<PAGE> 1
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
/ / Preliminary information statement / / Confidential, for use of
/ / Definitive information statement the Commission only (as
permitted by Rule 14c-5(d
(2))
PVC CONTAINER CORPORATION
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(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14c-5(g)
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) 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 transactions 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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<PAGE> 2
PVC CONTAINER CORPORATION
401 Industrial Way West
Eatontown, New Jersey 07724
(908) 542-0060
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of the stockholders of PVC Container
Corporation (the "Company"), a Delaware corporation, will be held at the
offices of the Company at 401 Industrial Way West, Eatontown, New Jersey
07724, on December 6, 1995 at 2:00 o'clock in the afternoon E.S.T. to act
upon the following:
1. To elect a Board of Directors to serve until the next Annual
Meeting and until their respective successors shall be elected and qualify;
2. To approve the selection of independent auditors for the
Company for its fiscal year ending June 30, 1996; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record as of the close of business on
November 3, 1995 will be entitled to vote at the meeting.
By Order of the Board of
Directors
/s/ John C. D'Avella
-----------------------------
John C. D'Avella
Secretary
Eatontown, New Jersey
November 17, 1995
<PAGE> 3
PVC CONTAINER CORPORATION
===============================
INFORMATION STATEMENT
===============================
This Information Statement is being furnished to you in connection
with the annual meeting of stockholders of PVC Container Corporation (the
"Company") to be held on December 6, 1995 at 2:00 o'clock in the afternoon
E.S.T. at 401 Industrial Way West, Eatontown, New Jersey 07724.
WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
The address of the principal executive offices of the Company is
401 Industrial Way West, Eatontown, New Jersey 07724. The approximate date
this Information Statement is first being sent to stockholders is November
17, 1995.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The Common Stock is the only authorized voting security of the
Company. The record date for determining holders of Common Stock entitled to
consent to such Corporate action, is November 3, 1995. On that date,
6,761,913 shares of Common Stock were outstanding, each of which is entitled
to one vote. The Common Stock does not have cumulative voting rights.
The following table sets forth, as of November 17, 1995, the
beneficial ownership of Common Stock of (i) any person who is known by the
Company to own more than 5% of the voting securities of the Company, (ii)
the Chief Executive Officer and each of the Company's other four most highly
compensated executive officers whose salary and bonus exceed $100,000 for
the fiscal year ended June 30, 1995 (collectively, the "Named Executive
Officers"), (iii) each director, and (iv) all directors and executive
officers of the Company as a group. Except as otherwise indicated, the
Company believes, based on information furnished by such owners, that the
beneficial owners of the Company's common stock listed below have sole
investment voting power with respect to such shares, subject to any
applicable community property laws:
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<TABLE>
<CAPTION>
Name of Beneficial Amount of Nature of
Owner Beneficial Ownership Percent of Class
- ------------------ -------------------- ----------------
<S> <C> <C>
Riemer Anstalt 4,298,462 64%
Phillip L. Friedman 482,200 7%
All directors and 571,200 8%
executive officers as
a group (3 in number)
</TABLE>
ELECTION OF DIRECTORS
At the Annual Meeting, two directors will be elected to serve as
Directors of the Company until their successors have been duly elected and
qualified as provided in the Certificate of Incorporation, as amended, and
the By-Laws of the Company, as amended. The following persons have consented
to be nominated and, if elected, to serve as Directors of the Company.
Messrs. Friedman and D'Avella were previously elected Directors by the
stockholders. Neither is related by blood, marriage or adoption to any other
Director or Executive Officer nor is a party adverse to the Company or any
of its subsidiaries in any material proceeding nor has any beneficial
interest adverse to the Company or any of its subsidiaries. For information
as to Directors' beneficial ownership of the Company's Common Stock, see the
foregoing "Security Ownership of Certain Beneficial Owners and Management."
PHILLIP L. FRIEDMAN Company Director since 1981
Age: 48
Mr. Friedman, since 1981, has served as President and Chief Executive and
Financial Officer of the Company. He was employed by Occidental Chemical
Corporation (formerly Hooker Chemical Corporation), a leading manufacturer
and supplier of polyvinyl chloride resins and compounds, from 1969 until
December 1981, when he joined the Company. During his last five years with
Occidental, Mr. Friedman was Manager of Business Development and Director of
Commercial Development for the Polyvinyl Chloride Plastics Division. As the
Director of Commercial Development he was responsible for coordinating and
reducing to commercial practice various research and development projects
within the plastics industry.
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JOHN C. D'AVELLA Company Director since 1988
Age: 47
Mr. D'Avella was first employed by the Company from September 1975 to 1978
as Sales Manager of the Company, and he has been continuously employed by
the Company since 1975. He is presently the Executive Vice President in
Charge of Sales, Secretary and a Director of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended June 30, 1994 the Board of Directors
held no meetings. Because of the composition of the Board, action is
generally approved and undertaken by unanimous consent under the applicable
provisions of the Delaware Corporation Law. The Board of Directors has no
Audit Committee, Nominating Committee or Management Compensation Committee
nor any committee performing similar functions. No fees have been or are
currently being paid to directors.
The following table sets forth the Directors and Executive
Officers of the Company as at November 19, 1993. Each Director holds office
until his successor is elected and qualified.
<TABLE>
<CAPTION>
Held
Office Offices with
Name Age Since the Company
---- --- ------ ------------
<S> <C> <C> <C>
Phillip L. Friedman 48 1982 President, Chief
Executive, Financial
and Accounting Officer
and Director
John C. D'Avella 47 1978 Executive Vice
President, Secretary
and Director
Bertram D. Berkowitz 57 1989 Vice President
Finance & Treasurer
Joel Francis Roberts 51 1989 Vice President
Operations
</TABLE>
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<PAGE> 6
EXECUTIVE COMPENSATION AND
TRANSACTIONS WITH MANAGEMENT
The following table sets forth for the fiscal years ended June 30,
1995, 1994 and 1993 compensation paid by the Company to the chief executive
officer and to each of the four most highly compensated officers of the
Company whose total annual salary and bonus exceed $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
- ------------------- ------------
LTIP All Other
Name and Principal Year Salary Bonus Payouts Compensation
Position ($) ($) $ (2) ($) (1)
- ------------------ ---- ------- ------- ------- ------------
<S> <C> <C> <C> <C> <C>
Phillip L. Friedman 1995 150,000 143,100 17,211 26,687
1994 150,000 56,900 0 8,526
1993 150,000 113,090 22,144 19,712
John C. D'Avella 1995 97,406 107,300 15,249 15,366
1994 94,479 42,700 0 5,882
1993 92,638 84,700 18,798 11,977
Joel Francis Roberts 1995 85,273 35,000 13,249 12,004
1994 82,381 16,000 0 4,776
1993 80,756 32,000 3,256 9,635
</TABLE>
Profit Sharing Savings Plan(1)
On September 29, 1983 the Board of Directors of the Company
adopted by amendment the PVC Container Corporation Profit Sharing Savings
Plan (the "Plan"), which Plan became effective July 1, 1984. The Plan
supersedes the 1980 PVC Container Corporation Profit Sharing Pension Plan.
All employees of the Company who have completed one year of service and are
not covered by a collective bargaining agreement are eligible for
participation in the Plan.
The Plan has been drafted to comply with Section 401(k) of the
Internal Revenue Code. Each participating employee can defer from 1% to 6%
of his salary into his Plan account, and the Company makes a matching
contribution. Such contribution for the fiscal year ended June 30, 1995 was
equal to 25% of the amount deferred by the employee.
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Contributions are made by the Company on a monthly basis. In addition to
matching contributions the Company, at its option, may make payments based
on a percentage of quarterly profits. Such payments can be made directly to
or for the Plan account of participating employees and are based on a
percentage of the employee's compensation. The Company made discretionary
payments during the fiscal year ended June 30, 1995 of $337,534 which amount
includes the 25% contribution referred to above. All amounts deferred by and
paid to the officers of the Company pursuant to the Plan have been included
in "Remuneration of Directors, Executive Officers and Transactions with
Management and Others."
Deferred Compensation Plan(2)
On June 4, 1986, the Board of Directors approved the establishment
of a Deferred Compensation Plan, effective July 1, 1986, under which
executives of the Company may defer and accrue for three years a certain
amount of the compensation due them. 25 percent of the salary as at June 30,
1995 was accrued as deferred compensation payable July 1, 1996 if employed
at that time. The Company will retain the right to use such deferred
compensation during such period for working capital or plant investment.
Stock Option Plan
On December 22, 1981, the Company's stockholders approved and
adopted the ISOP. The provisions of the ISOP fall within Section 422A of the
Internal Revenue Code of 1986, as amended, regarding the grant of "incentive
stock options". The ISOP provides for the grant to key executive and
supervisory employees of options to purchase shares of the Company's common
stock exercisable at prices equal to fair market value at the time of grant
(but not less than $.50 per share) for a term of five years from the date of
grant. On July 6, 1989, the Board of Directors adopted an amendment to the
ISOP which increased from 580,000 to 1,080,000 the aggregate number of
options to purchase shares of the Company's common stock which may be
granted to key executive and supervisory employees.
The ISOP is administered by the directors of the Company and
supersedes the 1972 Qualified Stock Option Plan. During the fiscal year
ended June 30, 1995 no options were granted to the named executed officers.
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<PAGE> 8
Employment Agreement
On March 29, 1995, the July 1, 1982 employment agreement between
Phillip L. Friedman and the Company was extended to June 30, 1998. The
employment agreement provides for, among other things, a salary of $165,000
per year, and incentive compensation equal to four percent of the Company's
profits before taxes.
Directors of the Company are not paid any compensation for their
performance as directors. They may be reimbursed for the expenses they incur
in performing their duties as such.
REPORT ON EXECUTIVE COMPENSATION
BY THE BOARD OF DIRECTORS
Compensation Policy
The Company's Board of Directors (the "Board") is responsible for
setting and administering the policies which govern annual executive
salaries, raise and bonuses and the award of stock options under the
Company's Incentive Stock Option Plan. The Board is composed of two members,
both of whom are executive officers of the Company.
The general policy of the Board is to provide compensation to the
Chief Executive Officer and the Company's other executive officers which
reflects the contribution of such executives, the Company's growth in sales
and earnings, the enhancement of shareholder value as reflected in the
growth of the Company's market capitalization and the implementation of the
strategic plans consistent with the long term growth objectives of the
Company. Contributions to specific Company objectives which include
development of new product opportunities, the successful marketing of the
Company's principal products and research and development work which is the
basis for some new products are evaluated in setting compensation policy.
Growth in sales and earnings is the primary factor in the consideration of
compensation at the executive levels. In addition, and in order to assure
the Company's ability to attract and retain managerial talent, an attempt is
made to keep compensation competitive with compensation offered by other
companies of comparable size and performance. Executive compensation
decisions have traditionally been made on a calendar year basis.
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<PAGE> 9
Company Performance and Chief
Executive Officer Compensation
The Company's net sales and income increased during the fiscal
year ended June 30, 1995 as compared to the previous fiscal year. The Chief
Executive's Compensation is determined primarily by his employment agreement
with the Company which as indicated above relates in part to net income
before taxes of the Company, and it is believed to be fair and reasonable in
light of compensation paid to chief executive officers of companies which
have comparable sales and earnings, and also considering the growth of the
Company during the Chief Executive Officer's employment by the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Phillip L. Friedman, the Company's President and Chief Executive
Officer and John C. D'Avella, the Company's Executive Vice President and
Secretary, are the sole members of the Board and participate in
deliberations concerning executive compensation. However, each abstains
decisions voting with respect to their own compensation.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Ernst & Young is recommended for election
to serve for the fiscal year ending June 30, 1996 as the Company's principal
accountant and to audit the Company's financial statements. The holders of a
majority of the Company's Common Stock consented to such firm's engagement
as its principal accountant for the fiscal year ended June 30, 1995. It is
not anticipated that a representative of such firm will attend the annual
meeting.
ANNUAL REPORT
The annual report to stockholders concerning the operations of the
Company for the fiscal year ended June 30, 1995, including financial
statements for that year, accompanies this Information Statement and is
incorporated by reference.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholder proposals for consideration at the annual meeting
expected to be held in December, 1996 must be received by the Company no
later than August 31, 1996 in
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<PAGE> 10
order for them to be included in the information statement for the 1996
annual meeting. In order to be included, proposals must be proper under law
and must comply with the Rules and Regulations of the Securities and
Exchange Commission.
OTHER MATTERS
The Board of Directors is not aware of any other matters which are
to be presented at the Annual Meeting. However, if any other matter should
properly come before the Annual Meeting, the persons entitled to vote on
that matter will be given the opportunity to do so.
PERFORMANCE GRAPH
The graph appearing on the next page compares the cumulative total
shareholder return on the common stock for the last five fiscal years of the
Company with the cumulative total return for the NASDAQ (US companies) and
the NASDAQ stocks (SIC 3000-3099) over the same period (assuming an
investment of $100 in the common stock in each of the two NASDAQ indexes on
June 30, 1988 and the reinvestment of all dividends.
OTHER MATTERS
The Board of Directors is not aware of any other matters which are
to be presented at the Annual Meeting. However, if any other matter should
properly come before the Annual Meeting, the persons entitled to vote on
that matter will be given the opportunity to do so.
The above notice and Information Statement are sent by order of
the Board of Directors.
John C. D'Avella
Secretary
Eatontown, New Jersey
November 17, 1995
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<PAGE> 11
[THE UNIVERSITY OF CHICAGO GRADUATE SCHOOL OF BUSINESS LETTERHEAD]
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
PVC Container Corporation
Prepared by the Center for Research in Security Prices
Produced on 11/03/95 including data to 06/30/95
<TABLE>
<CAPTION>
CRSP Total Returns Index for: 06/29/90 06/28/91 06/30/92 06/30/93 06/30/94 06/30/95
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PVC Container Corporation 100.0 133.3 241.8 261.0 361.8 592.5
Nasdaq Stock Market (US Companies) 100.0 105.9 127.2 160.0 161.6 215.4
NASDAQ Stocks (SIC 3000-3099 US + Foreign) 100.0 118.0 124.1 138.7 109.4 132.6
Rubber and miscellaneous plastics products
</TABLE>
Notes:
A. The lines represent montly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 06/29/90.
