<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Petrolite Corporation
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Charles R. Miller
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computer
pursuant to Exchange Act Rule 0-11:*1*
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4) Proposed maximum aggregate value of transaction:
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*1* Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
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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> 2
Notice of
ANNUAL MEETING
and
PROXY STATEMENT
Annual Meeting of Stockholders
MARCH 6, 1995
<PAGE> 3
PETROLITE CORPORATION
369 MARSHALL AVENUE
ST. LOUIS, MISSOURI 63119
(314) 961-3500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 6, 1995
TO THE STOCKHOLDERS OF
PETROLITE CORPORATION:
The Annual Meeting of the Stockholders of Petrolite Corporation, a
Delaware corporation, will be held at 11:00 o'clock a.m., Central
Standard Time, on Monday, March 6, 1995, in Conference Room 1 on the
Atrium Level at Boatmen's Plaza, 800 Market Street, St. Louis, Missouri
for the following purposes:
1. To elect eleven Directors.
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on January 6,
1995, are entitled to notice of, and to vote at, the meeting or any
adjournment or adjournments thereof.
By order of the Board of Directors
CHARLES R. MILLER
Secretary
February 8, 1995
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE. YOUR GRANT OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON SHOULD YOU DECIDE TO ATTEND THE MEETING.
<PAGE> 4
PETROLITE CORPORATION
369 MARSHALL AVENUE
ST. LOUIS, MISSOURI 63119
(314) 961-3500
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
MARCH 6, 1995
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Petrolite Corporation
(hereinafter called the "Company") for use at the Annual Meeting of
Stockholders to be held in accordance with the foregoing notice (the
"Annual Meeting"). It is anticipated that this Proxy Statement,
together with the Proxy and the 1994 Annual Report to Stockholders,
will be mailed to the Company's stockholders on or about February 13,
1995.
PROXY SOLICITATION
THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF
THE COMPANY. All Proxies in the enclosed form which are executed
properly and returned to the Company will be voted at the Annual
Meeting, or any adjournment or adjournments thereof, in accordance with
the instructions of such Proxies and, if no contrary instructions are
given, FOR the Directors and Director Nominees nominated by the Board
of Directors. A stockholder executing and returning a Proxy has the
power to revoke it at any time before it is exercised either by
executing and delivering a later-dated Proxy to the Secretary of the
Company, or by delivering a duly-executed written revocation of such
Proxy to the Secretary of the Company.
The inspectors of election will treat shares represented by properly
signed and returned Proxies that reflect abstentions as shares that are
present and entitled to vote for purposes of determining the presence
of a quorum and for purposes of determining the outcome of any question
submitted to the stockholders for a vote. Except as otherwise noted
herein, abstentions do not constitute a vote "for" or "against" a
question and will be disregarded in the calculation of the votes cast.
"Broker non-votes" are those shares held by brokers or nominees as to
which instructions have not been received from the beneficial owners or
persons entitled to vote, and as to which the broker or nominee does
not have the discretionary power to vote on a particular question. The
inspectors of election will treat "broker non-votes" as shares that are
present and entitled to vote for purposes of establishing a quorum. For
purposes of determining the outcome of any question as to which the
broker has physically indicated on the Proxy that it does not have
discretionary authority to vote, these shares will be treated as not
present and not entitled to vote with respect to that question, even
though those shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other questions.
Other than the election of Directors, the Company does not know of
any matters which are to come before the meeting. If any other matters
are presented properly to the meeting for action, it is intended that
the persons named in the accompanying form of Proxy, and acting
thereunder, will vote in accordance with their best judgment on such
matters.
The Company will bear the entire cost of preparing, assembling,
printing and mailing this Proxy Statement, the Proxy, and any
additional material which may be furnished to brokerage houses, banks,
fiduciaries and custodians to forward to their principals, and the
Company may reimburse them for their expense in so doing. The Company
will not pay any commission or remuneration to any person for any
solicitation of Proxies.
2
<PAGE> 5
VOTING SECURITIES
Stockholders of record at the close of business on January 6, 1995,
are entitled to notice of and to vote at the Annual Meeting. The
Company had outstanding on that date 11,328,778 shares of capital stock
(after deducting 887,919 held in treasury). Each outstanding share of
capital stock is entitled to one vote on all matters coming before the
meeting of stockholders. The presence, either in person or by Proxy, of
persons entitled to cast a majority of such votes constitutes a quorum
for the transaction of business at the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following tabulation shows the holdings of each person who owns
of record, or who is known by the Company to own beneficially, more
than five percent (5%) of the Company's capital stock. Except as
indicated otherwise, these beneficial owners possess sole voting and
sole dispositive power with respect to the total number of shares
reported.
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------- ------------------- -------------------- --------
<C> <S> <C> <C>
Capital....................Wm. S. Barnickel & Company 5,337,360<F1> 47.1%
P.O. Box 190189
St. Louis, MO 63119-6189
Capital....................Mitchell Hutchins Institutional Investors Inc. 769,141<F2> 6.7%
1285 Avenue of the Americas
New York, NY 10019
Capital....................Scudder Stevens & Clark, Inc. 680,200<F3> 6.0%
175 Federal Street
Boston, MA 02110
<FN>
- -----
Note <F1>: Ninety percent of the outstanding capital stock of Wm. S.
Barnickel & Company ("Barnickel Company") is held by The
William S. Barnickel Testamentary Trust (the "Barnickel
Trust"), established under the will of William S. Barnickel,
deceased, of which Michael V. Janes and Boatmen's Trust
Company, a subsidiary of Boatmen's Bancshares, Inc., serve as
co-trustees. The remaining ten percent of the outstanding
capital stock of Wm. S. Barnickel & Company is held by two
other trusts, The John S. Lehmann Trust f/b/o John S.
Lehmann, Jr. and The John S. Lehmann Trust f/b/o Frederick W.
Lehmann III. Boatmen's Trust Company serves as trustee of
both of the Lehmann Trusts.
The Barnickel Trust terminated upon the death of Genevieve B.
Janes on August 27, 1993. The assets of the Barnickel Trust,
including the capital stock of Barnickel Company, continue to
be held by the trustees pending distribution of the trust
assets. Information with respect to the execution of a letter
of intent (the "Letter of Intent") between the Company,
Barnickel Company, the Barnickel Trust and certain other
parties is set forth in this Proxy Statement under the
heading Certain Transactions.
On February 24, 1994, Boatmen's Bancshares, Inc. ("BBI"),
Boatmen's Trust Company ("BTC"), Barnickel Company, and the
Barnickel Trust (collectively, the "Reporting Persons")
delivered a Schedule 13D to the Company in which the
following, among other things, was reported:
The death of Genevieve Barnickel Janes, one of the
co-trustees of the [Barnickel] Trust and the income
beneficiary of the Trust, on August 27, 1993 resulted in
the termination of the Trust pursuant to its terms. The
trustees are analyzing how to effectuate the termination
and under what circumstances the Trust should distribute
the assets of the Trust, consisting principally of shares
of common stock of Barnickel Company, to the beneficiaries
of the Trust in view of the objectives of maximizing
liquidity, minimizing taxes and providing for impartial
treatment of the beneficiaries, to the extent practicable.
3
<PAGE> 6
The Reporting Persons reported at that time aggregate
beneficial ownership of 6,355,408 shares of the Company's
capital stock, or 56.3% of the shares outstanding. On April
8, 1994, the Reporting Persons filed an amendment to their
Schedule 13D to report aggregate beneficial ownership of
5,674,183 shares, or 50.2% of the shares outstanding.
Also on February 24, 1994, Michael V. Janes, at that time a
Director of the Company and a nominee for election at the
Company's annual meeting of stockholders to be held March 7,
1994, delivered a Schedule 13D to the Company in which the
following, among other things, was reported:
The undersigned originally acquired and held . . . shares
[of the Company's capital stock] in the ordinary course of
business. The death of Genevieve B. Janes on August 27,
1993 resulted in the termination of the Barnickel Trust in
accordance with its terms. Consequently, the undersigned
and BTC as co-trustees of the Barnickel Trust are analyzing
alternative methods to effectuate the distribution of the
assets of the Barnickel Trust to its beneficiaries in view
of the objectives of maximized liquidity, minimized taxes
and impartial treatment of beneficiaries. . . .
Mr. Janes at that time reported aggregate beneficial
ownership of 6,355,408 shares of the Company's capital stock,
or 56.3% of the shares outstanding. On April 8, 1994, Mr.
Janes filed an amendment to his Schedule 13D to report
aggregate beneficial ownership of 5,674,183 shares, or 50.2%
of the shares outstanding, and to report that he had resigned
as a Director of the Company on March 7, 1994.
On December 9, 1994, the Reporting Persons, The John S.
Lehmann Trust f/b/o John S. Lehmann, Jr., The John S. Lehmann
Trust f/b/o Frederick W. Lehmann III, Michael V. Janes,
Genevieve J. Brown, John V. Janes, Jr. and William B. Janes
(hereafter referred to collectively as the "Reporting
Persons") filed an amendment to the previously amended 13D
schedules. The amendment reported the addition of Genevieve
J. Brown, John V. Janes, Jr., William B. Janes, and the
Lehmann Trusts as potential members of the group identified
in the previous filings.
The amendment also reported, among other things, that the
Company and the Reporting Persons had entered into a Letter
of Intent which sets forth the principal terms of the
proposed acquisition by the Company of substantially all of
the assets of Barnickel Company (the "Proposed
Reorganization"). Additional information on the Letter of
Intent is set forth in this Proxy Statement under the heading
Certain Transactions.
The Reporting Persons reported aggregate beneficial ownership
of 5,686,507 shares of the Company's capital stock, or 50.3%
of the shares outstanding.
On or about February 10, 1995, the Reporting Persons, Fairfax F.
Pollnow and Wayne J. Grace (hereafter referred to
collectively as the "Reporting Persons") filed an amendment
to the previously amended 13D schedules. The amendment
reported, among other things, the addition of Fairfax F.
Pollnow and Wayne J. Grace as potential members of the group
identified in the previous filings.
The amendment also reported that, as part of the review of
alternatives to the Proposed Reorganization, the Company's
Board of Directors invited Barnickel Company to propose two
individuals for nomination to the Company's Board of
Directors at the Company's Annual Meeting of Stockholders to
be held March 6, 1995, and that Barnickel Company had
proposed Mr. Fairfax F. Pollnow and Mr. Wayne J. Grace. The
Company's Board of Directors expanded such Board from nine to
eleven members to accommodate the two nominees proposed by
Barnickel Company. Barnickel Company expects to vote its
shares of capital stock at the Company's 1995 Annual Meeting
of Stockholders in favor of the Company's nominees for
directors, which would include such nominees.
The amendment also reported that the Reporting Persons had
been advised by the Company that, on February 7, 1995, the
Company Board of Directors amended the Company's Rights
Agreement dated March 28, 1994, as amended, to (1) clarify
that no rights issued thereunder would become exercisable
solely by reason of the distribution of the Barnickel Trust
pursuant to its terms, (2) treat Messrs. Pollnow and Grace,
and any other persons proposed by Barnickel Company for
nomination by the Company for election as Directors of the Company
("Barnickel Nominees"), as "Exempt Persons" insofar as they
might be deemed a member of a "group" (as defined in Section
13(d)(3) of the Securities Exchange Act of 1934) solely by
reason of such proposed nomination, nomination, or subsequent
election, (3) exclude the Barnickel Nominees and any person who
is an
4
<PAGE> 7
"Exempt Person" or a representative of an "Exempt Person" from
the definition of "Continuing Director(s)", and (4) clarify
that the furnishing of proxies or the casting of votes in
favor, or the withholding of votes from, the election of
nominees for election as Directors of the Company by the
Reporting Persons in respect of the Company's 1995 Annual
Meeting of Stockholders will not, directly or indirectly,
cause any rights issued under the Rights Agreement to become
exercisable.
The amendment also reported that the co-trustees of the
Barnickel Trust anticipate that the Barnickel Trust will
distribute its assets, including shares of Barnickel Company
capital stock, to its beneficiaries in the near future.
The Reporting Persons reported aggregate beneficial ownership
of 5,687,124 shares of the Company's capital stock, or 50.1%
of the shares outstanding.
BBI reported sole voting and dispositive power over no
shares, shared voting power over 5,618,778 shares, and shared
dispositive power over 5,586,017 shares. BTC reported sole
voting power over 141,950 shares, shared voting power over
5,476,828 shares, sole dispositive power over 15,632 shares,
and shared dispositive power over 5,570,385 shares.
Barnickel Company and Barnickel Trust each reported sole
voting and dispositive power over no shares and shared voting
and dispositive power over 5,337,360 shares.
The John S. Lehmann Trust f/b/o John S. Lehmann, Jr. reported
sole voting and dispositive power over no shares and shared
voting and dispositive power over 400,302 shares. The John S.
Lehmann Trust f/b/o Frederick W. Lehmann III reported sole
voting and dispositive power over no shares and shared voting
and dispositive power over 133,434 shares. It was indicated
that the reported shares represent the indirect proportional
interest of each trust in the shares of the Company's capital
stock held by Barnickel Company.
Genevieve J. Brown reported sole voting and dispositive power
over 11,946 shares and shared voting and dispositive power
over 839,194 shares.<F*>
John V. Janes, Jr. reported sole voting and dispositive power
over 500 shares and shared voting and dispositive power over
800,604 shares.<F*>
Michael V. Janes reported sole voting and dispositive power
over 52,400 shares and shared voting and dispositive power
over 5,411,260 shares, including the shares owned by
Barnickel Company.
William B. Janes reported sole voting power over no shares
and shared voting power over 800,604 shares. He reported sole
dispositive power over 23,400 shares and shared dispositive
power over 800,604 shares.<F*>
<F*> It was indicated that the reported shares include shares
representing an indirect proportional interest in 800,604
shares of the Company's capital stock held by Barnickel
Company.
Fairfax F. Pollnow and Wayne J. Grace each reported sole
voting and dispositive power over no shares and shared voting
and dispositive power over no shares.
Note <F2>: Mitchell Hutchins Institutional Investors Inc. possesses
shared voting and dispositive power over all of the shares
shown. Information presented as of February 11, 1994.
Note <F3>: Scudder Stevens & Clark, Inc. possesses shared power to vote
or direct the vote of 665,000 shares and sole power to
dispose or to direct the disposition of 680,200 shares.
Information presented as of February 4, 1994.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following tabulation sets forth the number and percentage of
shares of the Company's capital stock beneficially owned, directly or
indirectly, by each of the Company's Directors, Director Nominees and
Named Executive Officers, and by the Directors and Executive Officers
of the Company as a group. Except as noted otherwise, such persons
possess sole voting and sole dispositive power with respect to the
entire number of shares reported. With respect to the
5
<PAGE> 8
Directors, except for Mr. Nasser and Mr. Cornelsen, the amount shown
includes 4,000 shares deemed to be outstanding pursuant to stock
options that are presently exercisable. With respect to Mr. Cornelsen,
the amount shown includes 2,000 shares deemed to be outstanding
pursuant to stock options that are presently exercisable.
<TABLE>
DIRECTORS AND DIRECTOR NOMINEES
<CAPTION>
TITLE NAME OF AMOUNT AND NATURE OF PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------- ---------------- ------------------- --------
<C> <S> <C> <C>
Capital....................Paul F. Cornelsen 5,100 <F*>
Capital....................Andrew B. Craig, III 5,000 <F*>
Capital....................Louis Fernandez 5,000 <F*>
Capital....................Wayne J. Grace <F1> <F1>
Capital....................Paul H. Hatfield 500 <F*>
Capital....................William E. Maritz 5,000 <F*>
Capital....................James E. McCormick 5,000 <F*>
Capital....................William E. Nasser 16,371<F1><F2> <F*>
Capital....................Richard L. O'Shields 500 <F*>
Capital....................Fairfax F. Pollnow <F1> <F1>
Capital....................Thomas P. Reidy 5,000 <F*>
</TABLE>
<TABLE>
NAMED EXECUTIVE OFFICERS
<CAPTION>
TITLE NAME OF AMOUNT AND NATURE OF PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------- ---------------- ------------------- --------
<C> <S> <C> <C>
Capital....................Jasper S. Titone 14,032<F2> <F*>
Capital....................Toby R. Graves 4,353<F2> <F*>
Capital....................Richard J. Seidel 11,379<F2><F3> <F*>
Capital....................James M. Zemenick 10,971<F2><F3> <F*>
Capital....................All Directors and Officers
as a Group (20 persons) 101,308<F4> <F*>
<FN>
- -----
<F*>Less than 1%
Note <F1>: See Note (1) under the heading Security Ownership of Certain
Beneficial Owners in this Proxy Statement.
Note <F2>: The amount shown includes shares which are deemed to be
outstanding pursuant to stock options that are presently
exercisable or are exercisable within sixty days of January
6, 1995, as follows: Mr. Nasser, 5,000; Mr. Titone, 7,500;
Dr. Graves, 1,000; Mr. Seidel, 6,000; Mr. Zemenick, 6,000.
The amount shown includes shares of capital stock held in
trust for the benefit of individual Officers through the
Company Employees' Savings Plan, as follows: Mr. Nasser,
4,701; Mr. Titone, 1,847; Dr. Graves, 2,102; Mr. Seidel,
3,886; Mr. Zemenick, 2,803. (Savings Plan information
presented as of November 2, 1994.)
Note <F3>: Mr. Nasser disclaims beneficial ownership of 50 of the shares
shown. Mr. Seidel disclaims beneficial ownership of 210 of
the shares shown. Mr. Zemenick disclaims beneficial ownership
of 298 of the shares shown.
Note <F4>: The amount shown includes 29,700 shares which are deemed to
be outstanding pursuant to stock options that are presently
exercisable, or are exercisable within sixty days of January
6, 1995. The amount shown includes 22,137 shares held for the
benefit of individual Officers through the Company Employees'
Savings Plan. (Savings Plan information presented as of
November 2, 1994.)
</TABLE>
6
<PAGE> 9
ELECTION OF DIRECTORS
Eleven Directors, comprising the entire membership of the Board of
Directors of the Company, are to be elected at the Annual Meeting.
Unless contrary instructions are given, Proxies will be voted for the
following named persons, each to hold the office of Director for the
ensuing year, subject to the provisions of the By-Laws. If, for
unforeseen reasons, any of such nominees should be unable to serve as
Director, it is intended that Proxies not limited to the contrary will
be voted in favor of the election as Director of such other person or
persons as the Proxy holder may determine.
The following information is submitted with respect to nominees for
election as Director. Unless indicated otherwise, each person listed
below has served in his present occupation for at least five years.
<TABLE>
<CAPTION>
SERVED
AS
CURRENT POSITIONS AND DIRECTOR
NAME NOTES AGE OFFICES WITH THE COMPANY SINCE
---- ----- --- ------------------------ --------
<S> <C> <C> <C> <C>
Paul F. Cornelsen............................ <F1><F3> 71 Director 1979
Andrew B. Craig, III......................... <F1><F3> 63 Director 1989
Louis Fernandez.............................. <F2> 70 Director 1983
Wayne J. Grace............................... <F5> 54 - -
Paul H. Hatfield............................. <F2> 59 Director 1994
William E. Maritz............................ <F3><F4> 66 Director 1986
James E. McCormick........................... <F1><F2><F4> 67 Director 1992
William E. Nasser............................ <F1> 55 Chairman of the Board, 1988
President and Chief
Executive Officer
Richard L. O'Shields......................... <F2> 69 Director 1994
Fairfax F. Pollnow........................... <F5> 43 - -
Thomas P. Reidy.............................. <F3><F4> 66 Director 1985
<FN>
- -----
Note <F1>: Member, Executive Committee of Board of Directors.
Note <F2>: Member, Audit Committee of Board of Directors.
Note <F3>: Member, Compensation Committee of Board of Directors.
Note <F4>: Member, Nominating Committee of Board of Directors.
Note <F5>: Mr. Pollnow and Mr. Grace were proposed for nomination as
Directors of the Company by the Board of Directors of Wm. S.
Barnickel & Company ("Barnickel Company"), which owns 47.1%
of the Company's outstanding capital stock. The Company,
Barnickel Company, and certain other parties have executed a
letter of intent (the "Letter of Intent") which is summarized
in this Proxy Statement under the heading Certain
Transactions.
The Company and Barnickel Company currently are reviewing
alternatives to the Transaction contemplated by the Letter of
Intent in light of a revenue procedure issued recently by the
Internal Revenue Service, as summarized in this Proxy
Statement under the heading Certain Transactions. As part of
that review, the Company Board of Directors invited Barnickel
Company to propose two individuals for nomination to the
Company Board of Directors at the Company's Annual Meeting of
Stockholders to be held March 6, 1995. The Board of Directors
was expanded from nine to eleven members to accommodate the
two nominees proposed by Barnickel Company.
</TABLE>
7
<PAGE> 10
BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS AND
DIRECTORSHIPS OF NOMINEES FOR ELECTION AS DIRECTORS
PAUL F. CORNELSEN: Mr. Cornelsen, a Director of the Company since
1979, previously served as Chairman and Chief Executive Officer of
MiTek, Inc. (formerly MiTek Industries, Inc.), an international parent
company whose subsidiaries principally manufacture engineered
components for the building construction industry. He also is a
Director of DEKALB Genetics Corporation.
ANDREW B. CRAIG, III: Mr. Craig, a Director of the Company since
1989, is Chairman and Chief Executive Officer of Boatmen's Bancshares,
Inc. He also is a Director of Anheuser-Busch Companies, Inc., Laclede
Gas Company, and a Trustee of Washington University in St. Louis.
LOUIS FERNANDEZ: Dr. Fernandez, a Director of the Company since 1983,
previously served as Chairman, President and Chief Executive Officer of
Celgene Corporation. He formerly was the Chairman of Monsanto Company.
He also is a Director of Boehringer Ingelheim Corporation, A. G.
Edwards and Sons, Inc., and Alteon, Inc.
WAYNE J. GRACE: Mr. Grace is Managing Partner of Grace & Company,
P.C., a public accounting firm he founded. He has more than 25 years of
business experience in public accounting and in the private sector.
PAUL H. HATFIELD: Mr. Hatfield, a Director of the Company since
March, 1994, is President and Chief Executive Officer of Protein
Technologies International, a Ralston Purina Company based in St.
Louis, Missouri. Protein Technologies International is technology
based, with its primary product line of soy protein based food
ingredients marketed with direct account management, sales and
technical support people in over forty countries. He also is a Director
of DEKALB Genetics Corporation, Penwest, Ltd., Japan American Society,
and Stout Industries.
WILLIAM E. MARITZ: Mr. Maritz, a Director of the Company since 1986,
is Chairman and Chief Executive Officer of Maritz, Inc., a performance
improvement, travel, communications, training and marketing research
company. He also is a Director of General American Life Insurance
Company, Brown Group, Boatmen's Bancshares, Inc., and a Trustee of
Washington University in St. Louis.
JAMES E. MCCORMICK: Mr. McCormick, a Director of the Company since
1992, previously served as President and Chief Operating Officer of
Oryx Energy Company and as President and Chief Operating Officer of Sun
Exploration and Production Company. He also is a Director of Lone Star
Technology, B. J. Services, Snyder Oil Corporation, and Texas Commerce
Bank.
WILLIAM E. NASSER: Mr. Nasser, a Director of the Company since 1988,
was elected Chairman and Chief Executive Officer of the Company in
February, 1992. He has served as President of the Company since May,
1988. He has been with the Company since 1962, serving previously as
Vice President and General Manager of Petrolite's Specialty Polymers
Group. He also is a Director of The Boatmen's National Bank of St.
Louis, Laclede Gas Company, and Energy BioSystems Corporation.
RICHARD L. O'SHIELDS: Mr. O'Shields, a Director of the Company since
March, 1994, previously served as Chairman and Chief Executive Officer
of Panhandle Eastern Corporation, operator of one of the major
interstate gas pipeline systems in the nation. He also is Chairman of
the Board of Daniel Industries, Inc.
FAIRFAX F. POLLNOW: Mr. Pollnow is engaged in private investments and
is President of Arbor Land Company, a real estate development and
investment firm. He also is a Director and Officer of Wm. S. Barnickel
& Company and a Director of The Churchill School.
THOMAS P. REIDY: Mr. Reidy, a Director of the Company since 1985, is
the President and Chief Executive Officer of Reidy International, Inc.,
an oil and gas exploration company.
8
<PAGE> 11
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal year 1994, the Company's Board of Directors held ten
meetings. The Board has established the following standing Committees:
Executive Committee, Audit Committee, Compensation Committee, and
Nominating Committee. Each Director, except Mr. Craig, attended at
least 75% or more of the aggregate of the meetings of the Board of
Directors and of the Committees of the Board of Directors on which he
served.
The Executive Committee (established in 1963) did not meet in fiscal
year 1994. The Committee exercises the powers of the Board in directing
the management of the business and affairs of the Company between
meetings of the Board (except for certain matters reserved to the
Board).
The Audit Committee (established in 1975) met three times in fiscal
year 1994. Among other things, the Committee reviews the scope and
procedures of the audit activities of both the independent accountants
and the Company's internal auditors, and subsequently, the reports on
their examinations, together with any recommendations concerning
internal controls. It also reviews reports from the Company's financial
management, general counsel, independent auditors and internal auditors
on compliance with corporate policies and the adequacy of the Company's
internal accounting controls. In order to assure complete independence,
the Committee meets regularly with the independent accountants, both
prior to and subsequent to the annual audit. The Committee also reviews
the scope of the non-audit professional services provided by the
independent accountants. The Committee also is responsible for
recommending to the full Board the firm of independent accountants to
be retained each year.
The Compensation Committee (established in 1977) met five times in
fiscal year 1994. The Committee, which is composed solely of outside
Directors, reviews the competency and effectiveness of the management
of the Company and its subsidiaries, reviews the soundness and adequacy
of the Company's compensation programs, approves compensation for
senior Officers of the Company, reviews the adequacy of compensation of
senior management of the Company's subsidiaries, and formulates and
administers the Company's special compensation programs. During fiscal
year 1994, as authorized and directed by the Board of Directors, the
Committee approved an executive agreement and the key employees of the
Company to which it was offered. The Committee members are
"disinterested persons" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934 and administer the Company's stock
incentive plans.
The Nominating Committee (established in 1991) did not meet in fiscal
year 1994. The Committee recommends individuals for election to the
Board. The Committee will consider nominees recommended by stockholders
to be considered for the 1996 Annual Meeting of Stockholders. Any such
recommendations must be submitted in writing to the corporate office no
later than September 22, 1995.
CERTAIN TRANSACTIONS
(a) On December 9, 1994, the Company announced that it had signed a
letter of intent (the "Letter of Intent") pursuant to which the Company
would acquire substantially all of the assets of Wm. S. Barnickel &
Company ("Barnickel Company") in a tax-free reorganization between the
two companies (the "Transaction"). The following is a summary of the
Letter of Intent, which is described in more detail in a current report
on Form 8-K filed with the Securities and Exchange Commission on
December 13, 1994.
In exchange for substantially all of the assets of Barnickel Company,
which consist primarily of 5,337,360 shares of the Company's capital
stock, the Company would issue to Barnickel Company an equal number of
new shares of its capital stock. The Company also would issue a small
number of additional shares of its capital stock, not likely to exceed
200,000 shares, to acquire all or some of certain oil and gas
properties owned by Barnickel Company, and would assume certain
liabilities of Barnickel Company for certain fees and expenses
associated with the proposed transaction, and certain pre-
reorganization taxes, in the aggregate amount of $9.0 million.
9
<PAGE> 12
The contemplated transaction would include:
Dissolution of Barnickel Company and distribution of the Company's
capital stock to the trusts that own the shares of Barnickel Company
stock, including The William S. Barnickel Testamentary Trust (the
"Barnickel Trust") and, thereafter to the beneficiaries of the
Barnickel Trust;
A Stockholder Agreement containing specified limitations on the
purchase and sale of shares of the Company's capital stock, and
associated standstill provisions and voting rights limitations, by
the principal beneficiaries of the Barnickel Trust. The time period
for the limitations on the purchase and sale of the Company's capital
stock would be January 1, 1997 and the time period for the
limitations on voting rights and standstill provisions would extend
through the Company's 1997 Annual Meeting of Stockholders;
A Registration Rights Agreement providing specified registration
rights to certain recipients of shares of the Company's capital
stock;
Two new seats on the Company's Board of Directors, bringing the
total number of Directors to eleven, to be filled by persons proposed
initially by Barnickel Company and thereafter by certain stockholders
of the Company, including the principal beneficiaries of the
Barnickel Trust, subject to certain restrictions related to their
continued ownership of specified amounts of the Company's capital
stock.
The Transaction remains subject to a number of conditions, including
execution of a definitive agreement and the receipt of certain
favorable rulings from the Internal Revenue Service regarding the tax
treatment of the Transaction. On January 26, 1995 the Company and
Barnickel Company were advised that Revenue Procedure 94-76, pursuant
to which the Internal Revenue Service suspended consideration of
certain advance ruling requests pending completion of a designated
study, applied to the Transaction. As a result, it is unlikely that the
Transaction will be completed on the terms originally agreed upon. The
parties are reviewing alternatives to the Transaction in light of the
application of the Revenue Procedure.
If the Transaction as summarized herein had been consummated, the
Company expected to take a charge against earnings of approximately
$10.5 million, or $0.93 per share, reflecting the designated
liabilities of Barnickel Company assumed by the Company and other
expenses of the Company associated with the Transaction.
(b) During fiscal year 1994, the Company and its subsidiaries
engaged, in the ordinary course of business, in various types of
transactions with other corporations with which Directors of the
Company are associated either as officers or directors. It is expected
that the Company and its subsidiaries will continue to engage in such
transactions. The Company does not consider the amounts involved in
such transactions to be material in relation to the businesses of such
other corporations or the interests of the Directors involved.
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
The Compensation Committee of the Board of Directors (the
"Committee") reviews the effectiveness of the Company's management and
the adequacy of the Company's compensation and benefit programs. The
Committee has been designated by the Board to administer the Company's
stock incentive plans. In fulfilling these responsibilities the
Committee evaluates the performance of the Chief Executive Officer and
other executive officers and determines their compensation levels in
terms of base salary and variable incentive compensation, all subject
to Board approval.
COMPENSATION PHILOSOPHY
The Company's base and variable incentive compensation programs are
designed to reward individual and team performance. The Company's
philosophy of total compensation combines a competitive base salary
with variable incentive plans to link the financial performance of the
10
<PAGE> 13
Company to an individual's total compensation, thus aligning individual
compensation to shareholder value. The total compensation of the
Company's executive officers, including variable incentive compensation
payments when Company performance warrants them, is targeted to fall
between the 60th and 90th percentile of ranges identified by
independent industry surveys.
Base salaries reflect an internal evaluation of the functions and
responsibilities for each position and a review of market rates
published in industry surveys. Increases to base salaries reflect both
relative position against market rates and annual performance
appraisals, and are intended to recognize individual performance that
contributes to Company growth.
1994 BASE SALARY
In reviewing base salaries, the Committee relies on independent
industry surveys to assess the Company's salary competitiveness. The
base salaries of the Company's executive officers are targeted at the
60th percentile of the ranges identified by independent industry
surveys, subject to individual performance. The Committee believes the
Company's competitors for executive talent are not limited to those
that would be included in a peer group reviewed to compare stockholder
returns. For this reason, the companies analyzed for compensation
purposes are not necessarily the same as the peer group index in the
Comparison of Five Year Cumulative Total Return graph included in this
Proxy Statement.
Salary increases are awarded annually on February 1 to ensure
fairness across the Company and to reflect both the previous fiscal
year's operating results and individual employee performance. In 1994
about 69% of all salaried employees received some percentage increase
in base salary.
ANNUAL INCENTIVE PLAN
Participants in this Plan were selected by the Committee from
officers and key employees of the Company and its affiliates. The
number of participants tends to increase yearly as the Company
continues to implement its total compensation philosophy.
Annual incentive compensation payments for the fiscal year were based
on target amounts, which ranged from 8% to 70% of a participant's base
salary, selected by the Committee when an individual was designated to
participate in the Plan. A participant's actual annual incentive
compensation payment was based on pretax earnings, return on assets and
the participant's achievement of specific goals defined at the
beginning of the fiscal year.
For 1994, the Company's Annual Incentive Plan for non-sales personnel
placed strong emphasis on improved management of the Company's asset
base and a continued focus on increases to earnings. The performance of
each of the Company's Divisions was measured against planned base
earnings and the return on assets projected for the year. Year-end
incentive payments were awarded to designated participants if these
thresholds were exceeded for a participant's Division.
Incentive compensation payments for sales personnel were based on the
increase in sales contribution dollars (defined as sales revenues less
certain costs) over the prior year. For corporate executives and key
corporate managers, incentive payments were linked to the overall
performance of the Company based on increases to earnings and return on
assets.
For fiscal year 1994, 97% of key division management employees in
four of six of the Company's Divisions received an incentive
compensation payment based on the pretax earnings and return on assets
realized by the participant's Division. No non-sales incentive payments
were made to employees in the two divisions that fell short of their
respective base levels. The consolidated results for the Company also
fell short of the base level and no incentive awards under the Annual
Incentive Plan were made to corporate executives or key corporate
managers.
LONG-TERM INCENTIVE PLAN
The Company adopted a Long-Term Incentive Plan on November 1, 1988.
The purpose of the Plan was to help attract and retain key employees of
superior ability and motivate them toward long- term growth and profit
improvement.
11
<PAGE> 14
The Plan has been administered by the Committee. Payments under the
Plan were authorized only if the Company realized a compounded
aggregate increase in consolidated earnings before income taxes of at
least 7% over a designated performance period.
The current performance period established by the Committee was
November 1, 1990 through October 31, 1994. As of October 31, 1994 there
were five employees, including certain of the Named Executive Officers,
designated as participants in the Plan.
The compounded aggregate increase in consolidated earnings before
income taxes for the designated performance period was 7% after
adjustments for certain non-recurring expenses. Therefore, an award
totalling $139,060, payable 50% in cash and 50% in shares of the
Company's capital stock, was approved to be distributed among the five
plan participants, including certain of the Named Executive Officers.
There are no other participants in the Plan. No additional awards
will be made under the Plan as it has been replaced by the Petrolite
1993 Stock Incentive Plan.
PETROLITE 1993 STOCK INCENTIVE PLAN
The Petrolite 1993 Stock Incentive Plan was approved by the Company's
stockholders in March 1993. The Plan authorizes the Board of Directors
to grant stock options to key employees of the Company under terms and
conditions outlined in the Plan. The Board has authorized and directed
the Committee to develop and oversee the terms of individual stock
option grants, including the performance criteria contained therein.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In reviewing the base salary of the Company's Chairman, President and
Chief Executive Officer, Mr. William E. Nasser, the Committee
considered his demonstrated leadership in the development and
implementation of policies and practices to support the Company's
strategic operating principles. These efforts contributed to the 12
consecutive quarters of improvement in profitability and shareholder
return that the Company realized prior to February 1, 1994, the
effective date of salary increases for the Company. After assessing the
total compensation of chief executive officers within companies of
similar size and profitability, both inside and outside the industry,
the Committee recommended that Mr. Nasser's base salary be increased
5.1%.
Mr. Nasser also had been designated as a participant in the Company's
Long-Term Incentive Plan referenced above. In light of the achievement
of the performance criteria for the performance period, the Committee
recommended an incentive compensation payment pursuant to the Long-Term
Incentive Plan. The amount is shown in the Summary Compensation Table.
This Compensation Committee Report shall not be deemed incorporated
by reference by any general statement incorporating by reference this
Proxy Statement into any filing under the Securities and Exchange Act,
except to the extent the Company specifically incorporates this report
by reference, and otherwise shall not be deemed filed under such Acts.
Andrew B. Craig, III
William E. Maritz
Thomas P. Reidy
Paul F. Cornelsen, Chairman
12
<PAGE> 15
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning the
compensation for services to the Company in all capacities for the
fiscal years ended October 31, 1994, October 31, 1993, and October 31,
1992, of those persons who were, respectively at October 31, 1994, (i)
the Company's Chief Executive Officer and (ii) the four other most
highly compensated Executive Officers of the Company whose annual
salary and bonus for the fiscal year ended October 31, 1994 exceeded
$100,000 (collectively the "Named Executive Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------------------------------------
LONG-TERM
OTHER SECURITIES INCENTIVE ALL OTHER
ANNUAL UNDERLYING PLAN COMPEN-
BONUS COMPEN- OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR SALARY <F1> SATION <F2> # <F3> <F4>
--------------------------- ---- ------ ----- ------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
William E. Nasser 1994 $347,750 - - - $51,525 $2,500
Chairman of the Board, President 1993 $330,000 $193,463 - 220,000 - $2,800
and Chief Executive Officer 1992 $315,000 - $6,875 - - $1,800
Jasper S. Titone 1994 $185,000 - - - $26,625 $2,500
Group Vice President-Chemicals 1993 $158,875 $73,935 - 90,000 - $2,800
1992 $147,333 $25,219 - - - $1,800
Toby R. Graves 1994 $166,000 $84,000 - - $24,600 $2,500
Vice President, General Manager, 1993 $156,000 $43,872 - 60,000 - $1,300
Polymers Division 1992 $142,166 - - - - $1,800
Richard J. Seidel 1994 $153,500 $54,250 - - $22,800 $2,500
Vice President, General Manager, 1993 $147,499 $56,000 - 24,000 - $2,800
Petreco Division 1992 $142,333 - - - - $1,800
James M. Zemenick 1994 $149,500 - - - - $2,500
Vice President, Corporate 1993 $143,750 $41,870 - 15,000 - $2,800
Administration and Development 1992 $139,999 - - - - $1,800
<FN>
- -----
<F1> Reflects the incentive compensation paid under the Annual Incentive
Plan for the fiscal years noted. See the Compensation Committee's
Report to Stockholders beginning on Page 10 for a description of
this Plan.
<F2> The options were granted pursuant to the Petrolite 1993 Stock
Incentive Plan.
<F3> Reflects the value of payouts made pursuant to the Company's Long-
Term Incentive Plan for a performance period ending October 31,
1994. The payouts were made in cash and shares of the Company's
capital stock. See the Long-Term Incentive Plan table on Page 14,
and the Compensation Committee's Report to Stockholders beginning
on Page 10 for additional information.
<F4> Reflects the cash value of contributions by the Company to the
Employees' Savings Plan (a defined contribution savings plan) as a
match to a portion of the employee's contributions under the Plan.
Due to a change in the Plan during fiscal year 1993, the actual
cash value of the Company's contribution for fiscal year 1993 only
may exceed the plan year maximum.
</TABLE>
13
<PAGE> 16
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
The following table sets forth information with respect to the Chief
Executive Officer and the Named Executive Officers concerning
unexercised options held as of the fiscal year ended October 31, 1994.
Neither the Chief Executive Officer nor any of the Named Executive
Officers exercised options during fiscal year 1994.
<TABLE>
OPTION VALUES AT END OF FISCAL YEAR 1994
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT OCTOBER 31, 1994 AT OCTOBER 31, 1994<F1>
----------------------------- ----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE<F2>
---- ----------- ------------- ----------- -----------------
<S> <C> <C> <C> <C>
William E. Nasser..................................... 5,000 220,000 $ - $ -
Jasper S. Titone...................................... 7,500 90,000 $16,875 $ -
Toby R. Graves........................................ 1,000 60,000 $ - $ -
Richard J. Seidel..................................... 6,000 24,000 $13,500 $ -
James M. Zemenick..................................... 6,000 15,000 $13,500 $ -
<FN>
- -----
<F1> Calculated on the basis of the fair market value of the underlying
securities as of October 31, 1994 ($29.75 per share) minus the
exercise price.
<F2> The options will become exercisable in annual installments based on
annual compounded increases in the value of the Company's capital
stock, which consists of the market price plus dividends paid. The
options become fully exercisable for one day after June 9, 1998. If
a change in control of the Company occurs, as defined in the option
plan, all options become exercisable for one year, regardless of
whether applicable performance targets have been met.
</TABLE>
<TABLE>
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR<F1>
<CAPTION>
NAME SHARES AWARDED CASH AWARDED PERFORMANCE PERIOD
---- -------------- ------------ ------------------
<S> <C> <C> <C>
William E. Nasser........................................ 963 $25,765 11/01/90 to 10/31/94
Chairman of the Board, President
and Chief Executive Officer
Jasper S. Titone......................................... 498 $13,303 11/01/90 to 10/31/94
Group Vice President-Chemicals
Toby R. Graves........................................... 460 $12,295 11/01/90 to 10/31/94
Vice President, General Manager,
Polymers Division
Richard J. Seidel........................................ 426 $11,404 11/01/90 to 10/31/94
Vice President, General Manager,
Petreco Division
<FN>
- -----
<F1> The amounts reflect a payout pursuant to the Company's Long-Term
Incentive Plan, payable 50% in cash and 50% in shares of the
Company's capital stock. See the Summary Compensation Table on
Page 13 and the Compensation Committee's Report to Stockholders
beginning on Page 10 of this Proxy Statement for additional
information.
</TABLE>
14
<PAGE> 17
EXECUTIVE AGREEMENTS
During the fourth quarter of fiscal year 1994, the Company entered
into Executive Agreements with certain senior executives, including the
persons named in the Summary Compensation Table. The agreements are
intended to protect the interests of the Company through
confidentiality and non-competition provisions, to encourage senior
management to remain with the Company during periods of uncertainty as
to the Company's ownership, and to enhance their abilities to act in
the best interests of the Company and its stockholders without being
influenced by uncertainties as to their respective positions with the
Company.
The agreements provide for a severance benefit equal to continuation
of the executive's base salary for one year if employment is terminated
without cause, and include confidentiality provisions and an 18-month
non-competition covenant. Payments may be discontinued in the event of
any breach of the confidentiality or non-competition covenants. Cause
is defined as acts of theft, unethical conduct or dishonesty affecting
the assets, properties or business of the Company, willful misconduct,
material dereliction of duty, or violation of the covenants of
confidentiality or non- competition.
The agreements provide specified change-in-control benefits if the
executive's employment is terminated by the executive at any time
within the one year immediately following a change in control of the
Company, or by the Company without cause at any time within the six
months immediately preceding or the two years immediately following a
change in control of the Company, as defined in the agreements. The
change-in-control benefits include a lump-sum payment equal to two
times the executive's annual base salary and target incentive payment,
as defined in the agreements, and continued welfare plan benefits at
employee rates for a period of up to 18 months following the
executive's termination date (or, if shorter, until the executive
becomes covered under another employer's plan).
The change-in-control benefits also include continuation of specified
officers' and directors' liability insurance coverage and preservation
of the executives' indemnification rights. The agreements provide for a
reduction in the change-in-control benefit under specified
circumstances if the benefit would be subject to an excise tax under
the Internal Revenue Code, but in no event is the Company responsible
for the payment of any such tax.
The agreements preclude the payment of benefits to the executives
under severance plans maintained generally for the employees of the
Company. Receipt of any benefit under the agreements is conditioned
upon the executive's execution of a general release in favor of the
Company.
RETIREMENT BENEFITS
The Company's Retirement Plan is a defined benefit plan with benefits
determined on the basis of years of service and the average covered
remuneration for the five highest consecutive years of service in the
last ten years. Covered remuneration is the annual compensation of an
individual, which includes annual base salary and certain amounts paid
under the Company's incentive plans. Estimated annual benefits payable
upon retirement (assuming normal retirement date) to persons
participating in the Plan are set forth below:
<TABLE>
APPROXIMATE ANNUAL RETIREMENT BENEFIT
<CAPTION>
YEARS OF PARTICIPATION IN PLAN
FINAL AVERAGE ----------------------------------------------------------------------------
ANNUAL EARNINGS 10 YEARS 20 YEARS 30 YEARS 40 YEARS
--------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$100,000.................. $13,250 $ 26,500 $ 39,750 $ 51,875
$150,000.................. $21,000 $ 42,000 $ 63,000 $ 81,750
$200,000.................. $28,750 $ 57,500 $ 86,250 $111,625
$250,000.................. $36,500 $ 73,000 $109,500 $141,500
15
<PAGE> 18
<CAPTION>
YEARS OF PARTICIPATION IN PLAN
FINAL AVERAGE ----------------------------------------------------------------------------
ANNUAL EARNINGS 10 YEARS 20 YEARS 30 YEARS 40 YEARS
--------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$300,000.................. $44,250 $ 88,500 $132,750 $171,375
$350,000.................. $52,000 $104,000 $156,000 $201,250
$400,000.................. $59,750 $119,500 $179,250 $231,125
$450,000.................. $67,500 $135,000 $202,500 $261,000
$500,000.................. $75,250 $150,500 $225,750 $290,875
</TABLE>
The benefits shown above are based on a straight life annuity with a
five year guaranty and are paid in addition to any Social Security
benefits to which the individual may be entitled. The compensation
covered by the Plan for the Chief Executive Officer and the Named
Executive Officers is shown in the Summary Compensation Table under the
headings "Salary", "Bonus", and "Long- Term Incentive Plan Payouts".
Years of credited service to October 31, 1994, for the Chief Executive
Officer and the Named Executive Officers are: Mr. Nasser, 31; Mr.
Titone, 11; Dr. Graves, 21; Mr. Seidel, 8; Mr. Zemenick, 16.
The Internal Revenue Code limits the amount of annual benefits which
may be payable from the pension trusts; the limit is currently $118,800
per year, subject to annual cost of living adjustments. The Internal
Revenue Code also limits the compensation that may be considered in
calculating benefits payable from the pension trusts. To the extent
that any individual's calculated annual retirement income benefit
exceeds these limits it may be paid out of Company funds.
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total return of the Company, the
S&P 500 Index and the Specialty Chemical Value Line Index (dividends
reinvested). The graph assumes $100 was invested on October 31, 1989 in
Petrolite Corporation capital stock, the S&P 500 Index and the
Specialty Chemical Value Line Index.
Comparative Five-Year Total Returns<F*>
Petrolite Corp., S&P 500, Peer Group
(Performance results through 10/31/94)
[GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
PLIT $100.00 $83.13 $ 92.70 $113.20 $180.46 $141.59
S&P 500 $100.00 $92.52 $123.52 $136.11 $156.31 $162.46
Peer Group $100.00 $95.95 $145.33 $176.21 $203.73 $208.04
Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in PLIT common stock, S&P 500,
and Peer Group.
<FN>
<F*>Cumulative total return assumes reinvestment of dividends.
</TABLE>
The Company does not make or endorse any predictions as to future stock
performance.
16
<PAGE> 19
COMPENSATION OF DIRECTORS
Directors who are not full-time salaried employees of the Company
receive an annual retainer of $18,000 and receive a fee of $1,000 per
meeting for attendance at meetings of the Board of Directors. Directors
who serve on Committees of the Board receive a fee of $750 per meeting
for each Committee meeting attended.
Under the Petrolite 1993 Stock Incentive Plan approved by the
stockholders on March 1, 1993, each Director who has been a member of
the Board of Directors for at least six months receives an option to
purchase 2,000 shares of the Company's capital stock on account of his
or her election by the stockholders at an annual meeting of the
Company. Each such Director who is re-elected to the Board of Directors
at a subsequent annual meeting of the Company receives an option to
purchase an additional 2,000 shares at the time of each such
re-election. The exercise price for each option is the fair market
value of a share of the Company's capital stock on the date of such
annual meeting. Under the provisions of the Petrolite 1993 Stock
Incentive Plan, the maximum number of shares that may be received by
any one Director is 10,000. Directors who are employees of the Company
receive no additional compensation for service on the Board of
Directors or its Committees.
INDEPENDENT ACCOUNTANTS
The Company's independent accountants for the fiscal year ended
October 31, 1994 are Price Waterhouse LLP, who were selected by the
Board of Directors upon the recommendation of the Board's Audit
Committee. During the 1994 fiscal year, the audit services performed by
Price Waterhouse LLP included the examination of the Company's
consolidated financial statements, limited review of results of
operations for quarterly reports, filings with the Securities and
Exchange Commission, and consultation relating to professional and SEC
pronouncements. A representative of Price Waterhouse LLP will be in
attendance at the Company's Annual Meeting on March 6, 1995. The
representative will be available to respond to appropriate questions of
the stockholders and to make such statements as the representative may
wish to make.
STOCKHOLDER PROPOSALS
Any proposal of a stockholder intended to be presented at the 1996
Annual Meeting of Stockholders must be received at the corporate office
no later than September 22, 1995, to be included in the Company's Proxy
Statement and form of Proxy relating to that meeting.
OTHER MATTERS
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
The Company's Executive Officers, Directors and persons who own
beneficially more than ten percent (10%) of the Company's stock are
required under Section 16(a) of the Securities Exchange Act of 1934 to
file certain reports of ownership, and changes in ownership, of the
Company's stock with the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc. Copies of such reports
must be filed with the Company. The Company assists these persons in
complying with the Act and with the regulations promulgated thereunder.
Based solely on a review of the copies of such forms furnished to the
Company, and on written representations of the Executive Officers and
Directors, the Company believes that all Section 16(a) filing
requirements applicable to its Executive Officers, Directors and
greater than ten percent (10%) beneficial owners have been complied
with.
ANNUAL REPORT. A copy of the Company's Annual Report for the fiscal
year ended October 31, 1994, including financial statements certified
by the Company's independent accountants, is being mailed with this
Proxy Statement. Additional copies of this Report are available on
request to the Company.
PETROLITE CORPORATION
17
<PAGE> 20
February 3, 1995
Dear Petrolite Stockholder:
You are cordially invited to attend the Annual Meeting of the
Stockholders of Petrolite Corporation, a Delaware corporation, which
will be held at 11:00 o'clock a.m., Central Standard Time, on Monday,
March 6, 1995, in Conference Room 1 on the Atrium Level at Boatmen's
Plaza, 800 Market Street, St. Louis, Missouri for the following
purposes:
1. To elect eleven Directors.
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on January 6,
1995, are entitled to notice of, and to vote at, the meeting or any
adjournment or adjournments thereof.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE,
SIGN AND RETURN THE ATTACHED PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE. YOUR GRANT OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON SHOULD YOU DECIDE TO ATTEND THE MEETING.
Yours very truly,
William E. Nasser
Chairman, President and
Chief Executive Officer
(Detach Proxy Form Here)
- ------------------------------------------------------------------------
PROXY
PETROLITE CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING, MARCH 6,
1995, 11:00 A.M. CENTRAL STANDARD TIME
CONFERENCE ROOM 1 ON THE ATRIUM LEVEL, BOATMEN'S PLAZA, 800 MARKET
STREET, ST. LOUIS, MISSOURI 63101
The undersigned hereby constitutes and appoints William E. Nasser,
John F. McCartney and Charles R. Miller, and each or any of them,
attorneys with full power of substitution, with the powers the
undersigned would possess if personally present, to vote all shares of
Capital Stock of the undersigned in PETROLITE CORPORATION at the Annual
Meeting of Stockholders to be held Monday, March 6, 1995 and at any
adjournments thereof on all matters properly coming before the meeting.
Dated ____________________, 1995
_______________________________
_______________________________
(THIS PROXY MUST BE SIGNED
EXACTLY AS THE NAME APPEARS
HEREON. IF ACTING AS ATTORNEY,
EXECUTOR, OR TRUSTEE, OR IN A
CORPORATE OR REPRESENTATIVE
CAPACITY, PLEASE SIGN NAME AND
TITLE.)
<PAGE> 21
(Detach Proxy Form Here)
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THIS PROXY WILL BE VOTED AS DIRECTED BELOW OR, IF NO DIRECTION IS
INDICATED, WILL BE VOTED FOR ITEM 1, WHICH VOTE IS RECOMMENDED BY THE
BOARD OF DIRECTORS.
1. ELECTION OF DIRECTORS
Nominees: Paul F. Cornelsen, Andrew B. Craig, III, Louis Fernandez,
Wayne J. Grace, Paul H. Hatfield, William E. Maritz, James
E. McCormick, William E. Nasser, Richard L. O'Shields,
Fairfax F. Pollnow, Thomas P. Reidy
(Mark only one)
/ / VOTE FOR all nominees listed above / / VOTE WITHHELD from all nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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2. In their discretion, the proxy holders are authorized to vote upon
such other business as may properly come before the meeting.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE> 22
APPENDIX
A Performance Graph appears on page 16 of the printed proxy statement.
The information depicted in that graph is restated in the table which
immediately follows the graph.
