<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Owens-Corning Fiberglas Corporation
- --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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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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<PAGE>
OWENS-CORNING FIBERGLAS CORPORATION Notice of Annual
Meeting of
Stockholders and
Proxy Statement
TIME:
Thursday, April 20, 1995
2:00 P.M.
PLACE:
The Peristyle
The Toledo Museum of Art
2445 Monroe Street
Toledo, Ohio
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information........................................................ 1
Proposal 1. Election of Directors.......................................... 1
Biographies of Nominees and Continuing Directors......................... 3
Stock Ownership of Management............................................ 6
Committees and Meetings of the Board of Directors........................ 7
Directors' Compensation.................................................. 8
Transactions with Owens-Corning.......................................... 9
Compensation Committee Report on Executive Compensation.................. 9
Executive Compensation................................................... 12
Retirement Benefits...................................................... 14
Employment and Severance Agreements...................................... 15
Performance Graph........................................................ 16
Proposal 2. Selection of Independent Public Accountants.................... 16
Other Matters.............................................................. 16
</TABLE>
<PAGE>
OWENS-CORNING FIBERGLAS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 20, 1995
The annual meeting of stockholders of OWENS-CORNING FIBERGLAS CORPORATION
will be held at The Peristyle, The Toledo Museum of Art, 2445 Monroe Street,
Toledo, Ohio, on Thursday, April 20, 1995 at 2:00 o'clock P.M.
The meeting will be held for the following purposes:
1. To elect four directors to serve until the 1998 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 LLP as independent public accountants for
Owens-Corning for the year 1995; 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 21, 1995 are
entitled to vote at the meeting. A list of the stockholders entitled to vote at
the meeting will be available at the offices of Owens-Corning, Fiberglas Tower,
210 North St. Clair Street, Toledo, Ohio, for a period of at least ten days
prior to the meeting.
By Order of the Board of Directors,
CHRISTIAN L. CAMPBELL
Secretary
Toledo, Ohio
March 23, 1995
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 ("Owens-Corning") in connection with the solicitation of
proxies to be used at the 1995 Annual Meeting of Stockholders (the "Annual
Meeting"), which is scheduled to take place on April 20, 1995 at 2:00 P.M., The
Peristyle, The Toledo Museum of Art, 2445 Monroe Street, Toledo, Ohio. This
proxy statement and a proxy are scheduled to be mailed to stockholders
commencing on March 23, 1995.
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, stockholders holding 5% or more of Owens-
Corning common stock as of December 31, 1994, were:
<TABLE>
<CAPTION>
NAME ADDRESS SHARES %
---- ------- -----------------
<S> <C> <C> <C>
Wellington Management Company 75 State Street 4,797,317(1) 10.8%
Boston, MA 02109
Vanguard/Windsor Fund, Inc. P.O. Box 2600 4,373,100(2) 9.9%
Valley Forge, PA 19482
Franklin Resources, Inc. 777 Mariners Island Blvd. 3,362,182(3) 7.6%
San Mateo, CA 94403
Fayez S. Sarofim and 2907 Two Houston Center 2,908,621(4) 6.6%
related entities Houston, TX 77010
</TABLE>
- --------
(1) Shared dispositive power; shared voting power over 302,033 shares (less
than 1%).
(2) Sole voting and shared dispositive power.
(3) Shared dispositive power; sole voting power over 2,916,782 shares (6.6%)
and shared voting power over 445,400 shares (1%).
(4) Sole voting and dispositive power over 400,000 shares (less than 1%);
shared voting power over 2,058,110 shares (4.7%) and shared dispositive
power over 2,508,621 shares (5.7%).
In addition, as of February 21, 1995 (the "Record Date"), Owens-Corning
employees, including officers, beneficially owned 5,843,764 shares (13%) of
Owens-Corning's common stock under Owens-Corning's Savings and Deferral
Investment Plan (for salaried employees), Savings and Security Plan (for hourly
employees), and UC Industries Retirement/Investment Plan.
PROPOSAL 1. ELECTION OF DIRECTORS
Owens-Corning's Board of Directors currently is composed of ten directors,
divided into three classes. Directors' terms of office are for three years and
expire on a staggered basis at the annual meeting of stockholders.
The directors whose terms expire at the Annual Meeting are: William
Boeschenstein, Landon Hilliard and Glen Hiner. Mr. Boeschenstein, a director
since 1967, will retire from the Board at the Annual Meeting.
1
<PAGE>
The Board of Directors has nominated Mr. Hilliard and Mr. Hiner for
reelection at the Annual Meeting at the recommendation of the Board's Corporate
Governance Committee, which consists solely of outside directors, and has
nominated William W. Colville, Owens-Corning's retired Senior Vice President,
Secretary and General Counsel, to fill the vacancy created by Mr.
Boeschenstein's retirement from the Board. In addition, Sir Trevor Holdsworth,
who is currently serving as a director of Owens-Corning (term expiring 1996),
has been nominated for election at the Annual Meeting. In the event he is not
elected, he will continue to serve as a director until the expiration of his
current term, and only three 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.
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 four nominees
for director. Should any of these nominees become unable to accept nomination
or election, the proxies will be voted for the other nominees 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 1998
annual meeting of stockholders and until his or her successor is duly elected
and qualified.
2
<PAGE>
Nominees for Election as Directors--term expiring 1998
[PHOTO] WILLIAM W. COLVILLE, 60. Legal consultant to and for-
merly Senior Vice President, General Counsel and Secre-
tary of Owens-Corning. Nominee for Director.
A graduate of Yale University and the Columbia Univer-
sity Law School.
Mr. Colville is a director of Nordson Corporation.
[PHOTO] LANDON HILLIARD, 55. 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 joined Brown Brothers Harriman in 1974 and became a
partner in 1979.
Mr. Hilliard is a director of Norfolk Southern Corpora-
tion. 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] GLEN H. HINER, 60. 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 General Electric
Company, eventually becoming Senior Vice President and
head of GE Plastics. He was elected Chairman and Chief
Executive Officer of Owens-Corning in January, 1992.
Mr. Hiner is a director of Dana Corporation and Hunts-
man Corporation.
[PHOTO] SIR TREVOR HOLDSWORTH, 68. Chairman, National Power
plc, an electricity generator company, London, England.
Director since 1994.
Sir Trevor began his career as an accountant qualifying
as a Fellow of the Institute of Chartered Accountants
in England and Wales. He held various finance and ad-
ministration positions prior to his joining National
Power. He is also a member of the Confederation of
British Industry, New York Stock Exchange European Ad-
visory Committee, Committee of Honour of European Com-
munity Chamber Orchestra, Winston Churchill Memorial
Trust, British Neurological Research Trust, Vice Presi-
dent of the British Institute of Management, Ironbridge
Gorge Museum Development Trust; Trustee of Duke of
Edinburgh's Award: UK Thrombosis Research Trust, and
Wigmore Hall, as well as serving as Chancellor of Brad-
ford University, Council Chair of the Foundation for
Manufacturing and Industry, and Chairman of the
Yorkshire Region National Trust Centenary Appeal.
Sir Trevor is a director of Allied Colloids Group plc,
Beauford plc, Lambert Howarth plc, and Prudential Cor-
poration plc.
3
<PAGE>
Incumbent Directors--term expiring 1996*
[PHOTO] W. WALKER LEWIS, 50. Senior Advisor, Dillon, Read &
Co., Inc., New York, NY, an investment banking firm and
Senior Advisor to Marakon Associates, a consulting
firm, Stamford, CT. Director since 1993.
Most recently, Mr. Lewis served as Managing Director,
Kidder, Peabody & Co., Inc. Prior to April, 1994 he was
President, Avon U.S. and Executive Vice President, Avon
Products, Inc. Prior to March, 1992, Mr. Lewis was
Chairman of Mercer Management Consulting, Inc., a whol-
ly-owned subsidiary of Marsh & McLennan, which is the
successor to Strategic Planning Associates, a manage-
ment consulting firm he founded in 1972. He is a gradu-
ate of Harvard College, where he was President and Pub-
lisher of the Harvard Lampoon.
Mr. Lewis is a director of Unilab Corporation. 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] DAVID T. MCGOVERN, 66. 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, the American Center in
Paris and the American University of Paris. He also
serves as a member of the Supervisory Board of Columbia
Securities N.V. (Holland).
[PHOTO] FURMAN C. MOSELEY, JR., 60. President, Simpson Invest-
ment Company, manufacturer of wood, pulp, and paper
products, Seattle, WA. Director since 1983.
After serving in the United States Marine Corps, Mr.
Moseley joined Simpson Paper Company in 1960, rising to
become Executive Vice President and then Chairman. He
later became President of Simpson Investment Company,
the parent company of Simpson Paper.
Mr. Moseley is a director of Eaton Corporation and the
American Forest and Paper Association.
- --------
* Mr. Holdsworth, 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.
4
<PAGE>
Incumbent Directors--term expiring 1997
[PHOTO] NORMAN P. BLAKE, JR., 53. 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] JON M. HUNTSMAN, JR., 34. Vice Chairman of The Huntsman
Group of Companies, 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 to June 1993. From 1989 through 1992, he held po-
sitions 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 all Huntsman companies. He also is a member of the
Council of American Ambassadors, the Council on Foreign
Relations, and a director of Washington's Center for
Strategic and International Studies' Pacific Forum. Al-
so, Mr. Huntsman serves on the International Advisory
Council of Singapore's Economic Development Board and
is a Trustee of the Asia Society in New York. He also
serves on the National Advisory Board of the University
of Utah School of Business, as a director of the Center
for Contemporary German Studies at Johns Hopkins Uni-
versity, and on the Governing Board of Intermountain
Health Care.
[PHOTO] W. ANN REYNOLDS, 57. 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 of
City University of New York in September 1990. Previ-
ously, she served eight years as Chancellor of the
twenty-campus California State University system.
Dr. Reynolds is a Director of Humana, Inc., Abbott Lab-
oratories and Maytag Corporation. She is also a member
of the American Association for the Advancement of Sci-
ence, the American Association of Anatomists, the Amer-
ican Board of Medical Specialties, the Society for Gyn-
ecological Investigation, and the Perinatal Research
Society.
5
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
The following table shows information concerning beneficial ownership of
Owens-Corning's Common Stock on February 21, 1995 by all directors and
nominees, by each of the executive officers named in the Summary Compensation
Table on page 12 (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. Owens-
Corning's stock ownership guidelines are for directors to own a minimum of
2,000 shares within five years of becoming a director and stock ownership
guidelines for officers range from 85,000 shares for the Chief Executive
Officer to 9,000 to 20,000 shares for other Executive Officers.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF BENEFICIAL OWNERSHIP
---- -----------------------
<S> <C>
Norman P. Blake, Jr.......................... 13,500(1)(3)
William W. Boeschenstein..................... 71,500
William W. Colville.......................... 65,572(1)
Charles H. Dana.............................. 102,923(1)(2)
David W. Devonshire.......................... 16,288(1)(2)
Robert D. Heddens............................ 65,292(1)(2)
Landon Hilliard.............................. 13,500(1)
Glen H. Hiner................................ 331,031(1)(2)
Sir Trevor Holdsworth........................ --
Jon M. Huntsman, Jr.......................... 2,500(1)
W. Walker Lewis.............................. 5,500(1)(3)
David T. McGovern............................ 12,500(1)(3)
Furman C. Moseley, Jr........................ 42,350(1)(3)
W. Ann Reynolds.............................. 4,730(1)(3)
All Directors and Executive Officers
(including Named Officers) (23 people)....... 888,213(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
Owens-Corning benefit plans within 60 days after the Record Date, as
follows: Mr. Blake, 4,000; Mr. Colville, 51,000; Mr. Dana, 53,999; Mr.
Devonshire, 5,667; Mr. Heddens, 9,900; Mr. Hilliard, 10,000; Mr. Hiner,
109,997; Mr. Huntsman, 2,000; Mr. Lewis, 4,000; Mr. McGovern, 10,000; Mr.
Moseley, 10,000; Dr. Reynolds, 2,000; All Directors and Executive Officers
(23), 363,947.
(2) Includes shares over which there is sole voting power, but no investment
power, as follows: Mr. Dana, 12,877; Mr. Devonshire, 5,121; Mr. Heddens,
11,750; Mr. Hiner, 192,464; All Directors and Executive Officers (23),
268,365.
(3) Includes deferred shares over which there is currently no voting or
investment power, as follows: Mr. Blake, 500; Mr. Lewis, 500; Mr. McGovern,
2,000; Mr. Moseley, 3,000; Dr. Reynolds, 500; All Directors and Executive
Officers (23), 6,500.
(4) Does not include 13,393 shares of common stock held by family members in
which beneficial interest is disclaimed.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 and Securities and
Exchange Commission regulations require Owens-Corning's directors, certain
officers and greater than ten percent stockholders to file reports of ownership
on Form 3 and changes in ownership on Forms 4 or 5 with the Securities and
Exchange Commission. Owens-Corning undertakes to file such forms on behalf of
the reporting directors and officers pursuant to a power of attorney given to
certain attorneys-in-fact. Such reporting officers, directors and ten percent
stockholders are also required by Securities and Exchange Commission rules to
furnish Owens-Corning with copies of all Section 16(a) reports they file.
6
<PAGE>
Based solely on its review of copies of such reports received or written
representations from such executive officers, directors and ten percent
stockholders, Owens-Corning believes that all Section 16(a) filing requirements
applicable to its directors, executive officers and ten percent stockholders
were complied with during fiscal year 1994.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has standing audit, compensation, executive, finance
and corporate governance committees. The Corporate Governance Committee also
serves as a nominating committee. The Board of Directors held 7 meetings during
1994. All Directors attended at least 88% of the meetings of the Board and all
Committees of the Board of which they were members except Messrs. Exley and
Scott (40% and 67% respectively) who retired at the April 1994 meeting.
AUDIT COMMITTEE
Norman P. Blake, Jr., Responsible for overseeing financial reporting and
Chairman internal controls. Recommends independent public
accountant to the Board of Directors; reviews sig-
nificant accounting policies, accruals, reserves
and estimates made by management; reviews policies
and procedures for assuring accurate and complete
quarterly financial reporting, as well as compli-
ance with applicable laws and regulations. The Au-
dit Committee held 4 meetings in 1994.
Sir Trevor Holdsworth
W. Walker Lewis
David T. McGovern
W. Ann Reynolds
COMPENSATION COMMITTEE
Landon Hilliard, Chair- Reviews Owens-Corning's policies concerning compen-
man sation and benefits for officers and directors; ap-
proves the salaries and incentive opportunity of
all officers of Owens-Corning; determines incentive
payments for all officers; reviews the compensation
of the Chief Executive Officer. (A report by the
Compensation Committee follows on page 9.) The Com-
pensation Committee held 3 meetings in 1994.
Norman P. Blake, Jr.
Sir Trevor Holdsworth
Jon M. Huntsman, Jr.
Furman C. Moseley, Jr.
EXECUTIVE COMMITTEE
Glen H. Hiner, Chairman May exercise the powers of the Board of Directors,
with certain exceptions, in the intervals between
meetings of the Board. The Executive Committee did
not meet in 1994.
Norman P. Blake, Jr.
William W. Boeschenstein
Jon M. Huntsman, Jr.
Furman C. Moseley, Jr.
FINANCE COMMITTEE
Furman C. Moseley, Jr., Responsible for reviewing financial plans, struc-
Chairman ture and policies of Owens-Corning, including an-
nual and long-range operating plans and capital
structure. Has oversight responsibility for Owens-
Corning's funded retirement plans. The Finance Com-
mittee held 2 meetings in 1994. A predecessor com-
mittee, the Trust Review Committee, held 1 meeting
in 1994.
William W. Boeschenstein
Landon Hilliard
W. Walker Lewis
David T. McGovern
7
<PAGE>
CORPORATE GOVERNANCE
COMMITTEE
W. Walker Lewis, 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-
acter of information to be presented at Board meet-
ings; reviews plans and personnel for management
continuity and development. The Corporate Gover-
nance Committee held 2 meetings in 1994.
William W. Boeschenstein
Landon Hilliard
David T. McGovern
W. Ann Reynolds
DIRECTORS' COMPENSATION
RETAINER AND MEETING FEES--In 1994, Owens-Corning paid each director who was
not an Owens-Corning officer an annual retainer of $23,000. Non-employee
Committee Chairmen receive an additional retainer of $3,500 each year. In
addition, Owens-Corning 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--Owens-Corning maintains a stockholder approved
Stock Plan for Directors, applicable to each director who is not an Owens-
Corning employee. The plan provides for two types of grants to each eligible
director: (1) a one-time nonrecurring grant of non-transferable options to each
new outside director 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 option 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 August 20, 1997, and a director may not receive an annual
grant of common stock in the same calendar year he or she receives an initial
option grant. A director entitled to receive an annual grant may elect to defer
receipt of the common stock until he or she leaves the Board of Directors.
Sir Trevor Holdsworth received an initial option grant for 10,000 shares of
stock with an exercise price of $34.625 per share in 1994. Messrs. Blake,
Boeschenstein, Hilliard, Huntsman, Lewis, McGovern, Moseley and Dr. Reynolds
each received an annual 500 share grant in 1994 valued at $16,813 on the date
of grant.
INDEMNITY AGREEMENTS--Owens-Corning 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), Owens-Corning will indemnify
the director to the fullest extent authorized by Owens-Corning'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 Owens-Corning's general creditors, and the
funding of such trust from time to time in amounts sufficient to satisfy Owens-
Corning's indemnification obligations reasonably anticipated at the time of the
funding request.
8
<PAGE>
CHARITABLE AWARD PROGRAM--To recognize the interest of Owens-Corning and its
directors in supporting worthy educational institutions and other charitable
organizations, Owens-Corning permits each director 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. Owens-Corning expects to ultimately
fund its contributions to the Foundation and insurance premiums from the
proceeds of life insurance policies which it maintains on directors. Directors
will receive no financial benefit from this program, since the charitable
deduction and insurance proceeds accrue solely to Owens-Corning.
TRANSACTIONS WITH OWENS-CORNING
Mr. Colville, a nominee for election as a director, who retired as an
employee of Owens-Corning on December 31, 1994 has been retained as a
consultant. Mr. Colville will receive a monthly consulting fee of $14,583
($27,917 for each of the first three months). His consulting agreement has a
one year term but is annually renewable as agreed by the parties for up to five
years. Under this agreement, Owens-Corning also provides Mr. Colville with
office space and related services plus reimbursement of expenses incurred in
the performance of services for Owens-Corning. When Mr. Colville ceases to be a
consultant, his retirement benefit (described below under "Retirement
Benefits") will be recomputed to include the five year maximum period he could
be a consultant as if it were employment by Owens-Corning. This will increase
his monthly supplemental pension by approximately $1,400 per month.
Director Jon M. Huntsman, Jr. is Vice Chairman of The Huntsman Group of
Companies. Present and former units of Owens-Corning purchased approximately
$7.2 million of materials from members of this group in 1994.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
TO THE STOCKHOLDERS OF OWENS-CORNING
The Compensation Committee (referred to as the "Committee") reviews Owens-
Corning's compensation programs to promote the attraction, retention and
motivation of a highly qualified leadership team that will accomplish Owens-
Corning's strategic business 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. 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. Since Owens-Corning's market for executive talent
extends beyond its own industry, this survey data includes companies outside
the Dow Jones Building Materials Index referred to in the Performance Graph on
page 16.
In response to the Omnibus Budget Reconciliation Act of 1993, the Committee
has determined that it will maintain flexibility with respect to non-deductible
payments to named executive officers. Owens-Corning believes that all of the
compensation paid for 1994 is deductible by Owens-Corning for federal income
tax purposes.
BASE SALARY--Owens-Corning implemented a broadbanding salary compensation
system for all officers on January 1, 1994. In broadbanding, base salary ranges
are set for each band for all positions in the band. For each officer position,
base salary market values are established at the median of comparator
companies' base pay for corresponding jobs.
9
<PAGE>
Individual salary increases are based on the officer's contribution to the
corporation, performance against pre-established goals, and the relationship of
current pay to the market value of the job. The increases are administered
within an overall company merit budget. The primary factor in determining a
salary increase is the individual's performance against goals.
Named Officers receiving increases, including Mr. Hiner, were evaluated in
respect to competitive practices and achievement of goals based on 1993 results
in earnings per share and net asset turnover, as well as Owens-Corning's core
values of customer satisfaction, individual dignity and shareholder value and,
in the case of a retiring officer, upon his career contributions to Owens-
Corning. Mr. Hiner received a base salary of $840,000 for 1994. Mr. Hiner's
salary is well within the salary range for his salary band. Except for one, the
other Named Officers' base salaries were below the market value for their jobs,
but all were well within the salary ranges.
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 1994, this Plan was based 60% on earnings per share, 30% on net
asset turnover and 10% on sales growth. Goals were set for each criteria which
identified the minimum level of business performance at which any funding
occurs. Funding at the minimum threshold is 25% of maximum and in an
outstanding year can exceed 100%, but only 100% can be paid out. Any amount
over 100% would apply 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 against
the criteria determine amounts 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 from 100% to 110% of base pay.
After determining the funding of the plan and determining each participant's
calculated share based on incentive opportunity, the Committee can award a
greater or lesser amount based upon their assessment of the individual's
performance. These adjustments are based upon how the individual supported the
financial results obtained as well as supporting Owens-Corning's core values of
customer satisfaction, individual dignity and shareholder value, with financial
results being of predominate importance. Total payments to all participants
cannot exceed 100% of the funds available under the plan.
Mr. Hiner received an annual incentive compensation award of $986,076 for
1994, which is higher than the competitive target but less than his total
incentive opportunity. Mr. Hiner's annual incentive compensation award was made
pursuant to his employment contract with no upward adjustment.
STOCK AWARDS--Long-term incentives are provided under Owens-Corning's Stock
Performance Incentive Plan, which was approved by shareholders in 1992. The
plan allows 2% of Owens-Corning's outstanding shares of common stock on January
1 of each year to be utilized for stock grants to key employees (including the
Named Officers). Owens-Corning'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 1994 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 is used to provide continuing incentives to increase value
to our shareholders and as a retention device for certain officers. One Named
Officer did not receive stock option or restricted stock awards in 1994 because
the Committee did not feel that such awards were needed for retention. The 1994
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
Owens-Corning.
10
<PAGE>
Past grants or grants outstanding were not considered when making option and
restricted stock awards. The size of 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 base salary market value for each
position. Award sizes are held constant from year to year as long as the total
value of an award is within the range of the competitive objective. Mr. Hiner
was awarded options on 50,000 shares of stock (the same as 1993) and 8,000
shares of restricted stock (which is also the same as in 1993).
Respectfully submitted,
Compensation Committee:
Landon Hilliard, Chairman
Norman P. Blake, Jr.
Sir Trevor Holdsworth
Jon M. Huntsman, Jr.
Furman C. Moseley, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION--The Compensation
Committee presently consists of Landon Hilliard (Chairman), who replaced Peter
L. Scott as Chairman when he retired from the Board in April of 1994, Norman P.
Blake, Jr., Sir Trevor Holdsworth (who joined the Committee upon becoming a
director in 1994), Jon M. Huntsman, Jr. (elected to the Committee in April of
1994) and Furman C. Moseley, Jr. Present and former units of Owens-Corning
bought approximately $7.2 million of products during 1994 from members of The
Huntsman Group of Companies. Owens-Corning's Chief Executive Officer, Glen
Hiner, is a director of Huntsman Corporation, part of the Huntsman Group.
Compensation Committee member Jon M. Huntsman, Jr. is Vice Chairman of, and his
family owns a majority interest in, The Huntsman Group.
11
<PAGE>
EXECUTIVE COMPENSATION
The following tables disclose compensation received by Owens-Corning's Chief
Executive Officer and the four other most highly paid executive officers in
1994 for the three years ended December 31, 1994, as well as options granted
and exercised in 1994 and the value of options outstanding at year end.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
- ------------------------------------------------------------- ---------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($)(1) SARS(#)(2) ($)
------------------ ---- ------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Glen H. Hiner(3)........ 1994 840,000 986,076 45,162(8) 257,000 50,000 66,141(10)(11)
Chairman and Chief 1993 770,000 700,000 33,082(8) 324,000 50,000 77,608(10)(11)
Executive Officer 1992 700,000 455,000 275,625 50,000 94,391(10)(11)
Charles H. Dana(4)...... 1994 307,500 300,000 77,100 20,000 6,750(11)
Executive Vice
President 1993 275,000 225,000 97,200 20,000 10,000(11)
1992 254,166 150,000 91,875 20,000 10,000(11)
William W. Colville(5).. 1994 315,000 285,000 -0- -0- 6,750(11)
Senior Vice President 1993 305,000 210,000 -0- 17,000 10,000(11)
General Counsel and 1992 291,250 135,000 91,875 17,000 10,000(11)
Secretary
David W. Devonshire(6).. 1994 283,333 285,000 77,100 20,000 9,996(10)(11)
Senior Vice President
and 1993 125,160 200,000(7) 38,474(9) 286,350 17,000 5,156(11)
Chief Financial Officer
Robert D. Heddens....... 1994 261,667 200,000 38,550 15,000 6,750(11)
Senior Vice President 1993 245,000 170,000 97,200 17,000 10,000(11)
Human Resources 1992 228,333 105,000 91,875 17,000 10,000(11)
</TABLE>
- --------
(1) 50% of the shares received in 1994 and 1993 will be paid after 5 years,
with the remaining 50% paid after 10 years. 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 Compensation Committee. The Committee vested Mr.
Colville's restricted stock awards on his retirement on December 31, 1994
and he received shares with a value of $197,663. Mr. Devonshire received a
grant of 6,900 shares of restricted stock upon his employment on July 19,
1993, 2,400 shares of which restricted stock vest 50% after 5 years and
50% after 10 years while the remaining 4,500 shares vested on January 20,
1994, to replace stock awards forfeited as a result of leaving his prior
employer. The number of shares of restricted stock outstanding at year end
and their value based on the year end stock price of $31.875 for each of
the named executives is as follows: Mr. Hiner, 191,667 shares, $6,109,386;
Mr. Colville, -0- shares, $0.00; Mr. Dana, 11,100 shares, $353,813; Mr.
Devonshire, 4,800 shares, $153,000 and Mr. Heddens, 9,900 shares,
$315,563. If dividends were paid by Owens-Corning, they would be paid on
restricted stock.
(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
Compensation Committee. The Committee vested Mr. Colville's awards on his
retirement on December 31, 1994.
(3) Mr. Hiner became Chairman and Chief Executive Officer on January 23, 1992.
12
<PAGE>
(4) Prior to January 1, 1994, Mr. Dana was Senior Vice President and
President--Industrial Materials Group.
(5) Mr. Colville retired on December 31, 1994.
(6) Mr. Devonshire was hired as Senior Vice President and Chief Financial
Officer on July 17, 1993.
(7) Mr. Devonshire received a sign-on bonus upon his employment of $50,000
(net of taxes) and a contractually agreed bonus for 1993 of $150,000, half
of which replaced incentive compensation lost as a result of his change of
employment.
(8) Mr. Hiner's numbers show contractually required tax payments on income
from his Pension Preservation Trust account. The Pension Preservation
Trust is described on page 15.
(9) Mr. Devonshire received a payment of $38,474 for taxes on his $50,000
sign-on bonus.
(10) Of Mr. Hiner's numbers, $59,496, $67,608 and $84,391 was the present value
(based upon the Applicable Federal Rate from date of payment to earliest
date of repayment to Owens-Corning) of split-dollar life insurance
premiums paid by Owens-Corning which were invested on his behalf in 1992,
1993 and 1994, respectively. Mr. Hiner reimburses Owens-Corning for the
portion of the premium which represents term life cost. The present value
of split-dollar life insurance premiums previously reported was based upon
the increase in policy cash value. Of Mr. Devonshire's numbers $3,246 was
the present value of split-dollar life insurance premiums paid by Owens-
Corning in 1994. Mr. Devonshire also reimburses Owens-Corning for the
portion of the premium representing term life costs.
(11) Messrs. Hiner, Colville, Dana, Devonshire and Heddens had $6,645, $6,750,
$6,750, $6,750 and $6,750, respectively, of contributions made to their
accounts in Owens-Corning's Savings and Deferral Investment Plan in 1994.
Messrs. Hiner, Colville, Dana and Heddens had $10,000 of contributions in
each of 1992 and 1993. Mr. Devonshire had a contribution of $5,156 in
1993.
OPTION GRANT TABLE
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
- ----------------------------------------------------------------- ---------------------------
PERCENT
OF TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED
OPTIONS/ TO EXERCISE
SARS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#)(2) YEAR ($/SH) DATE 5% ($) 10% ($)
---- ---------- --------- -------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Glen H. Hiner........... 50,000 5.59% $32.125 June, 2004 $ 1,011,938 $ 2,553,938
William W. Colville..... -0- -0- N/A N/A -0- -0-
Charles H. Dana......... 20,000 2.24% $32.125 June, 2004 $ 404,775 $ 1,021,575
David W. Devonshire..... 20,000 2.24% $32.125 June, 2004 $ 404,775 $ 1,021,575
Robert D. Heddens....... 15,000 1.68% $32.125 June, 2004 $ 303,581 $ 766,181
All Stockholders........ N/A N/A N/A N/A $883,475,090 $2,229,722,846
</TABLE>
Option/SAR Grants in Last Fiscal Year
- --------
(1) The potential realizable value shown for the Named Officers is net of the
option exercise price; the value for "all stockholders" is net of the
common stock closing price on the June 16, 1994 option grant date and
shares outstanding on that date. These amounts represent assumed rates of
appreciation only. Actual gains, if any, on stock option exercises and
Common Stock holdings are dependent on the future performance of Owens-
Corning's common stock. There is no assurance that the values shown will be
attained.
(2) Options are exercisable ratably over three years from the grant date, and
have a 10 year exercise period. A separate vesting schedule applies in the
event of early retirement with the consent of the Compensation Committee.
The Committee vested all of Mr. Colville's options on December 31, 1994. No
stock appreciation rights were granted in 1994.
13
<PAGE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Aggregated Option/SAR Exercises in 1994, and 12/31/94 Option/SAR Values
<TABLE>
<CAPTION>
UNDERLYING
NUMBER OF VALUE OF
SECURITIES UNEXERCISED IN-
UNEXERCISED THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED 12/31/94 (#) 12/31/94 ($)(1)
ON VALUE
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- -------- -------- --------------- ----------------
<S> <C> <C> <C> <C>
Glen H. Hiner............... -0- -0- 109,997/140,003 $882,563/581,438
William W. Colville......... -0- -0- 51,000/-0- $153,711/-0-
Charles H. Dana............. -0- -0- 53,999/40,001 $326,915/8,335
David W. Devonshire......... -0- -0- 5,667/31,333 -0-/-0-
Robert D. Heddens........... -0- -0- 39,667/32,000 $175,671/7,084
</TABLE>
- --------
(1) The year end price of Owens-Corning's common stock was $31.875
RETIREMENT BENEFITS
Owens-Corning 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 Owens-Corning and provides monthly pension
benefits primarily on the basis of age at retirement, years of service to
Owens-Corning, 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 1994, the covered earnings of Messrs. Hiner, Colville,
Dana, Devonshire and Heddens were: $1,540,000, $525,000, $532,500, $433,333 and
$431,667. The numbers shown differ from the salary and bonus numbers in the
Summary Compensation Table because the table shows bonus earned in 1994 but
paid in 1995 while covered pension earnings include bonus paid in 1994, but
earned in 1993. The credited years of service for these individuals at year-end
1994 were: 3, 10, 33, 1 and 28.
In addition, Owens-Corning 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, Dana, Devonshire and Heddens were eligible to receive
benefits under this plan as of December 31, 1994.
The table below 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.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS AT
DECEMBER 31, 1994 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............................. 70,542 94,055 117,569 141,083 159,083
500,000............................. 118,541 158,055 197,569 237,083 267,083
700,000............................. 166,541 222,055 277,569 333,083 375,083
900,000............................. 214,541 286,055 357,569 429,083 483,083
1,100,000............................. 262,541 350,055 437,569 525,083 591,083
1,300,000............................. 310,541 414,055 517,569 621,083 699,083
1,500,000............................. 358,541 478,055 597,569 717,083 807,083
1,700,000............................. 406,541 542,055 677,569 813,083 915,083
</TABLE>
14
<PAGE>
Upon his employment, Owens-Corning entered into an agreement with Mr.
Colville providing for a supplemental pension in the event of the cessation of
his employment 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 Owens-Corning's Salaried Employees'
Retirement Plan and 50% of his Social Security benefits. Under this Agreement,
Mr. Colville's supplemental monthly pension upon his retirement on December 31,
1994 was $9,173.
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,
Owens-Corning'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 Owens-Corning or his
prior employer.
Owens-Corning has agreed with Mr. Devonshire to provide him with a
supplemental pension providing a benefit, under the usual pension plan formula,
determined as if he had earned two years of service for each year employed
after age 53. Mr. Devonshire is now 49.
In 1992, Owens-Corning 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
(except with respect to Mr. Hiner, where payments are contractually determined)
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 pension agreements described above. Nothing was contributed in 1994 for
any of the Named Officers. Income from the Trust is distributed annually to
participants, which reduces the pension otherwise payable at retirement.
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 his Employment Agreement, Mr. Hiner
would receive a lump sum termination payment equal to 330% of his base salary
if he were to be terminated by Owens-Corning without "cause", or if he should
terminate his employment for "good reason", as each of the terms is defined in
Mr. Hiner's Employment Agreement. If Mr. Hiner should choose to terminate his
employment without "good reason" during the next year, he would be obligated to
repay Owens-Corning $225,000. Under his agreement, Mr. Hiner received an
initial annual salary of $700,000, with an annual review. Any higher salary
approved may not be decreased. Mr. Hiner is also to receive a maximum bonus of
130% of base pay based upon mutually agreed entry, target and maximum company
performance objectives.
Owens-Corning 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, 1994 are as follows: Mr. Hiner $840,000, Mr. Colville $335,000,
Mr. Dana $305,000, Mr. Devonshire $300,000, and Mr. Heddens $245,000.
Mr. Colville, who retired as an employee of Owens-Corning on December 31,
1994, has been retained as a consultant. His consulting agreement is described
under the caption "Transactions with Owens-Corning" on page 9.
15
<PAGE>
PERFORMANCE GRAPH
The Securities and Exchange Commission requires that the total return on
Owens-Corning'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 FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG OWENS-CORNING FIBERGLAS CORPORATION, S&P 500 INDEX AND
DOW JONES BUILDING MATERIALS INDEX
<CAPTION>
DOW JONES
BUILDING
Measurement Period OWENS-CORNING S&P MATERIALS
(Fiscal Year Covered) FIBERGLAS CORPORATION 500 INDEX INDEX
- --------------------- --------------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-
12/31/89 $100 $100 $100
FYE 12/31/90 $ 64 $ 97 $ 75
FYE 12/31/91 $ 89 $126 $101
FYE 12/31/92 $143 $136 $128
FYE 12/31/93 $177 $150 $157
FYE 12/31/94 $127 $152 $126
</TABLE>
PROPOSAL 2. APPROVAL OF THE ACTION OF THE BOARD OF DIRECTORS IN SELECTING
ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors upon the recommendation of the Audit Committee has
selected the firm of Arthur Andersen LLP as independent public accountants for
Owens-Corning for the year 1995. 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 1995.
Representatives of Arthur Andersen LLP 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.
16
<PAGE>
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
In order to be considered for inclusion in Owens-Corning's proxy statement
and form of proxy relating to the 1996 annual meeting of stockholders, a
stockholder proposal must be received by the Secretary of Owens-Corning at
Owens-Corning World Headquarters, Fiberglas Tower, Toledo, Ohio, 43659 on or
before November 21, 1995. 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 Owens-Corning at the
address shown above.
ANNUAL REPORT
An annual report including financial statements for the year ended December
31, 1994 has been mailed to all stockholders as of February 21, 1995, the
Record Date for the 1995 Annual Meeting.
FORM 10-K REPORT
OWENS-CORNING WILL PROVIDE WITHOUT CHARGE TO ANY PERSON WHO WAS A BENEFICIAL
OWNER OF COMMON STOCK ON FEBRUARY 21, 1995 A COPY OF OWENS-CORNING'S ANNUAL
REPORT ON FORM 10-K FOR 1994, 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 Owens-Corning.
Copies of proxy material and of the Annual Report for 1994 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.
Owens-Corning 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 LLP as Owens-Corning'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 LLP as Owens-Corning'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 21, 1995 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 44,822,068 shares were
outstanding on the Record Date. Each share outstanding on the Record Date will
be entitled to one vote.
17
<PAGE>
[LOGO OF OWENS CORNING]
OWENS-CORNING FIBERGLAS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 20, 1995
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, W. WALKER LEWIS 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 20, 1995, 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:
William W. Colville
Landon Hilliard
Glen H. Hiner
Trevor Holdsworth
[_] 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 LLP as independent public accountants for the year
1995.
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.
