<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Rule 14a-6(e)(2))
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Premark International, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Premark International, Inc.
- -------------------------------------------------------------------------------
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Payment of filing fee (Check the appropriate box):
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<PAGE> 2
PREMARK INTERNATIONAL LOGO
Premark International, Inc., 1717 Deerfield Road, Deerfield, Illinois 60015
March 24, 1998
To Our Shareholders:
You are invited to attend the Company's annual meeting of shareholders to
be held on Wednesday, May 6, 1998 at The O'Hare Hilton hotel located at O'Hare
International Airport, Chicago, Illinois 60666. The meeting will begin at 11:00
a.m.
The attached notice of meeting and proxy statement describe the business to
be conducted. We will also report on the current activities of the Company, and
you will have an opportunity to ask questions.
Warren Batts retired in September after serving as Chairman and Chief
Executive Officer since the inception of Premark in 1986. Warren is a true
leader whose guidance was a major contributor to the success of Premark. I would
like to take this opportunity to sincerely thank Warren for his tireless and
dedicated service to all constituents of the Company.
Whether or not you plan to attend the meeting, we urge you to sign the
enclosed proxy card and return it as soon as possible so that your shares will
be represented.
Sincerely,
James M. Ringler
JAMES M. RINGLER
Chairman of the Board,
Chief Executive Officer and President
<PAGE> 3
[Premark Logo]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1998 annual meeting of shareholders of Premark International, Inc. will
be held at The O'Hare Hilton hotel located at O'Hare International Airport,
Chicago, Illinois 60666, on Wednesday, May 6, 1998 at 11:00 a.m., to consider
and vote upon:
1. The election of two directors for the term expiring at the 1999 annual
meeting, and one director for the term expiring at the 2001 annual
meeting;
2. The proposal to ratify the appointment of independent auditors for the
fiscal year ending December 26, 1998; and
3. Such other business as may properly come before the meeting and any
adjournment thereof.
The above matters are discussed in more detail in the attached proxy
statement.
Please complete and sign the enclosed proxy card and return it promptly in
the accompanying postpaid envelope. This will ensure that your vote is counted,
whether or not you attend the meeting.
If your shares are held in your name and you plan to attend the meeting,
please check your proxy card in the space provided. Your admission ticket will
be mailed. If your shares are not registered in your name, but are held by an
institution, such as a brokerage firm, bank or trust fund, please advise that
institution that you wish to attend, and they will provide you with information
needed for admission.
By order of the Board of Directors,
JOHN M. COSTIGAN
JOHN M. COSTIGAN
Secretary
March 24, 1998
i
<PAGE> 4
Premark Logo
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Premark International, Inc. (the "Company")
of proxies to be voted at the annual meeting of shareholders of the Company to
be held on May 6, 1998 and at any adjournment thereof. This proxy statement and
the enclosed proxy card are being mailed on or about March 24, 1998.
VOTING AT THE MEETING
The Board of Directors (the "Board") fixed the close of business on March
9, 1998 as the record date for determining shareholders entitled to vote at the
meeting. On that date there were 61,958,474 shares of the Company's common stock
outstanding, each of which will be entitled to one vote. A majority of the
shares entitled to vote at the meeting will constitute a quorum.
Shares will be voted in accordance with your instructions on a properly
signed proxy card. If no instructions are indicated, your shares will be voted
as recommended by the Board. A shareholder who has given a proxy may revoke it
by voting in person at the meeting, or by giving written notice of revocation or
a later-dated proxy to the Secretary of the Company. The Company has appointed
an officer of Norwest Bank Minnesota, N.A., transfer agent for the Company, to
act as tabulator of the votes, and Gregory J. Mancuso, Assistant General Counsel
and Assistant Secretary of the Company, to act as inspector of the vote at the
meeting.
The Company's By-laws require the affirmative vote of a plurality of the
votes cast at the meeting for the election of directors. Broker non-votes and
abstentions will not be treated as votes cast at the meeting.
1. ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board is divided into three classes of directors. At each annual
meeting members of one class, on a rotating basis, are elected for a three-year
term; however, at this meeting directors in two classes have been nominated.
Ruth M. Davis and Lloyd C. Elam have been nominated for the term expiring
at the 1999 annual meeting. The abbreviated term is in keeping with the
Company's policy on directors which provides that non-employee directors shall
retire at the annual meeting following attainment of age 70.
John B. McKinnon has been nominated for the term expiring at the 2001
annual meeting.
Unless otherwise specified, proxy votes will be cast for the election of
all of the nominees. If any nominee should be unavailable for election, resign
or withdraw, the Board has authority to reduce the number of directors or
designate a substitute nominee. In the latter event, it is intended that proxy
votes will be cast for the election of such substitute nominee. Should other
vacancies occur, the Board has authority to elect other candidates. Shareholder
nominations of persons for election as directors are subject to the notice
requirements described under the caption "Other Matters" appearing later in this
proxy statement.
1
<PAGE> 5
Information concerning the nominees and continuing directors is as follows:
NOMINEES FOR ELECTION AS DIRECTORS
- - FOR THE TERM EXPIRING IN 1999:
RUTH M. DAVIS, PH.D., President and Chief Executive Officer of The
Pymatuning Group, Inc., a technology management services firm. Dr. Davis is
Chairman of the Board of Trustees of the Aerospace Corporation and a Trustee of
Consolidated Edison Company of New York. Directorships: Air Products and
Chemicals, Inc., BTG, Inc., Ceridian Corporation, Principal Mutual Life
Insurance Company, Sprint Corporation, Tupperware Corporation and Varian
Associates. Age 69. First elected: 1986.
LLOYD C. ELAM, M.D., retired Distinguished Professor of Meharry Medical
College, having also served as its Chancellor and President. Directorships:
Merck & Co., Inc. and Tupperware Corporation. Age 69. First elected: 1986.
- - FOR THE TERM EXPIRING IN 2001:
JOHN B. MCKINNON, retired Dean of the Babcock Graduate School of
Management, Wake Forest University. Directorships: MedCath, Inc., Ruby Tuesday,
Inc. and Morrison Healthcare, Inc. Age 63. First elected: 1986.
DIRECTORS CONTINUING IN OFFICE:
HARRY W. BOWMAN, former Chairman of the Board, President and Chief
Executive Officer of Outboard Marine Corporation, a manufacturer of marine
products and accessories, February 1995 to September 1997. Mr. Bowman served
with Whirlpool Corporation as President, Whirlpool Europe from 1992 to 1994 and
then its Executive Vice President. Term expires in 1999. Age 55. First elected:
1997.
W. JAMES FARRELL, Chairman and Chief Executive Officer of Illinois Tool
Works Inc., a multi-national manufacturer of highly engineered fasteners,
components, assemblies and systems. Mr. Farrell served as Illinois Tool Works'
President and Chief Executive Officer in 1995 and 1996 and its Executive Vice
President prior to that time. Directorships: Illinois Tool Works Inc., Hon
Industries, Inc., Morton International, Inc. and The Quaker Oats Co. Term
expires in 1999. Age 55. First elected: 1996.
RICHARD S. FRIEDLAND, former Chairman of the Board and Chief Executive
Officer of NextLevel Systems, Inc., a worldwide supplier of communication
networks created by the three-way split of General Instrument Corporation, from
July 1997 to October 1997, having previously served as Chairman of the Board and
Chief Executive Officer of General Instrument Corporation from 1995 to 1997, its
President and Chief Operating Officer from 1993 until 1995 and Chief Financial
Officer from 1992 to 1994. Term expires in 2000. Age 47. First elected: 1997.
DAVID R. PARKER, Chairman of ProSource, Inc., a leading food-service
distribution company, since 1992. Previously, Mr. Parker served in various
executive positions with Ryder System, Inc. Directorship: Tupperware
Corporation. Term expires in 2000. Age 54. First elected: 1990.
JAMES M. RINGLER became Chairman of the Board of the Company in October
1997 and has served as the President and Chief Executive Officer of the Company
since 1996. Prior to that he served as the Company's President and Chief
Operating Officer and its Executive Vice President and President of its Food
Equipment Group. Directorships: Reynolds Metals Company and Union Carbide
Corporation. Term expires in 2000. Age 52. First elected: 1990.
JANICE D. STONEY retired in 1992 as Executive Vice President, Total Quality
System, US WEST Communications, Inc., a communications company and an affiliate
of US WEST, Inc. Directorships: Guarantee Life Insurance Co. and Whirlpool
Corporation. Term expires in 1999. Age 57. First elected: 1989.
2
<PAGE> 6
BOARD COMMITTEES
The AUDIT AND CORPORATE RESPONSIBILITY COMMITTEE, which held four meetings
in 1997, reviews the scope and results of the independent audit, recommends
independent auditors to the Board, approves services and fees of independent
auditors and reviews internal control systems and accounting policies. The
Committee also reviews the Company's adherence to both the spirit and letter of
the law, including the areas of employee safety and health and environmental
responsibility, and recommends corporate policies with respect to affirmative
action, equal employment opportunity and similar issues of social significance.
It also reviews employee benefit plan investment performance and policies.
The Committee charter provides that its membership be composed solely of
directors who are not employees of the Company or any of its subsidiaries.
Members are Mr. Parker (Chairperson), Dr. Davis, and Messrs. Farrell and
McKinnon.
The COMPENSATION AND DIRECTORS COMMITTEE, which held four meetings in 1997,
identifies, reviews qualifications of and recommends candidates to the Board for
election as directors and acts on other matters pertaining to Board membership.
The Committee will consider recommendations by shareholders of candidates for
Board membership. See "Other Matters" appearing later in this proxy statement
for procedures for shareholder nominations. The Committee also evaluates the
performance of senior management, including the Chief Executive Officer, and
makes compensation recommendations to the Board. It directs the administration
of the management incentive plans and appoints members of senior management
responsible for the design, funding and administration of employee benefit
plans.
The Committee charter provides that its membership be composed solely of
directors who are not employees of the Company or any of its subsidiaries.
Members are Mrs. Stoney (Chairperson), Mr. Bowman, Dr. Elam, and Mr. Friedland.
The EXECUTIVE COMMITTEE, which did not meet in 1997, has most of the powers
of the Board and can act when the Board is not in session. Members of this
Committee are Mr. Ringler (Chairperson), Dr. Davis and Messrs. Farrell and
McKinnon.
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
Six Board meetings and eight regular committee meetings were held in 1997.
All of the current directors attended 100% of the meetings of the Board and
committees on which he or she served, except for one director who attended 87.5%
of such meetings.
The Board appointed a special committee to consider the acquisition of
Eurocatering S.p.A. It held one meeting, and no additional fees were paid for
service on this committee.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
Directors who are also employees of the Company receive no additional
compensation for service on the Board.
Each non-employee director receives an annual retainer of $26,000.
Additionally, the Chairperson of each Board Committee receives a $4,000 annual
retainer, and the other committee members receive $2,000 annual retainers. A
$1,500 fee is also paid for each Board and regular committee meeting attended.
Non-employee directors may defer payment of all or part of the retainer and
attendance fees, in which event interest would be credited to the deferred
amount at the prime rate. No director has elected to defer fees. Under the
Company's Director Stock Plan, non-employee directors may elect to receive their
annual retainers in cash or in shares of Company common stock, or they may elect
to apply the retainer toward a reduced price on stock options. The Plan also
provides for the grant of 1,000 shares of Company common stock to each new
non-employee director after three months of service on the Board.
3
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of December 31, 1997 beneficial owners known to own more than 5% of the
Company's common stock, its only class of outstanding voting securities, are as
follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
<S> <C> <C>
Bankers Trust New York Corporation.......................... 10,995,349(1) 17.75%
One Bankers Trust Plaza
New York, New York 10006
Harris Associates L.P....................................... 6,789,910(2) 10.87%
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
Loomis, Sayles & Company, L.P............................... 3,587,280(3) 5.78%
One Financial Center
Boston, Massachusetts 02111
</TABLE>
- ---------------
(1) Bankers Trust New York Corporation and its wholly-owned subsidiary, Bankers
Trust Company (the "Bank"), act as trustees for various employee benefit
plan trusts and as investment advisors. The Bank has sole voting power with
respect to 177,350 shares, and sole investment power with respect to 525,828
shares. The Bank serves as the Trustee of the Premark International, Inc.
Master Defined Contribution Trust which holds 10,469,521 shares. These
shares are held for the individual accounts of approximately 7,272 employees
of the Company who participate in the Premark stock fund in
Company-sponsored plans. The Trustee must solicit and follow voting
instructions from the participants. For shares not instructed and shares not
yet allocated to participant accounts, the Trustee, in accordance with the
terms of the trust, will vote the shares in the same proportion as the
Trustee has been instructed to vote by the participants.
(2) Harris Associates L.P. has sole investment power with respect to 5,345,410
shares, shared investment power with respect to 1,444,500 shares and shared
voting power with respect to 6,789,910 shares. Harris is an investment
management firm that provides services to institutional and individual
clients.
(3) Loomis, Sayles & Company, L.P. is an investment management firm that
provides services to institutional and individual clients. Loomis has shared
voting power with respect to 1,950 shares, shared investment power with
respect to 3,587,280 shares and sole voting power with respect to 1,991,590
shares.
REPORT OF THE COMPENSATION AND DIRECTORS COMMITTEE ON EXECUTIVE COMPENSATION
In 1997, the Committee met four times to review, evaluate, and approve
compensation and benefit matters affecting senior executives of the Company. The
Committee determines compensation packages for the Chief Executive Officer
("CEO")and other executive officers of the Company and recommends such
compensation packages to the Board for decision.
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
The Committee's philosophy on executive compensation is to pay competitive
annual salaries, coupled with a leveraged incentive system that pays more than
competitive total compensation for performance exceeding financial goals, and
less than competitive total compensation for performance below financial goals.
The leveraged incentive system consists of annual and long-term cash incentive
compensation, and stock compensation consisting primarily of stock options.
The executive compensation program is designed to achieve two principal
objectives: to be competitive so the Company can attract, motivate and retain
talented executives and to align the interests of the Company's executives with
shareholders by having a significant portion of compensation vary with Company
and/or business unit performance.
4
<PAGE> 8
The Committee evaluates compensation competitiveness by reviewing annually
a variety of compensation survey data furnished by independent compensation
consulting firms. The data include predicted market values for salaries,
bonuses, total cash compensation, stock options and various other long-term
incentives provided by companies with whom the Company may compete for executive
talent. The companies whose data are represented in these various surveys
include companies of varying sizes and performance levels, and are not the same
companies that comprise the comparator group index in the Performance Graph
included in this proxy statement. The Committee believes that the Company's
competitors for executive talent are not confined to those companies that would
be included in a comparator group established for comparing shareholder returns.
Based on an assessment supplied by an independent compensation consulting
firm, the Committee believes that the Company's compensation program for senior
executives has the following characteristics that align executive interest with
long-term shareholder value creation:
-- Emphasizes "at risk" pay such as bonuses, stock options and long-term
incentives.
-- Emphasizes long-term compensation such as stock options and long-term
incentives.
-- Rewards financial results rather than individual performance against
individual objectives.
Section 162(m) of the Internal Revenue Code places limits on the tax
deductibility of compensation paid to certain senior officers unless certain
requirements are met. The Company's executive compensation programs and the
actions of the Committee have been structured to comply with Section 162(m).
However, the Committee reserves the right to forego deductibility if in its
discretion it believes a particular compensation program or payment is
consistent with the overall best interests of the Company and its shareholders.
KEY ELEMENTS OF EXECUTIVE COMPENSATION
The Company's executive compensation program consists of two key elements:
1) annual components, i.e., base salary and short-term incentive, and 2)
long-term components, i.e., long-term incentive and stock options. The policies
with respect to each of these elements, as well as the basis for determining the
compensation of the CEO, are described below.
BASE SALARIES
In establishing the salary ranges of the CEO and the other executives named
in the Summary Compensation Table (the "Named Officers"), the Committee
considers the competitive data described earlier. Range midpoints are set at
approximately the 50th percentile (median) of the market. Within those ranges,
individual salaries vary based upon an individual's work experience, past
performance and future potential, level of responsibility, impact on the
business, and tenure. Base salaries for newly-hired executives are determined at
time of hire taking into account the above factors other than tenure. The CEO
receives salary increase consideration at approximately 18 month intervals,
while other senior executives receive salary increase consideration at 12-15
month intervals.
Individual salary increases are based on the performance of the individual
executives and on the overall performance of the Company in the case of the CEO.
Salary adjustments for the CEO and the other Named Officers are subject to
approval by the full Board, based upon the recommendation of the Committee.
The salaries of the executive officers as a group are, on average, 103.6%
of the predicted medians of the survey data referred to previously.
SHORT-TERM INCENTIVES
The Company's annual cash incentive program for executives is based
entirely on financial performance and is designed to promote the annual
objectives of the organization. Financial objectives are subject to review and
approval by the Committee at the beginning of each year.
5
<PAGE> 9
Participants include the CEO, the other Named Officers, and other
management employees whose contributions directly influence annual financial
results. The CEO's and the other Named Officers' target incentive opportunities
are subject to Committee review and approval annually and are established as a
percentage of salary based on job level, impact on results, and the competitive
data referred to previously. The CEO's and other Named Officers' targets range
from 45% to 65% of base salary, and awards calculated on financial performance
range from 0% to 200% of target.
For 1997, business units were required to meet a prescribed working capital
turnover threshold to qualify for any incentive award. Adjusted net income was
the financial measure for all executive level business unit incentives
(including those for Messrs. Deering and Reeb). Net income was adjusted
(credited or charged) to the extent average working capital exceeded or fell
below the working capital targets. Messrs. Deering and Reeb achieved 161% and
200% of their targets respectively.
Net income was the measure for the corporate office staff, including
Messrs. Ringler, Skatoff and Costigan. Because the Company achieved 164% of its
net income goal, the awards to Messrs. Ringler, Skatoff and Costigan were equal
to 164% of those executives' targets. The average percentage award to the Named
Officers' was 171% of target.
LONG-TERM INCENTIVES
The Company's long-term incentive program is predicated entirely on
financial performance, and is designed to promote the long-term objectives of
the organization, and to serve as a retention incentive.
Participants include the CEO and the other Named Officers as well as key
employees who are in a position to make substantial contributions to the
accomplishment of long-term financial objectives. Each participant's target
incentive opportunity is established as a percentage of salary, and is based on
job level, impact on results, and the competitive data referred to previously.
For the 1995-1997 long-term incentive program, the CEO's and the other
Named Officers' targets ranged from 22.5% to 32.5% of base salary, and awards
calculated on financial performance ranged from 0% to 300% of target.
Segment profit was the measure for the long-term incentive plan for the
corporate office. Economic value added (net operating profit after taxes, less a
capital charge) as well as segment profit were considered by the Committee in
determining awards at the business unit level. Consideration of economic value
added did not have a significant impact on the amount of awards and resulted in
no change in the individuals receiving awards. Mr. Reeb achieved 63% of his
target. Because the Company and Food Equipment Group did not achieve financial
goals, Messrs. Ringler, Skatoff, Costigan and Deering did not receive awards
under the long-term incentive plan.
Financial objectives are subject to review and approval by the Committee at
the beginning of each performance period. For the three-year program that began
January 1, 1997, segment profit was the financial measure for all business units
and the corporate office.
ADMINISTRATION OF SHORT AND LONG-TERM INCENTIVE PLANS
The Committee verifies the actual performance achieved as a precondition to
approving award payouts, and reserves the right to interpret financial results,
and to determine the proper treatment of changes in accounting standards,
non-recurring unusual events, and capital gains and losses. In the cases of the
CEO and the other Named Officers, awards are calculated so as to exclude the
effects of such items. The Committee's discretion is limited to reducing or
withholding awards.
STOCK OPTIONS
The grant of stock options to key employees encourages equity ownership and
closely aligns management interest with the interests of shareholders. Because
options are subject to forfeiture if the employee leaves the Company prior to
their becoming exercisable, options also provide an incentive to remain with the
Company
6
<PAGE> 10
long term. The Company has guidelines regarding the ownership of designated
levels of Company stock by senior management.
Stock options are granted annually to the CEO and the other Named Officers,
and to other key employees having strategic impact on product, staffing,
technology, pricing, investment or policy matters. The aggregate number of
options granted and each individual grant to the CEO and the other Named
Officers are based on competitive norms derived from the survey data referred to
previously, and are subject to Committee approval. The competitive norms include
grant size data (number of shares times exercise price) for companies granting
options in conjunction with one or more additional long-term incentive programs.
The size of the annual 1997 grants for the executive officers as a group
approximates the median of the competitive norms.
RESTRICTED STOCK
The Company no longer makes grants of restricted stock as part of its
regular long-term incentive program, but may, subject to Committee approval, in
certain special circumstances such as a retention or performance incentive, or
as compensation for the forfeited value of incentive or stock awards at a
previous employer. The Company awarded restricted stock to thirteen key
executives in 1996 as a retention incentive after the spin-off of Tupperware
Corporation.
CORPORATE PERFORMANCE & CEO PAY
With the retirement of Warren L. Batts, Mr. Ringler was named Chairman of
the Board in addition to his positions as Chief Executive Officer and President.
The Board increased his salary from $600,000 to $675,000. As of December 1997,
Mr. Ringler's salary approximates the predicted median of the survey data
referred to previously.
Based upon a comparison of Mr. Ringler's annual compensation package
(salary plus annual bonus) with the compensation packages of the CEO's in the
competitive data referred to previously, Mr. Ringler's compensation opportunity
at target is 4% less than the predicted market median.
In 1997, the Company had record net income from continuing operations
(excluding the fourth quarter restructuring charge) of $117.3 million, an
increase of 23% from 1996's $95.3 million. Based on these financial results, Mr.
Ringler earned an annual incentive award of $719,550 (164% of target), down 8%
from $780,000 in 1996. Because the Company did not meet its goal under the
1995-1997 long-term incentive plan, Mr. Ringler did not receive an award under
this plan.
The Committee granted 100,000 option shares to Mr. Ringler, taking into
consideration the scope of his responsibility, competitive awards granted to
CEO's at like-sized organizations, the number of options previously granted to
Mr. Ringler, and Company performance. The Committee believes this option award
to be slightly above average for CEOs of like-sized organizations.
Under the Company's executive compensation program, the total compensation
ultimately attainable by executive officers depends to a significant degree on
consistent achievement of financial objectives established by the Committee. The
Committee believes that the CEO and other executive officers are being
appropriately compensated in a manner that relates to financial performance and
in the shareholders' long-term interests.
COMPENSATION AND DIRECTORS COMMITTEE
Janice D. Stoney -- Chairperson
Lloyd C. Elam
Harry W. Bowman
Richard S. Friedland
7
<PAGE> 11
CUMULATIVE TOTAL SHAREHOLDER RETURN(1)
DECEMBER 1992 THROUGH DECEMBER 1997
[PERFORMANCE GRAPH]
(1) The graph compares the performance of the Company's common stock to the
Standard & Poor's 500 Stock Index and to the Value Line Diversified Company
VIndustry Index at December 31st of each year. It assumes the value of the
investment in the Company's common stock and each index was $100 at December 31,
1992 and that all dividends were reinvested, including the value of Tupperware
Corporation stock distributed on May 31, 1996. As a diversified manufacturer and
seller of a broad line of consumer and commercial products, the Company is not
easily categorized with other more specific industry indices. Further, many of
the companies with which the Company competes are private and peer group
comparative data are not available. Past performance is not necessarily an
indication of future performance.
8
<PAGE> 12
SUMMARY COMPENSATION TABLE
The table sets forth the annual and long-term compensation, attributable to
all service in the fiscal years 1997, 1996 and 1995, paid to or deferred by (i)
the chief executive officer, and (ii) the other four most highly compensated
executive officers of the Company at the end of the year (the "Named Officers"):
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------------- -------------------------- ----------
OTHER RESTRICTED
ANNUAL STOCK SECURITIES LTIP
NAME AND PRINCIPAL SALARY COMPENSATION AWARDS UNDERLYING PAYOUTS
POSITION YEAR ($)(1) BONUS($) ($) ($)(3) OPTIONS(#) ($)
------------------ ---- ------ -------- ------------ ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
JAMES M. RINGLER........ 1997 $631,250 $719,550 -- -- 100,000 --
Chairman of the
Board,................ 1996 579,359 780,000 -- $610,000 240,000 $1,170,000
Chief Executive
Officer............... 1995 525,000 229,295 -- -- 108,460(4) --
and President
JOHN M. COSTIGAN........ 1997 275,000 206,640 -- -- 18,000 --
Senior Vice
President,............ 1996 270,000 243,000 -- 152,500 40,000 364,500
General Counsel....... 1995 270,000 92,097 -- -- 37,923(4) --
& Secretary
JOSEPH W. DEERING....... 1997 356,000 286,580 -- -- 30,000 --
Group Vice
President............. 1996 352,667 75,000(2) -- 335,500 85,000 534,000
and President, Food... 1995 336,000 254,352 -- -- 46,266(4) --
Equipment Group
WILLIAM R. REEB......... 1997 286,250 290,000 -- -- 30,000 45,820
Corporate Vice........ 1996 242,514 367,500(2) -- 244,000 60,000 367,500
President and......... 1995 215,000 26,875 -- -- 29,200(4) --
President and COO,
Wilsonart
LAWRENCE B. SKATOFF..... 1997 322,000 264,040 -- -- 18,000 --
Senior Vice
President............. 1996 322,000 322,000 -- 152,500 40,000 483,000
and Chief Financial... 1995 317,750 122,038 -- -- 45,507(4) --
Officer
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL COMPENSATION
POSITION ($)(5)
------------------ ------------
<S> <C>
JAMES M. RINGLER........ $125,051
Chairman of the
Board,................ 70,898
Chief Executive
Officer............... 94,914
and President
JOHN M. COSTIGAN........ 44,658
Senior Vice
President,............ 30,708
General Counsel....... 43,119
& Secretary
JOSEPH W. DEERING....... 12,930
Group Vice
President............. 18,211
and President, Food... 14,697
Equipment Group
WILLIAM R. REEB......... 17,978
Corporate Vice........ 21,477
President and......... 30,381
President and COO,
Wilsonart
LAWRENCE B. SKATOFF..... 55,998
Senior Vice
President............. 38,082
and Chief Financial... 54,212
Officer
</TABLE>
- ---------------
(1) Includes amounts held in the Retirement Savings Plan that were deferred
pursuant to Section 401(k) of the Internal Revenue Code (the "Code") and
amounts deferred under the Supplemental Plan (see footnote 5), as well as
Code Section 125 contributions to the Flexible Benefits Plan.
(2) Represents a discretionary award to Mr. Deering in recognition of positive
developments during the year which are expected to result in improved
performance in future years. In the case of Mr. Reeb, the amount includes a
special award of $122,500 in recognition of extraordinary business unit
performance for the year.
(3) Represents the market value of restricted shares on the date of grant. The
number, vesting schedule and value of restricted stock held at the end of
the 1997 fiscal year are as follows:
<TABLE>
<CAPTION>
VESTING SCHEDULE
DATE OF NUMBER OF ------------------
NAME GRANT SHARES HELD VALUE SHARES DATE
---- ------- ----------- ----- ------ ----
<S> <C> <C> <C> <C> <C>
Mr. Ringler........................................... 05/20/96 40,000 $1,108,750 40,000 05/20/99
Mr. Costigan.......................................... 05/20/96 10,000 277,188 10,000 05/20/99
Mr. Deering........................................... 05/20/96 22,000 609,813 22,000 05/20/99
Mr. Reeb.............................................. 05/20/96 16,000 443,500 16,000 05/20/99
Mr. Skatoff........................................... 05/20/96 10,000 277,188 10,000 05/20/99
</TABLE>
In the event of a Change of Control of the Company, all restricted stock
shares become free of all restrictions and become nonforfeitable. Holders of
restricted stock receive the same dividends as other common stockholders.
(4) In keeping with the terms of the Company's incentive plans, the exercise
price and number of shares of all unexercised option grants included in the
table that were outstanding on the date of the spin-off of Tupperware
Corporation in 1996 were adjusted by the Compensation and Directors
Committee in a manner to maintain the aggregate excess of market value over
exercise price immediately prior to the spin-off.
(5) Consists of 1997 Company contributions to the Retirement Savings Plan and
amounts credited to the Supplemental Plan (which provides benefits to the
Named Officers to which they would have been entitled under the Retirement
Savings Plan but for benefit limits imposed by the Code) as follows; Mr.
Costigan, $11,938 and $32,720; Mr. Deering, $4,008 and $8,922; Mr. Ringler,
$11,388 and $113,663; Mr. Reeb, $8,198 and $9,780; and Mr. Skatoff, $11,851
and $44,147, respectively.
SECURITY OWNERSHIP OF MANAGEMENT
The table sets forth the number of shares of the Company's common stock
beneficially owned by each of the directors, each of the named officers and the
directors and all executive officers of the Company as a group on March 9, 1998.
Each of the following persons and members of the group had sole voting and
investment power with respect to the shares shown unless otherwise indicated. No
director or officer owns more than 1%
9
<PAGE> 13
of the Company's common stock, except Mr. Ringler who owns 1.07%. Directors and
officers as a group own 3.57%.
<TABLE>
<CAPTION>
SHARED SHARES THAT
OWNERSHIP MAY BE ACQUIRED TOTAL
OR HELD BY WITHIN 60 DAYS RETIREMENT SHARES
SOLE OR FOR FAMILY OF MARCH 9, RESTRICTED SAVINGS BENEFICIALLY
NAME OWNERSHIP MEMBERS 1998(1) STOCK PLAN 401(K) OWNED
---- --------- ------------- --------------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Harry W. Bowman............ 1,000 -- -- -- -- 1,000
John M.Costigan............ 37,686 38,964(2) 348,910 10,000 535 436,095
Ruth M. Davis.............. 4,077 -- 3,793 -- -- 7,870
Joseph W. Deering.......... 72,587 -- -- 22,000 185 94,772
Lloyd C. Elam.............. 4,141 3,030 10,586 -- -- 17,757
W. James Farrell........... 1,244 -- -- -- -- 1,244
Richard S. Friedland....... 1,000 -- -- -- -- 1,000
John B. McKinnon........... 12,800 -- 21,170 -- -- 33,970
David R. Parker............ -- 7,000 51,510 -- -- 58,510
William R. Reeb............ 32,539 -- 88,937 20,350 47,239 189,065
James M. Ringler........... 75,000 -- 534,403 40,000 16,425 665,828
Lawrence B. Skatoff........ 28,396 -- 91,781 10,000 8,819 138,996
Janice D. Stoney........... -- 2,400 51,510 -- -- 53,910
All directors and executive
officers as a group (19
including the named
individuals above)....... 309,919 70,231(2) 1,536,038 120,142 179,319 2,215,649(2)
</TABLE>
- ---------------
(1) Includes stock options granted under the Company's management incentive
plans and the Director Stock Plan. Also includes estimated shares of common
stock that will be paid in lieu of fees under the Director Stock Plan. In
keeping with the terms of the Company's incentive plans, the exercise price
and number of shares under options outstanding on the date of the Tupperware
Corporation spin-off in 1996 were adjusted by the Compensation and Directors
Committee in a manner to maintain the aggregate excess of market value over
exercise price immediately prior to the spin-off.
(2) Includes 964 shares for which voting and investment power is disclaimed.
STOCK OPTIONS
The following tables show grants, exercises and fiscal year-end values of
stock options for the Named Officers under the Company's 1994 Incentive Plan.
The Plan permits the grant of stock appreciation rights in connection with all
or any part of an option, but none has been granted.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------
NUMBER OF % OF TOTAL GRANT
SECURITIES OPTIONS DATE
UNDERLYING GRANTED TO EXERCISE OR PRESENT
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION VALUE
NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(2) DATE ($)(3)
---- ------------- ------------ ----------- ---------- -------
<S> <C> <C> <C> <C> <C>
John M. Costigan..................... 18,000 2.25% $32.25 08-05-07 $179,023
Joseph W. Deering.................... 30,000 3.75% 32.25 08-05-07 298,371
William R. Reeb...................... 30,000 3.75% 32.25 08-05-07 298,371
James M. Ringler..................... 100,000 12.49% 32.25 08-05-07 994,570
Lawrence B. Skatoff.................. 18,000 2.25% 32.25 08-05-07 179,023
</TABLE>
- ---------------
(1) Options become exercisable August 6, 2000. The term of each option is 10
years. In the event of a Change of Control of the Company, all options will
become immediately exercisable and the optionee
10
<PAGE> 14
will have the right to receive the difference between the exercise price and
the then fair market value of common stock in cash.
(2) Stock options are granted at the average fair market value of the Company's
common stock on the date of grant rounded up to the nearest nickel.
(3) The Black-Scholes option pricing model was used assuming a dividend yield of
1.3%, a risk-free interest rate of 6.1%, an expected stock price volatility
based on historical experience of 26% and an expected option life based on
historical experience of 5.1 years. The attribution of values with the
Black-Scholes model to stock option grants requires adoption of certain
assumptions, as described above. While the assumptions are believed to be
reasonable, the reader is cautioned not to infer a forecast of earnings or
dividends either from the model's use or from the values adopted for the
model's assumptions. Any future values realized will ultimately depend upon
the excess of the stock price over the exercise price on the date the option
is exercised.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE OPTIONS AT FY-END(#)(3) FY-END($)(2)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#)(1) ($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John M. Costigan....... 0 $ 0 378,910 95,923 $ 8,550,025 $1,086,509
Joseph W. Deering...... 84,385 1,200,889 0 161,266 0 1,776,909
William R. Reeb........ 0 0 88,937 119,200 1,495,020 1,200,689
James M. Ringler....... 0 0 534,403 448,460 12,111,706 4,673,494
Lawrence B. Skatoff.... 0 0 91,781 103,507 1,540,378 1,204,052
</TABLE>
- ---------------
(1) Upon the exercise of an option, the optionee must pay the exercise price in
cash or stock.
(2) Represents the difference between the fair market value of the common stock
underlying the option and the exercise price at exercise, or fiscal
year-end, respectively.
(3) In keeping with the terms of the Company's incentive plans, the exercise
price and number of shares under the options outstanding on the date of the
Tupperware Corporation spin-off in 1996 were adjusted by the Compensation
and Directors Committee in a manner to maintain the aggregate excess of
market value over exercise price immediately prior to the spin-off.
LONG-TERM INCENTIVE PLAN AWARDS
The following table shows 1997 long-term incentive awards under the
Company's 1994 Incentive Plan.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS
OR OTHER UNDER NON-STOCK
PERIOD UNTIL PRICE-BASED PLANS
MATURATION OR -------------------------------
NAME PAYOUT THRESHOLD TARGET MAXIMUM
---- ------------- --------- ------ -------
<S> <C> <C> <C> <C>
John M. Costigan.................................. 3 years $0 $ 63,000 $189,000
Joseph W. Deering................................. 3 years $0 89,000 267,000
William R. Reeb................................... 3 years $0 72,500 217,500
James M. Ringler.................................. 3 years $0 219,375 658,125
Lawrence B. Skatoff............................... 3 years $0 80,500 241,500
</TABLE>
The Named Officers participate in a 3-year Long-Term Incentive Program
under the Company's 1994 Incentive Plan. The program provides for an incentive
opportunity based on meeting or exceeding financial measures established by the
Compensation and Directors Committee. Performance measurements are based on
segment profit. Awards may be subject to forfeiture if the participant's
employment is terminated. The
11
<PAGE> 15
above estimated future payouts are based on a percentage of current salary which
may change between now and time of payout.
The above table sets forth the incentive opportunity for the three-year
cycle of 1997 through 1999. Payment of awards, if any, would occur in 2000 based
on actual performance for the three-year period.
PENSION PLANS
PREMARK INTERNATIONAL, INC. BASE RETIREMENT PLAN
Messrs. Costigan, Reeb, Ringler and Skatoff participate in the Premark
International, Inc. Base Retirement Plan (the "Base Plan") which provides an
annual benefit of 1% ( 3/4 of 1% in the case of Mr. Reeb) of career pay.
Compensation covered by the Base Plan includes salary and annual bonus paid in
the calendar year, but does not include any long-term incentive or other cash
payments. Credited years of service for each of the Named Officers are: Mr.
Costigan, 27.92; Mr. Reeb, 26.42; Mr. Ringler, 8.0; and Mr. Skatoff, 6.33.
Benefits are computed on a straight-life annuity basis and are not subject to
any deductions for Social Security or other offset amounts. The estimated annual
benefits payable upon retirement at normal retirement age for each of the Named
Officers in the Base Plan are: Mr. Ringler, $209,210; Mr. Costigan, $139,056;
Mr. Reeb, $83,067; and Mr. Skatoff, $65,139. The estimates take into account
participation in the Base Plan, any predecessor plan formula, and the
Supplemental Plan which provides benefits from general assets that would
otherwise be payable from the plans but for benefit limits imposed by the Code.
RETIREMENT PLAN FOR SALARIED EMPLOYEES OF PMI FOOD EQUIPMENT GROUP
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL ----------------------------------------------------
AVERAGE PAY 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ----------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$300,000...................................... $ 65,250 $ 87,000 $108,750 $130,500 $152,250
400,000...................................... 87,000 116,000 145,000 174,000 203,000
450,000...................................... 97,875 130,500 163,125 195,750 228,375
500,000...................................... 108,750 145,000 181,250 217,500 253,750
600,000...................................... 130,500 174,000 217,500 261,000 304,500
700,000...................................... 152,250 203,000 253,750 304,500 355,250
800,000...................................... 174,000 232,000 290,000 348,000 406,000
</TABLE>
Mr. Deering participates in the Retirement Plan for Salaried Employees of
PMI Food Equipment Group. Compensation covered by the Plan includes salary and
annual bonus paid in the calendar year, but does not include any long-term
incentive or other cash payments. Mr. Deering is credited with 5.58 years of
service. Benefits are computed on a straight-life annuity basis and are subject
to a Social Security offset.
CHANGE-OF-CONTROL ARRANGEMENTS AND EMPLOYMENT CONTRACTS
The Company has entered into employment agreements with all of the Named
Officers, which would become effective for a period of three years following a
Change of Control.
If the Company terminates the employment of the person other than for cause
or if the person terminates employment within the 30-day period following the
one year anniversary of the Change of Control for any reason, or if there occurs
at any time one or more significantly unfavorable changes in the terms and
conditions of his employment, each person would receive a lump sum equal to (a)
three times the sum of (i) annual base salary and (ii) the greater of the most
recent awards or the average of the last three years' awards, under the Annual
and Long-Term Incentive Plans, plus (b) prorated maximum awards for the current
year under the Annual and Long-Term Incentive Plans. The amount of any other
severance payments would be subtracted from the amount payable under the
employment agreement.
A Change of Control means (1) the acquisition by any individual, entity or
group (other than the Company or fiduciaries holding securities under an
employee benefit plan of the Company) of the beneficial ownership of 20% or more
of the then outstanding stock of the Company or the combined voting power of the
12
<PAGE> 16
then outstanding voting securities of the Company; or (2) a hostile change in
the composition of the board of directors such that the incumbent board ceases
to constitute a majority of the board; or (3) the approval by the shareholders
of a complete liquidation or dissolution, or the sale or other disposition of
all or substantially all of the assets, of the Company, or certain
reorganizations, mergers or consolidations of the Company; or (4) certain
restructurings in response to a pending or threatened Change of Control.
If any payment would constitute an "excess parachute payment" within the
meaning of Section 280G(b) of the Code, the Company will make the person whole
with respect to any additional taxes due. In addition, each person will receive
lifetime medical benefits substantially similar to those provided at the time of
the Change of Control.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
On March 4, 1998, upon the recommendation of its Audit and Corporate
Responsibility Committee, the Board appointed Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending December 26, 1998, which
appointment will be proposed for ratification at the meeting. Representatives of
Ernst & Young LLP will be present at the meeting to make statements if they so
desire and to respond to questions of shareholders.
Ernst & Young LLP served as independent auditors of the Company for fiscal
year 1997. Services performed by Ernst & Young LLP for the 1997 fiscal year
included the annual audit of the consolidated financial statements and
consultations in connection with various financial reporting, accounting, tax
and other matters.
On March 6, 1997 the Company, upon the approval of the Audit and Corporate
Responsibility Committee of its Board of Directors, dismissed Price Waterhouse
LLP as its independent accountants.
For the Company's fiscal years ended December 28, 1996 and December 30,
1995 the reports of Price Waterhouse LLP on the financial statements did not
contain an adverse opinion or disclaimer of opinion, nor were the reports
qualified or modified as to uncertainty, audit scope or accounting principles.
During the two completed fiscal years prior to Price Waterhouse LLP's
dismissal and through March 6, 1997 there were no disagreements with Price
Waterhouse LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Price Waterhouse LLP would have caused them to
make reference thereto in their report on the financial statements for such
years.
During the two fiscal years prior to Price Waterhouse LLP's dismissal and
through March 6, 1997 the Company did not consult with Ernst & Young LLP on
items that (1) were or should have been subject to Statement on Accounting
Standards 50 or (2) concerned the subject matter of a disagreement or reportable
event with the former auditor (as described in Regulation S-K Item 304(a)(2)).
Approval of the proposal requires the affirmative vote of a majority of the
shares voted. In the event the proposal is not approved, the Board will consider
the negative vote as a mandate to appoint other independent auditors for the
1998 fiscal year.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.
3. OTHER MATTERS
DISCRETIONARY AUTHORITY
At the time of mailing of this proxy statement, the Board was not aware of
any other matters that might be presented at the meeting. If any matter not
described in this proxy statement should properly be presented, the persons
named in the accompanying proxy form will vote such proxy in accordance with
their judgment.
13
<PAGE> 17
NOTICE REQUIREMENTS
The Company's By-laws require written notice to the Company of a nomination
for election as a director (other than a nomination by the Board) and of the
submission of a proposal (other than a proposal by the Board) for consideration
at an annual meeting of shareholders. The notice must contain certain
information concerning the nominating or proposing shareholder, and the nominee
or the proposal, as the case may be, and be furnished to the Company generally
not less than 30 days prior to the annual meeting. A copy of the applicable
By-Law provisions may be obtained, without charge, upon written request to the
Secretary of the Company at its principal executive offices.
Any shareholder who desires to propose a candidate for election to the
Board should send a letter of recommendation to the attention of the Secretary
of the Company containing the name and address of the proposing shareholder and
the proposed candidate, a written consent of the proposed candidate and the
complete business, professional and educational background of the proposed
candidate.
In addition to the foregoing, any shareholder who desires to have a
proposal included in the Company's proxy solicitation material relating to the
Company's 1999 annual meeting of shareholders should send a signed notice of
intent to the Secretary of the Company. This notice, including the text of the
proposal, must be received no later than November 25, 1998.
EXPENSES AND METHODS OF SOLICITATION
The expenses of soliciting proxies will be paid by the Company. In addition
to the use of the mails, proxies may be solicited personally, or by telephone or
other means of communication, by directors, officers and employees of the
Company and its subsidiaries, who will not receive additional compensation
therefor. Arrangements will also be made with brokerage firms and other
custodians, nominees and fiduciaries for the forwarding of proxy solicitation
material to certain beneficial owners of the Company's common stock, and the
Company will reimburse such forwarding parties for reasonable expenses incurred
by them.
Georgeson & Company Inc. has been retained by the Company to aid in the
solicitation of proxies and will be paid $10,000, plus expenses, for its
services.
By order of the Board of Directors,
JOHN M. COSTIGAN
JOHN M. COSTIGAN
Secretary
Dated: March 24, 1998
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY. RETURN IT
PROMPTLY IN THE ACCOMPANYING POSTPAID ENVELOPE.
14
<PAGE> 18
<TABLE>
<CAPTION>
PREMARK
INTERNATIONAL 1717 DEERFIELD ROAD, DEERFIELD IL 60015 PROXY
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON WEDNESDAY, MAY 6, 1998.
Your shares will be voted as you specify.
If no choice is specified, the proxy will be voted "FOR" Items 1 and 2.
By signing the proxy you appoint James M. Ringler, W. James Farrell and David R. Parker, and each of them, with full
power of substitution, to vote your shares on the matters shown below and described in the accompanying Proxy
Statement and any other matters which may come before the Annual Meeting and all adjournments.
Please detach here
- -------------------------------------------------------------------------------------------------------------------------------
[X] PLEASE MARK VOTES AS INDICATED IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of directors: (1) Ruth M. Davis (2) Lloyd C. Elam [ ]-Vote FOR [ ] Vote WITHHELD
(3) John B. McKinnon all nominees from all nominees
___________________________________________
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.) ___________________________________________
2. Ratification of auditors [ ] For [ ] Against [ ] Abstain
3. In their discretion, to vote upon other matters properly coming before the meeting.
Address Change? Mark Box [ ] I Plan to Attend the Meeting [ ]
Indicate changes below.
Date __________________________________
___________________________________________
___________________________________________
Signature(s) in Box
Please sign exactly as your name(s) appear
hereon. If held in joint tenancy, all
persons must sign. Trustees, administrators,
etc., should include title and authority.
Receipt of the Notice of Meeting, Proxy
Statement dated March 24, 1998 and 1997.
Annual Report to Shareholders is
acknowledged.
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
PREMARK
INTERNATIONAL 1717 DEERFIELD ROAD, DEERFIELD IL 60015 VOTING INSTRUCTION CARD
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
THIS VOTING INSTRUCTION CARD IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING ON WEDNESDAY,
MAY 6, 1998.
As a participant in a benefit plan sponsored by Premark International, Inc., you have the right to give written instructions
to the trustee of the plan as to the voting of the shares of the Corporation's common stock held for your benefit by the plan.
This voting instruction card when properly signed will be voted in the manner you direct. IF NO DIRECTION IS MADE, THIS
VOTING INSTRUCTION CARD WILL BE TAKEN AS AUTHORITY TO VOTE FOR THE ELECTION OF ALL OF THE NOMINEES IN ITEM 1, TO VOTE FOR ITEM 2,
AND TO VOTE UPON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. If this card is not
returned or is returned unsigned, the Trustee will vote shares in accordance with the terms of the Master Defined Contribution
Trust.
YOU VOTE IS IMPORTANT. PLEASE INDICATE YOUR VOTE, SIGN, DATE AND RETURN THE CARD PROMPTLY IN THE ENCLOSED POSTPAID ENVELOPE.
Please detach here
- -------------------------------------------------------------------------------------------------------------------------------
[X] PLEASE MARK VOTES AS INDICATED IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of directors: (1) Ruth M. Davis (2) Lloyd C. Elam [ ] Vote FOR [ ] Vote WITHHELD
(3) John B. McKinnon all nominees from all nominees
___________________________________________
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.) ___________________________________________
2. Ratification of auditors [ ] For [ ] Against [ ] Abstain
3. In their discretion, to vote upon other matters properly coming before the meeting.
Date __________________________________
___________________________________________
___________________________________________
Signature(s) in Box
Please sign exactly as your name(s) appear
hereon. If held in joint tenancy, all
persons must sign. Trustees, administrators,
etc., should include title and authority.
Receipt of the Notice of Meeting, Proxy
Statement dated March 24, 1998 and 1997.
Annual Report to Shareholders is
acknowledged.
</TABLE>
