<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
/ / 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-12
Fibreboard Corporation
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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:
------------------------------------------------------------------------
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:
------------------------------------------------------------------------
/ / 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.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
NOTICE OF 1995 ANNUAL MEETING AND PROXY STATEMENT
April 19, 1995
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 6, 1995 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 6, 1995
------------------------
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 6, 1995 at 11:00 a.m., local time, for the following
purposes:
1. To elect two directors to Class I 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 LLP as the Company's
independent public accountants for the 1995 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 7, 1995 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 19, 1995
<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 6,
1995 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 19, 1995.
------------------------
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 7, 1995 (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. At the close of business on
the Record Date, there were 4,247,787 shares of Common Stock outstanding.
The holders of a majority of the shares of Common Stock outstanding as of
April 7, 1995, 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. 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 enclosed 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 I directors expires on the date of this Annual Meeting. The term
of office of Class II and Class III directors will expire in 1996 and 1997,
respectively. At the Annual Meeting, the stockholders will elect two directors
to Class I to serve a three-year term expiring in 1998 or until their successors
are elected and qualified.
Set forth below are the names of the nominees of the Board of Directors for
election as Class I directors, together with certain information concerning such
nominees. 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.
NOMINEES FOR ELECTION TO CLASS I
<TABLE>
<CAPTION>
NAME/AGE OF NOMINEE PRINCIPAL OCCUPATION DIRECTOR SINCE
- - --------------------- ------------------------------------ --------------
<S> <C> <C>
William D. Eberle Chairman, Manchester Associates, 1991
(71) Ltd.
G. Robert Evans (63) Chairman and Chief Executive 1991
Officer, Material Sciences
Corporation
</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
Chairman of America Service Group and a director of Ventura Entertainment Group,
Mitchell Energy and Development Corporation, Ampco-Pittsburgh Corporation and
Showscan Corporation. He also currently serves in an "of counsel" position with
the law firm of Kaye, Scholer, Fierman, Hays & Handler.
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 Swift Energy Company, Elco
Industries, Inc. and Consolidated Freightways, Inc.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE
BOARD'S NOMINEES TO CLASS I 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>
Philip R. Bogue (70) Retired Partner in the firm of Arthur 1988 Class III-1997
Andersen LLP
George B. James (57) Senior Vice President & Chief 1993 Class III-1997
Financial Officer, Levi Strauss & Co.
John W. Koeberer (51) Chairman, Tehama County Bank 1988 Class II -1996
James F. Miller (90) Private Investor 1991 Class II -1996
John D. Roach (51) Chairman, President and Chief 1991 Class III-1997
Executive Officer, Fibreboard
Corporation
</TABLE>
PHILIP R. BOGUE has been a director of Fibreboard since June 1988. Mr. Bogue
was interim President of the Portland Art Museum from January 1993 to May 1994.
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 LLP, a major accounting firm. Mr. Bogue is a
director of 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 W. KOEBERER has been a director of Fibreboard since June 1988. 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 sixteen
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. He has also served as Chairman of the Lassen
Volcanic National Park Foundation for the past ten years. Since 1992, Mr.
Koeberer has been President of the California Parks Hospitality Association, an
organization representing private enterprise in the California State Park
System. He has served on the California Tourism Commission since 1993 and
currently serves as a director of the California State Chamber of Commerce and
the Shasta Cascade Wonderland Association.
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).
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, now known as Schuller International, 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.
3
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of seven meetings during
the year ended December 31, 1994. 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 and Miller. The
Nominating Committee also includes Mr. Roach. During 1994 the Audit and
Compensation Committees each met twice and the Nominating Committee met once.
Each director attended more than 90% of the total number of meetings held during
1994 of the Board and the committees on which such director served.
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. 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. The chairmen of the Compensation and Audit Committees
also receive an additional annual retainer of $5,000. 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 LLP served as independent public accountants for
the Company for the fiscal year ended December 31, 1994. The Audit Committee 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, 1995, and to
perform other appropriate services. Ratification by the stockholders will be
sought at the Annual Meeting for the selection of Arthur Andersen LLP as
independent public accountants for the Company for fiscal 1995. In the event
that the stockholders do not ratify the selection of Arthur Andersen LLP, the
Audit Committee will reconsider its selection.
The Company expects that one or more representatives of Arthur Andersen LLP
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 LLP 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 1994.
OVERVIEW OF COMPENSATION POLICY
The primary objective of Fibreboard's management team over the past three
years has been to improve the Company's profitability and increase shareholder
value. During 1992-1994, the Company achieved significant success in this
regard. The operating performance of Fibreboard's businesses improved
substantially and the Company as a whole achieved record operating earnings each
year.
The Committee believes that the compensation policies and programs which it
has implemented directly contributed to management's successful track record and
its 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 promote this policy, the Committee implemented a compensation program for
1994 that (i) continued the successful annual cash incentive plan first
introduced during 1992, which "pays for performance" and provides bonuses based
on the realization of annual financial goals and (ii) continued the Long-Term
Equity Incentive Plan introduced in 1993, 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.
1994 EXECUTIVE OFFICER COMPENSATION PROGRAM
The Committee works regularly with 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 the outside consultant's
proposals and reports and Committee deliberations, the Committee implemented the
1994 executive officer compensation program. The components of this program are
described below.
BASE SALARY--The Committee determines the base salary component of executive
compensation by reviewing executive salary levels at a 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 in general fall
within the median range of executive salary levels at comparable companies
surveyed by the Committee.
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 consist of: (i) Company and/or business unit earnings performance,
with threshold, target and maximum challenge earnings objectives established at
the beginning of the year to reflect the
- - ------------------------
(1) This group covers a broad range of industries and is not limited to
companies included in the Dow Jones Building Materials Index used in
formulating the Stock Performance Graph on page 11 hereof.
5
<PAGE>
Company's goals 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, with the percentage varying based on the executive's level of
responsibility.
For performance during 1994, the Company's executives earned an average of
86% of the maximum potential cash bonus awards available under the Annual Cash
Incentive Program based upon the achievement of 1994 earnings targets and the
accomplishment of individual business objectives.
LONG-TERM CASH INCENTIVE PROGRAM--In December 1994, the Company paid to
officers the balance of accrued bonuses previously earned under its Long-Term
Cash Incentive Program, which was terminated at the end of 1993. Bonus amounts
under this program were based on the achievement of financial performance
objectives for the 1992-1993 fiscal years.
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
Committee 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 1994, the Committee granted an aggregate of 109,000 phantom stock units
to the Company's executive officers which will vest over a three-year
performance cycle. The Committee determined the number of units granted to
executive officers by evaluating their respective job responsibilities, past
performance and expected future contributions. 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 1994 due to the limited number of remaining shares
available for grant under the Company's Stock Option Plan.
In September 1994, the Committee issued a grant of 5,000 restricted stock
rights to Mr. Johnston, the president of Norandex Inc., a subsidiary which was
acquired by the Company in August 1994. No other restricted stock grants were
made to executive officers during 1994.
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. Mr. Roach's employment agreement, as updated in January 1995, is
described on Page 10 of this Proxy Statement.
The Committee believes that Mr. Roach's base salary for 1994 was set at the
median salary level for his position at comparable companies surveyed by the
Committee. The other benefits received by Mr. Roach that are reported in the
Summary Compensation Table for 1994 were in general provided pursuant to his
employment agreement.
Mr. Roach earned a cash bonus of $434,450 under the Annual Cash Incentive
Program for performance during 1994, representing 93% of the maximum potential
bonus Mr. Roach may earn under this program. Mr. Roach's bonus was based on the
Company achieving certain earnings targets determined at the beginning of the
year (75% weight) and the achievement by Mr. Roach of individual performance
goals set by the Committee (25% weight). The maximum annual bonus that Mr. Roach
may earn under this program is an amount equal to 130% of his base salary.
6
<PAGE>
Pursuant to the terminated Long-Term Cash Incentive Program, the Company
paid Mr. Roach $200,000 in December 1994, representing the balance of his
accrued bonus earned under this program for achievement of financial performance
objectives for the 1992-1993 fiscal period.
In December 1994, the Committee granted an aggregate of 25,000 phantom stock
units to Mr. Roach under the Long-Term Equity Incentive Plan which will 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 Committee does not expect that any of the Company's executive officers
will receive cash compensation during 1995 in amounts that will significantly
exceed the $1 million limit set by Section 162(m) of the Internal Revenue Code
for deductibility of compensation for tax purposes. The Committee has
accordingly decided not to adopt a policy at this time with respect to
qualifying the Company's compensation program under Section 162(m).
All aspects of the Company's executive compensation program are subject to
change at the discretion of the Committee. The Committee will monitor the
Company's executive compensation program on an ongoing basis to ensure that it
continues to support a performance-oriented environment and remains properly
integrated with Fibreboard's annual and long-term strategic objectives.
MEMBERS OF COMPENSATION COMMITTEE
<TABLE>
<S> <C>
G. ROBERT EVANS, CHAIRMAN GEORGE B. JAMES
WILLIAM D. EBERLE JOHN W. KOEBERER
PHILIP R. BOGUE JAMES F. MILLER
</TABLE>
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Set forth below is information concerning the annual and long-term
compensation for services rendered in all capacities to the Company for the
fiscal years ended December 31, 1994, 1993 and 1992, of those persons who were,
at December 31, 1994, (i) the Chief Executive Officer and (ii) the other four
most highly compensated executive officers of the Company (the "Named
Officers").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ----------------------- -----------
------------------------------------- RESTRICTED SECURITIES LONG-TERM
NAME AND OTHER ANNUAL STOCK UNDERLYING INCENTIVE
PRINCIPAL COMPENSATION AWARD(S) OPTIONS PLAN ALL OTHER ($)
POSITION YEAR SALARY ($) BONUS ($) ($) ($) (1) (#) PAYOUTS ($) COMPENSATION (2)
- - --------------- ---- ---------- --------- ------------ ---------- ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JOHN D. ROACH 1994 360,000 434,450 -- 0 0 200,000 212,780
Chairman, 1993 300,000 438,750 149,619(3) 0 0 200,000 14,790
President & CEO 1992 300,000 444,375 169,131(3)(4) 0 200,000 0 16,020
JAMES P. 1994 210,000 196,175 -- 0 0 65,000 36,780
DONOHUE 1993 195,000 138,938 25,855(3) 0 0 65,000 14,790
Senior VP & CFO 1992 195,000 137,111 123,195(3)(5) 0 65,000 0 16,020
MICHAEL R. 1994 190,000 130,470 -- 0 0 55,000 10,580
DOUGLAS 1993 165,000 220,657 7,707 346,250 0 55,000 14,790
Senior VP, 1992 165,000 122,205 -- 0 65,000 0 16,020
General Counsel
& Secretary
JAMES D. 1994 180,000 23,625 -- 0 0 82,500 51,480
COSTELLO 1993 165,000 154,688 44,112(3) 0 0 82,500 14,790
VP, Wood 1992 165,000 152,626 23,777(3) 0 20,000 0 16,020
Products
HERBERT M. 1994 150,000 109,690 -- 0 0 70,000 57,380
ELLIOTT 1993 140,000 65,625 32,804(3) 0 0 70,000 14,790
VP, Industrial 1992 144,333(6) 58,375 28,237(3) 16,250 20,000 0 --
Insulation
<FN>
- - --------------------------
(1) As of December 31, 1994, Messrs. Douglas and Elliott held 10,000 and 5,000
restricted stock rights, valued at $273,750 and $136,875, 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 either the Company's Global or Insurance Settlement Agreements
relating to asbestos personal injury claims.
(2) Includes Profit Sharing 401(K) Plan contributions to the accounts of the
Named Officers. Also includes the contributions allocated to the accounts
of Messrs. Roach, Donohue, Costello and Elliott for 1994, under the
Company's supplemental retirement plan for executive officers in the
amounts of $202,200, $26,200, $40,900 and $46,800, respectively.
(3) 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.
(4) 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).
(5) Includes the cost to the Company of benefits provided to Mr. Donohue during
1992, aggregating $111,276, including relocation and moving expenses
($104,723).
(6) Mr. Elliott was elected Vice President, Industrial Insulation Products of
the Company on February 13, 1992. Mr. Elliott's salary amount for 1992
includes fees for consulting services which he provided during 1992 prior
to his joining the Company.
</TABLE>
8
<PAGE>
OPTION AND SAR GRANTS
In the fiscal year ended December 31, 1994, no options or SARs were granted
to the Named Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Set forth below is information with respect to the unexercised options to
purchase the Company's Common Stock granted to the Named Officers under the
Option Plan and held by them at December 31, 1994. None of the Named Officers
exercised any stock options during fiscal 1994.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE- MONEY
OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
-------------------------- ---------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE (1) UNEXERCISABLE
- - ---------------------------------------------------------- ---------- -------------- ------------- ---------------
<S> <C> <C> <C> <C>
JOHN D. ROACH 200,000 0 4,475,000 0
JAMES P. DONOHUE 65,000 0 1,454,375(2) 0
JAMES D. COSTELLO 20,000 0 447,500 0
MICHAEL R. DOUGLAS 65,000 0 1,454,375 0
HERBERT M. ELLIOTT 20,000 0 447,500 0
<FN>
- - ------------------------
(1) Based on the closing price of the Company's Common Stock on the American
Stock Exchange at 12/31/94 ($27.375).
(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 phantom stock units granted to
the Named Officers during 1994 under the Long-Term Equity Incentive Plan.
<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 25,000 3 Years
JAMES P. DONOHUE 10,000 3 Years
JAMES D. COSTELLO 10,000 3 Years
MICHAEL R. DOUGLAS 10,000 3 Years
HERBERT M. ELLIOTT 7,500 3 Years
<FN>
- - ------------------------
(1) The Long-Term Equity 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>
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. This agreement, as amended in January 1995, provides for a
minimum annual salary of $410,000, plus a bonus of up to 130% of base salary.
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. Pursuant to the agreement, Fibreboard established 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 under the Option Plan
and all outstanding phantom stock units under the Long-Term Equity Incentive
Plan become exercisable or fully vested in the event of a change of control of
Fibreboard or other related event, including (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, (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, (iii) the
occurrence of any other change of control reportable under the Exchange Act,
(iv) stockholder approval of a merger or consolidation of Fibreboard, or the
sale by Fibreboard of all or substantially all of its assets, or (v) the
adoption of a plan of complete liquidation of Fibreboard. 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.
10
<PAGE>
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on a $100 investment in the Company's
Common Stock against the cumulative total return of (i) the Russell 2000 Index;
(ii) the Dow Jones Building Materials Index, representing the Company's current
"peer group" of building products companies, and (iii) a constructed line of
business "peer group" index in the form included in last year's proxy statement,
which merges the Dow Jones Forest Products Index (50% weight), the Dow Jones
Building Materials Index (39% weight), and a publicly traded resort company,
S-K-I Limited (11% weight), weighted to reflect the proportion of total Company
revenue generated in 1994 by the Company's wood products, other building
products and resort operations business units, respectively. In addition, the
returns of the companies within the Russell 2000 Index, the Dow Jones Building
Materials Index and within each line of business included in the composite "peer
group" have been weighted according to their respective market capitalizations.
COMPARISON OF CUMULATIVE TOTAL RETURN*
FIBREBOARD COMMON STOCK, RUSSELL 2000 INDEX,
DOW JONES BUILDING MATERIALS INDEX (DJBMI)
& 1993 PEER GROUP
[GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
----- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
FBD Common........................ 100 16.98 22.64 51.89 254.72 206.60
Russell 2000 Index................ 100 80.49 117.60 139.25 165.28 162.56
Dow Jones Building Materials
Index............................. 100 74.78 100.86 127.64 156.93 125.80
1993 Peer Group................... 100 76.76 102.80 136.83 166.22 145.83
</TABLE>
The Company believes that the acquisition of Norandex Inc. in August 1994,
combined with the Company's existing wood products and industrial insulation
business, repositions Fibreboard as a building products company. The Stock
Performance Graph therefore includes a comparison of Fibreboard's stock
performance with that of the Dow Jones Building Materials Index, which the
Company believes currently reflects a more representative group of competitors
than the composite "peer group" index included in last year's proxy statement.
As provided under SEC rules, the composite index has been included in the graph
for comparison purposes.
- - ------------------------
*Total return assumes reinvestment of dividends.
11
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL STOCKHOLDERS
The following table sets forth, as of April 7, 1995, 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
4,247,787 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>
Marvin C. Schwartz.............................................................. 252,100(3) 5.94
John D. Roach................................................................... 252,000 5.67
James P. Donohue................................................................ 69,355 1.61
Michael R. Douglas.............................................................. 50,005 1.16
James D. Costello............................................................... 34,563 *
James F. Miller................................................................. 31,000 *
Herbert M. Elliott.............................................................. 23,140 *
Philip R. Bogue................................................................. 16,500 *
John W. Koeberer................................................................ 16,000 *
George B. James................................................................. 12,000 *
G. Robert Evans................................................................. 9,000 *
William D. Eberle............................................................... 6,000 *
All directors and executive officers as a group (15 persons).................... 580,010 12.37
<FN>
- - ------------------------
(1) Includes shares issuable upon the exercise of stock options which are
currently exercisable or exercisable within 60 days under the Company's
Option Plan in the following amounts: Mr. Roach, 200,000 shares; Mr.
Donohue, 65,000 shares; Mr. Douglas, 50,000 shares; Mr. Costello, 20,000
shares; Mr. Miller, 8,000 shares; Mr. Elliott, 20,000 shares; Mr. Bogue,
12,000 shares; Mr. Koeberer, 12,000 shares; Mr. James, 2,000 shares; Mr.
Evans, 4,000 shares; Mr. Eberle, 4,000 shares; and all directors and
executive officers as a group, 442,000 shares. In certain instances, the
number of shares shown as being beneficially owned may not be deemed to be
beneficially owned for other purposes. In the event that final court
approval of either the Company's Global or Insurance Settlement Agreements
relating to asbestos personal injury claims is received by June 6, 1995,
Mr. Douglas's beneficial ownership would increase to 60,005 shares upon the
vesting of his 10,000 restricted stock rights.
(2) *--Less than one (1) percent.
(3) Information was derived from a Schedule 13D received by the Corporation on
February 11, 1995.
</TABLE>
STOCKHOLDER PROPOSALS
If a stockholder entitled to vote at an annual meeting of stockholders
wishes to nominate a person for election as director or to submit a proposal for
action at that annual meeting, the Company's Bylaws require that certain
procedures be followed in advance. The Bylaws require that the stockholder
provide notice of any such nomination or proposal in writing to the Secretary of
the Company not later than 80 days prior to the date set for the meeting, unless
the meeting date is not announced at least 90 days prior to the meeting, in
which case such notice must be delivered not later than 10 days following the
day on which the date of the meeting is communicated to stockholders. The other
procedural requirements applicable to such notice are set forth in the Company's
Bylaws, a copy of which may be obtained from the Secretary of the Company at the
Company's principal executive offices in Walnut Creek, California.
12
<PAGE>
The deadline for stockholder proposals intended to be considered for
inclusion in the Company's Proxy Statement for the 1996 Annual Meeting of
Stockholders is December 21, 1995. Such proposals may be included in next year's
proxy materials if they comply with certain rules and regulations promulgated by
the SEC.
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 19, 1995
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>
PROXY
FIBREBOARD CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 6, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, each dated April 19, 1995, 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 6, 1995 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:
_________________
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
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 TWO DIRECTORS TO CLASS I OF THE BOARD OF DIRECTORS TO SERVE FOR
A TERM OF THREE YEARS. Nominees: William D. Eberle and G. Robert Evans
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 LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
1995. 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.
