<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
PVC CONTAINER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
PVC CONTAINER CORPORATION
2 INDUSTRIAL WAY WEST
EATONTOWN, NEW JERSEY 07724-2202
(732) 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 Company's new
executive offices located at 2 Industrial Way West, Eatontown New Jersey, 07724,
Tel. (732) 542-0060, Fax. (732) 542-7706 on December 8, 1999 at 11:00 o'clock in
the forenoon 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, 2000 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 5,
1999 will be entitled to vote at the meeting.
By Order of the Board of
Directors
Herbert S. Meeker
Secretary
Eatontown, New Jersey
November 19, 1999
<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 8, 1999 at 11:00 o'clock in the forenoon E.S.T. at the
Company's new executive offices described in the Notice of Meeting.
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 2
Industrial Way West, Eatontown, New Jersey 07724. The approximate date this
Information Statement is first being sent to stockholders is November 19, 1999.
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 vote is
November 5, 1999. On that date, 7,038,705 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 September 11, 1999 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, 1999 (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:
<TABLE>
<CAPTION>
Amount of Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
------------------------ -------------------- --------
<S> <C> <C>
Kirtland Capital Partners II L.P. ("KCPII") 4,110,679 59(1)(5)(8)
Kirtland Capital Company II ("KCC II") 356,736 5(1)(5)(8)
Phillip L. Friedman(10) 556,666 8(2)
William A. Del Pizzo(10) 39,000 *(3)
Joel F. Roberts(10) 32,875 *(4)
Raymond A. Lancaster(11) *(5) *(5)
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
Michael A. Sherwin(11) 31,000 *(6)
George R. Begley(11) *(7) *(7)
John F. Turben(11) 10,000*(8) *(8)
Luis Hernandez, Jr., Jacquelyn Hernandez and Luis 355,059 5.07%
Hernandez Sr.(12)
Lionheart Group Inc. (13) 609,400 8.66%
All directors and executive officers as a group (7 in 689,541(9) 10%(9)
number)
</TABLE>
* Less than 1%
(1) KCP II located at 2550 SOM Center Road, Suite 105, Willoughby Hills,
Ohio,44094 acquired on December 12, 1996 an aggregate of 4,110,679
shares of common stock of the Company's and KCCII acquired on December
12, 1996 and January 3, 1997 an aggregate of 356,736 shares of common
stock of the Company which are owned directly and beneficially by KCPII
and KCCII, respectively, in the aggregate amount of 4,467,415
constituting 64% of the presently issued and outstanding shares of
common stock of the Company.
(2) Includes an aggregate of 160,000 shares which may be acquired upon
exercise of such options granted by the Company under the 1996
Incentive Stock Option Plan of the Company ("Option Plan").
(3) Includes an aggregate of 15,000 options which may be acquired upon
exercise of such options granted by the Company under the Option Plan.
(4) Includes an aggregate of 20,000 options which may be acquired upon
exercise of such options under the Option Plan.
(5) Mr. Lancaster is the Executive Vice President of KCC, an Ohio
corporation, which as the general partner controls KCP II and has sole
voting and investment power over all of the common stock held by KCP
II. KCC is also the general partner of Evergreen Partners II L.P., an
Ohio limited partnership ("Evergreen") which is the managing member of
KCCII. KCC has sole voting and investment power over all of the common
stock held by KCC II. KCP II acquired on December 12, 1996 an aggregate
of 4,110,679 shares of common stock of the Company and KCC II acquired
on December 12, 1996 and January 3, 1997 an aggregate of 356,736 shares
of common stock of the Company which are owned directly and
beneficially by KCPII and KCCII, respectively, in the aggregate amount
of 4,467,415 constituting 64% of the presently issued and outstanding
shares of common stock of the Company. Mr. Lancaster disclaims
beneficial ownership of the above described securities.
Mr. Lancaster has been granted 10,000 options under the Option Plan.
(6) Mr. Sherwin has a 10% interest in Midwest Forge Corporation which has a
.0143% direct interest as a limited partner in KCPII which owns an
aggregate of 110,679 shares of the common stock of the Company
constituting a 64% interest in the presently issued and outstanding
shares of common stock to the Company. Mr. Sherwin disclaims beneficial
3
<PAGE> 5
ownership of the interest of Midwest Forge Corporation in KCPII. Mr.
Sherwin has been granted 10,000 options under the Option Plan.
(7) Mr. Begley has been granted 10,000 options under the Option Plan. Mr.
Begley's wife has .29% limited partnership interest in KCPII and 12,000
shares of common stock of the Company. Mr. Begley disclaims any
beneficial interest in such partnership interest or shares.
(8) Mr. Turben has been granted 10,000 options under the Option Plan. Mr.
Turben is Chairman of the Board of Directors of KCC, an Ohio
corporation, which as the general partner controls KCP II and has sole
voting and investment power over all of the common stock held by KCP
II. KCC is also the general partner of Evergreen Partners II L.P., an
Ohio limited partnership ("Evergreen") which is the managing member of
KCCII. KCC has sole voting and investment power over all of the common
stock held by KCC II. KCP II acquired on December 12, 1996 an aggregate
of 4,110,679 shares of common stock of the Company and KCC II acquired
on December 12, 1996 and January 3, 1997 an aggregate of 356,736 shares
of common stock of the Company which are owned directly and
beneficially by KCPII and KCCII, respectively, in the aggregate amount
of 4,467,415 constituting 64% of the presently issued and outstanding
shares of common stock of the Company.
Mr. Turben disclaims beneficial ownership of the above-described
securities.
(9) Includes 235,000 options granted under the Option Plan to Executive
Officers.
(10) Messrs. Friedman, Del Pizzo and Roberts are located at the Company's
executive offices.
(11) Messrs. Lancaster, Sherwin, Begley, and Turben are located at KCP II's
executive offices.
(12) Luis Hernandez Jr. is located at 3069 Misty Harbour Dr, Las Vegas, N.V.
89117.
(13) Lionheart Group, Inc, 230 Park Avenue, Suite 516, New York, N.Y. 10169.
Holdings as reported during October, 1999.
ELECTION OF DIRECTORS
At the Annual Meeting, five persons will be proposed 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. All of such persons have been previously
elected as directors of the Company. The following persons have consented to be
nominated and, if elected, to serve as Directors of the Company. None of the
nominees 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: 52
4
<PAGE> 6
Mr. Friedman, since 1981, has served as President and Chief Executive and
Financial Officer of the Company. He is a member of the executive committee of
the Board of Directors 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.
GEORGE R. BEGLEY Age: 56
Mr. Begley is an independent investment advisor a director of North Coast Energy
and a member of the audit committees of the Company.
RAYMOND A. LANCASTER Age: 53
Mr. Lancaster is the Managing Partner of Kirtland Capital Partners II L.P. (see
"Security Ownership of Certain Beneficial Owners and Management") and was the
managing partner of Kirtland Capital Partners from 1995 to 1996 and of Key Corp.
from 1990 to 1995. He is a Member of the Executive and Audit Committee of the
Company. Currently, Mr. Lancaster is a KCP I and KCP II Advisory Board member
and a member of the Board of Directors of Fairmount Minerals, Ltd., PVC
Container Corporation, R. Tape Corporation, Stonebridge Industries, Steris
Corporation and Unifrax Corporation.
MICHAEL SHERWIN Age: 58
Mr. Sherwin is the Vice Chairman of Mid-West Forge Corporation and Chairman and
Chief Executive Officer of Columbiana Boiler Company. Prior to joining Mid-West
Forge Corporation, Mr. Sherwin was the President of National City Venture
Corporation and National City Capital Corporation, both subsidiaries of National
City Corporation. He is chairman of the Audit Committee of the Company.
JOHN F. TURBEN Age: 64
Mr. Turben is the Chairman of Kirtland Capital Partners and is a KCP I and KCP
II Advisory Board member and serves as Chairman of The Hickory Group, PVC
Container Corporation and Harrington and Richardson 1871, Inc. He is also
Chairman of the Executive Committee of Fairmount Minerals, Ltd. and Execution
Services Inc. He is a director of NACCO Industries, Unifrax Corporation and
TruSeal Technologies Inc. He is Chairman of the Board of the Company and a
member of its Executive Committee.
MEETINGS AND COMMITTEES AND COMPENSATION OF
THE BOARD OF DIRECTORS
The business affairs of the Company are managed by the Board of
Directors. Members of the Board are informed about the Company's affairs through
presentations, reports and other documents distributed to them, through
operating and financial reports routinely presented at
5
<PAGE> 7
meetings and through other means. In addition, the Company's directors perform
their duties throughout the year not only by attending Board meetings but also
through personal meetings and other communications, including telephone contact
with members of management and others regarding matters of interest and concern
to the Company.
During fiscal year ended June 30, 1999, the Company's Board of
Directors held 3 meetings and acted by unanimous written consent 2 times. Each
director attended at least 75% of the Board meetings and committee meetings,
held during such fiscal year.
On January 16, 1997, the Board of Directors approved an increase in the
number of directors constituting the whole Board from two to six. There is
currently one vacancy on the Board.
The Securities and Exchange Commission has comprehensive rules relating
to the reporting of securities transactions by directors, officers and
stockholders who beneficially own more than 10% of the Company's Common Stock
(collectively, the "Reporting Persons"). These rules are complex and difficult
to interpret. Based solely on a review of copies of Section 16 reports received
by the Company from Reporting Persons and without conducting any independent
investigation of its own, the Company believes that no Reporting Person failed
to timely file Section 16 reports for the year ended June 30, 1999 which failure
was not previously reported.
The Board of Directors has an Audit Committee whose members are
appointed by the Board. The Board of Directors does not have a compensation or
nominating committee.
The Audit Committee recommends to the Board of Directors the firm to be
selected each year as independent auditors of the Company's financial statements
and to perform services related to such audit. The Audit Committee also has
responsibility for (i) reviewing the scope and results of the audit with the
independent auditors, (ii) reviewing the Company's financial condition and
results of operations with management (iii) considering the adequacy of the
internal accounting, bookkeeping and control procedures of the Company, and (iv)
reviewing any non-audit services and special engagements to be performed by the
independent auditors and considering the effect of such performance on the
auditors' independence. The current members of the Audit Committee are Messrs.
Sherwin, Begley and Lancaster.
The Company has not established a compensation, nominating committee
and/or a corporate governance committee. However, the Company believes that the
nomination of directors and other issues normally considered by these committees
can be effectively managed by the Board of Directors or the Executive Committee
thereof due to its relatively small size, or by the Audit Committee which is
composed substantially of unrelated directors.
The Company has an Executive Committee of the Board of Directors of the
Company consisting of Messrs. Turben (Chairman), Friedman and Lancaster. The
Executive Committee generally has the power to act by majority vote in absence
of the Board of Directors.
Directors are reimbursed for reasonable expenses actually incurred in
connection with attending each formal meeting of the Board of Directors or any
committee thereof. In addition, each director of the Company is paid $1,250 per
quarter.
The following table sets forth the Directors and Executive Officers of
the Company as at October 2, 1999. Each Director holds office until his
successor is elected and qualified.
6
<PAGE> 8
<TABLE>
<CAPTION>
Name Age Held Offices with the Company
- ---- --- Office ------------------------
Since
------
<S> <C> <C> <C>
Phillip L. Friedman 52 1982 President, Chief Executive Officer and Director
William A. Del Pizzo 41 1996 Vice President, Chief Financial Officer
Joel Francis Roberts 57 1989 Senior Vice President Operations
Raymond A. Lancaster 53 1997 Director
Michael Sherwin 58 1997 Director
George R. Begley 56 1997 Director
John F. Turben 64 1997 Director
</TABLE>
EXECUTIVE COMPENSATION AND
TRANSACTIONS WITH MANAGEMENT
The following table sets forth for the fiscal years ended June 30,
1999, 1998 and 1997 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 $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term
------------------- Compensation
Awards
------------------
LTIP All Other
Name and Salary Bonus Payouts Compensation
Principal Position Year ($) ($) $ (2) ($) (1)
------------------ ---- ------ ----- ------------------ ---------------------
<S> <C> <C> <C> <C> <C>
Phillip L. Friedman 1999 165,000 174,800 45,350 10,480
1998 165,000 315,600 7,249 13,500
1997 165,000 231,300 35,683 13,624
Joel Francis Roberts 1999 104,121 24,000 27,209 5,649
1998 100,655 20,030 4,080 7,461
1997 93,824 25,000 19,430 7,888
William A. Del Pizzo 1999 95,472 9,929 0 4,406
1998 92,675 11,457 0 800
</TABLE>
Profit Sharing Savings Plan
On September 29, 1983 the Board of Directors of the Company adopted 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,
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<PAGE> 9
1999 was equal to 25% of the amount deferred by the employee. 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, 1999 of $264,260 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
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. Twenty five percent of the salary as at June 30, 1999 was
accrued as deferred compensation payable July 1, 2002 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.
Employee Stock Ownership Plan
The Company adopted on June 28, 1996 an Employee Stock Option Ownership
Plan ("ESOP") effective as of July 1, 1995. The ESOP is designed to enable
participating employees to share in the growth of the Company through ownership
of common stock of the Company. Employees eligible to participate in the ESOP
include all employees who have attained he age of twenty-one years of age and
have completed at least one year of service with the Company except that certain
employees (such as "leased employees" and employees covered by collective
bargaining agreements) are not eligible to participate in the ESOP.
Contributions to the ESOP will be made from time to time in amounts determined
by the Company on behalf of the eligible participants and will be invested
primarily in common stock of the Company In general, participants will become
fully vested in their account balances under the ESOP after completing five
years of service with the Company. Vested benefits are payable after termination
of employment in the form of common stock of the Company, cash or a combination
of both as more fully described in the ESOP. The Company makes all contributions
to the ESOP and employees are neither required nor allowed to contribute to the
ESOP and no contributions have been made as of the date hereof.
Employment Agreement
The directors of the Company have approved an Amended and Restated
Employment Agreement between Phillip L. Friedman and the Company which agreement
became effective as of July 1, 1996. The employment agreement currently provides
for, among other things, compensation consisting of a base salary of $180,000
per annum and in addition will provide for incentive compensation based upon a
percentage of salary as related to earnings of the Company before interest,
taxes, depreciation and amortization. Unless Mr. Friedman elects for good reason
not to renew or the Company terminates for cause as defined in the agreement,
the agreement will be renewed for successive two year periods. The agreement
also provides for certain benefits payable to Mr. Friedman in the event the
agreement is not renewed, or the death or disability of Mr. Friedman.
8
<PAGE> 10
REPORT ON EXECUTIVE COMPENSATION
BY THE BOARD OF DIRECTORS
Compensation Policy
The Company's Board of Directors or its Executive Committee (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 1996 Incentive Stock Option Plan. The Board is presently
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.
Company Performance and Chief
Executive Officer Compensation
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.
1996 INCENTIVE STOCK OPTION PLAN
General
The Board of Directors of the Company adopted on November 19, 1996 and
the Stockholders approved on January 16, 1997 the 1996 Stock Option Plan (the
"1996 Option Plan"). The 1996 Option Plan is intended to help the Company to
attract, retain and motivate key employees (including officers) of the Company.
The 1996 Option Plan provides for the grant of options ("Options") to
purchase Common Stock that are intended to qualify as incentive stock options
("Incentive Options") under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") as well as options that do not so qualify ("Non-Qualified
Options").
The 1996 Option Plan will be administered by the Board of Directors or
by a committee (the "Committee") which is appointed by the Board of Directors.
The Committee will consist of
9
<PAGE> 11
two non-employee members of the Company's Board of Directors, neither of whom is
eligible at any time for the grant of Incentive Options under the 1996 Option
Plan and each of whom is a "non-employee director" within the meaning of Rule
16b-3 promulgated under the Exchange Act and an "outside director" within the
meaning of Treasury Regulation Section 1.162-27(e)(3). The Company's Board of
Directors or the Committee is authorized to interpret the 1996 Option Plan,
adopt and amend rules and regulations relating to the 1996 Option Plan, and
determine the recipients, form, and terms of Options granted under the 1996
Option Plan. All Options must be evidenced by a written agreement.
Shares Available
Under the 1996 Option Plan, the maximum number of shares of Common
Stock that may be subject to Options may not exceed an aggregate of 600,000
shares. The maximum number of shares will be adjusted in certain events, such as
a stock split, reorganization or recapitalization. As of June 30, 1999, 216,250
options have been granted under the Option Plan. See Note 8 to the Notes to the
Financial Statements.
Eligibility
Employees (including officers and directors who are employees) of the
Company or its subsidiaries are eligible for the grant of Incentive Options
under the 1996 Option Plan. Options may also be granted to other persons
provided that such options shall be treated as non-qualified options. Directors
who are not employees or officers are eligible to participate and be granted
non-qualified options under the Option Plan. A participant who receives a
Non-Qualified Option does not recognize taxable income on the grant of the
Option. Upon exercise of a Non-Qualified Option, a participant generally has
ordinary income in an amount equal to the excess of the fair market value of the
shares at the time of exercise over the exercise price paid for the shares.
Incentive Options, the aggregate fair market value (determined at the time the
Option is granted) of the Common Stock with respect to which Incentive Options
become exercisable for the first time by the Option holder (i.e., vest) during
any calendar year cannot exceed $100,000. This limit does not apply to
Non-Qualified Options. To the extent an Option that otherwise would be an
Incentive Option exceeds this $100,000 threshold, it will be treated as a
Non-Qualified Option.
The Company will receive no monetary consideration for the grant of
Options under the 1996 Option Plan. In case of an Incentive Option, the exercise
price cannot be less than the fair market value (as defined in the 1996 Option
Plan) of the shares on the date the Option is granted, and if an optionee is a
shareholder who beneficially owns 10% or more of the outstanding Common Stock,
the exercise price of Incentive Options cannot be less than 110% of such fair
market value. The exercise price of Non-Qualified Options shall be determined by
the Company's Board of Directors or the Committee. The exercise price of Options
will be adjusted in certain events, such as a stock split, reorganization or
recapitalization.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Ernst & Young is recommended for election to
serve for the fiscal year ending June 30, 2000 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
10
<PAGE> 12
such firm's engagement as its principal accountant for the fiscal year ended
June 30, 1998. 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, 1999, including financial statements
for that year, accompanies this Information Statement.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Stockholder proposals for consideration at the annual meeting expected
to be held in December, 2000, must be received by the Company no later than
September 30, 2000 in order for them to be included in the information statement
for the 2000 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.
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, 1993 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.
Herbert S. Meeker
Secretary
Eatontown, New Jersey
November 19, 1999
11
<PAGE> 13
[CHICAGO GRADUATE SCHOOL OF BUSINESS LOGO]
Comparison of Five-Year Cumulative Total Returns
Performance Graph for
PVC Container Corporation
Prepared by the Center for Research in Security Prices
Produced on 07/15/1999 including data to 06/30/1999
[Graph showing statistics from 6/30/94 through 6/30/99]
Legend
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 06/1994 06/1995 06/1996 06/1997 06/1998 06/1999
- ------ ----------------------------- ------- ------- ------- ------- ------- -------
<S> <C>
___ (Square) PVC Container Corporation 100.0 163.8 196.8 218.5 476.4 383.2
.. __ .. (Star) Nasdaq Stock Market (US Companies) 100.0 133.5 171.4 208.4 274.4 392.5
- ----- (Triangle) NASDAQ Stocks (SIC 3000-3099 US + Foreign) 100.0 122.4 159.6 172.6 245.3 165.0
Rubber and miscellaneous plastics products
</TABLE>
NOTES:
A. The lines represent monthly 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 06/30/1994.
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PVC CONTAINER CORPORATION
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2 INDUSTRIAL WAY WEST, EATONTOWN, NJ 07724-2202 (732) 542-0060
