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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Owens Corning
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
Notice of Annual Meeting
of Stockholders
and Proxy Statement
[LOGO]
SYSTEM THINKING (TM)
Makes the Difference
DATE & TIME:
Thursday, April 20, 2000
2 p.m.
PLACE:
Owens Corning World Headquarters
One Owens Corning Parkway
Toledo, Ohio
<PAGE>
OWENS CORNING
Owens Corning World Headquarters
One Owens Corning Parkway
Toledo, Ohio 43659
Notice of Annual Meeting of Stockholders to be held on April 20, 2000
The annual meeting of stockholders of OWENS CORNING will be held at Owens
Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio, on
Thursday, April 20, 2000 at 2:00 o'clock P.M.
The meeting will be held for the following purposes:
1. To elect three directors to serve until the 2003 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
the year 2000;
3. To consider a stockholder proposal concerning classified board; and
4. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on February 21, 2000
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, Owens
Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio, for a
period of at least ten days prior to the meeting.
By Order of the Board of Directors,
MAURA ABELN SMITH
Secretary
Toledo, Ohio
March 17, 2000
IN ORDER TO ASSURE THE PRESENCE OF A QUORUM, PLEASE VOTE PROMPTLY EITHER BY
(1) SIGNING AND RETURNING THE ENCLOSED PROXY CARD, (2) USING OUR TELEPHONE
VOTING SYSTEM, OR (3) ACCESSING THE WORLD WIDE WEBSITE INDICATED ON YOUR PROXY
CARD TO VOTE VIA THE INTERNET.
Should you plan to attend the meeting, you may be interested to know that
Owens Corning has adopted a business casual dress standard in lieu of
traditional business attire. We believe that creating a more casual approach
to business directly relates to our growth initiatives and serves as a visual
reminder of the direction we are growing--to be faster, more open and
collaborative--in other words, a thoroughly contemporary company.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Information......................................................... 1
Proposal 1. Election of Directors........................................... 2
Biographies of Nominees and Continuing Directors.......................... 2-6
Stock Ownership of Management............................................. 7
Section 16(a) Beneficial Ownership Reporting Compliance................... 7
Committees and Meetings of the Board of Directors......................... 8
Directors' Compensation................................................... 9
Transactions with Owens Corning........................................... 10
Compensation Committee Report on Executive Compensation................... 11
Executive Compensation.................................................... 14
Retirement Benefits....................................................... 17
Employment and Severance Agreements....................................... 18
Performance Graph......................................................... 19
Proposal 2. Selection of Independent Public Accountants..................... 19
Proposal 3. Stockholder Proposal............................................ 20
Other Matters............................................................... 22
</TABLE>
<PAGE>
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished by the Board of Directors of Owens Corning
in connection with the solicitation of proxies to be used at the 2000 Annual
Meeting of Stockholders ("Annual Meeting"), which is scheduled to take place
on April 20, 2000 at 2:00 P.M. at Owens Corning World Headquarters, One Owens
Corning Parkway, Toledo, Ohio. This proxy statement and a proxy card are
scheduled to be mailed to stockholders commencing on March 17, 2000.
You can ensure that your shares are voted by proxy at the Annual Meeting by
either signing and returning the enclosed proxy card, using our telephone
voting system, or accessing the world wide website indicated on your proxy
card to vote via the internet. Authorizing a proxy through one of these
methods will not affect your right to attend the meeting and vote in person. A
stockholder who authorizes a proxy may revoke it at any time before it is
exercised by voting in person at the Annual Meeting, authorizing another proxy
with 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, 1999 were:
<TABLE>
<CAPTION>
NAME ADDRESS SHARES %
- -------------------------------- ------------------------- --------- ----
<S> <C> <C> <C>
Sanford C. Bernstein & Co., Inc. 767 Fifth Avenue 6,182,043(1) 11.0
New York, NY 10153
FMR Corp. and related entities 82 Devonshire St. 5,539,561(2) 9.8
Boston, MA 02109
Franklin Resources, Inc. and 777 Mariners Island Blvd. 5,526,440(3) 9.8
related entities San Mateo, CA 94404
Morgan Stanley Dean Witter & Co. 1585 Broadway 3,344,327(4) 5.9
and related entities New York, NY 10036
</TABLE>
- --------
(1) Sole dispositive power; sole voting power over 3,315,612 shares (5.9%) and
shared voting power over 516,023 shares (less than 1%).
(2) Sole dispositive power; sole voting power over 209,661 shares (less than
1%).
(3) Sole voting and dispositive powers; Templeton Growth Fund Inc. held
interest in more than 5% of class.
(4) Shared dispositive power; shared voting power over 3,185,027 shares
(5.6%).
In addition, as of February 21, 2000 ("Record Date"), Owens Corning
employees, including officers, beneficially owned 6,878,459 shares (12.2%) of
Owens Corning common stock under Owens Corning sponsored savings plans in the
United States and Canada.
1
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS
Owens Corning's Board of Directors currently is composed of twelve
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: Norman P. Blake,
Jr., Leonard S. Coleman, Jr., Jon M. Huntsman, Jr., and W. Ann Reynolds. Due
to scheduling conflicts and other commitments during the next year, Mr.
Huntsman, a director since 1993, has elected not to stand for re-election. The
Board of Directors has nominated each of the remaining individuals for re-
election at the Annual Meeting at the recommendation of the Board's Corporate
Governance Committee, which consists solely of outside directors. Effective as
of the Annual Meeting, the Board of Directors has set the size of the Board at
eleven directors.
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 three
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 2003
annual meeting of stockholders and until his or her successor is duly elected
and qualified.
Nominees for Election as Directors--term expiring 2003
[Photo of Norman P. Blake, Jr., 58. Chief Executive Officer of
Norman P. Blake] the United States Olympic Committee, Colorado Springs,
CO. Director since 1992.
A graduate of Purdue University, Mr. Blake became Chief
Executive Officer of the United States Olympic Commit-
tee in February 2000. Prior to that, he served as Chief
Executive Officer and President of Promus Hotel Corpo-
ration beginning in 1998; Chairman, Chief Executive Of-
ficer and President of USF&G Corporation beginning in
1990; and Chairman and Chief Executive Officer of
Heller International Corporation of Chicago.
Mr. Blake is a director of Enron Corporation and a mem-
ber of the Community Partnership for Education. He is
also a member of the Purdue Research Foundation and
Purdue University's President's Council and Dean's Ad-
visory Council, Krannert Graduate School of Management.
He is the recipient of the degree of Doctor of Econom-
ics honoris causa from Purdue University, granted
jointly by the Krannert Graduate School of Management
and School of Liberal Arts.
2
<PAGE>
[Photo of Leonard S. Coleman, Jr., 51. Senior Advisor to Major
Leonard S. Coleman] League Baseball, and former President of The National
League of Professional Baseball Clubs, professional
sports, New York, NY. Director since 1996.
A graduate of Princeton and Harvard Universities, Mr.
Coleman became President of The National League of Pro-
fessional Baseball Clubs in 1994 after serving as Exec-
utive Director, Market Development of Major League
Baseball. He assumed his current position in 1999.
Mr. Coleman is a director of H. J. Heinz Company, the
Omnicom Group, New Jersey Resources, Avis Rent A Car,
Inc., Cendant Corporation and Radio Unica. He also
serves as an advisory director of the Martin Luther
King, Jr. Center for Non-Violent Social Change and di-
rector of The Metropolitan Opera, The Schumann Fund,
The Clark Foundation, The Children's Defense Fund, Se-
ton Hall University, and The National Urban League.
[Photo of W. Ann Reynolds, 62. President of The University of Al-
W. Ann Reynolds] abama at Birmingham, Birmingham, AL. Director since
1993.
A graduate of Kansas State Teachers College and the
University of Iowa, Dr. Reynolds assumed her current
position in 1997. Previously, she was Chancellor of
City University of New York for seven years and served
eight years as Chancellor of the twenty-campus Califor-
nia 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.
Incumbent Directors--term expiring 2002
[Photo of Curtis H. Barnette, 65. Chairman and Chief Executive
Curtis H. Barnette] Officer of Bethlehem Steel Corporation, steel manufac-
turing, Bethlehem, PA. Director since 1999.
A graduate of West Virginia University, Yale Law School
and the Advanced Management Program of the Harvard
Business School, Mr. Barnette was also a Fulbright
Scholar in International Law at the University of Man-
chester, England. Mr. Barnette has held his current po-
sition at Bethlehem Steel since 1992. Previously, he
served that company in various capacities since 1967,
including as Senior Vice President and director from
1986 and General Counsel and Secretary from 1977.
Mr. Barnette is a director of Bethlehem Steel Corpora-
tion and the Metropolitan Life Insurance Company, a
trustee of Lehigh University, a member of the Board of
Advisors of West Virginia University, and a member of
the Policy Committee of the Business Roundtable and of
the
3
<PAGE>
Business Council. He is a director and past Chairman of
the American Iron and Steel Institute, the Interna-
tional Iron and Steel Institute, the Pennsylvania Busi-
ness Roundtable, and the West Virginia University Foun-
dation. Mr. Barnette is also a member of the Presi-
dent's Trade Advisory Committee and has served as a
member of the Council of the Administrative Conference
of the United States and the Coal Commission.
Among his past activities, Mr. Barnette served as Pres-
ident of the Association of General Counsel, Chairman
of the American Society of Corporate Secretaries and a
member of the Legal Advisory Committee of the New York
Stock Exchange.
[Photo of Ann Iverson, 56. President and Chief Executive Officer
Ann Iverson] of International Link, an international consulting
firm, Scottsdale, AZ. Director since 1996.
Ms. Iverson began her career in retailing and held var-
ious buying and executive positions at retail stores in
the U.S. through 1989, including Dayton Hudson, US Shoe
and Bloomingdales. She then joined British Home Stores
as Director of Stores Planning, Design, Construction
and Merchandising in 1990; Mothercare as Chief Execu-
tive Officer in 1992; Kay-Bee Toy Stores as President
and Chief Executive Officer in 1994; and Laura Ashley
Holdings plc. as Group Chief Executive in 1995. In
1998, she founded and became President and Chief Execu-
tive Officer of International Link.
[Photo of W. Walker Lewis, 55. Chairman, Devon Value Advisers,
W. Walker Lewis] financial consulting and investment banking firm,
Greenwich, CT and New York, NY. Director since 1993.
Previously, Mr. Lewis served as Senior Advisor to SBC
Warburg Dillon Read, Senior Advisor to Marakon Associ-
ates and 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 wholly-owned subsidiary of Marsh &
McLennan, which is the successor to Strategic Planning
Associates, a management consulting firm he founded in
1972. He is a graduate of Harvard College, where he was
President and Publisher of the Harvard Lampoon.
Mr. Lewis is Chairman of London Fog Industries, Inc.
and a director of American Management Systems, Inc. and
Mrs. Fields' Original Cookies, Inc. He is also a member
of the Council on Foreign Relations, the Washington In-
stitute of Foreign Affairs, and The Harvard Committee
on University Resources.
4
<PAGE>
[Photo of Furman C. Moseley, Jr., 65. Chairman of Sasquatch
Furman C. Moseley] Books, Inc., publishing, Seattle, WA. Director since
1983.
Mr. Moseley joined Simpson Paper Company in 1960 and
retired in June 1995 as Chairman of that company and
President of Simpson Investment Company.
Mr. Moseley is a director of Eaton Corporation.
Incumbent Directors--term expiring 2001
[Photo of Gaston Caperton, 60. President and Chief Executive Of-
Gaston Caperton] ficer of The College Board, not-for-profit educational
association, New York, NY and Chairman of The Caperton
Group, a business investment and development company,
Shepherdstown, WV; former Governor of the State of West
Virginia. Director since 1997.
A graduate of the University of North Carolina, Mr.
Caperton began his career in a small insurance agency,
became its principal owner and chief operating officer,
and led the firm to become the tenth largest privately
owned insurance brokerage firm in the U.S. He also has
owned a bank and mortgage banking company. He was
elected Governor of West Virginia in 1988 and 1992 and,
under his leadership, the state significantly improved
its education system, infrastructure and economy. In
1997, Mr. Caperton taught at Harvard University as a
fellow at the John F. Kennedy Institute of Politics.
Prior to beginning his current position in mid-1999,
Mr. Caperton also taught at Columbia University, where
he served as Director of the Institute on Education and
Government at Teachers College.
Mr. Caperton is a director of United Bankshares, Inc.
and Energy Corporation of America. He was the 1996
Chair of the Democratic Governors' Association, and
served on the National Governors' Association executive
committee and as a member of the Intergovernmental Pol-
icy Advisory Committee on U.S. Trade. He also was
Chairman of the Appalachian Regional Commission, South-
ern Regional Education Board, and the Southern Growth
Policy Board.
[Photo of William W. Colville, 65. Retired; former Senior Vice
William W. Colville] President, General Counsel and Secretary of Owens Cor-
ning. Director since 1995.
A graduate of Yale University and the Columbia Univer-
sity Law School, Mr. Colville began his career at Owens
Corning in 1984 as Senior Vice President and General
Counsel. Prior to joining Owens Corning, he was Presi-
dent of the Sohio Processed Minerals Group from 1982 to
1984, and General Counsel of Kennecott Corporation from
1980 to 1982.
Mr. Colville is a director of Nordson Corporation.
5
<PAGE>
[Photo of Landon Hilliard, 60. Partner, Brown Brothers Harriman &
Landon Hilliard] 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 Company of
New York. He joined Brown Brothers Harriman in 1974 and
became a partner in 1979.
Mr. Hilliard is a director of Norfolk Southern Corpora-
tion and Western World Insurance Company. 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 of Glen H. Hiner, 65. Chairman of the Board and Chief Ex-
Glen H. Hiner] 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, Kohler
Co., and The Prudential Insurance Company of America.
6
<PAGE>
Stock Ownership of Management
The following table shows information concerning beneficial ownership of
Owens Corning common stock on February 21, 2000 by all directors and nominees,
by each of the executive officers named in the Summary Compensation Table on
page 14 ("Named Executive Officers"), and by all directors and executive
officers as a group. With the exception of the ownership of Mr. Hiner (1.0%)
and all directors and executive officers as a group (2.3%), each ownership
shown represents less than 1% of the shares of common stock outstanding. Owens
Corning's stock ownership guidelines for directors are to own a minimum of
2,000 shares within five years of becoming a director; 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>
Curtis H. Barnette......................... 3,000(1)
Norman P. Blake, Jr........................ 17,575(1)(3)
David T. Brown............................. 100,969(1)(2)
Gaston Caperton............................ 7,014(1)(3)
Domenico Cecere............................ 87,110(1)(2)(4)
Leonard S. Coleman, Jr..................... 7,528(1)(3)
William W. Colville........................ 15,111(1)
Landon Hilliard............................ 6,043(3)
Glen H. Hiner.............................. 578,178(1)(2)
Jon M. Huntsman, Jr........................ 13,059(1)(3)
Ann Iverson................................ 9,514(1)(3)
W. Walker Lewis............................ 14,075(1)(3)
Furman C. Moseley, Jr...................... 45,004(3)
W. Ann Reynolds............................ 15,289(1)(3)(4)
J. Thurston Roach.......................... 61,324(1)(2)
Maura Abeln Smith.......................... 51,334(1)(2)
All Directors and Executive Officers
(including Named
Executive Officers) (22 persons).......... 1,321,319(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. Barnette, 2,000; Mr. Blake, 10,000; Mr. Brown, 78,167; Mr.
Caperton, 6,000; Mr. Cecere, 62,167; Mr. Coleman, 6,000; Mr. Colville,
10,000; Mr. Hiner, 391,666; Mr. Huntsman, 10,000; Ms. Iverson, 8,000; Mr.
Lewis, 10,000; Dr. Reynolds, 10,000; Mr. Roach, 45,334; Ms. Smith, 34,667;
All Directors and Executive Officers (22 persons), 881,827.
(2) Includes shares over which there is sole voting power, but no investment
power, as follows: Mr. Brown, 17,246; Mr. Cecere, 17,433; Mr. Hiner,
94,291; Mr. Roach, 15,230; Ms. Smith, 14,769; All Directors and Executive
Officers (22 persons), 235,047.
(3) Includes deferred shares over which there is currently no voting or
investment power, as follows: Mr. Blake, 3,075; Mr. Caperton, 1,014; Mr.
Coleman, 1,528; Mr. Hilliard, 2,043; Mr. Huntsman, 2,559; Ms. Iverson,
1,014; Mr. Lewis, 3,075; Mr. Moseley, 5,654; Dr. Reynolds, 2,559; All
Directors and Executive Officers (22 persons), 22,521.
(4) Does not include shares of common stock held by family members as to which
beneficial interest is disclaimed, as follows: Mr. Cecere, 1,800; Dr.
Reynolds, 700; All Directors and Executive Officers (22 persons), 2,500.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Securities and
Exchange Commission regulations require Owens Corning's directors, and 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
7
<PAGE>
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.
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 1999, except that one form,
reporting two sales aggregating 1,360 shares for Robert C. Lonergan, an
executive officer, was filed one day late due to a clerical error.
Committees and Meetings of the Board of Directors
The Board of Directors has standing audit, compensation, corporate
governance, executive and finance committees. The Corporate Governance
Committee also serves as a nominating committee. The Board of Directors held 7
meetings during 1999. All directors, except Mr. Huntsman, attended at least
75% of the meetings of the Board and all committees of the Board of which they
were members.
Audit Committee
Norman P. Blake, Jr., Responsible for overseeing financial reporting and
Chairman internal controls. Recommends independent public
Curtis H. Barnette accountant to the Board of Directors; reviews
Leonard S. Coleman, Jr. significant accounting policies, accruals, reserves
Ann Iverson and estimates made by management; and reviews
W. Walker Lewis policies and procedures for assuring accurate and
W. Ann Reynolds complete quarterly financial reporting, as well as
compliance with applicable laws and regulations. The
Audit Committee held 3 meetings in 1999.
Compensation Committee
Landon Hilliard, Reviews Owens Corning's policies concerning
Chairman compensation and benefits for officers and directors;
Curtis H. Barnette approves the salaries and incentive opportunities of
Norman P. Blake, Jr. all executive officers of Owens Corning; determines
Furman C. Moseley, Jr. incentive payments for all executive officers; and
W. Ann Reynolds 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 1999.
Corporate Governance Committee
W. Walker Lewis, Serves as the nominating committee for membership to
Chairman the Board of Directors; annually reviews the
Gaston Caperton appropriate skills and characteristics required of
Leonard S. Coleman, Jr. Board members; provides advice about meeting dates,
Jon M. Huntsman, Jr. the agenda and the character of information to be
W. Ann Reynolds presented at Board meetings; and reviews plans and
personnel for management continuity and development.
The Corporate Governance Committee held 2 meetings in
1999.
8
<PAGE>
Executive Committee
Glen H. Hiner, May exercise the powers of the Board of Directors,
Chairman with certain exceptions, in the intervals between
William W. Colville meetings of the Board. The Executive Committee held 1
Landon Hilliard meeting in 1999.
Jon M. Huntsman, Jr.
Ann Iverson
Furman C. Moseley, Jr.
Finance Committee
Furman C. Moseley, Jr., Responsible for reviewing financial plans, structure
Chairman and policies of Owens Corning, including annual and
Gaston Caperton long-range operating plans and capital structure. Has
William W. Colville oversight responsibility for Owens Corning's funded
Landon Hilliard retirement plans. The Finance Committee held 4
Jon M. Huntsman, Jr. meetings in 1999.
Directors' Compensation
Retainer and Meeting Fees--In 1999, Owens Corning paid each director who was
not an Owens Corning employee an annual retainer of $25,000. Non-employee
Committee Chairmen receive an additional retainer of $4,000 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 meeting 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. The
account is also credited with the number of shares which dividends on the
credited shares could have purchased on dividend payment dates. Payments are
made in cash based on the value of the account, which is determined by the
then fair market value of Owens Corning common stock, at the time the
individual ceases 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 non-recurring grant of 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
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 after August 20, 2007, 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.
9
<PAGE>
In 1999, Mr. Barnette received an initial option grant for 10,000 shares of
common stock with an exercise price of $34.625 per share, and Messrs. Blake,
Caperton, Coleman, Colville, Hilliard, Huntsman, Lewis, and Moseley, Ms.
Iverson and Dr. Reynolds each received (or deferred) an annual 500 share grant
valued at $18,031 on the date of grant (based on the closing price of Owens
Corning common stock as reported in the New York Stock Exchange Composite
Transactions).
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.
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 (subject to certain vesting
requirements) to nominate up to two organizations to share a contribution of
$1 million from the Owens-Corning Foundation, which is funded through
contributions from Owens Corning. Contributions to the nominated charitable
organizations 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 (as well as 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
Upon his retirement as an executive officer on December 31, 1994, Owens
Corning entered into an agreement with William W. Colville, who subsequently
became a director of Owens Corning. Such agreement was amended in September
1997 in connection with Mr. Colville's agreement to serve in an interim
officer capacity for Owens Corning. The amended agreement provides for Mr.
Colville's retention as a consultant for a one-year term, annually renewable
at the end of each year through 1999 unless mutually agreed by the parties.
Under this agreement, Mr. Colville receives a monthly consulting fee of
$14,583, and is also eligible for 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
will be recomputed to include five years of service under the agreement 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, and his family owns a
majority interest in, Huntsman Corporation. Business units of Owens Corning
purchased approximately $150,000 of materials from Huntsman companies during
1999. Director Landon Hilliard is a partner of Brown Brothers Harriman & Co.
("BBH"), a private banking firm. BBH acts as one of the investment managers
for the Fibreboard Settlement Trust, which holds certain assets that are
available to fund asbestos related liabilities of Fibreboard Corporation, a
subsidiary of Owens Corning. During 1999, BBH earned fees of approximately
$70,000 from the Trust for these services.
10
<PAGE>
Compensation Committee Report on Executive Compensation
To the Stockholders of Owens Corning
The Compensation Committee (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 executive officers, including Mr. Hiner, the Chairman and Chief
Executive Officer, that is competitive with the external market and rewards
individual contribution based on Company performance against a predetermined
set of goals, both short-term and long-term. This philosophy is intended to
align executive interests with those of shareholders and to create shareholder
value by maximizing Company performance. Key elements of the executive pay
opportunity include base salary, annual incentive and long-term incentive
compensation. In certain critical years, the Committee also implements special
cash incentive programs with payment tied to achievement of specified business
results to both motivate and retain executive officers, as well as provide
positive business results for our shareholders. In determining competitive
compensation levels, the Committee analyzes independent survey data from
comparator companies in the context of executive performance. Since Owens
Corning's market for executive talent extends beyond its own industry, the
survey data include companies outside the Dow Jones Building Materials Index
referred to in the Performance Graph below.
Deductibility of Compensation--Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code"), generally prevents Owens
Corning from claiming a tax deduction for compensation in excess of $1 million
paid to the Chairman and Chief Executive Officer and to the other four most
highly-paid executive officers of the Company. This deduction limitation,
however, does not apply to performance-based compensation that satisfies
certain requirements of the Internal Revenue Code. The Committee has
determined that it is in the best interests of the Company and its
shareholders to structure executive officers' compensation so it will not be
subject to the deduction limit to the extent practicable, provided that doing
so is consistent with Owens Corning's other corporate objectives. Accordingly,
the Committee has previously structured compensatory arrangements that under
certain circumstances may be subject to the deduction limit, and may do so in
the future.
Base Salary--Typically, base salaries are targeted between the 25th and 75th
percentile of comparator companies' base salaries for comparable positions.
Actual salaries for executive officers can deviate from targeted salary levels
based on an individual's experience and level of performance in the position.
Individual salary increases are generally based on the officer's
contribution to the Company; performance against pre-established goals;
support of Owens Corning's core values of customer satisfaction, individual
dignity and shareholder value; competitive practices and the relationship of
the officer's current salary to the market value of the job. Individual salary
increases are administered within an overall Company merit budget and salary
band for the individual's position. The time between actual salary increases
for the executive officers generally ranges from 10 to 18 months or more.
Effective August 1, 1999, Mr. Hiner's base salary was increased to $1
million, which represented an annualized increase of 3.3% over the 19-month
period since his last salary adjustment.
11
<PAGE>
Annual Incentive Compensation--Annual incentive payment "targets" for the
executive officers are generally set at the 75th percentile of the comparator
companies' actual incentive payments. The Corporate Incentive Plan applicable
to Internal Revenue Code Section 162(m) covered employees (the "Plan") which,
for 1999, included Mr. Hiner and the other Named Executive Officers identified
below, was approved by shareholders in 1999. The Plan's terms are based upon
selected financial criteria (tied to business objectives), as determined by
the Committee each year. In 1999, these criteria and weightings were income
from operations (75%) and shareholder value added (25%). Goals were set for
each criterion, including thresholds for each measure which identified the
minimum level of business performance at which any funding occurs. The goals
were approved by the Committee in February 1999 after a review of key business
and economic assumptions for the year. Actual business results against the
criteria determined amounts available for payments. Each Named Executive
Officer's participation in the Plan was based upon his/her job level, with
each officer eligible to earn a percentage of base salary.
For 1999 the Committee also established a special incentive opportunity
under the Plan for those officers most directly able to influence Owens
Corning's ability to exceed each of its established goals (including the Named
Executive Officers referenced below). With 1999 being a critical year for the
Company and its shareholders, it was the Committee's intent to create a
special incentive opportunity that would enable the Company to exceed its
business plan for the year. This plan's terms consisted of funding based on
income from operations ("IFO"), with payment contingent on the Company
surpassing the IFO target set forth in the 1999 Corporate Incentive Plan. The
specific IFO goals were approved by the Committee in February 1999.
Under the Plan, total payments to any Named Executive Officer cannot exceed
$4 million per year. Mr. Hiner's total incentive compensation for 1999 under
the Plan, amounts to $3,029,000. In determining Mr. Hiner's incentive
compensation award for 1999, the Committee primarily focused on Owens
Corning's performance in the two measurement areas described above (income
from operations and shareholder value added), and the incentive award
generated for Mr. Hiner by that performance against the goals set for the
Company in each measurement area.
Long-Term Incentive Compensation--The Company's philosophy regarding the
long-term rewards to its executives is to establish a link between executive
compensation and pre-determined business goals which, in turn, creates
shareholder value and aligns executive interests with those of stockholders.
Long-term incentives currently consist of awards of Stock Options and
Restricted Stock provided under Owens Corning's Stock Performance Incentive
Plan ("SPIP") approved by shareholders in 1992 and amended and approved again
by shareholders in 1996, as well as restricted stock with attendant
performance criteria ("Performance Restricted Shares") or cash equivalents
provided under the Long-Term Performance Incentive Plan ("LTPIP"), the terms
of which are set forth as a component of the SPIP. The portion of the LTPIP
applicable to Internal Revenue Code Section 162(m) covered employees was
approved by shareholders in 1996. The Committee's objective is to provide
awards that result in values approximating the median of the total long-term
incentives provided by comparator companies. The executive officers including
Mr. Hiner participate in the LTPIP and SPIP.
The Committee believes that Stock Options encourage executive officers to
relate their long-term economic interests to other shareholders. The 1999
Stock Options were granted with exercise prices equal to the fair market value
of common stock on the date of grant. These Stock Options vest after three
years if a $55 average closing price is achieved for ten consecutive trading
days on or before February 4, 2002, or vest after five years if such average
closing price is not achieved. All Stock Options granted to executive officers
have an exercise period of ten years from date of grant.
12
<PAGE>
Restricted Stock is used to provide continuing incentives to increase value
to our shareholders and to retain certain executive officers. The 1999 grants
of Restricted Stock to executive officers vest one-third each in the third,
fourth and fifth years after date of grant if a $55 average closing price is
achieved for ten consecutive trading days on or before February 4, 2002, or
will vest one-third each in the fifth, sixth and seventh years after date of
grant if such closing price is not achieved.
The LTPIP has provided incentive compensation opportunities which are
directly tied to the achievement of the Company's performance goals over a
period of three years. Under the LTPIP terms in effect for 1999, the executive
officers, including Mr. Hiner, had the opportunity to earn cash equal to the
market value on the date of payment of a specified number of shares of Company
stock ("Phantom Performance Shares"), contingent upon the degree to which
performance goals for the performance period were met. There were no payouts
made to executive officers under the LTPIP in 1999.
The size of each executive officer's equity-based award granted in 1999 was
based on the individual's responsibility level and contributions to fiscal and
operating results, together with competitive practices within the industry and
nationally. In addition, each executive officer's past Stock Option and
Restricted Stock grants were considered as well as the Committee's assessment
of each executive's individual contributions. In 1999, Mr. Hiner was awarded
243,000 Stock Options and 65,500 shares of Restricted Stock. In an effort to
strengthen the linkage between executive officers' compensation and
shareholders' interests, the 1999 equity awards reflect a one-time
upweighting. In view of this upweighting, the Committee does not anticipate
additional equity awards to these Officers in 2000.
Respectfully submitted,
Compensation Committee
Landon Hilliard, Chairman
Curtis H. Barnette
Norman P. Blake, Jr.
Furman C. Moseley, Jr.
W. Ann Reynolds
Compensation Committee Interlocks and Insider Participation--The
Compensation Committee presently consists of Landon Hilliard (Chairman),
Curtis H. Barnette, Norman P. Blake, Jr., Furman C. Moseley, Jr. and W. Ann
Reynolds. John H. Dasburg served on the Committee through his retirement from
the Board of Directors at the 1999 Annual Meeting. No other persons have
served on the Compensation Committee since the beginning of 1999.
13
<PAGE>
Executive Compensation
The following tables provide information on compensation and stock-based
awards received by Owens Corning's Chief Executive Officer and the four other
highest paid individuals who were serving as executive officers of Owens
Corning at the end of 1999. These five individuals are referred to as the
"Named Executive Officers" in this Proxy Statement.
Summary Compensation Table
The following table contains information about compensation paid, and
certain awards made, by Owens Corning to the Named Executive Officers for the
three-year period ended December 31, 1999.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
- --------------------------------------------------------------- --------------------- -------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation Award(s) Options/ Payouts Compensation
Principal Position Year ($) ($) ($)(1) ($)(2) SARs(#)(3) ($) ($)
- ------------------------ ---- ------- --------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Glen H. Hiner........... 1999 970,833 3,029,000 224,907(7) 2,280,219 243,000 35,688(9)
Chairman and Chief 1998 950,000 1,900,000 138,360(7) 241,719 90,000 337,695 37,898(9)
Executive Officer 1997 900,000 325,000 106,744(7) 380,375 45,000 47,599(9)
Domenico Cecere(4)...... 1999 450,000 995,000 452,562 50,000 12,000(9)
Senior Vice President 1998 332,917 1,020,000 56,875 34,000 54,031 4,885(9)
and 1997 241,667 70,000 67,125 10,000 230(9)
President, Building
Materials Systems
Business
Maura Abeln Smith(5).... 1999 450,000 950,000 452,562 50,000 15,896(9)
Senior Vice President, 1998 356,250 1,250,000 149,771(8) 133,656 52,000 5,333(9)
General Counsel and
Secretary
J. Thurston Roach (4)(5) 1999 425,000 892,500 417,750 48,000 11,380(9)
Senior Vice President 1998 371,875 795,000 84,375 68,000 3,741(9)
and
Chief Financial Officer
David T. Brown(4)....... 1999 300,000 771,900(6) 348,125 36,000 11,913(9)
Vice President and 1998 271,500 595,400 51,188 28,000 72,942 5,095(9)
President, Insulating 1997 242,416 55,000 76,075 12,000 5,469(9)
Systems Business
</TABLE>
- -------
(1) "Other Annual Compensation" includes perquisites and personal benefits,
where such perquisites and personal benefits exceed the lesser of $50,000
or 10% of the Named Executive Officer's annual salary and bonus for the
year, as well as certain other items of compensation. For 1999, none of
the Named Executive Officers received perquisites and/or personal benefits
in excess of the applicable threshold.
(2) Reflects awards of restricted stock under the Owens Corning Stock
Performance Incentive Plan. The value of the restricted stock awards shown
in the table was calculated by multiplying the number of shares awarded by
the closing price of Owens Corning common stock on the date of award (as
reported in the New York Stock Exchange Composite Transactions). The 1999
awards will vest in three equal annual installments beginning on February
5, 2002 if Owens Corning common stock achieves a ten-consecutive-day-
average-closing-price of $55 on or before February 4, 2002 or, if such
average-closing-price is not achieved by such date, will vest in three
equal annual installments beginning on February 5, 2004. The 1998 award to
Ms. Smith consisted of 4,700 shares, of which 1,500 vested on each of
December 31, 1998 and 1999 and the remainder will vest in 3 equal annual
installments beginning February 13, 2001.
14
<PAGE>
At the end of 1999, Mr. Hiner held a total of 98,832 shares of restricted
stock valued at $1,908,693; Mr. Cecere held a total of 17,900 shares of
restricted stock valued at $345,694; Ms. Smith held a total of 14,700 shares
of restricted stock valued at $283,894; Mr. Roach held a total of 15,000
shares of restricted stock valued at $289,688; and Mr. Brown held a total of
15,883 shares of restricted stock valued at $305,775. The value of these
aggregate restricted stock holdings was calculated by multiplying the number
of shares held by the closing price of Owens Corning common stock on
December 31, 1999 ($19.3125 per share, as reported in the New York Stock
Exchange Composite Transactions). Dividends are paid by Owens Corning on
restricted stock held by the Named Executive Officers.
(3) Represents shares of Owens Corning common stock underlying options granted
under the Stock Performance Incentive Plan in 1997 through 1999. For 1997
and 1998 grants, one-third of each stock option award becomes exercisable
in each of the first through the third years following the grant. The 1999
awards become exercisable three years after date of grant if Owens Corning
common stock achieves a ten-consecutive-day-average-closing-price of $55
or more on or before February 4, 2002 or, if such average-closing-price is
not achieved by such date, become exercisable five years after date of
grant. Vesting may accelerate in the event of death, disability,
retirement, involuntary termination due to job elimination, Change of
Control (as defined in the Stock Performance Incentive Plan), and in
certain other events at the discretion of the Compensation Committee. No
stock appreciation rights (SARs) were granted in 1997 through 1999.
(4) Prior to January 1999, Mr. Cecere served as Senior Vice President and
Chief Financial Officer and Mr. Roach served as Senior Vice President and
President, North America Building Materials Systems Business.
(5) Ms. Smith and Mr. Roach joined Owens Corning in February 1998.
(6) Includes a special award of $120,000 in recognition of Mr. Brown's
exceptional contributions during 1999 to the strong performance of the
Insulating Systems Business.
(7) Mr. Hiner's numbers reflect contractually required tax payments on income
from his Pension Preservation Trust account. The Pension Preservation
Trust is described on page 18.
(8) Number reflects $112,213 as reimbursement of certain taxes on sign-on
bonus and $37,558 as supplemental reimbursement of relocation expenses.
(9) Of Mr. Hiner's numbers, $23,965, $32,714 and $42,349 were the present
values (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 1999, 1998 and 1997, respectively. Mr. Hiner reimburses Owens Corning
for the portion of the premium which represents term life cost. Of Ms.
Smith's numbers, $9,496 and $5,333 were the present values of split-dollar
life insurance premiums paid by Owens Corning during 1999 and 1998,
respectively. Ms. Smith also reimburses Owens Corning for the portion of
the premium representing term life cost.
Except as indicated in the preceding paragraph, the amounts shown for each
of the Named Executive Officers represent contributions made by Owens
Corning to such officer's account in the Owens Corning Savings and Profit
Sharing Plan during the year indicated.
15
<PAGE>
Option Grant Table
The following table contains information about stock options granted in 1999
to the Named Executive Officers. No stock appreciation rights (SARs) were
granted in 1999.
Option/SAR Grants in 1999
<TABLE>
<CAPTION>
Potential Realizable Value
at
Assumed Annual Rates of
Stock
Price Appreciation for
Individual Grants Option Term(3)
----------------------------------------------------------------- ---------------------------
Percent
of
Total
Number of Options/
Securities SARs
Underlying Granted
Options/ to Exercise
SARs Employees or Base
Granted in Fiscal Price Expiration
Name (#) Year ($/Sh)(1) Date(2) 5% ($) 10% ($)
- ---- ---------- --------- --------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Glen H. Hiner........... 243,000 12.59% 34.8125 2/4/09 5,329,446 13,450,506
Domenico Cecere......... 50,000 2.59% 34.8125 2/4/09 1,096,594 2,767,594
Maura Abeln Smith....... 50,000 2.59% 34.8125 2/4/09 1,096,594 2,767,594
J. Thurston Roach....... 48,000 2.49% 34.8125 2/4/09 1,052,730 2,656,890
David T. Brown.......... 36,000 1.87% 34.8125 2/4/09 789,548 1,992,668
All Stockholders........ N/A N/A N/A N/A 1,183,130,503 2,985,996,031
</TABLE>
- --------
(1) The exercise price (the price that the Named Executive Officer must pay to
purchase each share of Owens Corning common stock that is subject to
option) is equal to the fair market value of the stock on the date of
grant of the option. All options shown were granted on February 4, 1999.
(2) Options become exercisable three years after date of grant if Owens
Corning common stock achieves a ten-consecutive-day-average-closing-price
of $55 or more on or before February 4, 2002 or, if such average-closing-
price is not achieved by such date, become exercisable five years after
date of grant. Vesting may accelerate in the event of death, disability,
retirement, involuntary termination due to job elimination, Change of
Control (as defined in the Stock Performance Incentive Plan), and in
certain other events at the discretion of the Compensation Committee.
Options expire 10 years after the grant date.
(3) The potential realizable value shown for the Named Executive Officers is
net of the option exercise price; the value for "All Stockholders" is
calculated based on an assumed 10 year option term commencing February 4,
1999, and is net of the common stock closing price and actual shares
outstanding on that date. The dollar gains under these columns result from
calculations assuming 5% and 10% growth rates in stock price as prescribed
by the Securities and Exchange Commission, and are not intended to
forecast future price appreciation of Owens Corning common stock. The
gains reflect a future value based upon growth at these prescribed rates.
It is important to note that options have value to the Named Executive
Officers and to other option recipients only if the stock price increases
beyond the grant date price shown in the Table during the effective option
period.
16
<PAGE>
Option/SAR Exercises and Year-End Value Table
The following table contains information about the options for Owens Corning
common stock that were exercised in 1999 by the Named Executive Officers, and
the aggregate values of these officers' unexercised options at the end of
1999. None of the Named Executive Officers held stock appreciation rights
(SARs) at December 31, 1999.
Aggregated Option/SAR Exercises in 1999, and 12/31/99 Option/SAR Values
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
12/31/99 (#) 12/31/99 ($)(1)
--------------- --------------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- --------------- ------------ --------------- --------------------
<S> <C> <C> <C> <C>
Glen H. Hiner........... --0-- --0-- 346,666/318,000 0/0
Domenico Cecere......... --0-- --0-- 47,501/75,999 0/0
Maura Abeln Smith....... --0-- --0-- 17,334/84,666 0/0
J. Thurston Roach....... --0-- --0-- 22,667/93,333 0/0
David T. Brown.......... --0-- --0-- 64,834/58,666 0/0
</TABLE>
- --------
(1) No options were in-the-money at December 31, 1999.
Retirement Benefits
Owens Corning maintains a tax-qualified Cash Balance Plan covering certain
of its salaried and hourly employees in the United States, including each of
the Named Executive Officers, in lieu of the qualified Salaried Employees'
Retirement Plan maintained prior to 1996 ("Prior Plan"), which provided
retirement benefits primarily on the basis of age at retirement, years of
service and average earnings from the highest three consecutive years of
service. In addition, Owens Corning has a non-qualified Executive Supplemental
Benefit Plan ("ESBP") to pay eligible employees the difference between the
maximum benefits payable under Owens Corning's tax-qualified retirement plan
and those benefits which would have been payable except for limitations
imposed by the Internal Revenue Code. Messrs. Hiner, Cecere and Brown were
eligible to receive benefits under both the Cash Balance Plan and the ESBP as
of December 31, 1999.
Cash Balance Plan--Under the Cash Balance Plan, each covered employee's
earned retirement benefit under the Prior Plan (including the ESBP) was
converted to an opening cash balance. Each year, Owens Corning credits to each
covered employee's account 2% of such employee's covered pay up to 50% of the
Social Security Taxable Wage Base and 4% of covered pay in excess of such wage
base. For this purpose, covered pay includes base pay, overtime pay, other
wage premium pay and annual incentive bonuses payable during the year. Cash
Balance Plan accounts earn monthly interest based on the average interest rate
for five-year U.S. treasury securities. Employees may receive their account
balance as a lump sum or as a monthly payment when they leave Owens Corning.
For employees who were at least age 40 with 10 years of service as of
December 31, 1995 ("Grandfathered Employees"), including Mr. Brown, the credit
percentages applied to covered pay are increased pursuant to a formula based
on age and years of service on such date. In addition, Grandfathered Employees
are guaranteed that, through the year 2000, they will earn at least as much
under the Cash Balance Plan as they would have earned under the Prior Plan (in
each case including the ESBP).
17
<PAGE>
The estimated annual annuity amounts payable under the Cash Balance Plan
(including the ESBP) to the Named Executive Officers at age 65 are: Mr. Hiner,
$110,427; Mr. Cecere, $102,324; Ms. Smith, $143,089; Mr. Roach, $30,025; and
Mr. Brown, $192,497. These estimated amounts assume continued employment and
current levels of covered pay through age 65, and are based on estimated
interest rates.
Supplemental Executive Retirement Plan--Owens Corning maintains a
Supplemental Executive Retirement Plan ("SERP") covering certain executive
officers, including Ms. Smith, who join Owens Corning in mid-career. The SERP
provides for a lump sum payment following termination of employment equal to a
multiple of the covered employee's Cash Balance Plan balance minus an offset
equal to the present value of retirement benefits attributable to prior
employment. The applicable multiplier for each covered employee ranges from 0
to 4 (determined by the covered employee's age when first employed by Owens
Corning) and is 1.7 in the case of Ms. Smith. The estimated annual annuity
amount payable to Ms. Smith to satisfy the lump sum obligation under this plan
at age 65, under the assumptions described in the preceding paragraph, is
$243,251, less the annualized offset (not yet calculable by Owens Corning) due
to her prior employment.
Other Arrangements--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, any qualified defined benefit plan maintained by
Owens Corning, and Social Security, total 60% of his "average annual
compensation" (the pension he would have obtained had he remained with his
prior employer until retirement). 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 to provide Mr. Cecere a supplemental pension
providing a benefit, under the pension plan formula in existence on his
employment date, determined as if he had earned two additional years of
credited service for each year employed until age 55. Mr. Cecere is now 50.
In 1992, Owens Corning established a Pension Preservation Trust for amounts
payable under the ESBP as well as under the individual pension arrangements
described above. Each year, the Compensation Committee determines (except with
respect to Mr. Hiner, where payments are contractually determined) the
participants in and any amounts to be paid with respect to the Pension
Preservation Trust, which may include a portion of benefits earned under the
ESBP and the pension agreements described above. During 1999, pretax payments
of $115,390 and $150,827 were made to the Trust for the accounts of Messrs.
Cecere and Brown, respectively. 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 amended agreement which continues through the
date of Owens Corning's annual meeting of stockholders in 2002. 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 Owens Corning without
"cause," or if he should terminate his employment for "good reason," as
defined by the terms of the agreement. Mr. Hiner is entitled to an annual
salary review, and any salary approved may not be decreased in a later year.
Mr. Hiner is also to receive a contractual bonus calculated as a percentage of
base pay based upon mutually agreed entry, target and maximum company
performance objectives. For 1999, these performance objectives were the same
as those applicable to the other participants in Owens Corning's Corporate
Incentive Plan.
Owens Corning also has entered into severance arrangements with each of the
other Named Executive Officers. These agreements provide for the payment of an
amount equal to two times base salary plus annual incentive bonuses (based on
an average of the three previous years' annual
18
<PAGE>
incentive payments or the average of the three previous years' annual
incentive targets, whichever is greater) plus continuation of insurance
benefits for a period of up to two years and, in the case of Messrs. Cecere
and Brown, a payment equal to the additional lump sum pension benefit that
would have accrued had such individuals been three years older, with three
additional years of service, at the time of employment termination. The base
salaries as of December 31, 1999 of these Named Executive Officers are as
follows: Mr. Cecere $450,000, Ms. Smith $450,000, Mr. Roach $425,000, and Mr.
Brown $300,000.
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>
<CAPTION>
[Performance Graph appears here]
CUMULATIVE TOTAL RETURN
Based upon an initial investment of $100 on December 31, 1994
with dividends reinvested
<S> <C> <C> <C>
OWENS CORNING S&P 500(R) DOW JONES BUILDING MATERIALS
---------- --------- ----------------------------
DEC-94 $100 $100 $100
DEC-95 $141 $138 $137
DEC-96 $134 $169 $163
DEC-97 $108 $226 $199
DEC-98 $113 $290 $230
DEC-99 $ 63 $351 $188
</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 2000. 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 consider selecting and employing
some other firm of well-known independent public accountants for 2000.
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.
19
<PAGE>
PROPOSAL 3. STOCKHOLDER PROPOSAL CONCERNING CLASSIFIED BOARD
Owens Corning has been notified that the New York City Teachers' Retirement
System intends to present the shareholder proposal set forth below for
consideration at the Annual Meeting. Owens Corning will promptly furnish the
address and stock ownership of such proponent to any stockholder who requests
same by oral or written request to the Secretary of Owens Corning at Owens
Corning World Headquarters, Toledo, Ohio 43659.
The Board of Directors recommends that you vote against this proposal for
the reasons described in its Statement in Opposition, which is set forth
immediately below the text of the proponent's proposal and supporting
statement.
"SHAREHOLDER PROPOSAL
REPEAL CLASSIFIED BOARD
Submitted on behalf of the New York City Teachers'
Retirement System by Alan G. Hevesi, Comptroller of the City
of New York.
BE IT RESOLVED, that the stockholders of Owens Corning
request that the Board of Directors take the necessary steps
to declassify the Board of Directors and establish annual
elections of directors, whereby directors would be elected
annually and not by classes. This policy would take effect
immediately, and be applicable to the re-election of any
incumbent director whose term, under the current classified
system, subsequently expires.
SUPPORTING STATEMENT
We believe that the ability to elect directors is the single
most important use of the shareholder franchise. Accordingly,
directors should be accountable to shareholders on an annual
basis. The election of directors by classes, for three-year
terms, in our opinion, minimizes accountability and precludes
the full exercise of the rights of shareholders to approve or
disapprove annually the performance of a director or
directors.
In addition, since only one-third of the Board of Directors
is elected annually, we believe that classified boards could
frustrate, to the detriment of long-term shareholder interest,
the efforts of a bidder to acquire control or a challenger to
engage successfully in a proxy contest.
We urge your support for the proposal to repeal the
classified board and establish that all directors be elected
annually."
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO PROPOSAL 3
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 3 FOR THE
FOLLOWING REASONS:
The Board of Directors believes that a classified board is in the best
interests of the Company and its stockholders. Unlike corporations that have
had a classified board since their incorporation, Owens Corning submitted
adoption of its classified board to a vote of its stockholders. In 1984,
holders of 84% of the votes cast voted to divide Owens Corning's Board of
Directors into three classes, with approximately one-third of the directors
elected annually. Similar procedures for a staggered election approval have
been adopted by most major corporations and, in fact, more than half of the
other S&P 500 companies provide for the election of their directors in this
manner.
20
<PAGE>
In the Board's opinion, a classified board continues to best serve Owens
Corning and its stockholders for a variety of reasons, including: (1) it
provides continuity and stability of leadership; (2) it allows the Company to
better implement long-term strategies and focus on long-term performance; (3)
it promotes a more orderly process for directors to consider any and all
alternatives to maximize Company performance and shareholder value, in
exercise of their fiduciary duties; and (4) it best positions the directors to
maximize shareholder value in the face of takeover attempts.
While classified boards generally provide greater continuity and stability
in the management of the business affairs of a company, the diverse nature of
Owens Corning's business issues and the accelerating need for specialized
knowledge and judgment necessitates that Owens Corning's directors be familiar
with the various elements of the Company's businesses and critical issues.
Staggered terms promote the likelihood that a majority of the directors at any
given time have such experience and familiarity, and are therefore better
positioned to make critical strategic decisions. Further, a classified board
helps Owens Corning attract and retain qualified individuals, who might
otherwise be unwilling to invest the substantial time and dedication necessary
to understand the Company and its operations. Keeping a classified board helps
assure that individuals familiar with the unique demands of Owens Corning will
continue to serve the Company and its stockholders as directors.
The Board remains committed to corporate accountability and does not accept
the proposition that a classified board somehow insulates directors from
responsibility. All directors are required to uphold their fiduciary duties to
the Company and its stockholders regardless of the length of their term of
office. A classified board still permits stockholders to annually change up to
one-third of the Company's directors, and strikes the right balance between
the ability of stockholders to evaluate the Board's performance and the need
for continuity, stability and long-term strategic business considerations.
Corporate accountability depends on the selection of responsible and
experienced individuals, not on whether they are elected for terms of one year
or three.
In addition, the Board has instituted a number of measures that assure the
accountability and independence of its members. The Board of Directors
consists almost exclusively of non-employee directors, so that the Board has a
high degree of independence from management. The Company also has a Corporate
Governance Committee, consisting solely of outside directors, which annually
reviews the appropriate skills and characteristics required of Board members.
The Board's Compensation Committee and Audit Committee are also comprised
solely of independent directors.
Finally, the Board believes that a classified board provides a necessary
protection against the ability of a third party to obtain control of the
Company using coercive or unfair takeover tactics, with inadequate
consideration being paid to stockholders. Since a classified board prevents
removal of the entire Board in a single election, the incumbent directors have
the time and leverage necessary to negotiate more favorable terms for
stockholders, or to consider and pursue alternatives to enhance shareholder
value and more effectively represent the interests of all stockholders of the
Company.
FOR THE REASONS OUTLINED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE AGAINST PROPOSAL 3.
Approval of Proposal 3 requires the affirmative vote of a majority of the
votes cast at the Annual Meeting. However, stockholders should note that
approval of this proposal by a majority of the votes cast at the Annual
Meeting would not by itself eliminate the Company's classified board. The
proposal is only a recommendation. Eliminating the classified board requires
an amendment to the Company's Certificate of Incorporation. Under the
Company's Certificate of Incorporation and the laws of Delaware, where the
Company is incorporated, to eliminate the classified board, the Board of
21
<PAGE>
Directors would first have to authorize an amendment to the Certificate of
Incorporation. Holders of at least 66 2/3 percent of the outstanding shares of
common stock would then have to approve that amendment.
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.
Stockholder Proposals For 2001 Annual Meeting
In order to be considered for inclusion in Owens Corning's proxy statement
and form of proxy relating to the 2001 annual meeting of stockholders, a
stockholder proposal must be received by the Secretary of Owens Corning at
Owens Corning World Headquarters, Toledo, Ohio 43659 on or before November 17,
2000. Under Owens Corning's by-laws, notice of a stockholder proposal
submitted outside the processes of Rule 14a-8 under the Securities Exchange
Act of 1934 is untimely if delivered to the Secretary of Owens Corning at the
address shown above less than 60 days prior to the meeting. 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, 1999 ("Annual Report to Stockholders") has been mailed to all stockholders
of record as of February 21, 2000, the Record Date for the 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, 2000 a copy of Owens Corning's Annual
Report on Form 10-K for 1999, as filed with the Securities and Exchange
Commission. Requests should be addressed to Owens Corning, Document Center 3,
One Owens Corning Parkway, Toledo, Ohio 43659.
Solicitation of Proxies
Proxies will be solicited on behalf of the Board of Directors in person or
by mail, telephone, or other electronic means. Solicitation costs will be paid
by Owens Corning. Copies of proxy material and of the Annual Report to
Stockholders 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 retained Georgeson Shareholder Communications Inc. to
assist with the solicitation of proxies for a fee of $12,000, plus
distribution costs and other expenses.
Voting Procedures
The holders of a majority of shares entitled to vote at the Annual Meeting
must be present in person or represented by proxy in order to constitute a
quorum. All shares represented by duly executed proxies will be voted for the
election of the nominees named in Proposal 1 as directors unless authority to
vote for the proposed slate of directors or any individual director has been
22
<PAGE>
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
Proposals 2 and 3, shares will be voted for or against, or abstained from
voting, as specified on each proxy. If no choice is indicated, a proxy will be
voted for Proposal 2 and against Proposal 3. Broker non-votes and abstentions
will have no effect on the outcome of the Proposals.
Voting Securities
Stockholders of record at the close of business on February 21, 2000 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 55,485,313 shares were
outstanding on the Record Date. Each share outstanding on the Record Date will
be entitled to one vote.
23
<PAGE>
[LOGO OF OWENS CORNING]
OWENS CORNING WORLD HEADQUARTERS
ONE OWENS CORNING PARKWAY
TOLEDO, OHIO, U.S.A. 43659
<PAGE>
Please mark your votes as indicated in this example [X]
PROXY
The Board of Directors recommends a vote "FOR" Items 1 and 2------
| WITHHELD
ITEM 1 - Election of the following nominees as Directors: FOR FOR ALL
01. Norman P. Blake, Jr. 02. Leonard S. Coleman, Jr. [_] [_]
03. W. Ann Reynolds
WITHHELD FOR (Write nominee's name)
- -----------------------------------
FOR AGAINST ABSTAIN
ITEM 2 - Approval of selection of independent accountants [_] [_] [_]
The Board of Directors recommends a vote "AGAINST" Item 3----------
|
ITEM 3 - Stockholder proposal concerning classified board FOR AGAINST ABSTAIN
[_] [_] [_]
To act in their discretion on such other
matters as may come before said meeting
or any adjournment thereof
Signature(s) ____________________________________________ Date _________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
. IF VOTING BY MAIL, FOLD AND DETACH HERE .
Instructions for Voting
Owens Corning offers you 3 alternative ways to vote by proxy, without attending
the meeting:
. INTERNET (using a browser) . TELEPHONE (using a touch-tone phone)
. MAIL (using the proxy card)
Your INTERNET or TELEPHONE vote authorizes the named proxies to vote your shares
in the same manner as if you had returned your proxy card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7 days
a week.
INTERNET VOTING (Available only until 4:00 p.m. Eastern time on April 19, 2000)
. Visit our internet voting website at http://www.proxyvoting.com/owc
. Enter the CONTROL NUMBER located in the box in the lower right hand corner of
this form.
. Follow the instructions on your screen.
. You will incur only your usual internet charges, if applicable.
. Do not mail your proxy card.
TELEPHONE VOTING (Available only until 4:00 p.m. Eastern time on April 19, 2000)
. This method is available only for stockholders calling from the U.S. or
Canada.
. On a touch-tone telephone, call TOLL FREE 1-800-840-1208 anytime. There is no
charge to you for this call.
. You will be asked to enter the CONTROL NUMBER located in the box in the lower
right hand corner of this form.
. Have your proxy card in front of you so that you can vote on the items
described on the proxy card when asked.
. Do not mail your proxy card.
VOTING BY MAIL
. Mark, date and sign the proxy card above and return it in the postage-paid
envelope enclosed.
. If you vote by internet or telephone, please do not mail your proxy card.
<PAGE>
PROXY [LOGO]
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 20, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OWENS CORNING
The undersigned stockholder(s) of Owens Corning 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 to be held April 20, 2000, or
any adjournment thereof, hereby revoking any other proxy heretofore given.
This Proxy when properly authorized using one of the three alternative voting
methods described on the reverse will be voted in the manner directed by the
undersigned stockholder(s). If no direction is made, this Proxy will be voted
FOR the nominees named in Item 1, FOR the Proposal referred to in Item 2, and
AGAINST the Proposal referred to in Item 3.
(Continued, and to be voted as described, on the other side)
- --------------------------------------------------------------------------------
. IF VOTING BY MAIL, FOLD AND DETACH HERE .
<PAGE>
Please mark your votes as indicated in this example [X]
INSTRUCTION
CARD
The Board of Directors recommends a vote "FOR" Items 1 and 2-------
| WITHHELD
ITEM 1 -- Election of the following nominees as Directors: FOR FOR ALL
01. Norman P. Blake, Jr. 02. Leonard S. Coleman, Jr. [_] [_]
03. W. Ann Reynolds
WITHHELD FOR (Write nominee's name)
- -----------------------------------
FOR AGAINST ABSTAIN
ITEM 2 - Approval of selection of independent accountants [_] [_] [_]
The Board of Directors recommends a vote "AGAINST" Item 3---------
|
ITEM 3 - Stockholder proposal concerning classified board FOR AGAINST ABSTAIN
[_] [_] [_]
To act in their discretion on such other
matters as may come before said meeting
or any adjournment thereof
I hereby authorize Fidelity Management Trust Company, as Trustee under the Owens
Corning Savings and Profit Sharing Plan and Savings and Security Plan, to vote
the shares of Owens Corning Common Stock held for my account under said Plans.
Signature(s) _____________________________________________ Date _______________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
.IF VOTING BY MAIL, FOLD AND DETACH HERE.
Instructions for Voting
You have 3 alternative ways to instruct the Trustee to vote:
. INTERNET (using a browser) . TELEPHONE (using a touch-tone phone)
. MAIL (using the instruction card)
Your INTERNET or TELEPHONE vote instructs the Trustee to vote your shares in the
same manner as if you had returned your instruction card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7 days a
week.
INTERNET VOTING (Available only until 4:00 p.m. Eastern time on April 18, 2000)
. Visit our internet voting website at http://www.proxyvoting.com/owc
. Enter the CONTROL NUMBER located in the box in the lower right hand corner of
this form.
. Follow the instructions on your screen.
. You will incur only your usual internet charges, if applicable.
. Do not mail your instruction card.
TELEPHONE VOTING (Available only until 4:00 p.m. Eastern time on April 18, 2000)
. This method is available only for stockholders calling from the U.S. or
Canada.
. On a touch-tone telephone, call TOLL FREE 1-800-840-1208 anytime. There is no
charge for this call.
. You will be asked to enter the CONTROL NUMBER located in the box in the lower
right hand corner of this form.
. Have your instruction card in front of you so that you can vote on the items
described on the instruction card when asked.
. Do not mail your instruction card.
VOTING BY MAIL
. Mark, date and sign the instruction card above and return it in the
postage-paid envelope enclosed.
. If you vote by internet or telephone, please do not mail your instruction
card.
<PAGE>
INSTRUCTION CARD
ANNUAL MEETING OF STOCKHOLDERS, APRIL 20, 2000 [LOGO]
OWENS CORNING
Savings and Profit Sharing Plan
Savings and Security Plan
To Fidelity Management Trust Company, Trustee* of the Plans:
Receipt of proxy soliciting material for above meeting is acknowledged. You
are directed to vote the number of shares reflecting my interest in each of the
Plans on February 21, 2000, the record date for the meeting and any adjournment
thereof, and to effect that vote by executing a proxy or proxies in the form
solicited by the Board of Directors of Owens Corning, as indicated on the
reverse side.
THIS INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE
PLEASE VOTE PROMPTLY
The Trustee of each Plan will vote shares for which a proper voting
instruction is not received in the same proportion as the shares for which
instructions have been received for such Plan. Voting instructions must be
received by April 18, 2000.
*ChaseMellon has been appointed Agent to tally the votes.
(Continued, and to be voted as described, on the other side)
- --------------------------------------------------------------------------------
.IF VOTING BY MAIL, FOLD AND DETACH HERE.
TO PARTICIPANTS IN PLANS
HOLDING OWENS CORNING COMMON STOCK [LOGO]
The Annual Meeting of Owens Corning Stockholders will be held Thursday,
April 20, 2000, 2 p.m., at One Owens Corning Parkway, Toledo, Ohio.
Through your plan participation, you are the beneficial owner of Owens
Corning stock. As a participant in the plan, you have the right to instruct your
Trustee to vote your shares in accordance with your wishes. As described on the
other side, you may send your voting instructions via the internet, telephone or
mail. Regardless of the method you use, your voting instructions are completely
confidential.
I look forward to seeing you at our annual meeting, Thursday, April 20,
2000 in Toledo.
Sincerely,
/s/ [SIGNATURE LOGO]
<PAGE>
Please mark your votes as indicated in this example [X]
INSTRUCTION
CARD
The Board of Directors recommends a vote "FOR" Items 1 and 2------
| WITHHELD
ITEM 1 - Election of the following nominees as Directors: FOR FOR ALL
01. Norman P. Blake, Jr. 02. Leonard S. Coleman, Jr. [_] [_]
03. W. Ann Reynolds
WITHHELD FOR (Write nominee's name)
- -----------------------------------
FOR AGAINST ABSTAIN
ITEM 2 - Approval of selection of independent accountants [_] [_] [_]
The Board of Directors recommends a vote "AGAINST" Item 3----------
|
ITEM 3 - Stockholder proposal concerning classified board FOR AGAINST ABSTAIN
[_] [_] [_]
To act in their discretion on such other
matters as may come before said meeting
or any adjournment thereof
I hereby authorize Fidelity Investments Canada Limited, as Trustee under the
Owens Corning Canada Inc. Consolidated Retirement Plan and Global Stock Plan, to
vote the shares of Owens Corning Common Stock held for my account under said
Plans.
Signature(s) ____________________________________________ Date _________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
. IF VOTING BY MAIL, FOLD AND DETACH HERE .
Instructions for Voting
You have 3 alternative ways to instruct the Trustee to vote:
. INTERNET (using a browser) . TELEPHONE (using a touch-tone phone)
. MAIL (using the instruction card)
Your INTERNET or TELEPHONE vote instructs the Trustee to vote your shares in the
same manner as if you had returned your instruction card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7 days a
week.
INTERNET VOTING (Available only until 4:00 p.m. Eastern time on April 18, 2000)
. Visit our internet voting website at http://www.proxyvoting.com/owc
. Enter the CONTROL NUMBER located in the box in the lower right hand corner of
this form.
. Follow the instructions on your screen.
. You will incur only your usual internet charges, if applicable.
. Do not mail your instruction card.
TELEPHONE VOTING (Available only until 4:00 p.m. Eastern time on April 18, 2000)
. This method is available only for stockholders calling from the U.S. or
Canada.
. On a touch-tone telephone, call TOLL FREE 1-800-840-1208 anytime. There is no
charge to you for this call.
. You will be asked to enter the CONTROL NUMBER located in the box in the lower
right hand corner of this form.
. Have your instruction card in front of you so that you can vote on the items
described on the instruction card when asked.
. Do not mail your instruction card.
VOTING BY MAIL
. Mark, date and sign the instruction card above and return it in the postage-
paid envelope enclosed.
. If you vote by internet or telephone, please do not mail your instruction
card.
<PAGE>
INSTRUCTION CARD [LOGO]
ANNUAL MEETING OF STOCKHOLDERS, APRIL 20, 2000
OWENS CORNING
Owens Corning Canada Inc. Global Stock Plan
Owens Corning Canada Inc. Consolidated Retirement Plan
To Fidelity Investments Canada Limited, Trustee* of the Plans:
Receipt of proxy soliciting material for above meeting is acknowledged. You
are directed to vote the number of shares reflecting my interest in each of the
Plans on February 21, 2000, the record date for the meeting and any adjournment
thereof, and to effect that vote by executing a proxy or proxies in the form
solicited by the Board of Directors of Owens Corning, as indicated on the
reverse side.
THIS INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE
PLEASE VOTE PROMPTLY
Voting instructions must be received by April 18, 2000.
*ChaseMellon has been appointed Agent to tally the votes.
(Continued, and to be voted as described, on the other side)
- --------------------------------------------------------------------------------
. IF VOTING BY MAIL, FOLD AND DETACH HERE .
[LOGO]
TO PARTICIPANTS IN PLANS
HOLDING OWENS CORNING COMMON STOCK
The Annual Meeting of Owens Corning Stockholders will be held Thursday, April
20, 2000, 2 p.m., at One Owens Corning Parkway, Toledo, Ohio.
Through your plan participation, you are the beneficial owner of Owens
Corning stock. As a participant in the plan, you have the right to instruct your
Trustee to vote your shares in accordance with your wishes. As described on the
other side, you may send your voting instructions via the internet, telephone or
mail. Regardless of the method you use, your voting instructions are completely
confidential.
I look forward to seeing you at our annual meeting, Thursday, April 20, 2000
in Toledo.
Sincerely,
/s/ [SIGNATURE LOGO]
