<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Rule 14a-11(c) or Rule 14a-12
Rohm and Haas Company
- --------------------------------------------------------------------------------
(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] No fee required.
[ ] 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> 2
100 INDEPENDENCE MALL WEST, PHILADELPHIA PA 19106-2399 TELEPHONE(215) 592-3000
[ROHM AND HAAS COMPANY LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 1998
The annual meeting of stockholders of Rohm and Haas Company will be held at
The American Philosophical Society, Benjamin Franklin Hall, 427 Chestnut Street,
Philadelphia, PA 19106, on Monday, May 4, 1998, at 10:30 a.m. to act upon the
following matters:
1. Election of 13 directors;
2. Proposal to increase the number of authorized shares of common
stock;
3. Such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 6, 1998, are
entitled to vote their shares.
It is important that your shares be voted at the meeting. Please sign, date
and return the enclosed proxy promptly. The accompanying envelope requires no
postage if mailed in the United States.
A summary report of the meeting will be mailed to stockholders.
Gail P. Granoff
Secretary
March 27, 1998
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Notice of Annual Meeting.................................... 1
Table of Contents........................................... 2
Proxy Statement............................................. 3
Election of Directors....................................... 4
Board of Directors.......................................... 8
Organization.............................................. 8
Compensation.............................................. 9
Other Information and Business Relationships.............. 9
Executive Compensation...................................... 10
Summary Compensation Table................................ 10
Option Grants Table....................................... 11
Option Exercises and Year-End Value Table................. 11
Long-Term Incentive Plan Awards Table..................... 12
Pension Plan Table........................................ 12
Report on Executive Compensation.......................... 13
Five-Year Performance Graph................................. 15
Proposal to Increase the Number of Authorized Shares of
Common Stock.............................................. 16
Stock Ownership............................................. 17
Other Matters
Independent Public Accountants............................ 19
Other Business............................................ 19
1999 Annual Meeting Proposals............................. 19
</TABLE>
2
<PAGE> 4
ROHM AND HAAS COMPANY
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 1998
The enclosed proxy is being solicited by Rohm and Haas Company's Board of
Directors for use at the annual meeting of stockholders and any adjournment of
the meeting. The meeting will be held at The American Philosophical Society,
Benjamin Franklin Hall, 427 Chestnut Street, Philadelphia, PA 19106, on May 4,
1998.
Stockholders of record at the close of business on March 6, 1998, are entitled
to notice of and to vote at the meeting. As of March 6, 1998, the Company had
outstanding 60,652,392 shares of common stock and 2,522,600 shares of preferred
stock. Each share of common and preferred stock is entitled to one vote.
All shares represented by properly executed proxies will be voted at the
meeting. Any stockholder may revoke a proxy at any time before it is voted by
providing written notice to the Company's Secretary. The Company has retained
Morrow & Co., Inc. to aid in the solicitation of proxies for a fee of $5,000
plus reasonable out-of-pocket expenses. The Company will pay the cost of
soliciting proxies, which are being mailed about March 27, 1998.
3
<PAGE> 5
ELECTION OF DIRECTORS
Thirteen directors are to be elected at the meeting. The directors will hold
office until the next annual meeting of stockholders and until their successors
are elected.
The persons identified on pages 4 through 7 were nominated by the Board of
Directors upon the recommendation of the Nominating Committee. All nominees
currently serve on the Board of Directors. If any nominee is unable to serve as
a director, the people named in the proxy will vote for such other nominee as
may be designated by the Board of Directors or the Board of Directors may
decrease the number of directors. No nominee owns more than 1% of the
outstanding stock. Votes may be cast in favor of or withheld from each nominee.
If a quorum is present at the meeting, a nominee will be elected as a director
by receiving the affirmative vote of a majority of the stock represented (in
person or by proxy) at the meeting.
<TABLE>
<S> <C>
WILLIAM J. AVERY
[AVERY PICTURE] DIRECTOR SINCE 1997
</TABLE>
Mr. Avery, 57, chairman, chief executive officer and director of Crown Cork &
Seal Corporation.
Rohm and Haas Board Committees:
Corporate Responsibility, Executive Compensation, Nominating, Strategic Planning
<TABLE>
<S> <C>
DANIEL B. BURKE
[BURKE PICTURE] DIRECTOR SINCE 1986
</TABLE>
Mr. Burke, 69, director of Capital Cities/ABC, Inc. until February 1996;
previously chief executive officer, president and director of Capital
Cities/ABC, Inc. from 1990 to 1994; director of Consolidated Rail Corporation,
Darden Restaurants and Morgan Stanley, Dean Witter, Discover & Co.
Rohm and Haas Board Committees:
Corporate Responsibility, Executive Compensation, Nominating, Strategic Planning
4
<PAGE> 6
<TABLE>
<S> <C>
EARL G. GRAVES
[GRAVES PICTURE] DIRECTOR SINCE 1984
</TABLE>
Mr. Graves, 63, chairman and chief executive officer of Earl G. Graves Ltd.;
chairman and chief executive officer of Pepsi-Cola of Washington, D.C., L.P.;
publisher and editor of Black Enterprise magazine; General Partner, Black
Enterprise/Greenwich Street Fund; director of Aetna Life and Casualty Company,
AMR Corporation/American Airlines, Inc., Chrysler Corporation and Federated
Department Stores.
Rohm and Haas Board Committees:
Corporate Responsibility, Executive Compensation, Nominating, Strategic Planning
<TABLE>
<S> <C>
JAMES A. HENDERSON
[HENDERSON PICTURES] DIRECTOR SINCE 1989
</TABLE>
Mr. Henderson, 63, chairman, chief executive officer and director of Cummins
Engine Company, Inc. since 1995; chief executive officer, president and director
of Cummins Engine Company, Inc. from 1994 to 1995 and previously president,
chief operating officer and director of Cummins Engine Company, Inc.; director
of Ameritech Corporation, Inland Steel Industries, Inc. and Ryerson Tull, Inc.
Rohm and Haas Board Committees:
Audit, Finance, Nominating, Strategic Planning
<TABLE>
<S> <C>
JOHN H. MCARTHUR
[MCARTHUR PICTURE] DIRECTOR SINCE 1977
</TABLE>
Mr. McArthur, 63, George F. Baker Professor of Business Administration Emeritus,
Harvard Business School, formerly dean of Harvard Business School until
retirement in 1995; director of BCE, Inc., Cabot Corporation, Glaxo Wellcome
Plc., Springs Industries, Inc., The AES Corporation and Vincam Group, Inc.
Rohm and Haas Board Committees:
Audit, Finance, Nominating, Strategic Planning
<TABLE>
<S> <C>
JORGE P. MONTOYA
[MONTOYA PICTURE] DIRECTOR SINCE 1996
</TABLE>
Mr. Montoya, 51, executive vice president, The Procter & Gamble Company and
president, Procter & Gamble Latin America since 1995; group vice president, The
Procter & Gamble Company and president, Procter & Gamble Latin America from 1991
to 1995.
Rohm and Haas Board Committees:
Corporate Responsibility, Executive Compensation, Nominating, Strategic Planning
5
<PAGE> 7
<TABLE>
<S> <C>
SANDRA O. MOOSE
[MOOSE PICTURE] DIRECTOR SINCE 1981
</TABLE>
Dr. Moose, 56, senior vice president and director of The Boston Consulting
Group, Inc.; director of GTE Corporation and twenty-three investment companies
sponsored by The New England Funds.
Rohm and Haas Board Committees:
Corporate Responsibility, Executive, Executive Compensation, Nominating,
Strategic Planning
<TABLE>
<S> <C>
JOHN P. MULRONEY
[MULRONEY PICTURE] DIRECTOR SINCE 1982
</TABLE>
Mr. Mulroney, 62, president and chief operating officer of Rohm and Haas since
1986; director of Teradyne Inc. and Aluminum Company of America.
Rohm and Haas Board Committees:
Corporate Responsibility, Executive, Strategic Planning
<TABLE>
<S> <C>
GILBERT S. OMENN
[OMENN PICTURE] DIRECTOR SINCE 1987
</TABLE>
Dr. Omenn, 56, executive vice president for medical affairs, The University of
Michigan since 1997; dean of the School of Public Health and Community Medicine
at the University of Washington, Seattle and Professor of Medicine and Professor
of Environmental Health from 1982 until 1997; director of Amgen Inc., Immune
Response Corp., Nutraceutix, Inc. and Ostex International, Inc.
Rohm and Haas Board Committees:
Audit, Finance, Nominating, Strategic Planning
<TABLE>
<S> <C>
RONALDO H. SCHMITZ
[SCHMITZ PICTURE] DIRECTOR SINCE 1992
</TABLE>
Dr. Schmitz, 59, member of the Board of Managing Directors of Deutsche Bank AG
since 1991; vice chairman of Supervisory Board of Bertelsmann AG; director of
Glaxo Wellcome Plc. and chairman of Supervisory Board of Metallgesellschaft AG.
Rohm and Haas Board Committees:
Audit, Finance, Nominating, Strategic Planning
6
<PAGE> 8
<TABLE>
<S> <C>
ALAN SCHRIESHEIM
[SCHRIESHEIM PICTURE] DIRECTOR SINCE 1989
</TABLE>
Dr. Schriesheim, 68, director emeritus of Argonne National Laboratory since
1996; chief executive officer and director of Argonne National Laboratory from
1984 to 1996; director of HEICO Corporation.
Rohm and Haas Board Committees:
Corporate Responsibility, Executive Compensation, Nominating, Strategic Planning
<TABLE>
<S> <C>
MARNA C. WHITTINGTON
[WHITTINGTON PICTURE] DIRECTOR SINCE 1989
</TABLE>
Dr. Whittington, 50, chief operating officer, Morgan Stanley Institutional
Investment Management since 1996; partner of the investment management firm of
Miller, Anderson & Sherrerd from 1994 until acquired by Morgan Stanley in 1996;
head of the business core of Miller, Anderson & Sherrerd from 1992 to 1993;
director of Federated Department Stores.
Rohm and Haas Board Committees:
Audit, Executive, Finance, Nominating, Strategic Planning
<TABLE>
<S> <C>
J. LAWRENCE WILSON
[WILSON PICTURE] DIRECTOR SINCE 1977
</TABLE>
Mr. Wilson, 62, chairman and chief executive officer of Rohm and Haas since
1988; director of Mead Corporation, The Vanguard Group of Investment Companies
and Cummins Engine Company, Inc.
Rohm and Haas Board Committees:
Executive, Strategic Planning
7
<PAGE> 9
BOARD OF DIRECTORS
ORGANIZATION
The Board of Directors held five meetings in 1997. All directors attended at
least 75% of the meetings of the Board and committees on which they serve. The
committees of the Board, their functions and the number of meetings held in 1997
are:
AUDIT COMMITTEE (three meetings)--reviews the Company's annual financial
statements; selects the Company's independent accountants; approves audit and
non-audit fees of independent accountants; reviews their independence and
considers the scope of their audits and audit results, including review of the
auditors' management letter and the Company's response to that letter; considers
the adequacy of the Company's internal accounting control systems; reviews the
staffing and audit program of the internal auditing department; and reviews the
adequacy of the Company's policies and procedures with respect to compliance
with the Company's Code of Business Conduct.
CORPORATE RESPONSIBILITY COMMITTEE (two meetings)--establishes guidelines and
monitors management performance in meeting the Company's responsibilities to its
employees, its customers, the general public and the communities in which the
Company operates.
EXECUTIVE COMMITTEE (no meetings)--considers matters requiring Board action
between Board of Directors' meetings.
EXECUTIVE COMPENSATION COMMITTEE (four meetings)--reviews and approves
compensation plans and remuneration arrangements for senior management and
directors and oversees the administration of executive compensation plans. A
subcommittee makes decisions in accordance with requirements of section 162(m)
of the Internal Revenue Code of 1986, as amended.
FINANCE COMMITTEE (six meetings)--reviews the financial strategy of the
Company, particularly its policies for capital structure, dividend payout, and
return on assets; approves and recommends to the Board of Directors all dividend
payments; considers the Company's financing plans; reviews the Company's foreign
financial programs and currency exposure policies and practices; and provides
oversight to the Benefits Investment Committee.
NOMINATING COMMITTEE (three meetings)--determines corporate governance
policies, monitors the program for top management succession; evaluates the
performance of the chief executive officer, other executive officers and the
Board of Directors; and recommends the composition of the Board of Directors and
nominees for membership on the Board. The Committee will consider Board
nominations submitted by stockholders if names and biographical data are
submitted in writing to the Committee.
STRATEGIC PLANNING COMMITTEE(one meeting)--reviews and approves the Company's
long-term plans, strategies and resource allocations as well as
intermediate-term operating plans.
8
<PAGE> 10
COMPENSATION
Directors who are employees of the Company do not receive compensation for
their services as directors.
In 1998, non-employee directors will receive $40,200 and 489.8258 "Deferred
Stock Shares." Directors who chair board committees will receive an additional
$3,000. Directors may elect to defer all or part of their cash compensation into
"Deferred Stock Shares."
"Deferred Stock Shares" are units credited to a director's deferred stock
account under the Rohm and Haas Company 1997 Non-Employee Directors' Stock Plan.
One Deferred Stock Share entitles the director to one share of Company common
stock when the director leaves the Board. Each director may elect to receive the
stock immediately after leaving the Board or in annual installments over a
period of up to 10 years after leaving the Board. The number of Deferred Stock
Shares to which a director is entitled was calculated by dividing $40,200 by a
stock price projected by a trend line analysis of the average of the quarterly
high and low stock prices over the preceding 40 quarters. While Deferred Stock
Shares do not entitle directors to vote, each Deferred Stock Share is credited
on each dividend payment date with Deferred Stock Shares equal to the applicable
dividend payable on the Company common stock.
In addition, all non-employee directors are reimbursed for their travel
expenses to board meetings. Dr. Omenn received an annual fee of $6,000 for his
services as chair of the Company's Environmental Advisory Council.
OTHER INFORMATION AND BUSINESS RELATIONSHIPS--Dr. Schmitz is a member of the
Executive Committee of the Global Corporate and Institutional Division of
Deutsche Bank which may perform investment banking services for the Company
during 1998. The Company has a revolving credit agreement with Deutsche Bank
under which the Company and its subsidiaries may borrow up to $35 million. The
Company and its subsidiaries also have other banking relationships with Deutsche
Bank in the normal course of business. Dr. Schmitz is a member of the board of
managing directors of Deutsche Bank. The equity fund in the Company's Savings
Plan is invested in The Vanguard Index 500 Fund. Mr. Wilson is a director of The
Vanguard Group of Investment Companies. Mr. Montoya is an executive vice
president of The Procter & Gamble Company, a customer of the Company and its
subsidiaries.
9
<PAGE> 11
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION ------------------------------------
------------------------------ AWARDS PAYOUTS
OTHER --------------- ------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
NAME AND COMPEN- STOCK UNDERLYING LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------
(1) (2) (1)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Lawrence Wilson 1997 $756,250 $1,182,960 $ 0 $ 0 24,400 $266,131 $ 33,785(3)
Chairman & CEO 1996 681,500 578,733 0 200,000 26,400 250,280 11,416
1995 616,000 368,551 0 0 13,200 258,254 10,592
J. Michael Fitzpatrick 1997 $294,000 $ 299,174 $ 0 $ 0 6,634 $ 87,200 $ 13,520(4)
Vice President 1996 240,500 131,296 0 0 4,700 63,912 7,285
1995 191,583 73,678 0 0 2,700 41,915 6,447
Rajiv L. Gupta 1997 $294,000 $ 299,174 $ 0 $ 0 6,634 $ 87,200 $ 12,651(5)
Vice President 1996 240,500 131,296 0 0 4,700 63,912 6,596
1995 198,167 73,678 0 0 2,700 42,931 6,414
John P. Mulroney 1997 $515,750 $ 667,814 $ 0 $ 0 14,100 $177,251 $ 19,293(6)
President 1996 472,000 392,164 0 0 15,300 167,867 5,518
1995 439,000 226,341 0 0 8,900 168,592 8,605
Charles M. Tatum 1997 $294,000 $ 299,174 $ 0 $ 0 6,634 $ 87,200 $ 8,133(7)
Vice President 1996 240,000 131,296 0 0 4,700 63,912 6,842
1995 196,500 73,678 0 0 2,700 45,825 6,450
Basil A. Vassiliou 1997 $343,500 $ 387,504 $93,970 $200,000 6,900 $ 96,703 $ 64,402(8)
Vice President 1996 313,500 226,600 26,911 0 7,500 93,278 51,620
1995 279,250 130,060 2,233 0 5,100 91,539 55,140
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) A portion of both the annual bonus and long-term plan payout is paid in
restricted stock, valued at fair market value as of the first business day
of the month of grant, in lieu of cash, and is included in the amounts shown
in the table in the Bonus and LTIP Payouts columns. The total number (and
value) of restricted shares granted during the last five years in lieu of
cash bonuses and held at the end of 1997 (which excludes 1998 grants made in
lieu of a portion of the 1997 annual and long-term bonus awards) for the
named executive officers were: Dr. Fitzpatrick, 773 ($74,015); Mr. Gupta,
773 ($74,015); Mr. Mulroney,12,985($1,243,314); Dr. Tatum, 773 ($74,015);
Dr. Vassiliou, 6,060 ($580,245) and Mr. Wilson, 25,869 ($2,476,957).
Dividends are paid currently on restricted shares and such shares may be
voted.
(2) Reimbursement for tax liabilities related to payments for assignment outside
of home country.
(3) Includes the company match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $27,951 and a benefit bonus of $5,834
paid in lieu of certain benefits provided at Company expense to other
employees.
(4) Includes the company match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $11,310 and a benefit bonus of $2,210
paid in lieu of certain benefits provided at Company expense to other
employees.
(5) Includes the company match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $11,310 and a benefit bonus of $1,341
paid in lieu of certain benefits provided at Company expense to other
employees.
(6) Includes the company match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $19,293.
(7) Includes the company match under the Employee Stock Ownership/Savings Plan
of $6,486 and a benefit bonus of $1,647 paid in lieu of certain benefits
provided at Company expense to other employees.
(8) Includes the company match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $13,092, a benefit bonus of $1,146 paid
in lieu of certain benefits provided at Company expense to other employees
and $50,164 for certain other expenses related to assignment outside his
home country as allowed under the Company's international personnel policy.
10
<PAGE> 12
OPTION GRANTS IN 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS GRANT DATE VALUE
- ------------------------------------------------------------------------------------ ----------------
NUMBER OF % OF
SECURITIES TOTAL EXERCISE
UNDERLYING OPTIONS OR GRANT DATE
OPTIONS GRANTED TO BASE PRESENT
GRANTED EMPLOYEES PRICE EXPIRATION VALUE
NAME (#) IN 1997 ($/SH.) DATE ($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(1) (2)
J. L. Wilson 24,400(3) 12.2% $81.7500 Jan. 6, 2007 $537,776
J. M. Fitzpatrick 4,400(3) 2.2% 81.7500 Jan. 6, 2007 96,976
2,234(4) 1.1% 88.5313 July 7, 2007 57,526
R. L. Gupta 4,400(3) 2.2% 81.7500 Jan. 6, 2007 96,976
2,234(4) 1.1% 88.5313 July 7, 2007 57,526
J. P. Mulroney 14,100(3) 7.1% 81.7500 Jan. 6, 2007 310,764
C. M. Tatum 4,400(3) 2.2% 81.7500 Jan. 6, 2007 96,976
2,234(4) 1.1% 88.5313 July 7, 2007 57,526
B. A. Vassiliou 6,900(3) 3.5% 81.7500 Jan. 6, 2007 152,076
</TABLE>
- --------------------------------------------------------------------------------
(1) The exercise price is the average of the high and low New York Stock
Exchange prices for Rohm and Haas common stock on the grant dates.
(2) Grant date values are estimated using the Black-Scholes option pricing
model. Assumptions used for the Black-Scholes model are as follows:
For options granted January 6, 1997:
<TABLE>
<S> <C> <C> <C>
Risk-free interest rate: 6.47% Volatility: 0.2031
Dividend yield: 2.60% Time to exercise: 7 years
</TABLE>
For options granted July 7, 1997:
<TABLE>
<S> <C> <C> <C>
Risk-free interest rate: 6.28% Volatility: 0.2364
Dividend yield: 2.52% Time to exercise: 7 years
</TABLE>
Although executives face uncertain risks of forfeiture, these risks are not
considered in estimating the grant date values.
(3) Options granted on January 6, 1997 are exercisable on January 6, 1998.
(4) Options granted on July 7, 1997 are exercisable on July 7, 1998.
AGGREGATED OPTION EXERCISES IN 1997
AND DECEMBER 31, 1997 OPTION VALUE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY
ON VALUE OPTIONS AT FY-END OPTION AT FY-END
EXERCISE REALIZED UNEXERCISABLE/EXERCISABLE UNEXERCISABLE/EXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. L. Wilson 18,041 $1,067,445 24,400 90,353 $341,600 $3,926,180
J. M. Fitzpatrick 2,267 99,461 6,634 14,102 77,727 525,545
R. L. Gupta 2,046 72,168 6,634 12,454 77,727 443,330
J. P. Mulroney 21,910 1,285,888 14,100 54,622 197,400 2,353,923
C. M. Tatum 1,350 64,800 6,634 17,017 77,727 711,366
B. A. Vassiliou 4,684 233,753 6,900 20,636 96,600 755,679
</TABLE>
- --------------------------------------------------------------------------------
11
<PAGE> 13
LONG-TERM INCENTIVE PLAN AWARDS IN 1997(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ESTIMATED FUTURE
PAYOUTS UNDER NON-STOCK
NUMBER OF PERFORMANCE OR PRICE-BASED PLANS
SHARES, UNITS OTHER PERIOD ---------------------------
OR OTHER RIGHTS UNTIL MATURATION THRESHOLD TARGET
NAME (#) OR PAYOUT ($) ($)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. L. Wilson $283,000 12/31/99 $141,500 $283,000
J. M. Fitzpatrick 64,500 12/31/99 32,250 64,500
R. L. Gupta 64,500 12/31/99 32,250 64,500
J. P. Mulroney 188,700 12/31/99 94,350 188,700
C. M. Tatum 64,500 12/31/99 32,250 64,500
B. A. Vassiliou 102,900 12/31/99 51,450 102,900
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Long-term bonus awards are payable in cash and restricted stock. Awards are
determined by multiplying a bonus standard for the executive's level times
the "Corporate Performance Factor." The "Corporate Performance Factor" is
the product of the multiplication of two ratios: 1) the Company's three-year
average return on equity (ROE) divided by 13%; and 2) the Company's
cumulative total return to shareholders over a five-year period ending on
the last day of the three year cycle divided by the cumulative total return
to shareholders (over the same period) of the S&P Chemicals Index.
The numbers shown in the column titled "Number of Shares, Units or Other
Rights" are the bonus standards in dollar amounts set so that resulting
bonuses combined with gains from stock options granted at the same time will
produce total long-term compensation slightly below the median level
provided by other industrial companies of like size and profitability, if
the Company just meets performance targets.
No payouts are allowed if the Corporate Performance Factor is less than 0.5.
The payouts in the Threshold column are based on a Corporate Performance
Factor of 0.5. Payouts in the Target column assume the Company's performance
matches both the 13% ROE target and the cumulative total return to
shareholders of the S&P Chemicals Index. There is no maximum performance
limit and, therefore, no maximum award.
PENSION PLAN TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000 $118,461 $157,948 $197,435 $ 200,000 $ 206,409 $ 235,896
600,000 178,461 237,948 297,435 300,000 311,409 355,896
800,000 238,461 317,948 397,435 400,000 416,409 475,896
1,000,000 298,461 397,948 497,435 500,000 521,409 595,896
1,200,000 358,461 477,948 597,435 600,000 626,409 715,896
1,400,000 418,461 557,948 697,435 700,000 731,409 835,896
1,600,000 478,461 637,948 797,435 800,000 836,409 955,896
1,800,000 538,461 717,948 897,435 900,000 941,409 1,075,896
2,000,000 598,461 797,948 997,435 1,000,000 1,046,409 1,195,896
- ------------------------------------------------------------------------------------
</TABLE>
This table shows the approximate aggregate annual pension benefit under the
Pension Plan for Salaried Employees and the supplemental Executive Pension
Parity Plan assuming retirement at age 65. The Remuneration column represents
the average salary which is based on the highest consecutive 36-month base
salary, and the annual bonus which is the average of the bonuses earned under
the annual bonus plan in the seven years prior to retirement, excluding the
highest and lowest of those bonuses. The table includes offsets for Social
Security. As of December 31, 1997, the years of credited service on which
benefits are based for the named executives are: Dr. Fitzpatrick, 22 years; Mr.
Gupta, 26 years; Mr. Mulroney, 40 years; Dr. Tatum, 18 years; Dr. Vassiliou, 37
years; Mr. Wilson, 32 years.
12
<PAGE> 14
REPORT ON EXECUTIVE COMPENSATION
COMPENSATION POLICIES
The Executive Compensation Committee is responsible for assuring appropriate
compensation of the Company's executive officers; a subcommittee makes decisions
in accordance with requirements of section 162(m) of the Internal Revenue Code
of 1986, as amended ("162(m)") and Section 16 of the Securities Exchange Act of
1934, as amended ("Section 16") (collectively called the "Committee").
Total compensation of Company executives is based on corporate and individual
performance. For 1997, corporate performance was measured by the Company's
return on net assets ("RONA") and by the Company's return on equity ("ROE")
compared to other chemical companies and to the long-term returns of a broad
range of U.S. companies.
Individual performance is measured primarily by results achieved compared to
objectives agreed to at the start of the year. For the CEO and other executive
officers, these objectives and the results achieved are reviewed by the
Nominating Committee and its findings are communicated to the Committee which
determines the compensation consequences. Incentive compensation is paid in cash
and restricted stock and by use of stock options.
Under the plans used in 1997, when the Company just meets performance norms
established by the Committee, the Committee intends executive compensation to be
slightly below the median levels of our competitors' compensation. As the
Company's performance moves beyond those norms and the performance of our
competitors, the Committee intends our executive compensation to move toward the
high end of our competitors' compensation. If the Company's performance should
fall below those norms, the Committee intends executive compensation to fall
toward the low end of our competitors' compensation. The formulas in the plans
described below are designed to achieve these results.
It is the Committee's intention that all compensation paid to executive
officers be fully deductible under the Internal Revenue Code of 1986, as
amended.
SALARIES--Executive salaries are established under the same system used for
most Company salaried employees. Individual salaries are targeted to an amount,
based on the person's performance against established objectives, in a salary
range for that person's level. The salary range for each level is centered
around the median salary for comparable positions in other industrial companies
of generally the same size and profitability as determined through widely used
surveys.
ANNUAL BONUSES--All employees were paid annual bonuses under the Annual Bonus
Plan approved by stockholders in 1997. Awards under this plan are based on an
employee's salary and level, and the Company's performance as measured by its
RONA. RONA is the performance standard used internally to measure the
performance of the Company's businesses and is a good measure of employees'
performance in using Company assets to further business objectives.
Each year, the Committee establishes a RONA performance goal for the Company.
For 1997, the established RONA goal was 11%. Bonuses under the plan are
determined by a bonus target established for each employee level. The bonus
target represents the percentage of the employee's salary awarded as a bonus if
the Company meets the established 11% RONA goal. No bonus is paid when the
Company's RONA is less than 6%.
LONG-TERM BONUSES--The long-term bonus is based on a three year cycle.
Although stockholders approved a new Long-Term Bonus Plan in 1997, payouts this
year still resulted from two previous plans which have been discontinued. Three
top executives participated in the Top Executive Long-Term Award Plan ("TELTAP")
approved by stockholders in 1994. The bonuses under this plan are determined by
the following formula: the product of a
13
<PAGE> 15
corporate factor for the three-year period times a long-term bonus standard. The
corporate factor for the long-term plan is determined by relating the Company's
three-year ROE (adjusted for certain unusual items) to the three-year ROE of
companies in the Value-Line Industrial Composite and to the greater of 13% or
the Value-Line Industrial Composite three-year average less 2%. For the cycle
ending in 1997, the long-term corporate factor was 1.016. The bonus standards
for the long-term award are dollar amounts that are set to pay bonuses, when
combined with the stock options granted, slightly below the median of bonuses
paid by other industrial companies of generally the same size and profitability,
if the Company just meets performance norms.
All other executives (approximately 70 people) participated in the Long-Term
Award Plan. Bonuses under this plan are determined by the following formula: the
product of the average of the individual's performance ratings over the
three-year period times a corporate factor for the three-year period times a
long-term bonus standard. The determination of the bonus standards is the same
as under TELTAP. The corporate factor for this plan is determined by relating
the Company's three-year ROE (adjusted for certain unusual items) to the
three-year ROE of companies in the Value-Line Industrial Composite and to an
absolute ROE standard set by the Committee at 13%. For the cycle ending in 1997,
the long-term corporate factor was 1.432.
STOCK--Participants in the Amended Rohm and Haas Stock Option Plan of 1992
received stock options with an exercise price equal to the average of the high
and low prices on the New York Stock Exchange on the date of grant. The
Committee determines guidelines for the granting of stock options so that the
value of the stock options granted combined with long-term bonus awards would
pay slightly below the median of total long-term compensation of other
industrial companies of generally the same size and profitability at target
performance. Stock options are granted to approximately 75 executives. Ten
executive officers received a portion of their annual and long-term bonuses in
restricted stock in lieu of cash. The restrictions lapse after a five-year
period.
BENEFITS--The benefits provided for executives are in line with those of all
parent company employees and with those provided by other large chemical
companies.
PERFORMANCE OF THE COMPANY AND ITS CHIEF EXECUTIVE OFFICER
Chief Executive Officer J. Lawrence Wilson led the Company to excellent
financial performance in 1997. Return on equity and per share earnings both
attained record levels. A four-year effort to enhance financial performance
continues to show results with yet another double-digit earnings increase.
Improvements made since 1993 have enabled the Company to increase gross profit
margin from 33.5% to 36.4% and sales, administrative and research costs have
also improved from 24% of sales to 21% of sales. A focus on capital deployment
and operating discipline yielded substantial savings in capital spending. The
Company's portfolio was strengthened with new alliances in Electronic Chemicals.
The Company expanded the role of Responsible Care when, for a second year, it
invited a third party review of its product stewardship and Responsible Care
practices. Effectiveness in community outreach was evident with progress in
opinion polls conducted at major U.S. sites. In 1997, Mr. Wilson culminated his
seven year tenure serving the U.S. chemical industry by serving as Chairman of
the Chemical Manufacturers Association (CMA).
The Committee believes Mr. Wilson has produced significant and sustainable
results for Rohm and Haas Company. His leadership of Rohm and Haas personifies
the highest ethical standards and conduct. Mr. Wilson has surpassed the
objectives established by the Nominating Committee at the outset of the year.
14
<PAGE> 16
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The Committee established a salary increase of $75,000 early in 1997 for Mr.
Wilson based on the increase in the Company's salary ranges between 1996 and
1997, Mr. Wilson's long-term performance and the Committee's expectations of his
future performance.
Mr. Wilson's annual bonus for 1997 was determined by multiplying the corporate
RONA performance multiplier of 96% times the bonus standard established by the
Committee at the beginning of the year resulting in $1,182,960, half paid in
cash and half paid in restricted stock under the Rohm and Haas Restricted Stock
Plan of 1992.
Mr. Wilson's long-term bonus for the 1995-97 period was the product of the
three-year corporate performance factor of 1.016 times a long-term bonus
standard established by the Committee before the beginning of the period. Half
of the resulting $266,131 award was paid in cash and half in restricted stock
under the Rohm and Haas Restricted Stock Plan of 1992.
Mr. Wilson's 1997 stock option grant followed the Committee's guidelines and
has an exercise price equal to the fair market price on the date granted.
EXECUTIVE COMPENSATION COMMITTEE--Daniel B. Burke, Chairman, William J. Avery,
Earl G. Graves, Jorge P. Montoya, Sandra O. Moose, Alan Schriesheim.
CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
ROHM AND HAAS COMPANY, S&P 500 INDEX, S&P CHEMICAL INDEX AND S&P SPECIALTY
CHEMICAL INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P SPEC.
(FISCAL YEAR COVERED) ROH S&P CHEMICAL CHEM S&P 500
<S> <C> <C> <C> <C>
12/31/92 100.00 100.00 100.00 100.00
1/29/93 100.70 96.46 101.78 100.84
2/26/93 109.03 98.10 103.30 102.21
3/31/93 100.80 99.09 106.35 104.37
4/30/93 113.26 105.30 104.14 101.84
5/31/93 108.94 106.98 107.49 104.56
6/30/93 101.38 101.62 106.50 104.86
7/30/93 94.29 102.97 106.65 104.44
8/31/93 103.70 107.45 107.35 108.40
9/30/93 95.85 104.64 105.13 107.54
10/29/93 95.61 106.55 112.09 109.76
11/30/93 104.13 109.39 113.00 108.72
12/31/93 113.94 111.83 113.85 110.04
1/31/94 109.39 123.42 122.61 113.78
2/28/94 110.06 120.99 121.52 110.69
3/31/94 105.24 118.44 112.58 105.87
4/29/94 110.30 125.45 105.26 107.23
5/31/94 117.96 133.49 98.97 108.98
6/30/94 120.63 128.20 95.44 106.32
7/29/94 125.47 133.33 101.84 109.80
8/31/94 121.34 139.94 103.90 114.30
9/30/94 111.35 137.72 100.97 111.51
10/31/94 118.41 137.64 100.49 114.00
11/30/94 109.34 124.95 95.73 109.86
12/30/94 112.03 129.43 99.39 111.49
1/31/95 106.40 124.02 100.35 114.37
2/28/95 110.80 133.57 107.19 118.83
3/31/95 116.47 142.60 113.31 122.33
4/28/95 114.75 147.20 116.40 125.93
5/31/95 116.96 152.39 125.91 130.95
6/30/95 109.01 154.59 122.45 133.99
7/31/95 115.47 157.45 125.71 138.43
8/31/95 119.51 157.08 130.75 138.78
9/29/95 120.76 163.32 129.83 144.63
10/31/95 110.51 153.48 120.33 144.11
11/30/95 121.33 163.90 130.13 150.43
12/29/95 129.64 168.95 130.63 153.33
1/31/96 139.46 180.66 135.57 158.54
2/29/96 141.04 186.74 142.01 160.02
3/29/96 134.71 201.78 146.29 161.56
4/30/96 134.45 198.60 142.16 163.94
5/31/96 138.07 196.45 142.66 168.16
6/28/96 127.88 192.79 137.91 168.80
7/31/96 121.26 188.64 129.26 161.35
8/30/96 128.29 195.76 132.86 164.67
9/30/96 134.44 210.22 143.40 174.02
10/31/96 146.50 214.82 141.73 178.82
11/29/96 164.36 225.02 145.98 192.32
12/31/96 168.49 219.42 141.48 188.51
1/31/97 169.26 233.38 136.13 200.28
2/28/97 190.83 235.51 140.55 201.86
3/31/97 155.31 230.39 138.42 193.58
4/30/97 172.68 240.99 137.98 205.12
5/30/97 179.84 248.75 145.66 217.61
6/30/97 187.79 268.75 151.54 227.35
7/31/97 204.34 290.79 159.52 245.43
8/29/97 200.82 270.89 159.95 231.69
9/30/97 201.08 269.00 167.59 244.38
10/31/97 174.62 257.78 161.65 236.22
11/28/97 193.75 270.70 165.49 247.15
12/31/97 201.78 270.92 174.28 251.39
</TABLE>
Source: Standard & Poor
This comparison of five-year cumulative total return assumes $100 invested on
December 31, 1992 in Rohm and Haas Company Common Stock, S&P 500 Composite
Index, S&P Chemical Index and S&P Specialty Chemical Index and the reinvestment
of dividends.
15
<PAGE> 17
PROPOSAL FOR AN INCREASE IN AUTHORIZED COMMON SHARES
The Board of Directors recommends that the stockholders approve the following
resolution to increase the number of shares of common stock the Company is
authorized to issue from 100 million to 200 million shares:
RESOLVED: That the Restated Certificate of Incorporation of the
Company be amended by changing the reference to the Common Stock
only in Article IV from "100,000,000 shares of Common Stock, of the
par value of $2.50 per share" to "200,000,000 shares of Common
Stock, of the par value of $2.50 per share."
On March 6, 1998, the Company had issued 78,652,380 shares of common stock of
which 60,652,392 were outstanding and 17,999,988 were in treasury. Although
there are no present plans to issue additional shares, the Board of Directors
has determined that it is advisable for the stockholders to approve this
resolution to have shares available for such corporate purposes as stock splits,
equity financing, acquisitions and stock options. Authorizing additional shares
avoids the delay and expense of a special stockholders' meeting if opportunities
arise which would require the issuance of shares in excess of the present limit.
The additional shares of common stock for which authorization is sought would
have rights equivalent to the shares of common stock now authorized. If the
amendment is approved, the Board of Directors generally would be permitted to
issue up to the new 200 million share limit without further stockholder
approval.
This amendment of the Certificate of Incorporation requires the approval of a
majority of the outstanding common stock and a majority of the outstanding stock
of the Company. Abstentions will be counted as negative votes.
16
<PAGE> 18
STOCK OWNERSHIP
The following table lists the beneficial owners of more than 5% of the
outstanding shares of the common and $2.75 cumulative convertible preferred
stock of the Company.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY CLASS
STOCKHOLDERS CLASS OWNED OUTSTANDING
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John C. Haas, John O. Haas, William D. Haas and Thomas W. common 10,349,629(2) 17.06%
Haas and two income trusts of which they, together with
Mellon Bank (East) N.A., are trustees(1)
Four charitable income trusts and a charitable foundation of common 11,815,772(3) 19.48%
which John C. Haas, John O. Haas, William D. Haas and
Thomas W. Haas, together or individually, are trustees or
directors with others(1)
Rohm and Haas Company Employee Stock Ownership Plan(4), 100 common 5,996,779 9.89%
Independence Mall West, Philadelphia, PA 19106
Lucia H. Shipley and Charles R. Shipley, Jr.(5) preferred 1,934,105 76.67%
William H. MacCrellish, Jr.(6) preferred 300,556 11.91%
Rohm and Haas Company Pension Plan, 100 Independence Mall preferred 188,680 7.48%
West, Philadelphia, PA 19106
</TABLE>
- --------------------------------------------------------------------------------
(1) John C. Haas, whose address is Rohm and Haas Company, 100 Independence Mall
West, Philadelphia, PA 19106, is a retired officer and director of the
Company. John O. Haas, 425 Lombard St., Philadelphia, PA 19147, William D.
Haas, P. O. Box 125, Bear Creek, PA 18602 and Thomas W. Haas, 583 Bay Road,
Durham, NH 03824, are the sons of the late F. Otto Haas and the nephews of
John C. Haas.
(2) John C. Haas, John O. Haas, William D. Haas and Thomas W. Haas, and their
spouses, own directly 124,585, 125,625, 106,120 and 198,371 shares
respectively. Together with Mellon Bank they have voting and investment
power over 9,794,928 shares in the two income trusts.
(3) John C. Haas has sole voting power, and together with John O. Haas, William
D. Haas, Thomas W. Haas and CoreStates Bank, N.A., has investment power over
9,163,380 shares in two charitable trusts. John C. Haas shares voting and
investment power with other trustees in a third charitable trust holding
1,161,384 shares and John O. Haas, William D. Haas and Thomas W. Haas share
voting and investment power with another trustee in a fourth charitable
trust holding 1,161,384 shares. John O. Haas, William D. Haas and Thomas W.
Haas share voting and investment power with other corporate members and
directors of The William Penn Foundation which holds 329,624 shares. They
disclaim beneficial interest in these trusts and foundation.
(4) 1,213,527 of the shares have been allocated to employee accounts.
(5) Lucia H. Shipley and Charles R. Shipley, Jr., 3507 West Gulf Drive, Sanibel,
FL 33957, are spouses. The Lucia H. Shipley 1993 Revocable Trust, of which
Mrs. Shipley is the trustee, and the Charles R. Shipley, Jr. 1993 Revocable
Trust, of which Mr. Shipley is the trustee, own 948,407 and 948,402 shares,
respectively, of Preferred Stock. As Shipley Institute of Medicine
directors, Mr. and Mrs. Shipley, together with others, share investment and
voting power in 37,296 shares owned by the Institute. The Institute's
Preferred Stock, beneficial ownership of which is disclaimed by Mr. and Mrs.
Shipley, is also shown in the table to be beneficially owned by Mr.
MacCrellish.
(6) Mr. MacCrellish, Of Counsel to Nutter, McClennen & Fish, LLP, One
International Place, Boston, MA 02110-2699, owns directly 10,390 shares of
Preferred Stock and together with others shares investment and voting power
in 290,166 shares of Preferred Stock held by Shipley Institute of Medicine,
the Shipley Company Profit-Sharing Plan and eight Shipley family trusts of
which he is a director and trustee, respectively. He disclaims beneficial
interest in the trusts, the Savings Plan and the Institute.
EXECUTIVE OFFICERS AND DIRECTORS
STOCK OWNERSHIP GUIDELINES--Effective January 1, 1997, the Board of Directors
approved stock ownership guidelines requiring all executives to own amounts of
the Company's common stock equal to one-half to 5 times the amount of annual
salary, depending on the executive's level. Executives have three years to bring
their stock holdings up to the required level.
17
<PAGE> 19
OWNERSHIP--The following table lists the shares of Company common stock owned
by the listed executive officers, the directors and all executive officers and
directors as a group as of March 6, 1998.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME SHARES BENEFICIALLY OWNED(1)
<S> <C>
- ------------------------------------------------------------------------------
W. J. Avery 1,526 (including 1,026 Deferred Stock
Shares)
G. B. Beitzel(2) 4,879 (including 3,420 Deferred Stock
Shares)
D. B. Burke 6,841 (including 3,723 Deferred Stock
Shares)
J. M. Fitzpatrick 26,737 (including 18,502 exercisable
options)
E. G. Graves 4,474 (including 2,061 Deferred Stock
Shares)
R. L. Gupta 25,223 (including 15,454 exercisable
options)
J. A. Henderson 4,354 (including 2,149 Deferred Stock
Shares)
J. H. McArthur 2,710 (including 2,238 Deferred Stock
Shares)
P. F. Miller(2) 21,825 (including 3,789 Deferred
Stock Shares)
J. P. Montoya 2,533 (including 2,114 Deferred Stock
Shares)
S. O. Moose 4,041 (including 1,669 Deferred Stock
Shares)
J. P. Mulroney 113,892 (including 53,076 exercisable
options)
G. S. Omenn 6,920 (including 2,635 Deferred Stock
Shares)
R. H. Schmitz 2,360 (including 1,471 Deferred Stock
Shares)
A. Schriesheim 4,427 (including 2,222 Deferred Stock
Shares)
C. M. Tatum 30,776 (including 21,417 exercisable
options)
B. A. Vassiliou 36,620 (including 24,336 exercisable
options)
M. C. Whittington 4,808 (including 1,347 Deferred Stock
Shares)
J. L. Wilson 190,291 (including 108,904
exercisable options)
All executive officers and directors 732,693(3)
as a group
</TABLE>
----------------------------------------------------------
(1) Shares beneficially owned by officers include
exercisable options; shares beneficially owned by
directors include Deferred Stock Shares granted under
the 1997 Non-Employee Directors' Stock Plan.
(2) Mr. Beitzel and Mr. Miller, both directors and members
of the Audit, Finance, Nominating and Strategic
Planning Committees, have reached mandatory retirement
age and are not standing for reelection.
(3) Includes 403,032 exercisable options, 30,109 shares
allocated under the Company savings plan or ESOP,
88,136 restricted shares and 29,864 shares of Deferred
Stock. All executive officers and directors as a group
own 1.19% of the outstanding common stock. One
executive officer owns 295 shares of $2.75 cumulative,
convertible preferred stock through the Shipley
Company Profit-Sharing Plan; no other executive
officer or director owns preferred stock.
18
<PAGE> 20
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
The Company believes that all its executive officers and directors have
complied with all Section 16 filing requirements during 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has not made a final decision as to the selection of its
independent public accountants for 1998 and is considering as potential
candidates several public accounting firms including its current accountants,
KPMG Peat Marwick LLP.
A representative of KPMG Peat Marwick LLP will attend the annual meeting and
will have the opportunity to make a statement and respond to appropriate
questions from stockholders.
OTHER BUSINESS
The Board of Directors is not aware of any other business to be presented at
the meeting for stockholder action. If other matters arise at the meeting, the
shares represented by duly executed proxies will be voted in the best judgment
of the persons named in the proxy.
1999 ANNUAL MEETING PROPOSALS
Proposals from stockholders intended to be presented at the annual meeting in
1999 must be received by the Secretary of the Company by November 25, 1998.
19
<PAGE> 21
ROHM AND HAAS COMPANY
NOTICE OF 1998 ANNUAL MEETING
AND PROXY STATEMENT
[RECYCLED PAPER SYMBOL]
THIS DOCUMENT HAS BEEN PRINTED ENTIRELY
ON RECYCLED PAPER. [ROHM AND HAAS COMPANY LOGO]
<PAGE> 22
<TABLE>
<S> <C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. Election of Directors.
========================= Nominees: For All With- For All
ROHM AND HAAS COMPANY Nominees hold Except
========================= W.J. Avery S.O. Moose
D.B. Burke J.P. Mulroney [ ] [ ] [ ]
Mark box at right if an address change or [ ] E.G. Graves G.S. Omenn
comment has been noted on the reverse side of J.A. Henderson R.H. Schmitz
this card. J.H. McArthur A. Schriesheim
J.P. Montoya M.C. Whittington
J.L. Wilson
Instructions: To withhold authority to vote for any
nominee, mark the "For All Except" box and strike a
line through the name(s) of the nominee(s) in the list
provided above.
For Against Abstain
2. Proposal to increase the number [ ] [ ] [ ]
of authorized shares of Common
Stock.
3. In their discretion on such other business as may
properly come before the meeting.
----------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------
- -----Stockholder sign here ------------------Co-owner sign here-----
DETACH CARD DETACH CARD
</TABLE>
ROHM AND HAAS COMPANY
Proxy for Annual Meeting of Stockholders
May 4, 1998
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints S.O. Moose, J.P. Mulroney and J.L. Wilson,
and each of them, with power of substitution, as proxies at the annual meeting
of stockholders of ROHM AND HAAS COMPANY to be held on May 4, 1998, and at any
adjournment thereof, and to vote shares of stock of the company which the
undersigned would be entitled to vote if personally present. If the
undersigned participates in the Rohm and Haas Employees Savings Plan, the
undersigned also hereby directs the Trustees of the Employee Stock Ownership
Trust and the Non-ESOP Thrift Fund to vote shares held in the Trusts as
indicated on this card; failure to return this proxy constitutes an instruction
to the Trustees to vote shares as directed by other participants.
This proxy will be voted as directed with respect to the proposals referred to
in Items 1 and 2 on the reverse side, but in the absence of such direction,
this proxy will be voted FOR the election of all nominees for director listed in
Item 1, and FOR the proposal referred to in Item 2.
------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on this proxy card. Joint
owners should each sign personally. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- ------------------------------------
- ---------------------------------- ------------------------------------
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