<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
Fibreboard Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Donald F. McAleenan, Esq.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / 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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4) Date Filed:
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<PAGE>
[LOGO]
NOTICE OF 1994 ANNUAL MEETING AND PROXY STATEMENT
April 15, 1994
To the Stockholders of
FIBREBOARD CORPORATION:
You are cordially invited to attend the Annual Meeting of Stockholders of
Fibreboard Corporation to be held on June 7, 1994 at 11:00 a.m. at the Embassy
Suites Hotel, 1345 Treat Boulevard, Walnut Creek, California 94596.
The attached Notice of Annual Meeting and Proxy Statement set forth the
details of business to be conducted at the Annual Meeting.
We hope you will attend the Annual Meeting in person. However, whether or
not you plan to attend, please complete, sign, date and return the enclosed
proxy card promptly in the accompanying reply envelope to assure that your
shares will be represented and voted at the Meeting.
Sincerely yours,
John D. Roach
Chairman, President and
Chief Executive Officer
<PAGE>
FIBREBOARD CORPORATION
2121 N. California Blvd., Suite 560
Walnut Creek, CA 94596
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 7, 1994
------------------------
The Annual Meeting of Stockholders of Fibreboard Corporation (the "Company")
will be held at the Embassy Suites Hotel, 1345 Treat Boulevard, Walnut Creek,
California on Tuesday, June 7, 1994 at 11:00 a.m., local time, for the following
purposes:
1. To elect three directors to Class III of the Board of Directors to
serve for a period of three years or until their respective successors are
elected and qualified;
2. To ratify the selection of Arthur Andersen & Co. as the Company's
independent public accountants for the 1994 fiscal year; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
Only stockholders of record at the close of business on April 8, 1994 will
be entitled to notice of and to vote at the Annual Meeting and any adjournments
or postponements thereof.
Whether or not you plan to attend the Annual Meeting, please complete, sign,
date and return the enclosed proxy card in the envelope provided. By promptly
returning your proxy card, you will assure that your shares are represented and
voted at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Michael R. Douglas
Secretary
Walnut Creek, California
April 15, 1994
<PAGE>
FIBREBOARD CORPORATION
2121 N. California Blvd., Suite 560
Walnut Creek, California 94596
PROXY STATEMENT
This Proxy Statement, together with the Notice of Annual Meeting of
Stockholders and proxy card enclosed herewith, are being furnished in connection
with the solicitation of proxies by the Board of Directors of Fibreboard
Corporation, a Delaware corporation ("Fibreboard" or the "Company"), for use at
the Annual Meeting of Stockholders of Fibreboard to be held on Tuesday, June 7,
1994 at 11:00 a.m., local time, at the Embassy Suites Hotel, 1345 Treat
Boulevard, Walnut Creek, California and at any adjournments or postponements
thereof. These proxy materials were first mailed to stockholders on or about
April 15, 1994.
------------------------
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice of Annual Meeting of Stockholders.
Each such proposal is described in more detail in subsequent sections of this
Proxy Statement. The Board of Directors knows of no other business which will
come before the Annual Meeting.
VOTING RIGHTS AND SOLICITATION
Fibreboard has one class of stock entitled to vote at the Annual Meeting,
Common Stock, $.01 par value (the "Common Stock"). If you were a stockholder of
record of Common Stock at the close of business on April 8, 1994 (the "Record
Date"), you may attend and vote at the Annual Meeting. Each share of Common
Stock held by you on the Record Date entitles you to one vote on each matter
that is properly presented at the Annual Meeting. On the Record Date, there were
4,202,420 shares of Common Stock outstanding.
The holders of a majority of the shares of Common Stock outstanding as of
April 8, 1994, present in person or represented by proxy at the Annual Meeting,
shall constitute a quorum for the transaction of business at the Annual Meeting.
Nominees for election as directors shall be elected by plurality vote of all
votes cast at the Annual Meeting. The affirmative vote of a majority of the
shares of Common Stock present in person or represented and voting at the Annual
Meeting is required to approve Proposal 2. In tabulating votes, abstentions and
broker non-votes have no effect.
If you are unable to attend the Annual Meeting, you may vote by proxy on any
matter that may properly come before the Annual Meeting. When returned properly
completed, the proxy card will be voted as you instruct in the spaces provided
or, in the absence of such instructions, will be voted FOR each of the nominees
for director as described herein under Proposal 1 and FOR approval of Proposal
2.
If any other matters properly come before the Annual Meeting or any
adjournment or postponement thereof, the proxy holders intend to vote in
accordance with their best judgment. All proxy cards delivered pursuant to this
solicitation are revocable at any time at the option of the persons executing
them by giving written notice to the Secretary of the Company at the Company's
principal executive offices in Walnut Creek, California, by delivering a duly
executed proxy card bearing a later date or by voting in person at the Annual
Meeting.
1
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company currently has seven members. The
members of the Board of Directors are divided into three classes, each
consisting of two or three directors who serve for a term of three years, with
the term of office of one of the three classes expiring each year. The term of
office of Class III directors expires on the date of this Annual Meeting. The
term of office of Class I and Class II directors will expire in 1995 and 1996,
respectively. At the Annual Meeting, the stockholders will elect three directors
to Class III to serve a three-year term expiring in 1997 or until their
successors are elected and qualified.
The names of the nominees of the Board of Directors for election as Class
III directors, together with certain information concerning such nominees, are
set forth below. In the event that any nominee is unable or declines to serve as
a director at the time of the Annual Meeting, proxy cards designating the
Board's nominees will be voted for a nominee who shall be designated by the
present Board of Directors to fill the vacancy.
NOMINEES FOR ELECTION TO CLASS III
<TABLE>
<CAPTION>
NAME/AGE OF NOMINEE PRINCIPAL OCCUPATION DIRECTOR SINCE
- --------------------- ------------------------------------ --------------
<S> <C> <C>
Philip R. Bogue (69) Retired Partner in the firm of 1988
Arthur Andersen & Co.
George B. James (56) Senior Vice President & Chief 1993
Financial Officer, Levi Strauss &
Co.
John D. Roach (50) Chairman, President and Chief 1991
Executive Officer, Fibreboard
Corporation
</TABLE>
PHILIP R. BOGUE has been a director of Fibreboard since June 1988. Mr. Bogue
has served as interim President of the Portland Art Museum since January 1993.
He was Assistant to the President of Portland State University in Portland,
Oregon, from 1983 to 1989. He previously served as Managing Partner of the
Portland office of Arthur Andersen & Co., a major accounting firm. Mr. Bogue is
a director of Oregon Title Insurance Company and Good Health Plan of Oregon.
GEORGE B. JAMES has been a director of Fibreboard since June 1993. Mr. James
has been Senior Vice President and Chief Financial Officer of Levi Strauss & Co.
since 1985. From 1982 to 1985 he was Executive Vice President of Crown
Zellerbach Corporation, a paper products manufacturer. Prior to 1982, Mr. James
served as Senior Vice President and Chief Financial Officer of Arcata
Corporation, a wood products manufacturer. He currently serves as a director of
Pacific States Industries, Inc. and Basic Vegetable Products.
JOHN D. ROACH was elected Chairman, President and Chief Executive Officer of
Fibreboard on July 2, 1991. Prior to his appointment, Mr. Roach was Executive
Vice President of Manville Corporation, a manufacturer of building products,
paperboard packaging, fiberglass and industrial minerals, where he served as
President of its Mining and Minerals Group and President of Celite Corporation,
a wholly-owned Manville subsidiary. In addition, Mr. Roach served as President
of Manville Sales Corporation and the Fiberglass and Specialty Products Groups
from 1988 to 1989, and as Chief Financial Officer of Manville Corporation from
1987 to 1988. Prior to Manville, Mr. Roach was a strategy consultant and Vice
Chairman of Braxton Associates; Vice President and Managing Director of the
Strategic Management Practice for Booz, Allen, Hamilton; and Vice President and
Director of the Boston Consulting Group. Previous experience at Northrop
Corporation included Director of strategic planning, economic analysis, MIS and
co-manager of a venture capital subsidiary. He currently serves as a director of
Magma Power Company.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF
MANAGEMENT'S NOMINEES TO CLASS III OF THE BOARD OF DIRECTORS.
2
<PAGE>
DIRECTORS NOT CURRENTLY STANDING FOR ELECTION
<TABLE>
<CAPTION>
DIRECTOR CLASS AND YEAR TERM
NAME AND AGE PRINCIPAL OCCUPATION SINCE AS DIRECTOR ENDS
- --------------------- -------------------------------------- --------- -------------------
<S> <C> <C> <C>
William D. Eberle Chairman, Manchester Associates, Ltd. 1991 Class I -1995
(70)
G. Robert Evans (62) Chairman and Chief Executive Officer, 1991 Class I -1995
Material Sciences Corporation
John W. Koeberer (50) Chairman, Tehama County Bank 1988 Class II-1996
James F. Miller (89) Private Investor 1991 Class II-1996
</TABLE>
WILLIAM D. EBERLE has been a director of the Company since December 1991.
Mr. Eberle has been Chairman of Manchester Associates, Ltd., an international
consulting firm, for more than the past five years. He has also served as
President and Chief Executive Officer of the U.S. Motor Vehicle Manufacturers
Association (1975-1977), as Chairman and Chief Executive Officer of American
Standard Corporation (1966-1971) and as Vice President of Boise Cascade
Corporation (1959-1966). He was involved in government service as a member of
the Idaho House of Representatives and Speaker of the House (1953-1961), a
United States Trade Representative (1971-1975) and the Director of Cabinet of
the Council for International Economic Policy (1973-1974). Mr. Eberle is a
director of Alexander Proudfoot Group, Mitchell Energy and Development
Corporation, Ampco-Pittsburgh Corporation, Showscan Corporation and America
Service Group.
G. ROBERT EVANS has been a director of the Company since December 1991.
Since February 1991, Mr. Evans has been Chairman and Chief Executive Officer of
Material Sciences Corporation, which develops and commercializes materials
technologies and produces laminates and multi-layer composite materials. From
1990 to 1991 he was President, Chief Executive Officer and a director of
Corporate Finance Associates Illinois, Inc., a financial intermediary and
consulting firm. From 1987 to 1990 he was President, Chief Executive Officer and
a director of Bemrose Group USA, a British-owned holding company engaged in
value added manufacturing and sale of advertising specialty products. Prior to
1987, Mr. Evans served as President and Chief Executive Officer of Allsteel,
Inc. (1984-1987), Southwall Technologies (1983-1984), Arcata Corporation
(1969-1983) and in various executive positions with U.S. Gypsum Company
(1953-1969). He currently serves as a director of The Old Second Bancorp, Inc.,
Elco Industries, Inc. and Consolidated Freightways, Inc.
JOHN W. KOEBERER has been a director of Fibreboard since June 1988, when
Fibreboard was spun off from its former parent corporation, Louisiana-Pacific
Corporation. He was a founder of Tehama County Bank, which is located in Red
Bluff, California, and has been Chairman of its board of directors since 1984.
For the past fifteen years, Mr. Koeberer has been Chairman, President and Chief
Executive Officer of The California Parks Company, which provides concession
services for national, state, county and municipal parks. Mr. Koeberer has
served on the California Tourism Commission since 1993. In January 1994, Mr.
Koeberer was elected a director of the California State Chamber of Commerce. He
has also been a member of the board of directors of the Shasta Cascade
Wonderland Association, which promotes tourism in Northern California, since
1985.
JAMES F. MILLER has been a director of the Company since April 1991. Mr.
Miller was President of Blyth & Co. from 1965 to 1967. He currently serves as a
director of Tredegar Industries and has served as a director of Bendix
Corporation (1963-1969), Georgia-Pacific Corporation (1965-1975), Ethyl
Corporation (1973-1985) and Louisiana-Pacific Corporation (1979-1984).
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of seven meetings during
the year ended December 31, 1993. The Board has three standing committees, an
Audit Committee, a Compensation Committee and a Nominating Committee, each
composed of Messrs. Bogue, Eberle, Evans, James, Koeberer
3
<PAGE>
and Miller. The Nominating Committee also includes Mr. Roach. During 1993 the
Audit, Nominating and Compensation Committees each met twice. Each director
attended 85% or more of the total number of meetings of the Board and the
committees held during the period that such director served during 1993.
The Audit Committee's responsibilities include selecting the Company's
auditors and reviewing the Company's audit plan, financial statements and
internal accounting and audit procedures. The functions of the Compensation
Committee include establishment of compensation plans for Fibreboard's executive
officers and administration of certain of Fibreboard's employee benefit and
compensation programs. The Nominating Committee's responsibilities include
recommending nominees for election as directors and developing candidate
specifications for membership. The Nominating Committee will consider
recommendations for nominees for directorships submitted by stockholders. See
"Stockholder Proposals." From time to time the Board of Directors may establish
other committees to facilitate its business objectives.
COMPENSATION OF DIRECTORS
Directors who are not employees of Fibreboard receive a quarterly retainer
of $5,000 and are paid $1,000 for each meeting of the Board of Directors that
they attend. Non-employee directors also receive the attendance fee for
committee meetings, other than those committee meetings held on the same day as
a meeting of the Board of Directors, as well as $500 for each meeting held by
telephone conference call. Directors are reimbursed for their expenses incurred
in attending meetings of the Board of Directors.
Non-employee directors also participate in Fibreboard's Restated 1988
Employee Stock Option and Rights Plan (the "Option Plan"), which provides for
automatic annual grants of options to non-employee directors for 2,000 shares of
Common Stock. These options have an exercise price equal to 100% of the fair
market value of the Common Stock on the date of grant and become exercisable in
full one year after the grant date or upon a Change of Control as defined in the
Option Plan. Each option includes a limited stock appreciation right as
described in the Option Plan.
The Option Plan also provides for automatic one-time awards of 1,000
restricted stock rights to individuals who become non-employee directors. These
restricted stock rights vest over a three-year period or immediately in full
upon the occurrence of a Change of Control.
PROPOSAL 2
RATIFICATION OF SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen & Co. served as independent public accountants
for the Company for the fiscal year ended December 31, 1993. The Board of
Directors has selected that firm to continue in this capacity to audit the
accounts and records of the Company for the fiscal year ending December 31,
1994, and to perform other appropriate services. Ratification by the
stockholders will be sought at the Annual Meeting for the selection of Arthur
Andersen & Co. as independent public accountants for the Company for fiscal
1994. In the event that the stockholders do not ratify the selection of Arthur
Andersen & Co., the Board of Directors will reconsider its selection.
The Company expects that one or more representatives of Arthur Andersen &
Co. will be present at the Annual Meeting and will have the opportunity to make
a statement and to respond to appropriate questions.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN & CO. AS THE COMPANY'S INDEPENDENT AUDITORS.
4
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The functions of the Compensation Committee are to establish and administer
compensation plans for Fibreboard's executive officers, review executive officer
compensation levels and evaluate management performance. The Committee is
composed of six independent, non-employee directors. Set forth below is a report
submitted by the Compensation Committee regarding the Company's compensation
policies and programs for executive officers for 1993.
OVERVIEW OF COMPENSATION POLICY
The primary objective of Fibreboard's management team over the past two
years has been to improve the Company's profitability and increase shareholder
value. During 1992 and 1993, the Company achieved significant success in this
regard. The operating performance of Fibreboard's three businesses improved
substantially and the Company as a whole achieved record operating earnings. In
addition to this business turnaround, Fibreboard recently announced an
unprecedented comprehensive settlement of asbestos personal injury claims
against the Company, subject to court approval.
From January 1, 1992 through December 31, 1993, the Company's market
capitalization rose from approximately $12,000,000 to $142,000,000, an increase
of 1,066%. The Committee believes that the compensation policies and programs
which it has implemented directly contribute to management's continuing focus on
improving profitability and increasing shareholder value.
The Committee has developed a compensation policy under which a substantial
portion of the compensation of executive officers is directly linked to the
financial performance of the Company and the enhancement of shareholder value.
To implement this policy, the Committee developed a compensation program for
1993 that (i) continued the successful annual and long-term cash incentive plans
first introduced during 1992, which "pay for performance" and provide bonuses
based on the realization of annual and long-term financial goals, (ii) included
as a central element the stock option grants previously issued to executive
officers during 1992, which continued to provide strong performance incentives
to management during 1993, and (iii) introduced a Long-Term Equity Incentive
Plan, which provides for phantom stock unit grants that directly tie
management's interests to those of shareholders.
The Committee believes that executive compensation should be highly
leveraged toward the incentive-based programs described above. By placing much
of an officer's compensation "at risk" in this manner, the Company's
compensation program focuses management's efforts on improving financial
performance and effectively integrates executive compensation with the Company's
annual and long-term strategic objectives.
In developing the executive officer compensation program, the Committee gave
due consideration to the asbestos situation faced by the Company and the
inherent uncertainty it has created. The Committee has recognized the need to
offset this uncertainty in order to attract and retain highly-qualified
executive management.
1993 EXECUTIVE OFFICER COMPENSATION PROGRAM
The Committee works regularly with Towers Perrin, a nationally known
compensation consulting firm, to assure that Fibreboard's executive compensation
program remains competitive and that it appropriately reflects the Committee's
compensation philosophy.
After a thorough process involving analysis of Towers Perrin's proposals and
reports and extensive Committee deliberations, the Committee and the Board of
Directors adopted the 1993 executive officer compensation program. The
components of this program are described below.
BASE SALARY--The Committee did not raise any executive officer base salaries
for 1993. The Committee determines the base salary component of executive
compensation by reviewing executive salary levels at a
5
<PAGE>
broad group of companies with comparable revenues engaged in general industry
(1), as well as evaluating the specific job functions and past performance of
individual officers. The Committee believes that base salaries for executive
officers have been set at competitive levels.
ANNUAL CASH INCENTIVE PROGRAM--The Annual Cash Incentive Program is a
pay-for-performance plan under which cash bonus awards are paid based upon (i)
achievement of annual earnings targets set by the Committee, and (ii) evaluation
of an officer's personal performance during the year. Performance criteria under
this program include: (i) Company and/or business unit financial performance,
with threshold, financial and maximum challenge earnings targets established at
the beginning of the year to reflect the Company's objectives set forth in its
business plan for that year (75% weight), and (ii) the achievement of individual
performance goals, which reflect business objectives set for each officer for
that year (25% weight). Target award amounts for each executive are based upon a
percentage of that participant's base salary.
For performance during 1993, the Company's executives earned an average of
95% of the maximum potential cash bonus awards available under the Annual Cash
Incentive Program based upon the achievement of 1993 earnings targets and the
accomplishment of individual business objectives. A total of $1,101,325 was paid
to the Company's executives under this program for performance during 1993.
LONG-TERM CASH INCENTIVE PROGRAM--The Long-Term Cash Incentive Program in
effect during 1992-1993 was designed to provide incentive to management to
achieve improved financial performance of the Company over a longer period. Cash
bonuses under this program were contingent on achievement of cumulative
operating earnings targets set by the Committee over the 1992-1994 fiscal
period. The target award amount for each officer was based upon a designated
percentage of each participant's three-year cumulative base salary.
In December 1993, the Committee terminated the Long-Term Cash Incentive
Program. Since the Company and its management had exceeded the 1992-1993
financial objectives set by the Committee under the program, the Committee
believed that continuing this plan for the third year of the 1992-1994
performance cycle did not provide a substantial ongoing incentive to management
to further improve the Company's profitability and shareholder value.
The Committee elected to pay out to officers the proportionate bonus amounts
accrued to date under this program based on the achievement of financial
performance objectives for the 1992-1993 fiscal years. The Company's officers
earned an aggregate of $1,140,859 in bonuses under this program. Approximately
fifty percent of such bonuses were paid in December 1993 with the balance to be
paid in December 1994.
LONG-TERM EQUITY INCENTIVE PLAN--In place of the Long-Term Cash Incentive
Program described above, and in lieu of additional stock option grants to
executive officers under the Company's Stock Option Plan, the Committee
implemented the Long-Term Equity Incentive Plan in December 1993. This Plan
provides for annual grants of phantom stock units vesting over the term of
multi-year performance cycles set by the Committee. The value of each phantom
stock unit is determined based on the appreciation, if any, in the value of the
Company's stock over the applicable performance cycle, measured by the
difference between the grant price and the price at the maturity date. No award
is earned if the stock price at maturity is the same as or lower than the price
at the grant date. Vested phantom stock units are payable only in cash, with the
Board determining the timing of the payout. Since the Plan is cash-based, it
will not have any dilutive effect on the number of outstanding shares of Common
Stock.
In December 1993, the Committee granted an aggregate of 126,400 phantom
stock units to the Company's executive officers, of which 47,400 vest over a
two-year performance cycle and 79,000 vest over
- ------------------------
(1) This group covers a broad range of industries and is not limited to
companies included in the Dow Jones Forest Products Index and the Dow Jones
Building Materials Index used in formulating the Stock Performance Graph on
page 11 hereof.
6
<PAGE>
a three-year performance cycle. The Committee believes that the terms of this
Plan will more closely align the long-term interests of senior management with
those of shareholders and assist in the retention of key executives.
STOCK OPTION AND RESTRICTED STOCK GRANTS--The Committee did not grant any
stock options during 1993. The Committee believes that outstanding stock options
granted to executive officers in 1992 continue to provide substantial incentive
to increase shareholder value.
In December 1993, the Committee issued a special grant of 10,000 restricted
stock rights to Mr. Douglas in consideration of his contribution toward
achieving a comprehensive settlement of the Company's asbestos personal injury
litigation.
COMPENSATION OF CEO--John D. Roach joined the Company as Chairman, President
and CEO in July 1991. The Company entered into an employment agreement with Mr.
Roach at that time, the terms of which were determined pursuant to arms-length
negotiations.
The salary and other benefits received by Mr. Roach that are reported in the
Summary Compensation Table for 1993 were in general provided pursuant to his
employment agreement, the terms of which are described on Page 10 of this Proxy
Statement. The Committee believes that Mr. Roach's base salary for 1993 was set
below the median salary level for his position at comparable companies surveyed
by the Committee.
Mr. Roach earned a cash bonus of $438,750 under the Annual Cash Incentive
Program for performance during 1993 based on the Company exceeding the 1993
maximum challenge earnings target determined at the beginning of the year (75%
weight) and the achievement by Mr. Roach of certain business objectives set by
the Committee (25% weight).
In connection with the termination and settlement of the Long-Term Cash
Incentive Program as described above, Mr. Roach earned a cash bonus of $400,000
based on achievement of the maximum challenge cumulative earnings target set by
the Committee for the 1992-1993 fiscal period. Fifty percent (50%) of such
amount was paid in December 1993 with the balance to be paid in December 1994.
In December 1993, the Committee granted an aggregate of 40,000 phantom stock
units to Mr. Roach under the Long-Term Equity Incentive Plan, of which 15,000
units vest over a two-year performance cycle and 25,000 units vest over a
three-year performance cycle. The Committee determined the number of units
granted by evaluating Mr. Roach's job responsibilities, past performance and
expected future contributions.
The Company also made a contribution of $14,790 to Mr. Roach's account under
the Profit Sharing 401(K) Plan for 1993.
The Committee does not expect that any of the Company's executive officers
will receive cash compensation during 1994 in amounts that will significantly
exceed the $1 million limit set by Section 162(m) of the Internal Revenue Code
for deductibility of compensation for tax purposes. The Committee has
accordingly decided not to adopt a policy at this time with respect to
qualifying the Company's compensation program under Section 162(m).
All aspects of the Company's executive compensation program are subject to
change at the discretion of the Committee. The Committee will monitor the
Company's executive compensation program on an ongoing basis to ensure that it
continues to support a performance-oriented environment and remains properly
integrated with Fibreboard's annual and long-term strategic objectives.
MEMBERS OF COMPENSATION COMMITTEE
G. Robert Evans, Chairman George B. James
William D. Eberle John W. Koeberer
Philip R. Bogue James F. Miller
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Set forth below is information concerning the annual and long-term
compensation for services rendered in all capacities to the Company for the
fiscal years ended December 31, 1993, 1992 and 1991, of those persons who were,
at December 31, 1993, (i) the Chief Executive Officer and (ii) the other four
most highly compensated executive officers of the Company (the "Named
Officers").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ---------------------- -----------
------------------------------------------- RESTRICTED SECURITIES LONG-TERM ALL OTHER
OTHER ANNUAL STOCK UNDERLYING INCENTIVE ($)
NAME AND COMPENSATION AWARD(S) OPTIONS PLAN COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) ($) (1) (#) PAYOUTS ($) (2)
- ----------------------- ---- ------------ ------------ ------------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JOHN D. ROACH 1993 300,000 438,750 149,619(4) 0 0 200,000 14,790
Chairman, President & 1992 300,000 444,375 169,131(4)(5) 0 200,000 0 16,020
CEO 1991 149,038(3) 150,000 -- 256,250 0 0 --
JAMES P. DONOHUE 1993 195,000 138,938 25,855(4) 0 0 65,000 14,790
Senior VP & CFO 1992 195,000 137,111 123,195(4)(7) 0 65,000 0 16,020
1991 35,500(3) 15,000(6) -- 28,750 0 0 --
JAMES D. COSTELLO 1993 165,000 154,688 44,112(4) 0 0 82,500 14,790
VP, Wood Products 1992 165,000 152,626 23,777(4) 0 20,000 0 16,020
1991 155,856 34,400 -- 0 0 0 --
MICHAEL R. DOUGLAS 1993 165,000 220,657 7,707 346,250 0 55,000 14,790
Senior VP, General 1992 165,000 122,205 -- 0 65,000 0 16,020
Counsel & Secretary 1991 129,642 35,000 -- 0 0 0 --
HERBERT M. ELLIOTT 1993 140,000 65,625 32,804(4) 0 0 70,000 14,790
VP, Industrial 1992 144,333(3) 58,375 28,237(4) 16,250 20,000 0 --
Insulation 1991 -- -- -- 0 0 0 --
<FN>
- --------------------------
(1) As of December 31, 1993, Messrs, Donohue, Douglas and Elliott held 10,000,
10,000 and 5,000 restricted stock rights, valued at $337,500, $337,500 and
$168,750, respectively. No other Named Officer held restricted stock
rights as of such date. Under the terms of such restricted stock rights,
shares of Common Stock are not issued or delivered to holders until the
rights vest. No dividends are paid on restricted stock rights. Mr.
Douglas' restricted stock rights will vest on the third anniversary of the
date of grant, or earlier upon final court approval of the Company's
asbestos personal injury settlement agreements. All restricted stock
rights granted to Mr. Roach during 1991 had vested prior to December 31,
1992.
(2) Represents Profit Sharing 401(K) Plan contributions to the accounts of the
Named Officers in the amounts of (i) for 1993, $14,790 each, and (ii) for
1992, $16,020 each, except for Mr. Elliott, who was ineligible for a
contribution in 1992.
(3) Mr. Roach was elected Chairman, President and Chief Executive Officer of
the Company on July 2, 1991. Mr. Donohue was elected Senior Vice
President, Finance and Administration and Chief Financial Officer of the
Company on October 28, 1991. Mr. Elliott was elected Vice President,
Industrial Insulation Products of the Company on February 13, 1992. Mr.
Elliott's salary amount for 1992 includes fees for consulting services
which he provided during 1992 prior to his joining the Company.
(4) Includes tax reimbursement payments to Messrs. Roach, Donohue, Costello
and Elliott provided for under the Company's supplemental retirement plan
for executive officers in the amounts of (i) for 1993, $124,698; $20,877;
$38,723 and $32,804, respectively, and (ii) for 1992, $71,204; $11,919;
$23,777 and $15,570, respectively.
(5) Includes (i) tax reimbursement payments during 1992 relating to relocation
and moving expenses paid by the Company on behalf of Mr. Roach ($47,599),
and (ii) the cost to the Company of benefits provided to Mr. Roach during
1992, aggregating $50,328, including relocation and moving expenses
incurred during the year ($47,271).
(6) Does not include a bonus in the amount of $50,000 paid to Mr. Donohue upon
joining the Company.
(7) Includes the cost to the Company of benefits provided to Mr. Donohue
during 1992, aggregating $111,276, including relocation and moving
expenses ($104,723).
</TABLE>
8
<PAGE>
OPTION AND SAR GRANTS
In the fiscal year ended December 31, 1993, no options or SAR's were granted
to the Named Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Set forth below is information with respect to the unexercised options to
purchase the Company's Common Stock granted to the Named Officers under the
Option Plan and held by them at December 31, 1993. None of the Named Officers
exercised any stock options during fiscal 1993.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($)
-------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE (1) UNEXERCISABLE
- ------------------------------------------------------- ---------- -------------- ---------------- --------------
<S> <C> <C> <C> <C>
JOHN D. ROACH 200,000 0 5,750,000 0
JAMES P. DONOHUE 65,000 0 1,868,750(2) 0
JAMES D. COSTELLO 20,000 0 575,000 0
MICHAEL R. DOUGLAS 65,000 0 1,868,750 0
HERBERT M. ELLIOTT 20,000 0 575,000 0
<FN>
- ------------------------
(1) Based on the closing price of the Company's Common Stock on the American
Stock Exchange at 12/31/93 ($33.75).
(2) In connection with the exercise of Mr. Donohue's options, he will be
entitled to receive a cash payment equal to the difference between $2.82
and $5.00, multiplied by the number of shares purchased upon exercise of
such options.
</TABLE>
LONG-TERM INCENTIVE PLANS/AWARDS IN LAST FISCAL YEAR
Set forth below is information concerning the Long-Term Equity Incentive
Plan for executive officers.
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE OR
SHARES, OTHER PERIOD UNTIL
UNITS OR OTHER MATURATION OR
NAME RIGHTS (#) (1) PAYOUT
- --------------------------------------------------------------------------- ---------------- -------------------
<S> <C> <C>
JOHN D. ROACH 15,000 2 Years
25,000 3 Years
JAMES P. DONOHUE 6,000 2 Years
10,000 3 Years
JAMES D. COSTELLO 6,000 2 Years
10,000 3 Years
MICHAEL R. DOUGLAS 6,000 2 Years
10,000 3 Years
HERBERT M. ELLIOTT 4,500 2 Years
7,500 3 Years
<FN>
- ------------------------
(1) The Long-Term Incentive Plan provides for annual grants of phantom stock
units to key management employees. The units vest over the term of
multi-year performance cycles set by the Committee. At the end of the
vesting period, the value of each unit is determined based on the
appreciation, if any, in the value of the Company's stock, measured by the
difference between the grant price and the maturity date price. Vested
phantom stock units are payable only in cash, with the Board determining
the timing of the payout.
</TABLE>
PRIOR RETIREMENT PLAN
Under a frozen retirement plan maintained by the Company, Mr. Costello is
entitled to annual benefits upon retirement at age 65 of $2,204 payable for
life. The amount of retirement income for participants in this plan was computed
under a formula on the basis of the number of years of service with Fibreboard
and the amount of the participant's salary. No other executive officer is
entitled to payments under this plan.
9
<PAGE>
SERP PLAN
The Supplemental Retirement Plan (the "SERP Plan") is a non-qualified plan
designed to provide supplemental retirement benefits to selected key employees
of the Company whose ability to accrue benefits under the Company's Profit
Sharing 401(K) Plan is constrained due to age and statutory limitations. Annual
contributions to the SERP Plan are made at the discretion of the Board of
Directors.
The following table illustrates the approximate amounts that may become
payable under the Company's SERP Plan.
<TABLE>
<CAPTION>
SERP PLAN TABLE (1)
YEARS OF SERVICE BETWEEN
AGES 50 - 65 (2)
----------------------------
REMUNERATION 5 10 15
---------------------------------------- -------- -------- --------
<S> <C> <C> <C>
$ 200,000 $ 40,000 $ 80,000 $120,000
300,000 60,000 120,000 180,000
400,000 80,000 160,000 240,000
500,000 100,000 200,000 300,000
600,000 120,000 240,000 360,000
700,000 140,000 280,000 420,000
800,000 160,000 320,000 480,000
900,000 180,000 360,000 540,000
<FN>
- ------------------------
(1) The supplemental benefit target amount proposed to be paid to each
participant who retires on or after his 65th birthday is equal to sixty
percent (60%) of his average base salary and incentive bonus for the
participant's final three years of employment, less any benefits he
receives (i) from any qualified plan, whether maintained by the Company or
sourced from another employer and/or (ii) pursuant to the Federal Social
Security Act.
(2) The SERP Plan provides that benefits shall be reduced on a pro rata basis
if a participant completes less than 15 years of service with the Company
between ages 50-65. All of the Named Officers, except Mr. Douglas, have
accrued two years of service under the SERP Plan.
</TABLE>
EMPLOYMENT, SEVERANCE AND CHANGE-OF-CONTROL ARRANGEMENTS
In July 1991, the Company entered into an Employment Agreement with John D.
Roach to serve as Chairman of the Board, President and Chief Executive Officer
of the Company. The agreement provides for a minimum annual salary of $300,000,
plus a bonus of up to 150% of base salary. Pursuant to the agreement, Mr. Roach
was also granted an option for 200,000 shares and restricted stock rights for
50,000 shares. The term of the agreement renews automatically each month for a
period of two years, absent notice of termination by either party.
In the event Mr. Roach's employment is terminated by the Company or by Mr.
Roach under certain circumstances, he is entitled to receive (i) one year's
salary and bonus, and (ii) consulting fees for one year following termination at
his then current compensation. If Mr. Roach's employment terminates following a
change in control (as defined in the agreement), Mr. Roach is entitled to two
years' compensation. The agreement further required that Fibreboard establish a
trust to fund Mr. Roach's severance benefits.
The Company has also entered into severance agreements with Messrs. Donohue,
Costello, Douglas and Elliott as a means of enabling the Company to attract and
retain such key executive officers. Severance benefits under the agreements
include (a) one year's base salary plus a minimum 20% bonus payment, (b) a
one-year continuation of the employee's benefits, and (c) reimbursement of
certain tax payments.
If termination is within one year after a change in control, the Named
Officer is also entitled to (a) an additional bonus payment equal to a minimum
of 20% of the employee's base salary; and (b) immediate vesting of the
employee's non-qualified deferred compensation or retirement benefits, if any,
and awards under the Company's Option Plan.
All outstanding options and restricted stock awards granted under the terms
of the Company's Option Plan and all phantom stock units granted under its
Long-Term Equity Incentive Plan shall become fully exercisable or vested prior
to the effective date of a Corporate Transaction, defined to include (i)
stockholder approval of a merger or consolidation of Fibreboard with any other
entity, with certain exceptions described in the Plans, or (ii) the adoption of
a plan of complete liquidation of Fibreboard, or (iii) stockholder approval of
an agreement for the sale by Fibreboard of all or substantially all of its
assets.
All outstanding options and restricted stock awards under the Option Plan
and all outstanding phantom stock units under the Long-Term Equity Incentive
Plan also become exercisable or fully vested in
10
<PAGE>
the event of a Change of Control of Fibreboard in which (i) a person or entity
becomes the beneficial owner of 25% (15% under the Long-Term Equity Incentive
Plan) or more of the voting power of Fibreboard's shares, or (ii) during any two
consecutive years, members of the Board of Directors at the beginning of such
period cease to constitute a majority thereof, unless the election or nomination
of each director is approved by the vote of at least two-thirds of the directors
still in office who were directors at the beginning of such period, or (iii) the
occurrence of any other change in control reportable under the Exchange Act. The
events described under subparagraphs (i) and (iii) above will not be deemed a
Change of Control if so determined by the Board of Directors.
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock against
(i) the cumulative total return of the Russell 2000 Index; and (ii) the
cumulative total return of a constructed line of business "peer group," merging
the Dow Jones Forest Products Index (72% weight), the Dow Jones Building
Materials Index (18% weight), and a publicly traded resort company, S-K-I
Limited (10% weight), weighted to reflect the proportion of total Company
revenue generated in 1993 by the Company's wood products, industrial insulation
products and resort operations business units, respectively. In addition, the
returns of the companies within the Russell 2000 Index and within each line of
business included in the "peer group" have been weighted according to their
respective market capitalizations.
COMPARISON OF CUMULATIVE TOTAL RETURN*
FIBREBOARD COMMON STOCK, RUSSELL 2000 INDEX
& WEIGHTED PEER GROUP
[GRAPHIC]
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
FBD Common.............................. 100 68.83 11.69 15.58 35.71 175.32
Russell 2000 Index...................... 100 116.24 93.57 136.66 161.81 192.41
Peer Group.............................. 100 122.46 95.88 130.63 177.99 216.40
</TABLE>
The above chart shows the cumulative total shareholder return on a $100
investment over the time periods indicated.
During 1991, the composition of Fibreboard's senior management substantially
changed. A new CEO and management team joined the Company with the specific
objective of improving profitability and shareholder value. The Company's
operations were restructured and executive compensation programs were redesigned
with this emphasis in mind. Management believes that the results of its efforts
should be judged on the basis of the Company's financial performance in 1992 and
beyond.
- ------------------
*Total return assumes reinvestment of dividends.
11
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL STOCKHOLDERS
The following table sets forth, as of April 8, 1994, the number of shares of
Common Stock beneficially owned by (i) each person known to the Company to own
beneficially more than 5% of the Company's outstanding Common Stock, (ii) each
director and Named Officer, and (iii) all directors and executive officers of
the Company as a group. Except as otherwise indicated below, the persons listed
have advised the Company that they have sole voting and investment power with
respect to the securities shown as owned by them. On the Record Date, there were
4,202,420 shares of the Company's Common Stock outstanding.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED (1) CLASS (2)
- ------------------------------------------------------------------------------------- ------------ ----------
<S> <C> <C>
CRP 3800, Inc. ...................................................................... 300,900(3) 7.16
John D. Roach........................................................................ 252,500 5.74
UBS Asset Management (New York), Inc. ............................................... 247,000(4) 5.88
Michael R. Douglas................................................................... 65,005 1.52
James P. Donohue..................................................................... 65,000 1.52
James D. Costello.................................................................... 34,563 *
James F. Miller...................................................................... 29,000 *
Herbert M. Elliott................................................................... 20,000 *
Philip R. Bogue...................................................................... 14,500 *
John W. Koeberer..................................................................... 14,000 *
George B. James...................................................................... 10,000 *
G. Robert Evans...................................................................... 3,000 *
William D. Eberle.................................................................... 2,000 *
All directors and executive officers as a group (14 persons)......................... 576,715 12.38
<FN>
- ------------------------
(1) Includes shares issuable upon the exercise of stock options which are
currently exercisable or exercisable within 60 days and shares issuable
pursuant to restricted stock rights which will vest within 60 days under
the Company's Option Plan in the following amounts: Mr. Roach, 200,000
shares; Mr. Costello, 20,000 shares; Mr. Douglas, 65,000 shares; Mr.
Donohue, 65,000 shares; Mr. Elliott, 20,000 shares; Mr. Bogue, 10,000
shares; Mr. Evans 2,000 shares; Mr. Eberle 2,000 shares; Mr. Koeberer,
10,000 shares; Mr. Miller, 8,000 shares; and all directors and executive
officers as a group, 457,000 shares. In certain instances, the number of
shares shown as being beneficially owned may not be deemed to be
beneficially owned for other purposes.
(2) *--Less than one (1) percent.
(3) Information was derived from a Schedule 13D (Amendment No. 1) received by
the Corporation on March 16, 1994.
(4) Information was derived from a Schedule 13G received by the Corporation on
February 10, 1994.
</TABLE>
STOCKHOLDER PROPOSALS
The deadline for stockholder proposals intended to be considered for
inclusion in the Company's Proxy Statement for the 1995 Annual Meeting of
Stockholders is December 16, 1994. Such proposals may be included in next year's
proxy materials if they comply with certain rules and regulations promulgated by
the SEC.
Any stockholder entitled to vote at an annual meeting of stockholders may
propose matters for action at that annual meeting, provided such stockholder has
given timely and complete notice, in writing, to the Secretary of the Company.
To be timely, any such notice must be delivered to the Secretary of the Company
not later than the close of business on the 80th day prior to the date set for
such annual meeting, unless the
12
<PAGE>
meeting date is not announced at least 90 days prior to the meeting, in which
case such notice must be delivered not later than the close of business on the
tenth day following the day on which such announcement of the date of the
meeting is communicated to stockholders.
Under the Company's Bylaws, only persons who are nominated in accordance
with the procedures described in the Bylaws are eligible for election as
directors of the Company. Nominations of persons for election as directors may
be made by the Board of Directors, by a committee appointed by the Board for
that purpose, or otherwise at the direction of the Board. Nominations may also
be made by any stockholder entitled to vote at the meeting, provided such
stockholder has given timely and complete notice, in writing, to the Secretary
of the Company. To be timely, such notice must comply with the procedures set
forth in the preceding paragraph with respect to stockholder proposals
generally.
The Bylaws also stipulate that each such notice, to be complete, must set
forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Company entitled to
vote for the election of directors on the date of such notice and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the SEC, had the nominee been
nominated, or intended to be nominated, by the Board of Directors; and (e) the
consent of each nominee to serve as a director of the Company if so elected.
SOLICITATION OF PROXIES
The Company has engaged the firm of D. F. King & Co., Inc. to assist the
Board in connection with its solicitation of proxies. The agreement entered into
with D. F. King provides for routine advice and services in coordinating the
solicitation of proxies, for which the Company will pay an estimated fee of
$7,500, plus reimbursement of expenses. Although it has entered into no formal
agreements to do so, the Company will also reimburse banks, brokerage houses and
other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding proxy-soliciting materials to their principals.
The cost of soliciting proxies on behalf of the Board of Directors will be
borne by the Company. Such proxies will be solicited principally through the use
of the mails but, if deemed desirable, may also be solicited personally or by
telephone, telegraph or other means of communication by officers and regular
employees of the Company without additional compensation.
OTHER BUSINESS
The Board of Directors is not aware of any other matter which may be
presented for action at the Annual Meeting. Should any other matter requiring a
vote of the stockholders arise, the enclosed proxy card gives authority to the
persons listed on the card to vote at their discretion in the best interest of
the Company.
BY ORDER OF THE BOARD OF DIRECTORS
DATED: APRIL 15, 1994
IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR SHARES, PLEASE TELEPHONE THE
COMPANY'S PROXY SOLICITOR, D. F. KING & CO., INC., TOLL FREE AT 1-800-669-5550.
13
<PAGE>
P FIBREBOARD CORPORATION
R PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 7, 1994
O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
X
Y
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, each dated April 15, 1994, and does hereby
appoint James P. Donohue and Garold E. Swan, or either of them, with full power
of substitution, as the proxies of the undersigned to represent the undersigned
and to vote as designated on the reverse side all shares of Common Stock of
Fibreboard Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Fibreboard Corporation to be held at the Embassy
Suites Hotel, in Walnut Creek, California on June 7, 1994 at 11:00 a.m. and at
any adjournments or postponements thereof, with the same force and effect as the
undersigned might or could do if personally present thereat:
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE>
/X/ Please mark votes as in this example.
The Board of Directors recommends a vote FOR each of the matters listed below.
This Proxy, when properly executed, will be voted as directed. If no direction
is indicated, this Proxy will be voted FOR proposals 1 and 2. This Proxy may be
revoked at any time before it is exercised at the Annual Meeting.
1. ELECTION OF THREE DIRECTORS TO CLASS III OF THE BOARD OF DIRECTORS TO SERVE
FOR A TERM OF THREE YEARS. Nominees: Philip R. Bogue, George B. James and
John D. Roach For All Nominees / /
Withheld from All Nominees / /
----------------------------------------------------------------------------
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided above.)
2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN & CO. AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994.
For / /
Against / /
Abstain / /
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY BE PRESENTED AT THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
Mark here if you plan to attend the meeting / /
Mark here for address change and note / /
Please sign exactly as your name is printed on this Proxy. If the shares
represented by this Proxy are issued in the names of two or more persons, each
of them should sign the Proxy. If the Proxy is executed by a corporation, it
should be signed in the corporate name by an authorized officer. When signing
as an attorney, executor, administrator, trustee or guardian, or in any other
representative capacity, give full title as such. If stockholder is a
partnership, please sign in the partnership name by authorized person.
Signature:_________________________________________________ Date:_______________
Signature:_________________________________________________ Date:_______________
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED POSTAGE-PAID REPLY ENVELOPE.
