<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
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
OWENS-CORNING FIBERGLAS CORPORATION
(Name of Registrant as Specified In Its Charter)
OWENS-CORNING FIBERGLAS CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
OWENS-CORNING FIBERGLAS CORPORATION Notice Of Annual
Meeting Of
Stockholders And
Proxy Statement
TIME:
Thursday, April 21, 1994
2 P.M.
PLACE:
Swasey Chapel
Denison University
Granville, Ohio
[LOGO OF OWENS CORNING]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Notice of Annual Meeting................................................. 1
General Information...................................................... 3
Proposal 1. Election of Directors........................................ 3
Biographies of Nominees and Continuing Directors....................... 5
Stock Ownership of Management.......................................... 8
Committees and Meetings of the Board of Directors...................... 9
Directors' Compensation................................................ 10
Transactions with the Company.......................................... 11
Compensation Committee Report on Executive Compensation................ 11
Executive Compensation................................................. 13
Retirement Benefits.................................................... 15
Employment and Severance Agreements.................................... 16
Performance Graph...................................................... 17
Proposal 2. Selection of Independent Public Accountants.................. 17
Other Matters............................................................ 17
</TABLE>
NOTE: NO PARKING IS AVAILABLE AT DENISON UNIVERSITY
Parking is available at these Owens-Corning facilities:
. NEWARK PLANT--Located in Newark, Ohio. Take Route 16 to Hudson Ave.
exit; north on Hudson Ave. to Shields St.; east on Shields St. to
plant. Shuttle buses will be provided beginning at 12:45 P.M.
. OWENS-CORNING SCIENCE AND TECHNOLOGY CENTER--Located on Route 16
approximately 1 mile south of Granville, Ohio. Shuttle buses will
be provided beginning at 1:00 P.M.
Tours of these facilities are available immediately following the Annual
Meeting of Stockholders. You may register for these tours at the
Registration Desk at Swasey Chapel prior to the meeting.
--------------------------------------------------------------------------
[Map appears here]
<PAGE>
OWENS-CORNING FIBERGLAS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 21, 1994
The annual meeting of stockholders of OWENS-CORNING FIBERGLAS CORPORATION
will be held at Swasey Chapel, Denison University, Granville, Ohio, on
Thursday, April 21, 1994 at 2:00 o'clock P.M. (See map on prior page for
parking and transportation information.)
The meeting will be held for the following purposes:
1. To elect three directors to serve until the 1997 Annual Meeting of
Stockholders and until their successors are elected and qualified;
2. To consider a proposal to approve the action of the Board of Directors
in selecting Arthur Andersen & Co. as independent public accountants for
the Company for the year 1994; and
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on February 22, 1994 are
entitled to vote at the meeting. A list of the stockholders entitled to vote at
the meeting will be available at the Company's Science and Technology Center,
2790 Columbus Road, Route 16, Granville, Ohio, for a period of at least ten
days prior to the meeting.
By Order of the Board of Directors,
WILLIAM W. COLVILLE
Secretary
Toledo, Ohio
March 24, 1994
IN ORDER TO ASSURE THE PRESENCE OF A QUORUM, PLEASE DATE, SIGN, VOTE AND
RETURN PROMPTLY THE ENCLOSED PROXY IF YOU WILL BE UNABLE TO ATTEND THE MEETING.
RETURN PROXIES TO: OWENS-CORNING FIBERGLAS CORPORATION, P.O. BOX 24523, CHURCH
STREET STATION, NEW YORK, NEW YORK 10242-4523.
<PAGE>
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished by the Board of Directors of Owens-Corning
Fiberglas Corporation in connection with the solicitation of proxies to be used
at the 1994 Annual Meeting of Stockholders (the "Annual Meeting"), which is
scheduled to take place on April 21, 1994 at 2:00 P.M., Swasey Chapel, Denison
University, Granville, Ohio. This proxy statement and a proxy are scheduled to
be mailed to stockholders commencing on March 24, 1994.
You can ensure that your shares are voted at the Annual Meeting by
completing, signing, dating and returning the enclosed proxy form in the
envelope provided. Sending in a signed proxy will not affect your right to
attend the meeting and vote. A stockholder who submits a proxy may revoke it at
any time before it is exercised by voting in person at the Annual Meeting,
submitting another proxy bearing a later date, or notifying the Inspectors of
Election in writing of the revocation.
MAJOR STOCKHOLDERS
Based on Schedule 13G filings, the Company's largest stockholders as of
December 31, 1993 were:
<TABLE>
<CAPTION>
NAME ADDRESS SHARES %
---- ------- ------ -
<S> <C> <C> <C>
2907 Two Houston Center 3,550,229(1) 8.2%
Fayez S. Sarofim and related entities Houston, TX 77010
</TABLE>
- --------
(1) Sole voting and dispositive power over 400,000 shares (less than 1%),
shared voting power over 2,573,610 shares (5.9%) and shared dispositive
power over 3,150,229 shares (7.3%).
In addition, as of February 22, 1994 (the "Record Date"), Owens-Corning
employees, including officers, beneficially owned 5,471,372 shares (12.6%) of
the Company's Common Stock under the Company's Savings and Deferral Investment
Plan and Savings and Security Plan.
PROPOSAL 1. ELECTION OF DIRECTORS
Owens-Corning's Board of Directors currently is composed of eleven directors,
divided into three classes. Directors' terms of office are for three years and
expire on a staggered basis at the Company's annual meeting of stockholders.
The directors whose terms expire at the Annual Meeting are: Norman P. Blake,
Jr., Charles E. Exley, Jr., W. Ann Reynolds and Peter L. Scott. Mr. Exley, a
director since 1988, and Mr. Scott, a director since 1988 and from 1983 to
1986, have each elected to retire from the Board at the Annual Meeting. As a
result, effective as of the Annual Meeting, the Board of Directors has reduced
the size of the Board to nine directors.
The Board of Directors has nominated Mr. Blake and Dr. Reynolds for
reelection at the Annual Meeting at the recommendation of the Board's Corporate
Governance Committee, which consists solely of outside directors. In addition,
in order to equalize the size of each class of directors as nearly as possible,
Jon M. Huntsman, Jr., who is currently serving as a director of the Company
(term expiring 1995), has been nominated for election at the Annual Meeting. In
the event Mr. Huntsman is not elected, he will continue to serve as a director
until the expiration of his current term, and only two directors will be
elected at the Annual Meeting.
Biographies of each nominee for director and each director whose term
continues past the Annual Meeting follow this section.
3
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 1.
Unless a stockholder specifies otherwise, the proxies received in response to
this solicitation will be voted in favor of the election of the three nominees
for director. Should any of these nominees become unable to accept nomination
or election, the proxies will be voted for the other people named and any
substitute nominees, unless the stockholder specifically votes otherwise. The
Board of Directors now knows of no reason why any nominee will be unable to
serve as a director.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. Each person elected at the Annual Meeting will serve until the 1997
annual meeting of stockholders and until his or her successor is duly elected
and qualified.
4
<PAGE>
Nominees for Election as Director--term expiring 1997
[Photo appears here] NORMAN P. BLAKE, JR., 52. Chairman of the Board, Chief
Executive Officer and President of USF&G Corporation,
insurance and financial services, Baltimore, MD. Direc-
tor since 1992.
A graduate of Purdue University, Mr. Blake became
Chairman, Chief Executive Officer and President of
USF&G in 1990 after serving as Chairman and Chief Exec-
utive Officer of Heller International Corporation of
Chicago, a subsidiary of Fuji Bank, Ltd. of Tokyo, Ja-
pan.
Mr. Blake is a director of Enron Corporation and a mem-
ber of the American Insurance Association and the Board
of Trustees of Calvert Hall College. He is also Chair-
man of Purdue University's Parents' Advisory Council
and a member of the Purdue Research Foundation and Pur-
due University's President's Council and Dean's Advi-
sory Council, Krannert School of Management and School
of Liberal Arts.
[Photo appears here] JON M. HUNTSMAN, JR., 33. Vice Chairman of Huntsman
Chemical Corporation, manufacturer of petrochemicals,
Salt Lake City, UT. Director since 1993.
A graduate of The University of Pennsylvania, Mr.
Huntsman served as U.S. Ambassador to Singapore from
1992 through June 1993. From 1989 through 1992, he held
positions as Deputy Assistant Secretary of Commerce in
the International Trade Administration and Deputy As-
sistant Secretary of Commerce for East Asian and Pa-
cific Affairs.
Mr. Huntsman is a director of Valassis Communications
and Huntsman Corporation. He also is a member of the
Council of American Ambassadors, the Asia Society, and
the Council on Foreign Relations, and a director of
Washington's Center for Strategic and International
Studies' Pacific Forum. He also serves on the National
Advisory Board of the University of Utah School of
Business and as a director of the Center for Contempo-
rary German Studies at Johns Hopkins University.
[Photo appears here] W.ANN REYNOLDS, 56. Chancellor of City University of
New York, New York, NY. Director since 1993.
A graduate of Kansas State Teachers College and the
University of Iowa, Dr. Reynolds became Chancellor in
September 1990. Previously, she served eight years as
Chancellor of the twenty-campus California State Uni-
versity system.
Dr. Reynolds is a member of the American Association
for the Advancement of Science, the American Associa-
tion of Anatomists, the American Board of Medical Spe-
cialties, the Society for Gynecological Investigation,
and the Perinatal Research Society.
5
<PAGE>
Incumbent Directors--term expiring 1995*
[Photo appears here] WILLIAM W. BOESCHENSTEIN, 68. Retired Chairman of the
Board and Chief Executive Officer of Owens-Corning. Di-
rector since 1967.
Mr. Boeschenstein served in the Army Air Corps from
1944-46, graduated from Yale University in 1950, and
joined Owens-Corning immediately after college. He held
numerous positions in his 40-year career with Owens-
Corning.
Mr. Boeschenstein is a director of FMC Corporation and
The Prudential Insurance Company of America. He is also
a member of the Business Council and a trustee of the
Toledo Museum of Art, Rutherford B. Hayes Presidential
Center and the St. Vincent Medical Center.
[Photo appears here] LANDON HILLIARD, 54. Partner, Brown Brothers Harriman &
Co., private bankers, New York, NY. Director since
1989.
A graduate of the University of Virginia, Mr. Hilliard
began his career at Morgan Guaranty Trust Co. of N.Y.
He became a partner at Brown Brothers Harriman in 1974.
Mr. Hilliard is a director of the Norfolk Southern Cor-
poration. He is also Chairman of the Board of Trustees
of the Provident Loan Society of New York and Secretary
of The Economic Club of New York.
[Photo appears here] GLEN H. HINER, 59. Chairman of the Board and Chief Ex-
ecutive Officer, Owens-Corning. Director since 1992.
A graduate of West Virginia University, Mr. Hiner spent
35 years of his professional career at the General
Electric Company, eventually becoming Senior Vice Pres-
ident and head of GE Plastics. He was elected Chairman
and CEO of Owens-Corning in January, 1992.
Mr. Hiner is a director of Dana Corporation.
- --------
*Mr. Huntsman, a nominee for election at the Annual Meeting, is currently a
director in this class. If not elected, he will continue as a director in
this class.
6
<PAGE>
Incumbent Directors--term expiring 1996
[Photo appears here] W. WALKER LEWIS, 49. Managing Director, Kidder, Peabody
& Co. Inc., investment banking and brokerage firm, New
York, NY, effective April 1, 1994. Director since 1993.
Most recently, Mr. Lewis served as President, Avon U.S.
and Executive Vice President, Avon Products, Inc. Prior
to March, 1992, Mr. Lewis was Chairman of Mercer Man-
agement Consulting, Inc., a wholly-owned subsidiary of
Marsh & McLennan, which is the successor to Strategic
Planning Associates, a management consulting firm he
founded in 1972.
Mr. Lewis is a graduate of Harvard College, where he
was President and Publisher of the Harvard Lampoon. Mr.
Lewis is a member of the Council on Foreign Relations,
the Washington Institute of Foreign Affairs and The
Harvard Committee on University Resources.
[Photo appears here] DAVID T. MCGOVERN, 65. Of counsel to and former partner
in Shearman & Sterling, law firm, Paris, France. Direc-
tor since 1989.
A graduate of Yale University and the Columbia Univer-
sity Law School, Mr. McGovern served as Shearman &
Sterling's resident partner in Paris and is admitted in
France as Avocat.
Mr. McGovern is a director of the American Chamber of
Commerce in France, the American Hospital of Paris, the
French-American Foundation and the American Center in
Paris. He also serves as a member of the Supervisory
Board of Columbia Securities N.V. (Holland). In addi-
tion, he is Chairman of the Board of Trustees of the
American University of Paris.
[Photo appears here] FURMAN C. MOSELEY, JR., 59. President, Simpson Invest-
ment Company and Chairman, Simpson Paper Company, manu-
facturer of wood, pulp and paper products, Seattle, WA.
Director since 1983.
After serving in the United States Marine Corps, Mr.
Moseley joined Simpson Paper in 1960, rising to become
Executive Vice President and then Chairman.
Mr. Moseley is a director of Eaton Corporation and the
American Paper Institute.
7
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
The following table shows information concerning beneficial ownership of the
Company's Common Stock on February 22, 1994 by all directors and nominees, by
each of the executive officers named in the Summary Compensation Table on page
13 (the "Named Officers"), and by all directors and executive officers as a
group. With the exception of the ownership of all directors and executive
officers as a group, which represents 1.9%, each ownership shown represents
less than 1% of the shares of Common Stock outstanding.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF BENEFICIAL OWNERSHIP
---- -----------------------
<S> <C>
Norman P. Blake, Jr.......................... 9,000(1)(3)
William W. Boeschenstein..................... 71,000
William W. Colville.......................... 38,026(1)(2)
Charles H. Dana.............................. 82,582(1)(2)
Charles E. Exley, Jr......................... 12,500(1)(3)
Robert D. Heddens............................ 48,153(1)(2)
Landon Hilliard.............................. 13,000(1)
Glen H. Hiner................................ 266,320(1)(2)
Jon M. Huntsman, Jr.......................... --
W. Walker Lewis.............................. 3,000(1)
David T. McGovern............................ 12,000(1)(3)
Furman C. Moseley, Jr........................ 41,850(1)(3)
W. Ann Reynolds.............................. 2,000
Peter L. Scott............................... 4,500(4)
Larry T. Solari.............................. 72,604(1)(2)(4)
All Directors and Executive Officers
(including Named Officers) (23 people)...... 823,141(1)(2)(3)(4)
</TABLE>
- --------
(1) Includes shares which are not owned but are unissued shares subject to
exercise of options, or which will be subject to exercise of options under
Company benefit plans within 60 days after the Record Date, as follows: Mr.
Blake, 2,000; Mr. Colville, 17,000; Mr. Dana, 34,999; Mr. Exley, 10,000;
Mr. Heddens, 22,667; Mr. Hilliard, 10,000; Mr. Hiner, 56,665; Mr. Lewis,
2,000; Mr. McGovern, 10,000; Mr. Moseley, 10,000; Mr. Solari, 34,999; All
Directors and Executive Officers (23), 245,099.
(2) Includes shares over which there is sole voting power, but no investment
power, as follows: Mr. Colville, 11,402; Mr. Dana, 13,898; Mr. Heddens,
13,968; Mr. Hiner, 184,258; Mr. Solari, 13,843; All Directors and Executive
Officers (23), 282,200.
(3) Includes deferred shares over which there is currently no voting or
investment power, as follows: Mr. Blake, 500; Mr. Exley, 2,500; Mr.
McGovern, 1,500; Mr. Moseley, 2,500; All Directors and Executive Officers
(23), 7,000.
(4) Does not include shares of Common Stock held by family members in which
beneficial interest is disclaimed, as follows: 8,200 shares held by Mr.
Scott's spouse; 2,480 shares held by Mr. Solari's spouse and 20 shares held
by his son; All Directors and Executive Officers (23), 10,700.
Each director and executive officer of the Company is required to report to
the Securities and Exchange Commission, by a specified date, transactions
relating to the Company's Common Stock. In December 1993, Mr. Solari, a Named
Officer, reported the sale of 80 shares by one of his children, in which shares
he disclaimed beneficial interest, as well as a number of exempt stock
appreciation right exercises which occurred at various times during 1993.
Because the sale of the 80 shares by the child occurred in late October 1993,
this report should have been filed in November rather than December.
8
<PAGE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has standing audit, compensation, executive, trust
review and corporate governance committees. The Corporate Governance Committee
also serves as a nominating committee. The Board of Directors held 8 meetings
during 1993. All Directors attended at least 75% of the meetings of the Board
and all Committees of the Board of which they were members.
AUDIT COMMITTEE
Charles E. Exley, Jr., Responsible for overseeing financial reporting and
Chairman internal controls. Recommends independent public
accountant to the Board of Directors; reviews sig-
Landon Hilliard nificant accounting policies, accruals, reserves
W. Walker Lewis and estimates made by management; reviews policies
David T. McGovern and procedures for assuring accurate and complete
Peter L. Scott quarterly financial reporting. The Audit Committee
held 3 meetings in 1993.
COMPENSATION COMMITTEE
Peter L. Scott, Chairman Reviews the Company's policies concerning compensa-
tion and benefits for officers and directors; ap-
Norman P. Blake, Jr. proves the salaries and incentive opportunity of
Landon Hilliard all officers of the Company; determines incentive
Furman C. Moseley, Jr. payments for all officers; reviews the compensation
of the Chief Executive Officer. (A report by the
Compensation Committee follows on page 11.) The
Compensation Committee held 3 meetings in 1993.
EXECUTIVE COMMITTEE
Glen H. Hiner, Chairman May exercise the powers of the Board of Directors,
with certain exceptions, in the intervals between
Norman P. Blake, Jr. meetings of the Board. The Executive Committee did
William W. Boeschenstein not meet in 1993.
Furman C. Moseley, Jr.
TRUST REVIEW COMMITTEE
Furman C. Moseley, Jr., Reviews the investment guidelines and funding poli-
Chairman cies applicable to the Company's funded employee
benefit plans and oversees the investment perfor-
William W. Boeschenstein mance of those plans. The Trust Review Committee
Charles E. Exley, Jr. held 1 meeting in 1993.
David T. McGovern
CORPORATE GOVERNANCE COMMITTEE
Landon Hilliard, Chair- Serves as the nominating committee for membership
man to the Board of Directors; advises the other direc-
tors about meeting dates, the agenda and the char-
Norman P. Blake, Jr. acter of information to be presented at Board meet-
W. Walker Lewis ings; reviews plans and personnel for management
Peter L. Scott continuity and development. The Corporate Gover-
nance Committee held 4 meetings in 1993.
9
<PAGE>
DIRECTORS' COMPENSATION
RETAINER AND MEETING FEES--In 1993, the Company paid each director who was
not a Company officer an annual retainer of $23,000. Non-Employee Committee
Chairmen receive an additional retainer of $3,500 each year. In addition, the
Company paid non-employee directors a fee of $1,000 for (a) attendance at one
or more meetings of the Board of Directors on the same day, (b) attendance at
one or more meetings of each Committee of the Board of Directors on the same
day, and (c) for each day's attendance at other functions in which directors
were requested to participate.
A director may elect to defer all or a portion of his or her annual retainer
and fees under the Directors' Deferred Compensation Plan, in which case his or
her account is credited with the number of shares of Common Stock that such
compensation could have purchased on the date of payment. Payments are made in
cash based on the value of the account, which is determined by the then-fair-
market value of Common Stock, after the individual has ceased to be a director.
STOCK PLAN FOR DIRECTORS--The Company maintains a stockholder approved Stock
Plan for Directors, applicable to each director who is not a Company employee.
The plan provides for two types of grants to each eligible director: (1) a one-
time nonrecurring grant of non-transferable options to acquire 10,000 shares of
Common Stock at a per share exercise price of 100 percent of the value of a
share of Common Stock on the date of the grant, and (2) an annual grant of 500
shares of Common Stock on the fourth Friday in April.
Initial grants become exercisable in equal installments over five years from
date of grant, subject to acceleration in certain events, and generally expire
ten years from date of grant. No grant may be made under the plan on or after
the date its term expires, and a director may not receive an annual grant in
the same calendar year he or she receives an initial grant. A director entitled
to receive an annual grant may elect to defer receipt of that grant until he or
she leaves the Board of Directors.
During 1993, Mr. Lewis, Mr. Huntsman and Dr. Reynolds received initial option
grants for 10,000 shares of stock with exercise prices of $39.875 per share,
$46.50 per share and $45 per share, respectively. Messrs. Blake, Boeschenstein,
Hilliard, Exley, McGovern, Moseley and Scott each earned annual 500 share
grants in 1993 valued at $19,800 on the date of grant.
INDEMNITY AGREEMENTS--The Company has entered into an indemnity agreement
with each member of the Board of Directors which provides that if the director
becomes involved in a claim (as defined in the agreement) by reason of an
indemnifiable event (as defined in the agreement), the Company will indemnify
the director to the fullest extent authorized by the Company's by-laws,
notwithstanding any subsequent amendment, repeal or modification of the by-
laws, against any and all expenses, judgments, fines, penalties and amounts
paid in settlement of the claim.
The indemnity agreement also provides that, in the event of a potential
change of control (as defined in the agreement), the director is entitled to
require the creation of a trust for his or her benefit, the assets of which
would be subject to the claims of the Company's general creditors, and the
funding of such trust from time to time in amounts sufficient to satisfy the
Company's indemnification obligations reasonably anticipated at the time of the
funding request.
CHARITABLE AWARD PROGRAM--To recognize the interest of the Company and its
directors in supporting worthy educational institutions and other charitable
organizations, the Company adopted a program in 1993 which permits directors to
nominate up to two organizations to share a contribution of $1 Million from the
Owens-Corning Foundation. These contributions will be made by the Foundation in
ten annual installments after the death of a director. The Company expects to
fund its contributions to the Foundation from the proceeds of life insurance
policies which it maintains on directors, which will ultimately permit recovery
of Company contributions. Directors will receive no financial benefit from this
program, since the charitable deduction and insurance proceeds accrue solely to
the Company.
10
<PAGE>
TRANSACTIONS WITH THE COMPANY
Upon his retirement as an executive officer in 1990, the Company entered into
an agreement with Mr. Boeschenstein providing for his retention as a consultant
for five years. Under this agreement, the Company provides Mr. Boeschenstein
office space and related services plus reimbursement of expenses incurred in
the performance of services for the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
TO THE STOCKHOLDERS OF OWENS-CORNING:
The Compensation Committee (referred to as the "Committee") has the
responsibility for developing compensation policies that are linked with the
Company's strategic business goals. Furthermore, it reviews the Company's
compensation programs to promote the attraction, retention and motivation of a
highly qualified leadership team that will accomplish these goals. The members
of the Committee are independent, non-employee directors.
PHILOSOPHY--The Committee's philosophy is to provide a total pay opportunity
for all jobs that is competitive in the external market and rewards individual
contribution. The key elements of this pay opportunity are base salary, annual
incentive compensation and stock awards described below. In determining
competitive levels, the Committee analyzes information from independent survey
data on comparator companies that are primarily manufacturing firms with
revenues similar to Owens-Corning. Since the Company's market for executive
talent extends beyond its own industry, this survey data includes companies
outside the Dow Jones Building Materials Index referred to later in the
Performance Graph.
In response to the Omnibus Budget Reconciliation Act of 1993, the Committee
has determined that the Company will not make non-deductible payments to named
executive officers whenever possible. As a result, future annual incentive
payments may be deferred for named executive officers until they are deductible
by the Company.
BASE SALARY--Base salary range midpoints for jobs are set at the median of
the comparator companies' actual base pay for corresponding jobs. The
guidelines utilized in determining increases for the Named Officers are the
same as those used for other salaried employees in the United States. Actual
increases are based upon an evaluation of performance, tenure in the job, and
relationship of current pay to the competitive objective with primary
importance being given to performance. As a part of this process, each Named
Officer is assessed annually as to his individual performance in support of the
Company's business objectives. Since base salary increases were determined
early in 1993 for those Named Officers receiving increases, including Mr.
Hiner, all assessments were based on 1992 results in net income and cash
generation, as well as the Company's core values of customer satisfaction,
individual dignity and shareholder value. The financial criteria were of
predominant importance and each was given equal weight. Mr. Hiner received a
base salary of $770,000 for 1993 which is approximately 8% above the base
salary midpoint but is well within the salary range of the position. The other
Named Officers' base salaries were below the salary midpoint, except one who
was approximately 2% above it.
ANNUAL INCENTIVE COMPENSATION--Incentive payment "targets" for the Named
Officers are set at the 75th percentile of the comparator companies' actual
incentive payments. The Corporate Incentive Plan is based upon selected
financial criteria (tied to business objectives) as determined by the
Committee. In 1993, this plan was based 60% on earnings per share and 40% on
net asset turnover. Goals were set for both earnings per share and net asset
turnover which identify the minimum level of business performance at which
funding occurs. The minimum threshold for funding is 25% and in an outstanding
year can exceed 100%, but only 100% could be paid out. The additional amount
over 100% would go to a reserve fund and be available for payment in future
years. The goals are approved by the Committee after thorough review of key
business and economic assumptions for the year. Actual business results
determine the appropriate dollars available for payments.
Each Named Officer's participation in the plan is based upon job level and is
a percentage of base pay. The incentive opportunity for Mr. Hiner is 130% of
base pay and the other Named Officers range
11
<PAGE>
from 100% to 110% of base pay. The individual contribution of each Named
Officer is utilized in determining his payment. The payment made is based upon
how the individual supported the financial results obtained as well as
supporting the Company's core values of customer satisfaction, individual
dignity and shareholder value, with financial results being of predominant
importance. In other words, after determining the funding of the plan and
determining each participant's calculated share based on job level, the
Committee can award a greater or lesser amount based upon their assessment of
the individual's performance. Final funding results and the individual payments
are approved by the Committee. Total payments to all participants cannot exceed
100% of the funds available through the plan.
Mr. Hiner received annual incentive compensation of $700,000 for 1993, which
is higher than the competitive target but less than his total incentive
opportunity. This represented 91% of his base salary and reflects an
approximate upward adjustment of 1% from his calculated share. Two of these
Named Officers received upward adjustments in annual incentive compensation
ranging from 7-8% of their respective calculated share to reflect their
contribution relative to the criteria outlined below while the other two had no
adjustment made to their calculated share. When making incentive compensation
determinations for Mr. Hiner and the Company's other Named Officers, the
Committee focused primarily on the Company's financial performance in 1993,
with specific regard to its substantial improvement in earnings per share and
net asset turnover in 1993. We also reviewed the Company's performance relative
to its core values: customer satisfaction (including increased share in major
markets); individual dignity and efforts to promote diversity throughout the
enterprise; and shareholder value (earnings increased each quarter over the
same quarter in the previous year and stock price increased by 23%). Lastly, we
considered Mr. Hiner's strategic business planning for the Company, including
the recent restructuring.
STOCK AWARDS--Long-term incentives are provided under the Company's Stock
Performance Incentive Plan, which was approved by shareholders in 1992. The
plan allows 2% of the Company's outstanding shares of Common Stock on January 1
of each year to be utilized for stock grants to employees (including the Named
Officers). The Company's objective is to provide awards that result in values
approximating the median of the total long-term incentives provided by the
comparator companies. At Owens-Corning, long-term incentives are comprised of
stock options and restricted stock.
We believe that stock options encourage officers to relate their long-term
economic interests to other shareholders. The 1993 stock options were granted
at fair market value on date of grant and vest over three years. They also have
an exercise period of ten years from date of grant.
Restricted stock represents a small minority of the total grants made and is
utilized to provide continuing incentives to increase value to our shareholders
and as a retention device for certain officers. One Named Officer did not
receive a restricted stock award because the Committee did not feel that an
award was needed for retention. The 1993 grants vest 50% in five years and 50%
in ten years from grant. In deciding who should receive restricted stock
awards, we gave equal consideration to each Named Officer's relative position
and current and expected contribution to the Company.
Past grants or grants outstanding were not considered when making option and
restricted stock awards. The size of the stock awards granted to each of the
Named Officers was based primarily on competitive practice and was generally
targeted to be at the median of long-term incentive values granted by the
comparator companies. Based on the Named Officer's responsibility level, stock
awards consist of a designated number of stock options plus restricted stock
that represents a designated percentage of salary midpoint. Award sizes are
held constant from year to year as long as the total value of the awards is
within the range of the competitive objective. Mr. Hiner was awarded 50,000
stock options (the same as 1992) and 8,000 shares of restricted stock (which is
approximately 12% less than in 1992 due to the appreciation in value of Owens-
Corning stock in the last year).
Respectfully submitted,
Compensation Committee:
Peter L. Scott, Chairman
Norman P. Blake, Jr.
Landon Hilliard
Furman C. Moseley, Jr.
12
<PAGE>
EXECUTIVE COMPENSATION
The following tables disclose compensation received by the Company's Chief
Executive Officer and the four remaining most highly paid executive officers in
1993 for the three years ended December 31, 1993, as well as options granted
and exercised in 1993 and the value of options outstanding at year end.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
- --------------------------------------------- ---------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS AWARD(S) OPTIONS/ COMPENSATION
POSITION YEAR ($) ($) ($)(1) SARS(#)(2) ($)
------------------ ---- ------- ------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Glen H. Hiner(3)........ 1993 770,000 700,000 324,000 50,000 31,794(6)(7)
Chairman and Chief 1992 700,000 455,000 275,625 50,000 31,823(6)(7)
Executive Officer 1991 -- -- -- -- --
Larry T. Solari(4)...... 1993 305,000 250,000 97,200 20,000 2,046,298(7)(8)
Consultant 1992 290,000 150,000 91,875 20,000 10,000(7)
1991 265,000 82,500 88,275 17,000 --(9)
William W. Colville..... 1993 305,000 210,000 -0- 17,000 10,000(7)
Senior Vice President 1992 291,250 135,000 91,875 17,000 10,000(7)
General Counsel and 1991 275,000 78,000 88,275 17,000 --(9)
Secretary
Charles H. Dana(5)...... 1993 275,000 225,000 97,200 20,000 10,000(7)
Executive Vice 1992 254,166 150,000 91,875 20,000 10,000(7)
President 1991 220,000 62,500 88,275 17,000 --(9)
Robert D. Heddens....... 1993 245,000 170,000 97,200 17,000 10,000(7)
Senior Vice President-- 1992 228,333 105,000 91,875 17,000 10,000(7)
Human Resources 1991 203,000 57,500 88,275 17,000 --(9)
</TABLE>
- --------
(1) 50% of the shares received in 1993 will be paid after 5 years, with the
remaining 50% paid after 10 years. Awards made in 1991 vest in 4 years
while awards made in 1992 are paid in equal portions after 5 and 7 years.
Payment is made under an alternate vesting schedule for employees who
retire with the consent of the Compensation Committee. Vesting also
accelerates in the event of death, disability, normal retirement and in
certain other events at the discretion of the Board's Compensation
Committee. The Committee has determined that Mr. Solari's awards will vest
on January 2, 1995. If dividends were paid by the Company, they would be
paid on restricted stock. The number of shares of restricted stock
outstanding at year end and their value based on the year end stock price
of $44.375 for each of the named executives is as follows: Mr. Hiner
183,667 shares, $8,150,223; Mr. Solari 12,300 shares, $545,813; Mr.
Colville 9,900 shares, $439,313; Mr. Dana 12,300 shares, $545,813 and Mr.
Heddens 12,300 shares, $545,813.
(2) One-third of each award becomes exercisable in the first through the third
years following the grant. An alternate vesting schedule applies in the
event of early retirement with consent of the Compensation Committee.
Vesting also accelerates in the event of death, disability, normal
retirement and in certain other events at the discretion of the Board's
Compensation Committee. The Committee has determined that Mr. Solari's
awards will vest on January 2, 1995.
(3) Mr. Hiner became Chairman and Chief Executive Officer on January 23, 1992.
(4) Mr. Solari resigned as Senior Vice President and President--Construction
Products Group on December 31, 1993.
(5) Prior to January 1, 1994, Mr. Dana was Senior Vice President and
President--Industrial Materials Group.
(6) Of Mr. Hiner's numbers, $21,823 and $21,794 was the present value of split-
dollar life insurance premiums paid by the Company which were invested on
his behalf in 1992 and 1993, respectively. Mr. Hiner reimburses the Company
for the portion of the premium which represents term life cost.
13
<PAGE>
(7) Messrs. Hiner, Solari, Colville, Dana and Heddens each had $10,000 of
contributions made to their accounts in the Company's Savings and Deferral
Investment Plan in 1992 and 1993.
(8) Mr. Solari will receive $2,036,298 of this amount when his employment
terminates on January 2, 1995. This amount consists of two years base
salary and average incentive payment ($941,666), a pension supplement
($904,505), a special severance payment ($160,320) and vacation pay
($29,807). The Company's arrangements with Mr. Solari are described under
"Employment and Severance Agreements" on page 16.
(9) Omitted in accord with Securities and Exchange Commission transition rules.
OPTION GRANT TABLE
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
- ----------------------------------------------------------------- ---------------------------
PERCENT
OF TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED
OPTIONS/ TO EXERCISE
SARS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#)(2) YEAR ($/SH) DATE 5% ($) 10% ($)
- ---- ---------- --------- -------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Glen H. Hiner........... 50,000 6.14% $40.50 June 2003 1,275,750 3,219,750
Larry T. Solari......... 20,000 2.46% 40.50 June 2003 510,300 1,287,900
William W. Colville..... 17,000 2.09% 40.50 June 2003 433,755 1,094,715
Charles H. Dana......... 20,000 2.46% 40.50 June 2003 510,300 1,287,900
Robert D. Heddens....... 17,000 2.09% 40.50 June 2003 433,755 1,094,715
All Stockholders........ N/A N/A N/A N/A 1,087,700,800 2,745,149,642
</TABLE>
- --------
(1) The potential realizable value shown for the Named Officers is net of the
option exercise price; the value for "all stockholders" is net of the
Common Stock closing price on the June 16, 1993 option grant date. These
amounts represent assumed rates of appreciation only. Actual gains, if any,
on stock option exercises and Common Stock holdings are dependent on the
future performance of the Company's Common Stock. There is no assurance
that the values shown will be attained.
(2) Options are exercisable ratably over three years from the grant date, and
have a 10 year exercise period. A separate vesting schedule applies in the
event of early retirement with the consent of the Compensation Committee.
The Committee has determined that all of Mr. Solari's options will vest on
January 2, 1995. No stock appreciation rights were granted in 1993.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Aggregated Option/SAR Exercises in 1993, and 12/31/93 Option/SAR Values
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
SHARES AT 12/31/93 OPTIONS/SARS AT
ACQUIRED (#) 12/31/93 ($)(1)
ON VALUE
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---- -------- -------- -------------- -------------------
<S> <C> <C> <C> <C>
Glen H. Hiner.............. -0- -0- 56,665/143,335 1,289,744/2,243,006
Larry T. Solari............ 10,000 319,944 34,999/39,001 727,027/360,723
William W. Colville........ 11,333 229,489 17,000/34,000 323,001/321,585
Charles H. Dana............ 9,960 302,328 34,999/39,001 727,027/360,723
Robert D. Heddens.......... 5,666 132,089 22,667/34,000 422,882/321,584
</TABLE>
- --------
(1) The year end price of the Company's Common Stock was $44.375
14
<PAGE>
RETIREMENT BENEFITS
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS AT
DECEMBER 31, 1993 FOR YEARS OF SERVICE
INDICATED
AVERAGE EARNINGS FROM ---------------------------------------
HIGHEST 3 CONSECUTIVE YEARS OF SERVICE 15 20 25 30 35
-------------------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 300,000............................. 70,637 94,183 117,728 141,274 159,274
500,000............................. 118,637 158,183 197,728 237,274 267,274
700,000............................. 166,637 222,183 277,728 333,274 375,274
900,000............................. 214,637 286,183 357,728 429,274 483,274
1,100,000............................. 262,637 350,183 437,728 525,274 591,274
1,300,000............................. 310,637 414,183 517,728 621,274 699,274
1,500,000............................. 358,637 478,183 597,728 717,274 807,274
</TABLE>
The Company maintains a Salaried Employees' Retirement Plan covering its
salaried employees in the United States, including each of the Named Officers.
This plan is funded totally by the Company and provides monthly pension
benefits primarily on the basis of age at retirement, years of service to the
Company, and average earnings from the highest three complete consecutive
calendar years of service. Covered earnings for a calendar year include base
pay, overtime pay, other wage premium pay and annual incentive bonuses payable
during the year. In 1993, the covered earnings of Messrs. Hiner, Solari,
Colville, Dana and Heddens were: $1,225,000, $455,000, $440,000, $425,000 and
$350,000. The numbers shown differ from the salary and bonus numbers in the
Summary Compensation Table because the table shows bonus earned in 1993 but
payable in 1994 while covered pension earnings include bonus payable in 1993,
but earned in 1992. The credited years of service for these individuals at
year-end 1993 were: 2, 27, 9, 32 and 27.
In addition, the Company has a non-qualified Executive Supplemental Benefit
Plan to pay eligible employees the difference between the maximum benefits
payable under the Salaried Employees' Retirement Plan and those benefits which
would have been payable except for limitations imposed by the Internal Revenue
Code. Messrs. Colville, Solari, Dana and Heddens were eligible to receive
benefits under this plan as of December 31, 1993.
The table above shows estimated annual retirement benefits under the
aggregate of these two plans to those persons with the years of service and
covered compensation indicated, assuming retirement after Social Security
normal retirement age. The amounts of benefits shown assume that a retiree
elects to receive a straight lifetime annuity rather than joint and survivor or
other payments and are not subject to any deduction for Social Security or
other offset amounts.
Upon his employment, the Company entered into an agreement with Mr. Colville
providing for a supplemental pension in the event of termination other than by
reason of death or for cause at or after age 60 or in the event of certain
involuntary terminations prior to age 60. The amount of such supplement at age
60 is based on the amount by which 50% of Mr. Colville's highest rate of base
salary exceeds the sum of the pension payable by any prior employer, the annual
pension payable under the Company's Salaried Employees' Retirement Plan and 50%
of his Social Security benefits.
Mr. Hiner's Employment Agreement calls for him to receive a pension which
will, together with amounts payable under his prior employer's pension plan,
the Company's Salaried Employees' Retirement Plan, and Social Security, total
60% of his "average annual compensation" (the pension he would have obtained
had he remained with his prior employer). His "average annual compensation" is
one third of his highest 36 months of compensation from the Company or his
prior employer.
In 1992, the Company established a Pension Preservation Trust for amounts
payable under its Executive Supplemental Benefit Plan as well as under the
pension arrangements described above. The Compensation Committee determines the
amounts to be paid with respect to the Pension Preservation Trust, which are a
portion of benefits earned under the Executive Supplemental Benefit Plan and
the
15
<PAGE>
pension agreements described above. The amounts contributed in 1993 for each of
the Named Officers, which were reduced for applicable taxes, were Mr. Hiner -0-,
Mr. Solari $53,136, Mr. Colville -0-, Mr. Dana $31,848 and Mr. Heddens -0-.
EMPLOYMENT AND SEVERANCE AGREEMENTS
Mr. Hiner is employed under an agreement which has a renewing term of three
years, ending when he reaches age 65. Under this agreement, Mr. Hiner would
receive a lump sum termination payment equal to 330% of his base salary if he
were to be terminated by the Company without cause, or if he should terminate
his employment for "good reason", as each of the terms is defined in the
agreement. If Mr. Hiner should choose to terminate his employment without "good
reason" before January 1996, he would be obligated to repay the Company from
$225,000 to $600,000, depending upon the date of such termination.
The Company also has entered into severance arrangements with each of the
other Named Officers. These agreements provide for the payment of an amount
equal to two times base salary plus annual incentive bonus (based on an average
of the three previous years' annual incentive payments or the average of the
three previous years' annual incentive targets, whichever is greater), and a
payment equal to the additional lump sum pension payment that would have been
made had the Named Officer been three years older, with three additional years
of service at the time of employment termination. The base salaries as of
December 31, 1993 are as follows: Mr. Hiner $770,000, Mr. Solari $310,000, Mr.
Colville $305,000, Mr. Dana $305,000, and Mr. Heddens $245,000.
Mr. Solari resigned as Senior Vice President and President--Construction
Products Group on December 31, 1993. The Company and Mr. Solari have agreed
that he will remain employed as a consultant to the Company until January 2,
1995, at which time his employment will end and he will receive payments under
the severance agreement described above. In addition, he will receive a special
severance payment of $160,320, a bonus of $170,500 for 1994, and will receive
lump sum pension benefits calculated at rates no less favorable than those in
effect on December 31, 1993. The Company will also vest all stock options and
restricted stock which remain outstanding on January 2, 1995, and such options
will have a three year exercise period.
16
<PAGE>
PERFORMANCE GRAPH
The Securities and Exchange Commission requires that the total return on the
Company's Common Stock be compared with the S&P 500 Stock Index and a peer
group, which is illustrated in the following graph. The stock price performance
shown on the graph is not necessarily indicative of future stock price
performance.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF 5 YEAR CUMULATIVE RETURN
AMONG OWENS-CORNING, THE S&P 500 INDEX
AND THE DOW JONES BLDG. MATERIALS INDEX
<CAPTION>
MEASUREMENT PERIOD [OWENS- S&P DOW JONES
(FISCAL YEAR COVERED) CORNING] 500 INDEX BLDG. MAT'L
- ------------------- ---------- --------- -----------
<S> <C> <C> <C>
Measurement Pt-
12/31/1988 $100 $100 $100
FYE 12/31/1989 $113 $132 $108
FYE 12/31/1990 $ 72 $128 $ 81
FYE 12/31/1991 $101 $166 $109
FYE 12/31/1992 $162 $179 $138
FYE 12/31/1993 $199 $197 $170
</TABLE>
PROPOSAL 2. APPROVAL OF THE ACTION OF THE BOARD OF DIRECTORS IN SELECTING
ARTHUR ANDERSEN & CO. AS INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors upon the recommendation of the Audit Committee has
selected the firm of Arthur Andersen & Co. as independent public accountants
for Owens-Corning for the year 1994. That firm has acted as independent public
accountants for Owens-Corning since 1938. If the stockholders do not approve
this selection, the Board of Directors will select and employ some other firm
of well-known independent public accountants for 1994.
Representatives of Arthur Andersen & Co. are expected to be present at the
Annual Meeting. They will have an opportunity to make a statement if they
desire to do so and are expected to be available to respond to stockholders'
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
Annual Meeting other than those mentioned above. However, if other matters come
before the meeting, it is intended that the holders of the proxies will vote on
them in their discretion.
17
<PAGE>
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
In order to be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 1995 annual meeting of stockholders, a
stockholder proposal must be received by the Secretary of the Company at Owens-
Corning World Headquarters, Fiberglas Tower, Toledo, Ohio, 43659 on or before
November 24, 1994. The Corporate Governance Committee will consider nominees
for the Board recommended by stockholders. Any stockholder desiring to
recommend a nominee should write to the Secretary of the Company at the address
shown above.
ANNUAL REPORT
An annual report including financial statements for the year ended December
31, 1993 has been mailed to all stockholders as of February 22, 1994, the
Record Date for the 1994 Annual Meeting.
FORM 10-K REPORT
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY PERSON WHO WAS A BENEFICIAL
OWNER OF COMMON STOCK ON FEBRUARY 22, 1994 A COPY OF OWENS-CORNING'S ANNUAL
REPORT ON FORM 10-K FOR 1993, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. REQUESTS SHOULD BE ADDRESSED TO DIANE DUNMEADE, INQUIRY DEPARTMENT,
OWENS-CORNING FIBERGLAS CORPORATION, DOCUMENT CENTER 3, 801 WASHINGTON, TOLEDO,
OHIO 43624.
SOLICITATION OF PROXIES
Proxies will be solicited on behalf of the Board of Directors by mail,
telephone, or in person. Solicitation costs will be paid by the Company. Copies
of proxy material and of the Annual Report for 1993 will be supplied to banks,
brokerage houses and other custodians, nominees and fiduciaries for the purpose
of soliciting proxies from beneficial owners. Owens-Corning will reimburse such
parties for their reasonable expenses in this effort.
The Company has employed Georgeson & Co., Inc. to assist in soliciting
proxies at a fee of $12,000, plus distribution costs and other expenses.
VOTING PROCEDURES
All shares represented by duly executed proxies will be voted for the
election of the nominees named above as directors unless authority to vote for
the proposed slate of directors or any individual director has been withheld.
If for any unforeseen reason any of such nominees should not be available as a
candidate for director, the proxies will be voted in accordance with the
authority conferred in the proxy for such other candidate or candidates as may
be nominated by the Board of Directors. With respect to the proposal to approve
the appointment of Arthur Andersen & Co. as the Company's independent
accountants, all such shares will be voted for or against, or not voted, as
specified on each proxy. If no choice is indicated, a proxy will be voted for
the proposal to approve Arthur Andersen & Co. as the Company's independent
accountants. Votes withheld from any director, as well as abstentions, will be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Broker non-votes will also be counted as present for
purposes of determining the presence or absence of a quorum.
VOTING SECURITIES
Stockholders of record at the close of business on February 22, 1994 will be
eligible to vote at the Annual Meeting. The voting securities of Owens-Corning
consist of its $0.10 par value common stock, of which 43,182,982 shares were
outstanding on the Record Date. Each share outstanding on the Record Date will
be entitled to one vote.
18
<PAGE>
Owens-Corning Fiberglas-Proxy Statement-EDGAR version 1994
EDGAR appendix - verbiage for graphic material
MAP on Contents page:
Six and one-quarter by three and one-eighth inch map of Granville,
Ohio area showing major routes north, east, south and west, as well as
marked locations of the Owens-Corning Science and Technology Center and
Newark Plant.
PICTURES of Directors:
One and one-half by one and three-quarter inch photos of each director are
at the left side of his/her biographical information on pages 5,6, and 7.
<PAGE>
[LOGO OF OWENS CORNING]
OWENS-CORNING FIBERGLAS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 21, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
- -----
The undersigned stockholder(s) of Owens-Corning Fiberglas Corporation hereby
appoints GLEN H. HINER, WILLIAM W. BOESCHENSTEIN and FURMAN C. MOSELEY, JR.,
and each of them, with full power of substitution and revocation (the action of
a majority of them or their substitutes present and acting, or if only one be
present and acting then the action of such one, to be in any event
controlling), proxies of the undersigned with all powers which the undersigned
would possess if personally present at the Annual Meeting of Stockholders of
Owens-Corning Fiberglas Corporation to be held April 21, 1994, or any
adjournment thereof, hereby revoking any other proxy heretofore given.
(This proxy will be voted as directed with respect to Items 1 and 2 on the
reverse side and if no direction is given, it will be voted for each of the
proposals referred to.)
- --------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: Please mark comments/address box on reverse.
(Continued and to be dated and signed on reverse side)
<PAGE>
PROXY
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK
------
COMMON
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES NAMED IN ITEM 1 AND FOR THE PROPOSAL REFERRED TO IN ITEM
2.
Item 1--Election of the following nominees as Directors:
Norman P. Blake, Jr.
Jon M. Huntsman, Jr.
W. Ann Reynolds
[_] FOR All Nominees
[_] WITHHELD for All Nominees
WITHHELD for the following only
Write Name(s) _______________________________________
Item 2--Proposal to approve the action of the Board of Directors in selecting
Arthur Andersen & Co. as independent public accountants for the year
1994.
FOR AGAINST ABSTAIN
[_] [_] [_]
Item 3--To act in their discretion on such other matters as may come before
said meeting, or any adjournment thereof.
I PLAN TO ATTEND MEETING [_]
COMMENTS/ADDRESS CHANGE
Please mark if you have comments/address change on reverse side. [_]
Signature(s) _________________________________ Date ________________________
NOTE: Please sign as name appears hereon (if more than one name appears, all
must sign). If signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such.
<PAGE>
[LOGO OF OWENS CORNING]
OWENS-CORNING FIBERGLAS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, APRIL 21, 1994
Savings and Deferral Investment Plan
To Citibank, N.A., Trustee* of the Plan:
Receipt of proxy soliciting material for above meeting is acknowledged. You
are directed to vote the number of shares reflecting my interest in the Plan
on February 22, 1994, the record date for the meeting, and to effect that vote
by executing a proxy in the form solicited by the Board of Directors of Owens-
Corning Fiberglas Corporation, as indicated on the reverse side.
THIS INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN AND RETURN PROMPTLY
THE TRUSTEE OF THE PLAN WILL VOTE SHARES FOR WHICH AN EXECUTED INSTRUCTION
CARD IS NOT RECEIVED IN THE SAME PROPORTION AS THE SHARES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED.
*Chemical Bank has been appointed as Agent to tally the votes.
- -------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: Please mark comments/address box on reverse.
(Continued and to be dated and signed on reverse side)
<PAGE>
- --------------------------------------------------------------------------------
INSTRUCTION CARD
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK
---------------------
SDIP SHARES
Item 1--Election of the following nominees as Directors:
Norman P. Blake, Jr.
Jon M. Huntsman, Jr.
W. Ann Reynolds
[_] FOR All Nominees
[_] WITHHELD for All Nominees
WITHHELD for the following only
Write Name(s) ____________________________________
Item 2--Proposal to approve the action of the Board of Directors in selecting
Arthur Andersen & Co. as independent public accountants for the year
1994.
FOR AGAINST ABSTAIN
[_] [_] [_]
Item 3--To act in their discretion on such other matters as may come before
said meeting, or any adjournment thereof.
I PLAN TO ATTEND MEETING [_]
COMMENTS/ADDRESS CHANGE
Please mark if you have comments/address change on reverse side. [_]
TRUSTEE AUTHORIZATION
I hereby authorize Citibank, N.A., as Trustee* under the Owens-Corning
Fiberglas Corporation Savings and Deferral Investment Plan, to vote the shares
of Owens-Corning Common Stock held for my account under said Plan at the Annual
Meeting, and any adjournment thereof, in accordance with the instructions given
above.
*Chemical Bank has been appointed as Agent to tally the votes.
Date ____________ Signature ____________________________________________________
<PAGE>
[LOGO OF OWENS CORNING]
OWENS-CORNING FIBERGLAS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, APRIL 21, 1994
Savings and Security Plan
To Citibank, N.A., Trustee* of the Plan:
Receipt of proxy soliciting material for above meeting is acknowledged. You
are directed to vote the number of shares reflecting my interest in the Plan
on February 22, 1994, the record date for the meeting, and to effect that vote
by executing a proxy in the form solicited by the Board of Directors of Owens-
Corning Fiberglas Corporation, as indicated on the reverse side.
THIS INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN AND RETURN PROMPTLY
THE TRUSTEE OF THE PLAN WILL VOTE SHARES FOR WHICH AN EXECUTED INSTRUCTION
CARD IS NOT RECEIVED IN THE SAME PROPORTION AS THE SHARES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED.
*Chemical Bank has been appointed as Agent to tally the votes.
- -------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: Please mark comments/address box on reverse.
(Continued and to be dated and signed on reverse side)
<PAGE>
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INSTRUCTION CARD
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK
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SSP SHARES
Item 1--Election of the following nominees as Directors:
Norman P. Blake, Jr.
Jon M. Huntsman, Jr.
W. Ann Reynolds
[_] FOR All Nominees
[_] WITHHELD for All Nominees
WITHHELD for the following only
Write Name(s) _____________________________________
Item 2--Proposal to approve the action of the Board of Directors in selecting
Arthur Andersen & Co. as independent public accountants for the year
1994.
FOR AGAINST ABSTAIN
[_] [_] [_]
Item 3--To act in their discretion on such other matters as may come before
said meeting, or any adjournment thereof.
I PLAN TO ATTEND MEETING
COMMENTS/ADDRESS CHANGE
Please mark if you have comments/address change on reverse side. [_]
TRUSTEE AUTHORIZATION
I hereby authorize Citibank, N.A., as Trustee* under the Owens-Corning Fiberglas
Corporation Savings and Security Plan, to vote the shares of Owens-Corning
Common Stock held for my account under said Plan at the Annual Meeting, and any
adjournment thereof, in accordance with the instructions given above.
*Chemical Bank has been appointed as Agent to tally the votes.
Date ____________ Signature ____________________________________________________
