<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PPG Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO PPG
PPG Industries, Inc. One PPG Place Pittsburgh, Pennsylvania 15272
March 8, 1999
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders of
PPG Industries, Inc. to be held on Thursday, April 15, 1999, in The Westin
William Penn Hotel, William Penn Place, Pittsburgh, Pennsylvania. The meeting
will begin at 11:00 A.M. We look forward to greeting personally those
shareholders who will be able to be present.
This booklet includes the notice of the Annual Meeting and the Proxy
Statement, which contains information about the business of the Annual Meeting
and about your Board of Directors and its committees and certain executive
officers. This year you are being asked to elect three Directors. In a change
from prior years, we, like many other companies, are not asking shareholders
to elect the Company's Auditors at the Annual Meeting of Shareholders.
Instead, your Board of Directors has appointed Deloitte & Touche LLP as
Auditors for the Company for 1999.
It is important that your shares be represented at the Annual Meeting. You
are, therefore, urged to complete, date and sign the accompanying Proxy and
Voting Instruction Card and return it promptly in the return envelope provided
whether or not you plan to attend personally.
Sincerely yours,
/s/ Raymond W. LeBoeuf
Raymond W. LeBoeuf
Chairman of the Board
<PAGE>
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 1999
Notice is hereby given that the Annual Meeting of Shareholders of PPG
Industries, Inc. will be held on Thursday, April 15, 1999, at 11:00 A.M.,
prevailing time, in THE WESTIN WILLIAM PENN HOTEL, WILLIAM PENN PLACE,
PITTSBURGH, PENNSYLVANIA, for the purpose of considering and acting upon the
election of three Directors.
Your Board of Directors, based on the recommendation of the Board Audit
Committee, has appointed Deloitte & Touche LLP as Auditors for the Company for
1999. Shareholders will not elect Auditors at the Annual Meeting.
Only shareholders of record of the Company as of the close of business on
February 16, 1999 are entitled to notice of and to vote at the Meeting or any
adjournment thereof.
Admission to the Meeting will be by Admission Card only. If you are a
shareholder of record or a Savings Plan participant and plan to attend, you may
obtain an Admission Card by marking the box provided on the Proxy and Voting
Instruction Card. If your shares are not registered in your name, please advise
the shareholder of record (your bank, broker, etc.) that you wish to attend.
That firm will request an Admission Card for you or provide you with evidence
of your ownership that will gain you admission to the Meeting.
Michael C. Hanzel, Secretary
Pittsburgh, Pennsylvania
March 8, 1999
<PAGE>
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
PROXY STATEMENT
Annual Meeting of Shareholders--April 15, 1999
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Voting Securities.......................................................... 2
Election of Directors...................................................... 5
Committees of the Board.................................................. 8
Compensation of Directors................................................ 10
Other Transactions....................................................... 11
Compensation of Executive Officers......................................... 11
Compensation Committee Report on Executive Compensation.................. 11
Summary of Named Executives' Compensation................................ 16
Option Grants............................................................ 17
Option Exercises and Fiscal Year-End Values.............................. 20
Retirement Plans......................................................... 20
Change In Control Arrangements........................................... 22
Shareholder Return Performance Graph..................................... 22
Auditors................................................................... 23
Miscellaneous.............................................................. 24
Vote Required............................................................ 24
Solicitation Costs....................................................... 24
Shareholder Proposals.................................................... 24
Section 16(a) Beneficial Ownership Reporting Compliance.................. 25
Other Matters............................................................ 25
</TABLE>
<PAGE>
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
PROXY STATEMENT
Annual Meeting of Shareholders--April 15, 1999
This Proxy Statement is being mailed to the shareholders of PPG Industries,
Inc. (hereinafter sometimes called "PPG" or the "Company") on or about March
8, 1999, in connection with the solicitation of proxies by the Board of
Directors of the Company (hereinafter sometimes called the "Board of
Directors" or the "Board"). Such proxies, which may be given in the form of
the accompanying Proxy and Voting Instruction Card, will be voted at the
Annual Meeting of Shareholders of the Company (hereinafter sometimes called
the "Meeting") to be held on Thursday, April 15, 1999, at 11:00 A.M.,
prevailing time, in THE WESTIN WILLIAM PENN HOTEL, WILLIAM PENN PLACE,
PITTSBURGH, PENNSYLVANIA and at any adjournment thereof. Proxies may be
revoked at will before they have been exercised, but the revocation of a proxy
will not be effective until written notice thereof has been given to the
Secretary of the Company.
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VOTING SECURITIES
As of the close of business on February 16, 1999, there were outstanding
174,302,661 shares of the Common Stock of the Company, par value $1.66 2/3 per
share, the only class of voting securities of the Company outstanding. Only
shareholders of record as of the close of business on February 16, 1999, are
entitled to notice of and to vote at the Meeting. Except with respect to the
election of Directors, each such shareholder is entitled to one vote for each
share so held. With respect to the election of Directors, the right of
cumulative voting exists. That right permits each shareholder to multiply the
number of shares the shareholder is entitled to vote by the number of
Directors to be elected in order to determine the number of votes the
shareholder is entitled to cast for nominees, and, then, to cast all or any
number of such votes for one nominee or to distribute them among any two or
more nominees in that class. The proxies solicit discretionary authority to
vote cumulatively.
Set forth below is certain information with respect to the beneficial
ownership of shares of the Common Stock as of February 16, 1999 by certain
persons, including (i) the Directors, one of whom is the Chief Executive
Officer of the Company (hereinafter sometimes called the "CEO"), and the four
other most highly compensated Executive Officers (as defined under the
Securities and
2
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Exchange Act of 1934) of the Company (in addition to the CEO) and (ii) such
persons and all other Executive Officers, as a Group.
<TABLE>
<CAPTION>
Shares of Beneficially Owned Common Stock
and Common Stock Equivalents(/1/)
----------------------------------------------
Name of Beneficially Owned Common Stock
Beneficial Owner Common Stock(/2/) Equivalents(/3/) Total(/4/)
---------------- ------------------ ---------------- ----------
<S> <C> <C> <C>
Raymond W. LeBoeuf.............. 534,566 39,870 574,436
Erroll B. Davis, Jr............. 1,110 4,391 5,501
Michele J. Hooper............... 1,600 1,845 3,445
Allen J. Krowe.................. 3,923 12,395 16,318
Ned C. Lautenbach............... 1,000 867 1,867
Steven C. Mason................. 2,000 9,629 11,629
Robert Mehrabian................ 2,000 7,431 9,431
Vincent A. Sarni................ 99,392 827 100,219
Thomas J. Usher................. 1,000 924 1,924
David G. Vice................... 7,000 4,628 11,628
David R. Whitwam................ 2,000 9,437 11,437
E. Kears Pollock................ 261,092 20,246 281,338
Frank A. Archinaco.............. 213,056 9,106 222,162
William H. Hernandez............ 167,740 6,430 174,170
Charles E. Bunch................ 137,354 5,412 142,766
All of the above and all other
Executive Officers as a
Group(/5/)..................... 1,609,401 152,170 1,761,571
</TABLE>
- -------
(1) Each of the named owners has sole voting power and sole investment power
as to all the shares beneficially owned by them with the exception of (i)
shares held by certain of them jointly with, or directly by, their
spouses, and (ii) the Common Stock Equivalents shown in the second column
and described more fully below which have no voting power.
(2) Of the shares shown, 425,684, 202,445, 151,133, 153,530 and 90,358 of the
shares of Messrs. LeBoeuf, Pollock, Archinaco, Hernandez and Bunch,
respectively, and 1,154,706 of the shares held by all of the owners named
above and all other Executive Officers as a Group are shares as to which
the owner has the right to acquire ownership within sixty days of February
16, 1999, upon the exercise of Options granted under the PPG Industries,
Inc. Stock Plan (sometimes also referred to in this Proxy Statement as the
"Stock Plan" or the "Plan").
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<PAGE>
(3) Certain Directors hold Common Stock Equivalents in their accounts in the
Directors' Common Stock Plan and in their accounts in the Deferred
Compensation Plan for Directors (which plans are described under
"Compensation of Directors" below). Certain Executive Officers hold Common
Stock Equivalents in their accounts in the Company's Deferred Compensation
Plan as a result of their deferral of salary under that plan or their
deferral of awards made to them under the Company's Incentive Compensation
Plan (the "Incentive Compensation Plan") and the 1984 Earnings Growth
Plan, which deferrals are held under the Company's Deferred Income Plan
for Key Employees. Common Stock Equivalents are hypothetical shares of
Common Stock having a value on any given date equal to the value of a
share of Common Stock. Common Stock Equivalents earn dividend equivalents
until the Common Stock Equivalents are paid, but they carry no voting
rights or other rights afforded to a holder of the Common Stock.
(4) This is the sum of the Beneficially Owned Common Stock and the Common
Stock Equivalents as shown in the previous two columns.
(5) The Group consists of seventeen persons: the seven Executive Officers of
the Company as of February 16, 1999 (Messrs. LeBoeuf, Pollock, Archinaco,
Hernandez and Bunch and Messrs. R. L. Crane and J. C. Diggs), the two
nominees for Directors other than the CEO, the seven continuing Directors
and one Director (Mr. Sarni) who is retiring effective April 15, 1999.
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<PAGE>
ELECTION OF DIRECTORS
Three Directors are to be elected to a class which will serve until 2002 and
until their successors have been elected and qualified, or their earlier
retirement or resignation. It is intended that the shares represented by each
proxy will be voted cumulatively, in the discretion of the proxies, for the
nominees for Directors set forth below, each of whom is an incumbent, or for
any substitute nominee or nominees designated by the Board of Directors in the
event any nominee or nominees become unavailable for election. The principal
occupations of, and certain other information regarding, the nominees and the
continuing Directors, are set forth below.
--------------
Nominees to Serve in the Class whose Term expires in the Year 2002
--------------
Michele J. Hooper, Former President and Chief Executive
Officer of Stadtlander Drug Company, Inc. Ms. Hooper, 47, has
been a Director of PPG since 1995. She was President and Chief
Executive Officer of Stadtlander Drug Company, Inc., a
provider of disease-specific pharmaceutical care from July
1998 until Stadtlander was acquired in January 1999. From
1992, until June 1998 she was President, International
Business Group of Caremark International, Inc., an
alternative-site health care provider which is a subsidiary of
Medpartners, Inc. She was also Corporate Vice President of
Caremark International Inc., from 1993 until June 1998. She is
also a Director of Dayton Hudson Corporation and The Seagram
Company Ltd.
PHOTO OF
MICHELE J.
HOOPER
Raymond W. LeBoeuf, Chairman of the Board and Chief Executive
Officer, PPG Industries, Inc. Mr. LeBoeuf, 52, has been a
Director of PPG since 1995. He has been Chairman of the Board
and Chief Executive Officer of PPG since November 1997. He
served as President and Chief Executive Officer of PPG from
July 1997 until November 1997. From December 1995 until July
1997 he served as President and Chief Operating Officer of the
Company. He served as Executive Vice President from April 1994
to December 1995, Vice President, Coatings and Resins from
March 1994 to April 1994, and Vice President, Finance and
Chief Financial Officer from 1988 until March 1994. He is also
a director of Praxair, Inc.
PHOTO OF
RAYMOND W.
LEBOEUF
5
<PAGE>
David G. Vice, Retired Vice-Chairman, Products and Technology,
Northern Telecom Limited. Mr. Vice, 65, has been a Director of
PPG since 1988. He was Vice-Chairman, Products and Technology,
of Northern Telecom Limited, a telecommunications systems
company, from 1990 until his retirement in 1992. He is also a
director of Sun Life Assurance Company of Canada and Stackpole
Limited
PHOTO OF
DAVID G. VICE
--------------
Continuing Directors--Term Expires in 2000
--------------
Steven C. Mason, Retired Chairman of the Board and Chief
Executive Officer, Mead Corporation. Mr. Mason, 63, has been a
Director of PPG since 1990. He was Chairman of the Board and
Chief Executive Officer of Mead Corporation, a forest products
company, from 1992, until his retirement in 1997. He is also a
director of Convergys Corp. and The Elder-Beerman Stores Corp.
PHOTO OF
STEVEN C.
MASON
Thomas J. Usher, Chairman of the Board and Chief Executive
Officer, USX Corporation. Mr. Usher, 56, has been a Director
of PPG since 1996. He has been Chairman of the Board and Chief
Executive Officer of USX Corporation, a major producer of
energy and metal products, since 1995. He served as President
of the U.S. Steel Group from 1991 until 1994 and as President
and Chief Operating Officer of USX from 1994 until 1995. He is
also a director of PNC Bank Corp. and Transtar, Inc.
PHOTO OF
THOMAS J.
USHER
David R. Whitwam, Chairman of the Board and Chief Executive
Officer, Whirlpool Corporation. Mr. Whitwam, 57, has been a
Director of PPG since 1991. He has been Chairman of the Board
and Chief Executive Officer of Whirlpool Corporation, a
manufacturer and distributor of household appliances and
related products, since 1987.
PHOTO OF
DAVID R.
WHITWAM
6
<PAGE>
--------------
Continuing Directors--Term Expires in 2001
--------------
Erroll B. Davis, Jr., President and Chief Executive Officer,
Alliant Energy, an electric, gas and water utility company
formed as the result of a merger of WPL Holdings, Inc., IES
Industries Inc. and Interstate Power Co., in April, 1998. Mr.
Davis, 54, has been a Director of PPG since 1994. Prior to the
merger which formed Alliant Energy, he was President and Chief
Executive Officer of Wisconsin Power and Light Company and WPL
Holdings, Inc. He was President of Wisconsin Power and Light
Company from 1987 until April 1998 and Chief Executive Officer
from 1988 until April 1998. He was President and Chief
Executive Officer of WPL Holdings, Inc., the parent company of
Wisconsin Power and Light Company, from 1990 until April 1998.
He is also a director of BP Amoco Corporation and Alliant
Energy.
PHOTO OF
ERROLL B.
DAVIS, JR.
Allen J. Krowe, Retired Director and Vice Chairman, Texaco
Inc. Mr. Krowe, 66, has been a Director of PPG since 1987. He
was Vice Chairman of Texaco Inc., an international petroleum
company, from 1993, until his retirement in 1997, having
served as Chief Financial Officer from 1988 to 1994. He is
also a director of I.B.J. Whitehall Bank & Trust Company,
Amphion Ventures, L.P. and Navistar International Corporation.
PHOTO OF
ALLEN J.
KROWE
Ned C. Lautenbach, Partner, Clayton, Dubilier & Rice, Inc. Mr.
Lautenbach, 55, has been a Director of PPG since 1997. He has
been a partner at Clayton, Dubilier & Rice, a private equity
investment firm, since September 1998. He was Senior Vice
President of IBM Corporation from 1992 until his retirement in
July 1998. He had been Chairman of IBM World Trade Corporation
from 1993 to 1995 and a member of IBM's Corporate Executive
Committee from 1994 until his retirement. He is also a
director of Eaton Corporation, Dynatech Corporation and
ChoicePoint Inc.
PHOTO OF NED
C. LAUTENBACH
7
<PAGE>
Robert Mehrabian, Executive Vice President, Allegheny Teledyne
Inc. Dr. Mehrabian, 57, has been a Director of PPG since 1992.
He has been Executive Vice President of Allegheny Teledyne
Inc., a manufacturer of specialty metals, aerospace,
electronics, industrial and consumer products, since May 1998.
He was Senior Vice President and Segment Executive of
Allegheny Teledyne Inc. from 1997 until May 1998. From 1990
until 1997 he was President of Carnegie Mellon University, an
educational institution. He is also a director of Allegheny
Teledyne Inc., Mellon Bank Corporation, and BEI Technologies,
Inc.
PHOTO OF
ROBERT
MEHRABIAN
Committees of the Board
The Board of Directors has appointed several standing committees, including
an Audit Committee, a Nominating and Governance Committee, an Officers-
Directors Compensation Committee and an Investment Committee. During 1998, the
Board held nine meetings, while the Audit Committee held three meetings, the
Nominating and Governance Committee four meetings, the Officers-Directors
Compensation Committee four meetings and the Investment Committee one meeting.
The average attendance at meetings of the Board and Committees of the Board
during 1998 was 95%, and each Director attended at least 88% of the total
number of meetings of the Board and Committees of the Board on which such
Director served, except for Mr. Usher who, due to illness, was only able to
attend 69%. Descriptions of the Audit, Nominating and Governance, Officers-
Directors Compensation and Investment Committees are set forth below. None of
the members of those Committees is a past or present employee or officer of the
Company.
Audit Committee--The functions of the Audit Committee are primarily to review
with the independent public accountants and the Company's officers and internal
auditors their respective reports and recommendations concerning audit findings
and the scopes of and plans for their future audit programs and to review
audits, annual financial statements, accounting and financial controls and
compliance with appropriate codes of conduct. The Audit Committee also
recommends to the Board of Directors the independent public accountants to be
selected annually. The members of the Audit Committee are Erroll B. Davis, Jr.,
Michele J. Hooper, Steven C. Mason (Chair) and Robert Mehrabian.
Nominating and Governance Committee--The Nominating and Governance Committee
recommends to the Board of Directors the persons to be nominated by the Board
to stand for election as Directors at each Annual Meeting of Shareholders, the
person or persons to be elected by the Board to fill any vacancy or vacancies
in its number, the persons to be elected by the Board to be Chairman of the
Board, Vice Chairman of the Board and President, if any, and the Executive
Officers of the Company, actions to be taken regarding the structure,
organization and functioning of the
8
<PAGE>
Board, and the persons to serve as members of the standing committees of, and
certain committees appointed by the Board. The Nominating and Governance
Committee also annually reports to the Board the Committee's assessment of the
performance of the Board as a whole. The members of the Nominating and
Governance Committee are Michele J. Hooper, Allen J. Krowe (Chair), Ned C.
Lautenbach, David G. Vice and David R. Whitwam.
The Company's bylaws provide that nominations for persons to stand for
election as Directors may be made by holders of record of Common Stock
entitled to vote in the election of the Directors to be elected provided that
a nomination may be made by a shareholder at a meeting of shareholders only if
written notice of such nomination is received by the Secretary of the Company
not later than (i) with respect to an election to be held at an Annual Meeting
of Shareholders, held on the third Thursday in April, ninety days prior to
such Annual Meeting and (ii) with respect to an election to be held at an
Annual Meeting of Shareholders held on a date other than the third Thursday in
April or an election to be held at a special meeting of shareholders, the
close of business on the tenth day following the date on which notice of such
meeting is first given to shareholders. Each notice of nomination from a
shareholder must set forth: (a) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record of stock of
the Company entitled to vote at such meeting and intends to be present at the
meeting in person or by proxy to nominate the person or persons specified in
the notice; (c) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated by the Board of Directors; and (e)
the written consent of each nominee, signed by such nominee, to serve as a
Director of the Company if so elected.
Officers-Directors Compensation Committee--The Officers-Directors
Compensation Committee approves, adopts, administers, interprets, amends,
suspends and terminates the compensation plans of the Company applicable to,
and fixes the compensation and benefits of, all officers of the Company
serving as Directors of the Company (currently only Raymond W. LeBoeuf) and
all Executive Officers of the Company. The members of the Officers-Directors
Compensation Committee are Steven C. Mason, Robert Mehrabian, Thomas J. Usher
and David R. Whitwam (Chair).
Investment Committee--The Investment Committee reviews the investment
policies of the Company concerning its pension plans and certain benefit plans
and the asset investment policies of the PPG Industries Foundation (the
"Foundation"). The Committee also reviews (i) the selection of providers of
services to such pension and benefit plans of the Company and to the
Foundation, (ii) the allocations of assets among classes and the performance
of the investments of such pension and
9
<PAGE>
benefit plans and the Foundation, and (iii) the actuarial assumptions
concerning and the funding levels of the Company's pension plans. The members
of the Investment Committee are Erroll B. Davis, Jr. (Chair), Allen J. Krowe,
Ned C. Lautenbach, Thomas J. Usher and David G. Vice.
Compensation of Directors
Directors who are not also Officers receive a basic annual retainer of
$30,000 and a fee of $1,000 for each Board or Committee meeting they attend.
In addition, the members of the Audit Committee receive an annual retainer of
$4,000 while the members of the Nominating and Governance, Officers-Directors
Compensation and Investment Committees receive an annual retainer of $3,000
for each Committee. The Chair of each Committee receives an additional $1,000
annually. Any Director who is also an Officer receives no compensation as a
Director.
Under the Company's Deferred Compensation Plan for Directors, each Director
must defer receipt of such compensation as the Board mandates. Currently, the
Board mandates deferral of one-third of each payment of the basic annual
retainer of each Director. Each Director may also elect to defer the receipt
of (i) an additional one-third of each payment of the basic annual retainer,
(ii) all of the basic annual retainer or (iii) all compensation. All deferred
payments are held in the form of Common Stock Equivalents and earn dividend
equivalents until paid. Payments will be made in the Common Stock of the
Company (and cash as to any fractional Common Stock Equivalents).
Under the Directors' Common Stock Plan, each Director who neither is nor was
an employee of the Company and who serves on the Board of Directors as of the
day following each Annual Meeting of Shareholders is credited with Common
Stock Equivalents worth one-half of the Director's basic annual retainer. No
more than ten annual credits may be made for the account of any Director. The
Common Stock Equivalents held in each Director's account earn dividend
equivalents until paid. Upon termination of service, the Common Stock
Equivalents held in a Director's account will be paid in Common Stock (and
cash as to any fractional Common Stock Equivalents) in annual installments to
the Director, or the Director's spouse in the event of the Director's death.
Common Stock Equivalents under both the Deferred Compensation Plan for
Directors and the Directors' Common Stock Plan are hypothetical shares of PPG
Common Stock having a value on any given date equal to the value of a share of
Common Stock. Common Stock Equivalents carry no voting rights or other rights
afforded to a holder of Common Stock.
As part of its overall program to promote charitable giving, the Company has
established a Directors' charitable award program funded by insurance policies
on the lives of Directors. Each of
10
<PAGE>
the Company's Directors participates in the program. Upon the death of an
individual Director, the Company will donate an amount up to and including a
total of $1 million to one or more qualifying charitable organizations
designated by such Director and approved by the Company. The Company will
subsequently be reimbursed from the proceeds of the life insurance policies.
Individual Directors derive no financial benefit from this program since all
charitable deductions accrue solely to the Company.
Other Transactions
PPG and its subsidiaries purchase products and services from and/or sell
products and services to companies of which certain of the Directors of PPG
are executive officers or were executive officers during 1998. PPG does not
consider the amounts involved in such transactions material. Such purchases
from and sales to each company involved less than 1% of the consolidated gross
revenues for 1998 of the purchaser and seller and all of such transactions
were in the ordinary course of business. Some of such transactions are
continuing, and it is anticipated that similar transactions will recur from
time to time.
COMPENSATION OF EXECUTIVE OFFICERS
Compensation Committee Report on Executive Compensation
The Officers-Directors Compensation Committee of the Board of Directors is
responsible for determining and administering the policies which govern the
executive compensation programs of the Company. The Committee, which consists
entirely of independent outside Directors, met four times in 1998 to establish
Company performance goals, base salary pay levels and target annual bonus
awards, to approve annual bonus payments and to establish and approve long-
term incentives for the CEO and the other four executives named in the
compensation table below (collectively, the "Named Executives") and certain
other Officers of the Company.
Philosophy
The philosophy of the Committee is that the interests of the Company and its
shareholders require attracting and retaining the best possible executive
talent, motivating executives to achieve goals which support business
strategies and linking executive and shareholder interests. The Committee
believes this is generally best accomplished by compensating the CEO and other
Executive Officers (referred to collectively in this Proxy Statement as the
"Executives") competitively while having a significant portion of their total
compensation variable and related to
11
<PAGE>
the performance of the Company against established goals and to their overall
personal performance in directing the enterprise. The Committee also utilizes
equity based plans for a portion of compensation to link executive and
shareholder interests.
Annual Compensation Programs
The levels of base salary and target annual bonuses for the Executives,
including Named Executives, are established annually under a program also
applicable to other professional associates. Total annual compensation is
targeted at the median of a group of large industrial companies for which
compensation data are available through an independent consulting firm. The
Committee believes that the most direct competitors for executive talent are
not necessarily the companies that are included in the Dow Jones Industrial
Diversified Index. Thus, the companies compared for annual compensation
purposes and the companies compared for long-term compensation purposes are
not the same as the companies included in the index used in the Comparison of
Five-Year Cumulative Total Shareholder Return graph on page 23.
The Executives' base salaries are maintained below the median of the salary
range midpoints of comparison data. Annual bonus awards under the Company's
Incentive Compensation Plan are then targeted at a level that, when combined
with base salaries, approximates the median base salary and annual bonus paid
by companies represented in the salary data. Competitive total compensation is
achieved when target performance is met but with a larger percent of pay at
risk than is the case in the comparison companies.
Total annual compensation should exceed the median of the comparison data
when Company financial performance meets or exceeds targets established by the
Committee and individual performance contributes to meeting strategic
objectives of the Company. Total annual compensation should be below the
median of the comparison data when Company financial performance does not meet
targets and/or individual performance does not have a positive effect on
strategic objectives.
The financial performance targets established by the Committee are based on
earnings growth, Return on Capital (ROC) and cash return on capital. The
Committee may decide not to include some one-time accounting adjustments in
determining whether the financial performance targets are met. Bonus awards
are calculated using these financial targets and an assessment of personal
performance related to achievement of strategic objectives of the Company. The
personal performance rating of the CEO is determined by the Committee and the
other Executives are rated by the CEO.
Final awards are subject to the discretion of the Committee as permitted in
the Incentive Compensation Plan approved by the shareholders. If minimum
thresholds of earnings growth, ROC, and cash return on capital are not
achieved, no awards are granted by the Committee. The Committee
12
<PAGE>
has traditionally determined that 20% of the annual bonus award be paid in
Common Stock of the Company to build ownership levels and to align the
interests of the Executives more closely with those of the shareholders.
Long-Term Incentive Program
The Committee has established a long-term incentive program that motivates
key employees to invest in the stock of the Company and to cause the Company
to grow and profit, provides compensation levels competitive with
opportunities available elsewhere in industry and encourages key employees to
continue in the employ of the Company.
Long-term incentives are currently provided under the PPG Industries, Inc.
Stock Plan which has been approved by shareholders and provides for the
granting of stock options to key management employees. Option grants are
established each year to be competitive with long-term incentive data for
large companies identified by an independent compensation consulting firm as
potential competitors for executive talent. The number of stock options
granted to each executive is determined so that an estimate of potential value
of the options when combined with annual compensation discussed above will
approximate the median total annual and long-term compensation paid to
executives in the comparison companies. The number of option shares granted is
not determined by past Company performance and is not dependent on the number
granted in the past or the number presently held. The options are performance
related since the value of the option is ultimately determined by the future
performance of the Company as reflected by stock price.
Also, as shown in the Option/SAR Grants in Last Fiscal Year table and
related footnotes on pages 17, 18 and 19, the Named Executives exercised
existing options in a manner entitling them to receive Restored Options under
the Restored Option provisions of the Stock Plan. The Restored Option
provisions encourage Optionees to exercise options earlier during the option
term, thereby building stock ownership to better align their interests with
the interests of shareholders.
CEO Compensation
Mr. LeBoeuf's base salary increased by 14% over the amount he received in
1997. This change reflects his first full year as Chairman and CEO. It
includes movement toward more competitive base compensation appropriate to his
position as determined according to the competitive salary program described
above. Consistent with the Company's philosophy, the fixed salary portion of
Mr. LeBoeuf's compensation is below the median base salary paid by the
comparison companies. His annual bonus for 1998 was determined 80% on
performance of the Company against financial goals and 20% on personal
performance against non-financial goals related to strategic objectives of the
13
<PAGE>
Company. Financial goals included earnings growth, ROC and cash return on
capital. The financial performance of the Company in 1998 met requirements for
target compensation. The Committee rated Mr. LeBoeuf's 1998 performance toward
achieving strategic objectives related to growth initiatives, strategic
planning, capital allocation, responsiveness to PPG's shareholders and the
general management of corporate issues as meeting requirements. Mr. LeBoeuf's
1998 annual bonus was at the established target level.
Mr. LeBoeuf was granted 100,000 option shares at Fair Market Value on the
date of grant consistent with the Committee's philosophy that the estimated
value of the options combined with targeted annual compensation will be
competitive with total annual and long-term compensation provided by companies
that are potential competitors for executive talent. Also in 1998 Mr. LeBoeuf
received Restored Options for 87,446 shares under the Restored Option
provisions of the Stock Plan.
Other Named Executives' Compensation
The accompanying compensation tables also list four Executives other than
Mr. LeBoeuf ("Other Named Executives"). The Other Named Executives' base
salaries were increased over 1997 base salaries consistent with our base pay
practice discussed above. The increases in base salary over 1997 for Messrs.
Archinaco Pollock and Bunch reflect their first full year in new positions.
Mr. Hernandez' increase is in line with competitive market movement for his
position. Current base salary levels are below the median base salary position
of the comparison companies. The Other Named Executives' annual bonus awards
were based on Company financial performance measures and non-financial
measures directly related to their corporate objectives.
The number of options granted to Other Named Executives is related to the
level of responsibility determined by the Optionee's job grade level on the
date of grant. Job grade levels are established by an evaluation methodology
developed by an independent consultant. The 1998 option grants are consistent
with our philosophy cited above and represent a level of long-term incentives
that is competitive with the average provided by the comparison companies to
individuals holding positions with similar levels of responsibility. The Other
Named Executives also received Restored Options as stated in the Option/SAR
Grants in Last Fiscal Year table and related footnotes on pages 17, 18 and 19.
Deductibility of Compensation
Gains realized from exercising options under the long-term incentive Stock
Plan are exempt from the deductibility limitations under Section 162(m) of the
Internal Revenue Code. Compensation paid from the annual bonus plan does not
qualify for exemption from deductibility limits under
14
<PAGE>
Section 162(m). The Committee believes the annual bonus program must be
sufficiently flexible to allow the Committee to adjust awards appropriately
for the effect of unusual events such as acquisitions, divestitures and other
major corporate, accounting or legal changes impacting on earnings growth, ROC
and cash return on capital. This ability to exercise discretion under the
terms of the annual bonus plan in the view of the Committee is in the best
interests of the Company and its shareholders and outweighs the need to
qualify all plans so that income paid through the plans is exempt from the
deductibility limits of Section 162(m) of the Internal Revenue Code.
Nonetheless, all taxable income for 1998 of the CEO and Other Named Executives
qualified under Section 162(m) as deductible by the Company.
Summary
Through the programs and actions of the Committee described above, a very
significant portion of the Company's executive compensation is linked directly
to Company performance and returns to shareholders. The Officers-Directors
Compensation Committee intends to continue this policy.
The Officers-Directors Compensation Committee:
Steven C. Mason
Robert Mehrabian
Thomas J. Usher
David R. Whitwam
15
<PAGE>
Summary of Named Executives' Compensation
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal
years ended December 31, 1998, 1997 and 1996, of those persons who (i) served
as the Chief Executive Officer of the Company at any time during 1998 and (ii)
the other four most highly compensated Executive Officers of the Company at
December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------------
Annual Compensation Awards
-------------------------------------- ------------------------------
Other Annual Securities All Other
Name and Compensa- Underlying Compensa-
Principal Position Year Salary ($) Bonus ($)(/1/) tion ($) Options/SARs (#) tion ($)(/2/)
- ------------------ ---- ---------- -------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. W. LeBoeuf 1998 685,000 1,050,000 10,514 187,446 58,620
Chairman and CEO 1997 600,833 650,000 6,060 244,640 43,679
1996 450,000 675,000 7,250 127,758 37,359
F. A. Archinaco 1998 400,000 380,000 4,886 151,756 32,477
Executive Vice 1997 370,167 300,000 3,617 127,602 26,860
President 1996 323,000 300,000 2,463 97,952 24,826
E. K. Pollock 1998 400,000 380,000 2,900 93,293 22,780
Executive Vice 1997 370,167 300,000 6,093 103,280 20,825
President 1996 323,000 315,000 2,558 79,540 19,596
W. H. Hernandez 1998 325,000 250,000 1,245 44,027 19,983
Sr. Vice President, 1997 296,667 220,000 986 36,370 18,364
Finance 1996 276,667 295,000 850 30,106 17,130
C. E. Bunch 1998 290,000 240,000 4,859 103,188 22,889
Sr. Vice President, 1997 255,850 190,000 10,949 87,846 19,727
Strategic Planning and 1996 230,833 235,000 142 71,169 17,801
Corporate Services
</TABLE>
- -------
(1) Cash and market value of Common Stock awarded.
(2) The following are included in the amounts shown under All Other
Compensation for 1998: Company contributions under the Company's
Employee's Savings Plan for Messrs. LeBoeuf, Archinaco, Pollock, Hernandez
and Bunch, respectively, were $9,588, $9,588, $9,588, $9,588 and $9,188
and under the Company's Benefit Account Plan were $300, $300, $300, $300
and $300. The value of premiums paid with respect to term life insurance
for the benefit of Messrs. LeBoeuf, Archinaco, Pollock, Hernandez and
Bunch, respectively, was $952, $688, $892, $309 and $296. The amount shown
for Mr. LeBoeuf includes $16,268, for Mr. Archinaco includes $7,489 and
for Mr. Bunch includes $5,294, which are the portions of interest earned
on certain deferred compensation above 120% of the applicable federal
rate. The amounts shown for Messrs. LeBoeuf, Archinaco, Pollock, Hernandez
and Bunch include $31,512, $14,412, $12,000, $9,786 and $7,812,
respectively, in Company contributions under PPG Industries, Inc. Deferred
Compensation Plan in lieu of contributions which could not be made under
the Savings Plan because of the Internal Revenue Code and Regulations.
16
<PAGE>
Option Grants
Shown below is further information on grants of Options under the Company's
Stock Plan during fiscal year 1998 to the Named Executives. All of the Options
granted in 1998 were Nonqualified Options, as are all outstanding Options. No
Stock Appreciation Rights were granted in 1998 and none are outstanding.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock Price
Individual Grants Appreciation for Option Term (/2/)
--------------------------------------------------- ------------------------------------------
Percent of
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#)(/1/) Fiscal 1998 ($/Share) Date 0% ($)(/3/) 5% ($) 10% ($)
---- ---------------- ------------- --------- ---------- --------------------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
R. W. LeBoeuf........... 100,000 3.01 61.875 2/17/2008 0 3,891,500 9,861,500
32,853 .99 59.625 2/16/2003 0 541,253 1,196,013
54,593 1.65 59.625 2/13/2006 0 1,553,990 3,722,424
------- ------------- --------------
187,446 5,986,743 14,779,937
F. A. Archinaco......... 45,000 1.36 61.875 2/17/2008 0 1,751,175 4,437,675
1,351 .04 70.312 2/16/2003 0 26,247 57,996
4,162 .12 70.312 2/16/2003 0 80,859 178,666
3,785 .11 70.312 2/14/2005 0 108,357 252,490
16,959 .51 70.312 2/14/2005 0 485,502 1,131,301
27,036 .82 70.312 2/18/2007 0 1,048,132 2,581,343
369 .01 59.813 2/19/2001 0 3,479 7,305
6,595 .20 59.813 2/18/2002 0 84,990 183,057
1,430 .04 59.813 2/16/2003 0 23,634 52,219
6,417 .19 59.813 2/16/2003 0 106,054 234,330
10,956 .33 59.813 2/15/2004 0 233,878 505,587
2,338 .07 59.813 2/14/2005 0 56,923 132,674
25,358 .76 59.813 2/13/2006 0 724,148 1,734,411
------- ------------- --------------
151,756 4,733,378 11,489,054
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock Price
Individual Grants Appreciation for Option Term (/2/)
-------------------------------------------------- ----------------------------------------
Percent of
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#)(/1/) Fiscal 1998 ($/Share) Date 0% ($)(/3/) 5% ($) 10% ($)
---- ---------------- ------------ --------- ---------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
E. K. Pollock........... 45,000 1.36 61.875 2/17/2008 0 1,751,175 4,437,675
1,649 .05 69.562 2/18/2002 0 24,715 53,243
17,658 .53 69.562 2/16/2003 0 339,351 749,900
587 .01 69.562 2/14/2005 0 16,623 38,741
8,176 .25 69.562 2/13/2006 0 271,509 650,384
20,223 .61 69.562 2/18/2007 0 775,512 1,910,224
------- ------------- --------------
93,293 3,178,885 7,840,167
W. H. Hernandez......... 25,500 .77 61.875 2/17/2008 0 992,333 2,514,683
5,426 .16 69.562 2/18/2002 0 81,325 175,195
3,861 .11 69.562 2/16/2003 0 74,201 163,969
8,624 .26 57.563 2/16/2003 0 137,182 303,108
616 .01 57.563 2/14/2005 0 14,437 33,638
------- ------------- --------------
44,027 1,299,478 3,190,593
C. E. Bunch............. 21,500 .65 61.875 2/17/2008 0 836,673 2,120,223
2,324 .07 73.187 2/15/1999 (/5/) (/5/) (/5/)
6,692 .20 73.187 2/18/2002 0 105,553 227,280
10,942 .33 73.187 2/18/2002 0 172,588 371,623
2,563 .07 73.187 2/16/2003 0 51,832 114,523
18,363 .55 73.187 2/18/2007 0 741,002 1,824,970
3,505 .11 59.750 2/11/2000 0 21,451 43,988
4,899 .15 59.750 2/19/2001 0 46,149 96,902
2,928 .09 59.750 2/18/2002 0 37,713 81,193
2,011 .06 59.750 2/16/2003 0 33,202 73,361
11,598 .35 59.750 2/16/2003 0 191,483 423,095
5,798 .17 59.750 2/13/2006 0 165,417 396,177
10,065 .30 59.750 2/13/2006 0 287,154 687,741
------- ------------- --------------
103,188 2,690,217 6,461,076
All Shareholders(/4/)... 6,814,795,000 17,269,459,000
Named Executive
Officers' Gain as % of
all Shareholders' Gain.. 0% .262% .253%
</TABLE>
18
<PAGE>
- ------
(1) All Options were granted at Fair Market Value (the closing price for the
Company's Common Stock as reported on the New York Stock Exchange-
Composite Transactions) on the date of grant. Five of the Options shown
were granted on February 18, 1998, at an Exercise Price of $61.875 and
became exercisable one year after the date of grant. The other Options
shown on the table were granted to certain of the Named Executives under
the Restored Option provisions of the 1984 Stock Option Plan that were
approved by the shareholders in 1992. Under the Restored Option
provisions, which apply to all Nonqualified Options outstanding on
December 1, 1992, or granted thereafter, an Optionee who surrenders (or
certifies ownership of) shares of Common Stock in payment of the Option
Price of an Option is granted a new Nonqualified Option (a "Restored
Option") covering the number of shares equal to the number of shares
surrendered (or certified as to ownership) and surrendered or withheld to
satisfy tax obligations. Restored Options have the same expiration date as
the original Option, the exercise of which generated the Restored Option,
an Exercise Price equal to the Fair Market Value of the Common Stock on
the date of Grant of the Restored Option, and become exercisable six
months after the Date of Grant.
(2) The dollar amounts under these columns are the result of calculations at
0%, and at the 5% and 10% rates set by the Securities and Exchange
Commission and, therefore, are not intended to forecast possible future
appreciation, if any, of PPG's Common Stock price. PPG did not use an
alternative formula for a grant date valuation, as the Company is not
aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.
(3) No gain to the Optionees is possible without an increase in stock price. A
0% gain in stock price will result in zero gain for the Optionee.
(4) Based on 175,120,000 issued shares (other than Treasury shares), these
amounts are the total increase in shareholder values using the 0%, 5% and
10% assumed annual appreciation rates and the price and terms of the
February 18, 1998, grant.
(5) No future appreciation is shown since this grant terminated unexercised on
February 15, 1999.
19
<PAGE>
Option Exercises and Fiscal Year-End Values
Shown below is information with respect to exercises during 1998 of Options
granted under the Stock Plan and information with respect to unexercised
Options granted in 1998 and prior years under the Stock Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs
December 31, 1998 (#) at December 31, 1998 ($)(/1/)
------------------------- ---------------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
R. W. LeBoeuf 96,906 1,247,637 325,684 100,000 570,577 0
F. A. Archinaco 117,569 1,078,725 106,133 98,463 11,964 0
E. K. Pollock 56,280 994,104 157,445 45,000 134,042 0
W. H. Hernandez 23,909 760,212 128,030 34,740 1,438,547 5,775
C. E. Bunch 87,365 886,386 68,858 62,304 0 0
</TABLE>
- -------
(1) Based on the closing price on the New York Stock Exchange-Composite
Transactions of the Company's Common Stock on December 31, 1998 (last
trading day of fiscal year), which was $58.188 per share.
Retirement Plans
The Company's qualified retirement plan for salaried employees and
nonqualified retirement plan provide benefits after retirement. The annual
benefits payable upon retirement under those plans to persons in hypothetical
five-year average annual covered compensation and credited years-of-service
classifications (assuming retirement as of January 1, 1999, and date of birth
in 1933) are estimated in the following table.
20
<PAGE>
Pension Plan Table
<TABLE>
<CAPTION>
Base and Incentive Credited Years of Service
5-Year Avg. ------------------------------------------------------------------
Total
Compensation 15 20 25 30 35
- ------------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 400,000 89,930 119,906 149,883 179,860 209,836
600,000 137,930 183,906 229,883 275,860 321,836
800,000 185,930 247,906 309,883 371,860 433,836
1,000,000 233,930 311,906 389,883 467,860 545,836
1,200,000 281,930 375,906 469,883 563,860 657,836
1,400,000 329,930 439,906 549,883 659,860 769,836
</TABLE>
The compensation covered by the Company's qualified retirement plan for
salaried employees, which is compulsory and noncontributory, is the salary of
a participant as limited by applicable Internal Revenue Service ("IRS")
regulations. The compensation covered by the Company's nonqualified retirement
plan, which is available only to those employees who participate in the
qualified retirement plan for salaried employees and in the Company's
Incentive Compensation Plan or Management Award Plan, is the compensation paid
under the latter two plans, which for the Named Executives in the Summary
Compensation Table on page 16 is shown in the "Bonus" column under "Annual
Compensation." Additional benefits may be paid to certain participants under
the Company's nonqualified retirement plan equal to any benefit which cannot
be paid under the Company's qualified retirement plan for salaried employees
because of the restrictions of any applicable IRS regulations. The benefit
payable under the Company's qualified retirement plan for salaried employees
is a function of a participant's highest consecutive five-year average annual
covered compensation during the ten years immediately prior to retirement and
credited years of service while a plan participant. The benefit payable under
the Company's nonqualified retirement plan is a function of the participant's
five-year average annual covered compensation for the highest five years out
of the final ten years immediately prior to retirement and credited years of
service. The highest five-year average annual covered compensation under both
plans through 1998 for Messrs. LeBoeuf, Pollock, Archinaco, Hernandez and
Bunch is $1,040,736, $578,578 $613,286, $481,398 and $393,275, respectively.
The annual benefits payable under the plans as shown in the table above are
estimated on the basis of a straight life annuity notwithstanding the
availability of a joint-and-survivor annuity or lump-sum benefit and are not
subject to reduction for social security benefits. For purposes of the plans,
Mr. LeBoeuf has eighteen years of service, Mr. Pollock thirty-two and one-half
years, Mr. Archinaco thirty-three and one-half years, Mr. Hernandez eight
years and Mr. Bunch nineteen and one-half years.
21
<PAGE>
Change In Control Arrangements
The Company has entered into arrangements with certain key executives,
including the Named Executives, providing for the continued employment of such
executives for a period of up to three years following a change in control of
the Company. The arrangements contemplate that during such three-year period,
such executives would continue to be employed in capacities, and compensated
on a basis, commensurate with their capacities and compensation before the
change in control occurred. The arrangements contemplate, further, that in the
event the executive's employment is terminated (a) for any reason by the
executive during a thirty day window period beginning one year after a change
in control, (b) at any time during the three years following a change in
control by the executive because either he has not been employed in a
commensurate capacity or he has not been commensurately compensated or (c) by
the Company at any time during the three years following a change in control
other than for cause, the executive would be entitled to receive, subject to
certain conditions, a payment. This payment would basically be the salary and
the awards under the Incentive Compensation Plan that the Executive would have
received for (i) the next two years (or until the executive's retirement date
if earlier) if the termination was under situation (a) above or (ii) for three
years (or until the executive's retirement date if earlier) if the termination
was under situations (b) or (c) above.
Shareholder Return Performance Graph
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock with the
cumulative total return of the Standard & Poor's Composite--500 Stock Index
("S&P 500 Index") and the Dow Jones Industrial Diversified Index for the five
year period beginning December 31, 1993 and ending December 31, 1998. The S&P
500 Index and the Dow Jones Industrial Diversified Index data presented in the
graph are based on the companies that comprised those indexes at the time the
graph was prepared on January 21, 1999. The information presented in the graph
assumes that the investment in the Company's Common Stock and each Index was
$100 on December 31, 1993 and that all dividends were reinvested.
22
<PAGE>
Comparison of Shareholder Five-Year Cumulative Total Shareholder Return
PPG Industries, Inc., Dow Jones Industrial Diversified Index and S&P 500 Index
[Graph Appears Here]
'93 '94 '95 '96 '97 '98
PPG 100 101 128 160 167 174
DJID 100 92 120 155 204 234
S&P 500 100 101 140 171 229 294
AUDITORS
The Board of Directors, based on the recommendation of the Board Audit
Committee, has appointed Deloitte & Touche LLP as Auditors for the Company for
the year 1999. Deloitte & Touche LLP have been regularly engaged by the
Company for many years to examine the Company's annual financial statements
and for other purposes. Representatives of Deloitte & Touche LLP are expected
to be present at the Meeting and, while they do not plan to make a statement
(although they will have the opportunity if they desire to do so), they will
be available to respond to appropriate questions from shareholders.
23
<PAGE>
MISCELLANEOUS
Vote Required
The Annual Meeting of Shareholders will not be organized for the transaction
of business unless a quorum is present. The presence in person or by proxy of
shareholders entitled to cast at least a majority of the votes that all
shareholders are entitled to cast shall constitute a quorum. Votes withheld
and abstentions will be counted but broker non-votes will not be counted in
determining the presence of a quorum.
In the election of Directors, the number of nominees to be elected in each
class who receive the greatest number of votes cast at the Annual Meeting by
the holders of the Common Stock present in person or by proxy and entitled to
vote, assuming the presence of a quorum, will be elected as Directors for a
term of three years or their earlier resignation or retirement. Since no
written notice was received by the Company from a shareholder that a
nomination would be made by the shareholder at the Meeting pursuant to the
nomination procedure provided for in the Company's bylaws, votes may only be
cast for, or withheld from, the Company's nominees.
Pennsylvania law provides that abstentions, votes withheld and broker non-
votes are not votes cast. Therefore, with respect to the election of
Directors, abstentions, votes withheld and broker non-votes do not count
either for or against such election.
Solicitation Costs
The costs of the solicitation of proxies will be borne by the Company.
Arrangements may be made by the Company with brokerage houses and other
custodians, nominees and fiduciaries for them to forward solicitation
materials to the beneficial owners of the shares such brokerage houses and
other custodians, nominees and fiduciaries hold of record, and the Company may
reimburse them for the reasonable expenses they incur in so doing. To assist
in the solicitation of proxies, the Company has engaged D. F. King & Co., Inc.
for a fee of $12,000, plus out-of-pocket expenses. Directors, Officers or
regular employees of the Company may, without additional compensation
therefor, also make solicitations.
Shareholder Proposals
Shareholders intending to present business for consideration at the year
2000 Annual Meeting of Shareholders must give notice to the Secretary of the
Company within the same time limits as set forth on page 9 for nomination of
Directors and such business must otherwise be a proper matter for shareholder
action. If, as expected, the year 2000 Annual Meeting of Shareholders is held
on
24
<PAGE>
April 20, 2000 (the third Thursday of April, 2000), then to be timely the
notice must be received by the Secretary of the Company not later than January
21, 2000, in order to be brought before the Meeting. To be eligible for
inclusion in the Proxy Statement and Proxy Card relating to such Annual
Meeting, the notice must be received by the Secretary of the Company not later
than November 9, 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
The Directors and Executive Officers of the Company are required to file
reports of initial ownership and changes of ownership of PPG securities with
the Securities and Exchange Commission and the New York Stock Exchange. To the
Company's knowledge, based solely on review of copies of such reports
furnished to the Company and written representations that no other reports
were required, the required filings of all such Directors and Executive
Officers were filed timely.
Other Matters
So far as is known, no matters other than those described herein are
expected to come before the Meeting. It is intended, however, that the proxies
solicited hereby will be voted on any other matters which may properly come
before the Meeting, or any adjournment thereof, in the discretion of the
person or persons voting such proxies unless the shareholder has indicated on
the Proxy Card that the shares represented thereby are not to be voted on such
other matters.
Pittsburgh, Pennsylvania
March 8, 1999
25
<PAGE>
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
PROXY AND VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PPG INDUSTRIES, INC. FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 15, 1999.
The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated March 8, 1999, hereby appoints R. W. LEBOEUF,
J. C. DIGGS and M. C. HANZEL, or any of them, with full power of substitution
to each, proxies to represent the undersigned and to vote all of the shares of
the Common Stock of PPG Industries, Inc. (the "Company" or "PPG") that the
undersigned would be entitled to vote if personally present at the 1999 Annual
Meeting of Shareholders of the Company, or any adjournment thereof, as
directed on the reverse side hereof and in their discretion on such other
matters as may properly come before the meeting or any adjournment thereof.
The shares represented by this proxy will be voted as directed on the reverse
side hereof. If no direction is given, however, the shares represented by this
proxy will be voted FOR the election of the nominees for Director proposed by
the Board of Directors (those nominees are Michele J. Hooper, Raymond W.
LeBoeuf and David G. Vice). Shares to be voted FOR the election of the
nominees proposed by the Board of Directors will be voted cumulatively in the
discretion of the Proxies for any nominees other than nominees with respect to
whom authority to vote FOR has been withheld. In their discretion, the Proxies
are authorized to vote upon such other business as may properly come before
the meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
<PAGE>
Please mark your votes with an "X".
PPG'S DIRECTORS RECOMMEND A VOTE "FOR"
ALL NOMINEES
----------------------------------------
FOR WITHHELD
ALL FROM
NOMINEES ALL
NOMINEES
[--] [--]
ELECTION OF THREE
DIRECTORS:
(Nominees: Michele J. Hooper, Raymond W.
LeBoeuf and David G. Vice)
FOR, EXCEPT VOTE WITHHELD FROM THE
FOLLOWING NOMINEE(S):
---------------------
-------------------------------------- --------------- , 1999
SIGNATURE(S) DATED
PLEASE SIGN AS NAME(S) APPEAR HEREON
AND RETURN PROMPTLY. GIVE FULL TITLE
IF SIGNING FOR A CORPORATION OR
PARTNERSHIP OR AS ATTORNEY, AGENT OR
IN ANOTHER REPRESENTATIVE CAPACITY.
<PAGE>
PROXY AND VOTING INSTRUCTION CARD Pleas Mark
your vote as
indicated in
this example [X]
LOGO PPG PPG INDUSTRIES, INC.
One PPG Place
Pittsburgh, PA 15272
To obtain an Admission card to the Annual Meeting, place an "X" in the box to
the right.
- ---------------------------------------------------------------------------- [_]
PPG'S DIRECTORS RECOMMEND A VOTE "FOR" ALL NOMINEES.
ELECTION OF THREE DIRECTORS.
(NOMINEES: MICHELE J. HOOPER, RAYMOND W. LEBOEUF AND DAVID G. VICE)
FOR WITHHELD FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING
ALL FROM NOMINEE(S):
NOMINEES ALL NOMINEES
----------------------------------------------
[_] [_]
SIGNATURE(S) DATE
------------------------------------------------- --------------
Note: Please sign as name(s) appear hereon. Give full title if signing for a
corporation or partnership or as attorney, agent of in another representative
capacity.
/\ FOLD AND DETACH HERE /\
LOGO PPG PPG INDUSTRIES, INC.
One PPG Place
Pittsburgh, PA 15272
ANNUAL MEETING OF SHAREHOLDERS - 11:00 A.M. - APRIL 15, 1999
The Annual Meeting of Shareholders of PPG Industries, Inc. will be held on
Thursday, April 15, 1999, at The Westin William Penn Hotel, William Penn Place,
Pittsburgh, Pennsylvania, at 11:00 a.m.
The top (blue shaded) portion of this form is your PROXY AND VOTING INSTRUCTION
CARD. Please COMPLETE, SIGN and DATE the CARD and then DETACH and RETURN the
completed CARD promptly in the enclosed reply envelope. You should do so even if
you plan to attend the Annual Meeting. If you do attend, you may override your
proxy and vote in person if you wish.
If you plan to attend the Annual Meeting, please mark an "X" in the request box
provided on the BLUE CARD. An admission card will be mailed to you at the
address already printed on the card. If your shares are held in joint names, you
will each receive and admission card. If your intend to bring a guest, please
print the guest's name on the line next to the admission card request box. If
your admission card should be sent to an address other than the address printed
on the card, please print that address on the line next to the admission card
request box.
PLEASE COMPLETE, SIGN AND DATE YOUR PROXY AND VOTING INSTRUCTION CARD, DETACH IT
AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PPG INDUSTRIES, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 15, 1999.
The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated March 8, 1999, hereby appoints R.W. LeBoeuf,
J.C. Diggs and M.C. Hanzel, or any of them, with full power of substitution to
each, proxies to represent the undersigned and to vote all of the shares of the
Common Stock of PPG Industries, Inc., (the "Company") that the undersigned would
be entitled to vote if personally present at the 1999 Annual Meeting of
Shareholders of the Company, or any adjournment thereof, as directed on the
reverse side hereof and in their discretion on such other matters as may
properly come before the meeting or any adjournment thereof.
The shares represented by this proxy will be voted as directed on the reverse
side hereof. If no direction is given, however, the shares represented by this
proxy will be voted FOR the election of the nominees for Director proposed by
the Board of Directors (those nominees are Michele J. Hooper, Raymond W.
LeBoeuf and David G. Vice). Shares to be voted FOR the election of the nominees
proposed by the Board of Directors will be voted cumulatively in the discretion
of the proxies for any nominees other than nominees with respect to whom
authority to vote FOR has been withheld. This card votes all of the shares of
the Common Stock of the Company held under the same registration in any one or
more of the following manners: as a shareholder of record; in the PPG
Industries, Inc. Dividend Reinvestment and Stock Purchase Plan; in the PPG
Industries Employee Savings Plan and in the PPG Canada Inc. Employee Savings
Plan.
Please complete, sign and date this Card on the reverse side and return it
promptly in the enclosed reply envelope.
/\ FOLD AND DETACH HERE /\
