Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K/A
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission File
December 31, 1994 Number 1-10373
Jefferson Smurfit Corporation (U.S.)
(Formerly named Container Corporation of America)
(Exact name of registrant as specified in its charter)
Delaware 36-2659288
(State of incorporation (I.R.S. Employer
or organization Identification)
Jefferson Smurfit Centre
8182 Maryland Avenue
St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number: (314) 746-1100
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of February 10, 1995, none of the Registrant's voting stock was
held by non-affiliates.
The number of shares outstanding of the Registrant's common stock
as of February 10, 1995: 1,000
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
FORM 10-K/A
JEFFERSON SMURFIT CORPORATION (U.S.)
Amendment No. 1
to
1994 Annual Report on Form 10-K
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the year
ended December 31, 1994 on Form 10-k as set forth in the pages attached
hereto:
PART III
Item 11. Executive Compensation.
Item 11 to Jefferson Smurfit Corporation (U.S.)'s Annual Report on Form 10-K
for the year ended December 31, 1994 is hereby amended. The only change made
is on the Summary Compensation Table in the section entitled "Executive
Compensation", regarding the data shown for Mr. James E. Terrill.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATE: March 10, 1995 Jefferson Smurfit Corporation (U.S.)
Registrant
BY: /s/ John R. Funke
John R. Funke
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation
for each of the last three fiscal years awarded to or earned by the
Chief Executive Officer of JSC and the four other most highly
compensated executive officers of JSC (the "Named Executive
Officers") during 1994. The table also includes Mr. James B.
Malloy, who retired from the position of President and Chief
Executive Officer on February 1, 1994.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Awards Payouts All Other
Annual Compensation Securities LTIP Compen-
1997 Other Annual Underlying Payouts ation($)
Name and Principal Position Year Salary($) Bonus($) Bonus<F1> Compensation($) Options(#) ($)<F2> <F3>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James E. Terrill, President and 1994 $678,333 $251,029 $1,000,000 $52,471 319,000 $ 346,604 $ 26,235
Chief Executive Officer, 1993 440,000 0 0 17,318 0 0 19,545
formerly Executive Vice 1992 367,500 243,477 0 944 181,000 0 16,346
President -- Operations <F4>
Michael W.J. Smurfit, Chairman 1994 834,000 299,084 0 30,000 0 1,964,088 11,922
of the Board 1993 832,369 0 0 30,000 0 0 16,775
1992 793,273 526,605 0 0 1,026,000 0 15,764
Richard W. Graham, Senior Vice 1994 378,667 110,876 475,000 9,270 9,000 173,302 9,937
President 1993 337,000 0 0 5,215 0 0 10,817
1992 286,760 29,336 0 2,223 91,000 0 9,075
John R. Funke, Vice President 1994 300,000 107,584 500,000 28,599 29,000 231,069 10,779
and Chief Financial Officer 1993 300,000 0 0 13,163 0 0 10,167
1992 232,000 153,705 0 1,647 121,000 0 10,435
David C. Stevens, Vice President 1994 200,000 311,709 200,000 6,515 5,000 34,660 7,719
and General Manager -- 1993 200,000 48,954 0 1,402 0 0 7,965
Reclamation Division 1992 161,000 44,012 0 985 45,000 0 5,947
James B. Malloy, Retired, 1994 82,667 0 0 43,163 0 1,386,415 367,122
formerly President and Chief 1993 992,000 0 0 17,867 0 0 21,902
Executive Officer <F4> 1992 945,000 626,082 0 8,003 724,000 0 23,294
<FN>
<F1> Amounts awarded in 1994 pursuant to the JSC's 1994 Long-Term
Incentive Plan. These awards are not due and payable until
April 30, 1997 and may be subject to forfeiture if the executive's
employment is terminated, other than for death or disability, prior
to such date.
<F2> Aggregate long-term incentive payment of $7.67 million was made in
1994 prior to consummation of JSC's initial public offering of
Common Stock on May 4, 1994 (the "Equity Offerings") to a number of
JSC's and its affiliates' officers, including the Named Executive
Officers and officers of JS Group and its affiliates. These amounts
represent deferred settlement of the cancellation in 1992 of the
Company's 1990 Long-Term Management Incentive Plan. The amount paid
to the officers of JS Group and its affiliates (exclusive of
Dr. Smurfit) was $1.69 million.
<F3> Amounts shown under "All Other Compensation" for 1994 include a $3,500
Company contribution to JSC's Savings Plan for each Named Executive
Officer (other than Dr. Smurfit) and JSC-paid split-dollar term life
insurance premiums for Dr. Smurfit ($11,922) and Messrs. Terrill
($22,735), Graham ($6,437), Funke ($5,374), Stevens ($4,219) and Malloy
(none). Messrs. Malloy and Funke also had reportable (above 120%
of the applicable federal long-term rate) earnings equal to $7,688
and $1,905, respectively, credited to their accounts under JSC's
Deferred Compensation Capital Enhancement Plan. In addition, Mr.
Malloy received $64,859 of unused vacation pay and $291,075 of
retirement benefits.
<F4> James B. Malloy retired, as of February 1, 1994, as President and
Chief Executive Officer, and James E. Terrill succeeded to Mr.
Malloy's positions as President and Chief Executive Officer.
Previously, Mr. Terrill was Executive Vice President--Operations.
</FN>
</TABLE>
<PAGE>
1992 STOCK OPTION PLAN
JSC's 1992 Stock Option Plan, as amended (the "Plan") became
effective on August 26, 1992 and will continue in effect until the
later of August 26, 2004 and the expiration of all outstanding
options granted thereunder unless terminated sooner by JSC's Board
of Directors (the "Board"); no options may be granted under the
Plan after August 25, 2004 or such earlier date determined by the
Board.
The purpose of the Plan is to advance the interests of JSC, its
subsidiaries and affiliates and their prospective stockholders by
providing certain eligible employees of JSC, its subsidiaries and
affiliates with an opportunity to acquire a proprietary interest in
JSC. Each salaried employee is eligible to be an optionee,
provided he/she is approved by the Board of Directors. In 1994,
JSC awarded 640,250 stock options, including 448,000 to all
executive officers as a group (12 persons), none to directors (with
the exception of Mr. Terrill) and 192,250 to employees other than
executive officers, at an exercise or base price of $12.50 with an
expiration date of February 14, 2006. As of December 31, 1994,
there were 351 participants in the Plan.
The Plan provides for the granting of nonstatutory stock options,
which are options that do not qualify as incentive stock options
within the meaning of the Code.
The Plan is administered by a committee of the Board (the "Option
Plan Committee") consisting solely of two or more directors of JSC
who are "disinterested" within the meaning of Rule 16b-3 ("Rule
16b-3") promulgated under Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Members of the Option
Plan Committee do not receive any remuneration from the Plan.
Option Plan Committee members serve at the discretion of the Board.
The number of shares reserved for issuance under the Plan is
8,050,000, subject to adjustment upon changes in capitalization.
Shares may be treasury shares or authorized but unissued shares.
Under the Plan, the Named Executive Officers and certain other
eligible employees have been granted options to purchase shares of
Common Stock. Options may not be exercised unless they are both
"exercisable" and "vested". The vesting schedule varies according
to the schedule set forth in each Option Agreement and provides for
vesting over a period of time. The options which have been granted
to date generally become fully vested four years from the date of
grant. Options vest in their entirety upon the death, disability
or retirement, as defined in the Plan, of the optionee. Non-vested
options are forfeited upon any other termination of employment.
The Option Plan Committee, with the consent of the Board, may
accelerate the vesting of options at such times and under such
circumstances as it deems appropriate.
Exercisability is determined in accordance with the following
rules. Upon the earliest to occur of (i) MSLEF II's transfer of
all its Common Stock or, if MSLEF II distributes its Common Stock
to its partners pursuant to its dissolution, the transfer by such
partners of at least 50% of the aggregate Common Stock received
from MSLEF II pursuant to its dissolution, (ii) the 11th
anniversary of the grant date of the options, and (iii) a public
offering of Common Stock by MSLEF II (a "MSLEF II Public Offering")
(each, a "Trigger Date"), all vested options shall become
exercisable and all options which vest subsequently shall become
<PAGE>
exercisable upon vesting; provided, however, that if a public
offering occurs prior to the Threshold Date (defined below) all
vested options and all options which vest subsequent to the public
offering but prior to the Threshold Date shall be exercisable in an
amount (as of periodic determination dates) equal to the product of
(a) the number of shares of Common Stock vested pursuant to the
option (whether previously exercised or not) and (b) the Morgan
Percentage (as defined below) as of such date; provided further
that, in any event, (i) ten percent of stock options granted prior
to 1993 became exercisable on January 1, 1995, and (ii) a holder's
options shall become exercisable from time to time in an amount
equal to the percentage that the number of shares sold or
distributed to its partners by MSLEF II represents of its aggregate
ownership of shares on May 11, 1994 (with vested options becoming
exercisable up to such number before any non-vested options become
so exercisable) less the number of options, if any, which became
exercisable on January 1, 1995. The Threshold Date is the earlier
of (x) the date the members of the MSLEF II Group (as defined in
the Option Plan) shall have received collectively $200,000,000 in
cash and/or other property as a return of their investment in JSC
(as a result of sales of shares of JSC's common equity) and (y) the
date that the members of the MSLEF II Group shall have transferred
an aggregate of at least 30% of JSC's common equity owned by the
MSLEF II Group as of August 26, 1992. The Morgan Percentage as of
any date is the percentage determined from the quotient of (a) the
number of shares of JSC's common equity held as of August 26, 1992,
that were transferred by the MSLEF II Group as of the determination
date and (b) the number of shares of JSC's common equity
outstanding as of such date.
The purchase price of the stock purchased pursuant to the exercise
of an option is $10 per share for options granted as of August 26,
1992 and $12.50 per share for options granted as of February 15,
1994; and for all other options, such price must be the fair market
value of the stock on the day the option is granted. The option
price may be adjusted in accordance with the antidilution
provisions of the Plan. Upon the exercise of any option, the
purchase price must be fully paid in cash or its equivalent or with
already owned shares or shares otherwise issuable upon exercise.
Certain Federal Income Tax Effects -- The following discussion of
certain federal income tax effects applicable to options granted
under the Plan is a summary only, and reference is made to the
Code, the regulations and rulings issued thereunder and judicial
decisions relating thereto for a complete statement of all relevant
federal tax provisions.
An employee generally will not be taxed upon the grant of an
option. Rather, at the time of exercise of such option the
employee will recognize ordinary income for federal income tax
purposes in an amount equal to the excess of the fair market value
of the shares purchased over the option price. JSC, or its
affiliates and subsidiaries, as the case may be, will generally be
entitled to a tax deduction at such time and in the same amount
that the employee recognizes ordinary income. Different rules may
apply in the case of an employee who is subject to the reporting
requirements of Section 16(a) of the Exchange Act.
If shares acquired upon exercise of an option are later sold or
exchanged, then the difference between the sales price and the fair
market value of such shares on the date that ordinary income was
recognized with respect thereto will generally be taxable as long-
term or short-term capital gain or loss (if the shares are a
capital asset of the employee) depending upon whether the shares
have been held for more than one year after such date.
<PAGE>
According to a published ruling of the Internal Revenue Service, an
employee who pays the option price upon exercise of a nonqualified
stock option, in whole or in part, by delivering shares already
owned by him will recognize no gain or loss for federal income tax
purposes on the shares surrendered, but otherwise will be taxed
according to the rules described above. With respect to shares
acquired upon exercise that are equal in number to the shares
surrendered, the basis of such shares will be equal to the basis of
the shares surrendered, and the holding period of shares acquired
will include the holding period of the shares surrendered. The
basis of additional shares received upon exercise will be equal to
the fair market value of such shares on the date that governs the
determination of the employee's ordinary income, and the holding
period for such additional shares will commence on such date.
Option Grants in Last Fiscal Year -- The following table provides
information concerning stock options granted to the Named Executive
Officers effective as of February 15, 1994.
<TABLE>
OPTION GRANTS IN 1994
<CAPTION>
Potential Realizable Value
Number of Sec- % of Total at Annual Rates of
urities Under- Options Granted Exercise or Stock Price Appreciation
lying Options to employees Base Price Expiration for Option Term <F2>
Name Granted in Fiscal Year ($ Per Share)<F1> Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
James E. Terrill 319,000 49.9% $12.50 2/14/2006 $3,173,477 $8,526,983
Michael W.J. Smurfit 0 N/A N/A N/A N/A N/A
Richard W. Graham 9,000 1.4% 12.50 2/14/2006 89,534 240,573
John R. Funke 29,000 4.5% 12.50 2/14/2006 288,498 775,180
David C. Stevens 5,000 0.8% 12.50 2/14/2006 49,741 133,652
James B. Malloy 0 N/A N/A N/A N/A N/A
<FN>
<F1> The 1994 options were granted on February 15, 1994 and the
exercise price was set prior to JSC's initial public offering
on May 4, 1994.
<F2> The dollar amounts under these columns are the result of
calculations at 5% and 10% rates, as set by the Securities and
Exchange Commission's executive compensation disclosure rules.
Actual gains, if any, on stock option exercises depend on
future performance of the Common Stock and overall stock market
conditions. No assurance can be made that the amounts
reflected in these columns will be achieved.
<F3> On February 9, 1995, 91,750 options were granted to 37
individuals, including 10,000 to Mr. Graham, at an exercise
price of $17.625 per share.
</FN>
</TABLE>
<PAGE>
Option Exercises and Year-End Value Table -- The following table summarizes
the exercise of options and the value of options held by the Named Executive
Officers as of the end of 1994.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired on Value at January 1, 1995 (#)<F1> at January 1, 1994($)<F2>
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
James E. Terrill 0 N/A 18,100 / 481,900 $126,700 /$2,575,800
Michael W.J. Smurfit 0 N/A 102,600 / 923,400 718,200 / 6,463,800
Richard W. Graham 0 N/A 9,100 / 90,900 63,700 / 613,800
John R. Funke 0 N/A 12,100 / 137,900 84,700 / 892,800
David C. Stevens 0 N/A 4,500 / 45,500 31,500 / 306,000
James B. Malloy 0 N/A 72,400 / 651,600 506,800 / 4,561,200
<FN>
<F1> No stock appreciation rights have been granted to any Named Executive Officers. Ten
percent of the outstanding options granted prior to 1993 became exercisable on January
1, 1995. None were exercisable on December 31, 1994.
<F2> Value is the difference between the market value of the Common Stock on the date of
exercise or December 31, 1994 and the exercise price. The market price at December 31,
1994 was $17.00 per share.
</FN>
</TABLE>
<PAGE>
PENSION PLANS
Salaried Employees' Pension Plan and Supplemental Income Pension
Plans
JSC and its subsidiaries maintain a non-contributory pension plan
for salaried employees (the "Pension Plan") and two non-
contributory supplemental income pension plans (the "SIP I" and
"SIP II", together, the "SIP Plans") for certain key executive
officers, under which benefits are determined by final average
earnings and years of credited service and are offset by a certain
portion of social security benefits. For purposes of the Pension
Plan, final average earnings equals the average of the highest five
consecutive years of the participants' last 10 years of service,
including overtime and certain bonuses, but excluding bonus
payments under the Management Incentive Plan, deferred or
acquisition bonuses, fringe benefits and certain other
compensation. For purposes of each SIP, final average earnings
equals the participant's average earnings, including bonus payments
made under the Management Incentive Plan, for the five consecutive
highest-paid calendar years out of the last 10 years of service.
SIP I recognizes up to 20 years of credited service and SIP II
recognizes 22.5 years of credited service.
The pension benefits for the Named Executive Officers can be
calculated pursuant to the following table, which shows the total
estimated single life annuity payments that would be payable to the
Named Executive Officers participating in the Pension Plan and one
of the SIP Plans after various years of service at selected
compensation levels. Payments under the SIP Plans are an unsecured
liability of JSC.
<PAGE>
<TABLE>
<CAPTION>
SIP I Participants
Annual Benefits (Single Life Annuity)
Upon Final Retirement with Final
Final Years of Service Indicated
Average (Prior to Adjustment for Social Security)
Earnings 5 years 10 years 15 years 20 years
<C> <C> <C> <C> <C>
$ 200,000. . . . . . . . . . $ 25,000 $ 50,000 $ 75,000 $ 100,000
400,000. . . . . . . . . . 50,000 100,000 150,000 200,000
600,000. . . . . . . . . . 75,000 150,000 225,000 300,000
800,000. . . . . . . . . . 100,000 200,000 300,000 400,000
1,000,000. . . . . . . . . . 125,000 250,000 375,000 500,000
1,200,000. . . . . . . . . . 150,000 300,000 450,000 600,000
1,400,000. . . . . . . . . . 175,000 350,000 525,000 700,000
1,600,000. . . . . . . . . . 200,000 400,000 600,000 800,000
1,800,000. . . . . . . . . . 225,000 450,000 675,000 900,000
2,000,000. . . . . . . . . . 250,000 500,000 750,000 1,000,000
</TABLE>
<TABLE>
<CAPTION>
SIP II Participants
Annual Benefits (Single Life Annuity)
Upon Final Retirement with Final
Final Years of Service Indicated
Average (Prior to Adjustment for Social Security)
Earnings 5 years 10 years 15 years 20 years 22.5 years
<C> <C> <C> <C> <C> <C>
$ 200,000. . . . . . $ 20,000 $ 40,000 $ 60,000 $ 80,000 $ 90,000
400,000. . . . . . 40,000 80,000 120,000 160,000 180,000
600,000. . . . . . 60,000 120,000 180,000 240,000 270,000
800,000. . . . . . 80,000 160,000 240,000 320,000 360,000
1,000,000. . . . . . 100,000 200,000 300,000 400,000 450,000
1,200,000. . . . . . 120,000 240,000 360,000 480,000 540,000
1,400,000. . . . . . 140,000 280,000 420,000 560,000 630,000
1,600,000. . . . . . 160,000 320,000 480,000 640,000 720,000
1,800,000. . . . . . 180,000 360,000 540,000 720,000 810,000
2,000,000. . . . . . 200,000 400,000 600,000 800,000 900,000
</TABLE>
Dr. Smurfit and Mr. Malloy participate in SIP Plan I and have
39 and 15 years of credited service, respectively. SIP Plan
II became effective January 1, 1993, and Messrs. Terrill,
Graham, Funke and Stevens participate in such plan and have
23, 36, 18 and 7 years of credited service, respectively.
Estimated final average earnings for each of the Named
Executive Officers are as follows: Dr. Smurfit ($1,069,000);
Mr. Terrill ($516,000); Mr. Graham ($340,000); Mr. Funke
($322,000); and Mr. Stevens ($199,000). Mr. Malloy received
approximately $208,000 of SIP Plan I payments in 1994.
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF
CONTROL ARRANGEMENTS
Mr. Malloy has a deferred compensation agreement with a subsidiary
of JSC, pursuant to which he became entitled upon his retirement to
lifetime payments of $70,000 annually in addition to his accrued
benefits under SIP Plan I.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the Equity Offerings, JSC did not maintain a formal
compensation committee. Dr. Smurfit, Mr. Malloy and Mr. Kilroy,
executive officers of JSC at the beginning of 1994, participated in
deliberations of the Board of Directors on executive compensation
matters for 1994.
Dr. Smurfit and Mr. Kilroy are both directors and executive
officers of JS Group and JSC, and Mr. Malloy is a director of JS
Group and a former director and executive officer of JSC.
REPORT OF THE COMPENSATION COMMITTEE ONEXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") was established in
connection with the Equity Offerings in 1994. The Committee
consists of three members of JSC's Board of Directors who are not
employees of JSC and who have no interlocking relationships
requiring disclosure. The Committee oversees the administration of
executive compensation programs and determines the compensation of
the executive officers, including the Named Executive Officers.
The goals of JSC's executive compensation program are as follows:
to attract, retain and motivate qualified executives with
outstanding abilities; to tie a significant portion of the overall
compensation of executive officers to JSC's profitability; and to
seek to enhance JSC's profitability by aligning the interests of
executive officers with those of JSC's stockholders.
In determining base salaries for each of the Named Executive
Officers, as well as other executive officers, consideration is
given to national and local salary surveys and the results of an
informal, internal review of salaries paid to officers with
comparable qualifications, experience and responsibilities at other
companies of similar size. As part of the cost reduction
initiatives implemented by JSC in 1993, salaries were frozen at
1993 levels for 1994.
JSC's executive officers, as well as other key employees of JSC,
participate in an annual management incentive plan (the "MIP"),
with awards based upon the attainment of pre-established individual
goals and profit targets for JSC.
Each fiscal year the Committee considers the desirability of
granting awards under JSC's 1992 Stock Option Plan to executive
officers, including the Named Executive Officers. In determining
the amount and nature of awards under the Plan to executive
officers other than the Chief Executive Officer, an initial
recommendation is made by the Option Plan Committee, taking into
account the respective scope of accountability, strategic and
operational goals, and anticipated performance requirements and
contributions of each executive officer. The stock options awarded
to the Chief Executive Officer are established separately and are
described below under CEO Compensation. The Committee believes
that past grants of stock options have successfully focused JSC's
senior management on building profitability and shareholder value.
<PAGE>
Beginning with 1994, Section 162(m) of the Code ("Section 162(m)")
generally limits to $1,000,000 per person a publicly held
corporation's federal income tax deduction for compensation paid in
any year to its Chief Executive Officer and each of its four other
highest paid executive officers to the extent such compensation is
not "performance based" within the meaning of Section 162(m).
Section 162(m) does not apply to JSC for either of its 1994 or 1995
tax years because JSC is not "publicly held" as defined for this
purpose in the Code. JSC has historically set compensation and
bonuses based upon performance, and JSC intends to continue this
practice. At such time as Section 162(m) becomes applicable to
JSC, the Committee will, in general, seek to qualify compensation
paid to its executive officers for deductibility under Section
162(m) although the Committee believes it is appropriate to retain
the flexibility to authorize payments of compensation that may not
qualify for deductibility if, in the Committee's judgment, it is in
JSC's best interest to do so.
CEO Compensation
Mr. Terrill's salary as the new Chief Executive Officer was set by
Dr. Smurfit, in consultation with representatives of the major
stockholders. Mr. Terrill's salary was based on an informal review
of salaries paid to officers with comparable qualifications,
experience and responsibilities at other companies of similar size.
Based on this assessment, the Chief Executive Officer was awarded
a base salary for 1994 of $700,000, effective February 1, 1994.
Pursuant to the terms of the MIP, he received a performance based
incentive award of $251,029 for 1994. The Chief Executive Officer
was also awarded stock options covering an aggregate of 319,000
shares of JSC's common stock in February 1994 in recognition of his
new position. The award was based on the Board's evaluation of the
Chief Executive Officer's past and expected contributions toward
the achievement of JSC's long-term strategic initiatives, including
the positive results realized by JSC from the significant
restructuring completed and cost savings measures instituted in
1993.
Commencing on the date of the Equity Offerings, the Committee
undertook the responsibility for reviewing the salary level and the
overall compensation of the Chief Executive Officer based upon a
periodic review of peer group companies, the performance of JSC in
relation to its peers and the performance of the individual. The
evaluation recognizes the major role of the Chief Executive Officer
in strategic initiatives to be accomplished by JSC, including cost
savings measures instituted under the tenure of the Chief Executive
Officer; growth in the market price for JSC's securities; and
favorable corporate developments for increased sales volume.
Submitted by the Compensation Committee of JSC's Board of
Directors.
D.P. Brennan
A.E. Goldberg
D.R. Ramsay
