----------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
APPROVAL OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has recommended the
appointment of PricewaterhouseCoopers LLP as independent certified public
accountants. The Board of Directors of the Corporation has appointed
PricewaterhouseCoopers LLP for the purpose of auditing the Corporation's
accounts for the fiscal year ending January 29, 2000 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
PricewaterhouseCoopers LLP. 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 PricewaterhouseCoopers LLP will attend the Annual
Meeting with the opportunity to make a statement and to answer questions from
stockholders.
STOCKHOLDER PROPOSALS
Pursuant to new amendments to Rule 14a-4(c) of the Securities Exchange Act
of 1934, as amended, if a stockholder who intends to present a proposal at the
2000 Annual Meeting of Stockholders does not notify the Corporation of such
proposal on or prior to March 8, 2000, then management proxies will be allowed
to use their discretionary voting authority to vote on the proposal when the
proposal is raised at the Annual Meeting, even though there is no discussion
of the proposal in the 2000 proxy statement.
Notwithstanding the above, in order to be included in the Corporation's
proxy statement relating to the 2000 Annual Meeting, proposals of stockholders
intended to be presented to the Corporation's 2000 Annual Meeting of
Stockholders must be received at the Corporation's principal executive offices
not later than December 27, 1999.
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 30,
1999 including audited financial statements is included with this mailing.
By Order of the Board of Directors
/s/ Catherine H. Suttmeier
Catherine H. Suttmeier
Secretary
Oneida, New York
April 23, 1999
15
<PAGE>
ONEIDA LTD. - ANNUAL MEETING MAY 26, 1999
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, PETER J. KALLET and GEORGIA S. DERRICO, as Proxies of the
undersigned with full power of substitution and revocation, to vote all shares
of the stock of Oneida Ltd. which the undesigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of Oneida Ltd. to be
held May 26, 1999, 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 ON REVERSE SIDE
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
ONEIDA LTD.
May 26, 1999
\/ Please Detach and Mail in the Envelope Provided \/
Please mark your
[X] votes as in this
example.
FOR WITHHELD
ELECTION of the following Nominees:
nominees as directors for [_] [_] J.P. Fobare
a three-year term expiring W. Pidot
May 29, 2002; R. Schuler
W. Tuck
FOR ALL EXCEPT as indicated to the contrary below:
- -------------------------------------------------
FOR AGAINST ABSTAIN
2. TO VOTE on the proposal to approve the
appointment of the PricewaterhouseCoopers [_] [_] [_]
LLP 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).
IMPORTANT: please sign, date, and return this Proxy promptly in the accompanying
envelope.
Signature: Date: Signature: Dated: , 1999
------------ ------ ------------ --------
NOTE: The signature should exactly correspond with the name or names in which
the stock is registered as shown above. If jointly owned, both signatures are
required.
