<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
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:
<TABLE>
<S> <C>
/ / PRELIMINARY PROXY STATEMENT / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
/X/ DEFINITIVE PROXY STATEMENT
/ / DEFINITIVE ADDITIONAL MATERIALS
/ / SOLICITING MATERIAL PURSUANT TO SEC.240.14A-11(C) OR SEC.240.14A-12
</TABLE>
RUBBERMAID
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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> 2
[Rubbermaid Logo]
RUBBERMAID INCORPORATED
1147 AKRON ROAD
WOOSTER, OHIO 44691
- ---------
Dear Shareholder:
- -------------------------------------------------------------------------------
You are cordially invited to attend the Annual Meeting of Shareholders
to be held at Fisher Auditorium, Ohio Agricultural Research and
Development Center, Wooster, Ohio at 9:00 a.m., on April 25, 1995.
The Notice of Annual Meeting of Shareholders and the Proxy Statement
describe the matters to be acted upon at the meeting. Regardless of the
number of shares you own, your vote on these matters is important.
Whether or not you plan to attend the meeting, we urge you to mark your
choices on the enclosed proxy card and to sign and return it in the
envelope provided. If you later decide to vote in person at the meeting,
you will have an opportunity to revoke your proxy and vote by ballot.
Admission to the meeting will be by admission card only. If you plan
to attend please mark the appropriate box on the enclosed proxy card so
that we can mail an admission card to you in advance of the meeting. If
you are a stockholder whose shares are not registered in your own name
please write the Corporate Secretary, 1147 Akron Road, Wooster, Ohio
44691 to request an admission card furnishing proof of shareholder
status, such as a bank or brokerage firm account number.
We look forward to seeing you at the meeting.
Sincerely yours,
Wolfgang R. Schmitt
WOLFGANG R. SCHMITT
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
[Rubbermaid Logo]
RUBBERMAID INCORPORATED
1147 AKRON ROAD
WOOSTER, OHIO 44691
- ---------
Notice of Annual Meeting of Shareholders -- April 25, 1995
- --------------------------------------------------------------------------------
The Annual Meeting of the Shareholders of Rubbermaid Incorporated will
be held at the Fisher Auditorium, Ohio Agricultural Research and
Development Center, Wooster, Ohio, at 9:00 a.m., April 25, 1995, for the
following purposes:
1. To elect Directors.
2. To consider and act upon a shareholder proposal concerning
the tabulation of proxies.
3. To transact such other business as may properly come before
the meeting and any adjournments thereof.
Shareholders of record at the close of business on February 24, 1995,
will be entitled to vote at the Annual Meeting and any adjournments
thereof.
By order of the Board of Directors.
JAMES A. MORGAN
Secretary
Wooster, Ohio
March 10, 1995
Approximate date of mailing to shareholders
<PAGE> 4
[Rubbermaid Logo]
RUBBERMAID INCORPORATED
PROXY STATEMENT
March 10, 1995
- ---------
Solicitation and Revocation of Proxies
- -------------------------------------------------------------------------------
The accompanying Proxy is solicited by the Board of Directors for use
at the Annual Meeting of Shareholders to be held on April 25, 1995. A
Proxy may be revoked by the maker by notice to the Company in writing or
in open meeting without affecting any vote previously taken. A Proxy is
not revoked by the death or incompetency of the maker unless, before the
authority granted thereunder is exercised, written notice of such death
or incompetency is received by the Company from the executor or
administrator of the estate or from a fiduciary having control of the
shares represented by such Proxy.
The expense of solicitation of proxies will be borne by the Company.
Solicitation will be made only by mail, except that, if necessary,
regular employees of the Company without additional compensation
therefor may make solicitation by telephone or telecopy. The Company has
also engaged a professional proxy solicitation firm to aid in the
solicitation of proxies, for whose services the Company will pay a fee
of not more than $10,000.
The matters to be considered and acted upon at the Annual Meeting are
referred to in the preceding Notice. If the enclosed Proxy is properly
executed and returned to the Company, all shares represented thereby
will be voted as indicated thereon.
- ---------
Annual Report
- -------------------------------------------------------------------------------
The Annual Report of the Company for the year ended December 31, 1994,
is being mailed to shareholders with this Proxy Statement.
- ---------
Voting Securities
- -------------------------------------------------------------------------------
As of March 1, 1995, there were outstanding 161,074,761 Common Shares
of the Company, which is the only class of stock outstanding and
entitled to vote at the Annual Meeting or any adjournment thereof. The
holders of such shares will be entitled to cast one vote for each share
held of record as of the record date. A quorum for the transaction of
business at the Annual Meeting requires representation, in person or by
proxy, of a majority of the issued and outstanding shares. Abstentions
and broker non-votes are tabulated in determining the votes present at a
meeting. Consequently, an
1
<PAGE> 5
abstention or a broker non-vote has the same effect as a vote against
certain proposals or a director nominee, as each abstention or broker
non-vote would be one less vote in favor of such a proposal or for a
director nominee.
If notice in writing shall be given by any shareholder to the
President, a Vice President, or the Secretary, not less than 48 hours
before the time fixed for the holding of the meeting, that such
shareholder desires that the voting for Directors be cumulative, and if
an announcement of the giving of such notice is made upon the convening
of the meeting by the President or Secretary or by or on behalf of the
shareholder giving such notice, each shareholder shall have the right to
cumulate such voting power as the shareholder possesses at such election
and to give one candidate as many votes as the number of Directors to be
elected multiplied by the number of such votes equals, or to distribute
the votes on the same principle among two or more candidates, as the
shareholder sees fit. The accompanying proxy solicits the discretionary
authority for the Proxy Committee to cumulate votes should cumulative
voting be effective for this meeting.
- ---------
Election of Directors
- -------------------------------------------------------------------------------
The terms of four incumbent Directors, Ms. Coulson and Messrs.
Barrett, Carroll and Minter, expire at the forthcoming Annual Meeting of
Shareholders. Ms. Coulson will be retiring from the Board and will not,
therefore, stand for reelection. The Board wishes to express its
appreciation to Ms. Coulson for her contributions and dedication during
her 13 years of service on the Board.
Pursuant to a policy previously adopted by the Board, Mr. Ebert is
scheduled to retire from the Board at the Annual Meeting of Shareholders
in 1998. To accommodate this, it is intended that Mr. Ebert will resign
from his present class (1996) immediately prior to the election of
Directors at the Annual Meeting and along with Messrs. Barrett, Carroll
and Minter be a nominee for election to the class of Directors whose
terms expire in 1998. This will leave a vacancy in the 1996 class of
Directors; however, the Board has no immediate plans to fill the vacancy
and has previously, pursuant to the Company's Code of Regulations,
provided that the size of the Board be set at 11 effective with Ms.
Coulson's retirement from the Board. Pursuant to the Code of
Regulations, the Board has the authority to determine the number of
Directors within a range of 10 to 14.
It is intended that proxies for the Board of Directors containing no
designation to the contrary will be voted for the election of Messrs.
Barrett, Carroll, Ebert and Minter to the class of Directors whose terms
will expire in 1998. Pursuant to the Company's Code of Regulations, the
nominees receiving the greatest number of votes at the Annual meeting
will be elected.
If for any reason any nominee is not available when the election
occurs, the Proxy Committee will vote in accordance with its best
judgment. The Board of Directors has no reason to believe that any
nominee will not be available.
- ---------
Shareholder Proposal
- -------------------------------------------------------------------------------
SHAREHOLDER STATEMENT AND PROPOSAL
Allen Wolff, 1553 So. Carpenter Road, Brunswick, Ohio 44212-3826, who
is the beneficial owner of 300 Common Shares, has advised the Company
that he intends to present to the annual meeting the following proposal
for which the Board of Directors and Rubbermaid accept no
responsibility.
Throughout corporate America, many stockholder proposals
have been introduced to try to control compensation to
directors and top management and to try to tie them in with
profits and dividends. Management opposes this! ... Most
shareholder proposals fail because (1) the investors are
not organized and offer no
2
<PAGE> 6
alternatives, (2) management already controls a large
number of votes and then rewards itself with more shares to
vote against such proposals and (3) we are not playing on a
level field; management gets to count unmarked proxies as
voting in favor of their position and then is allowed to
solicit proxies at the company's expense.
I am particularly dismayed at the statement on proxies
that says (in essence): "Proxies signed, but not
specifically marked, will be voted as management has
suggested".
Management says that stockholders clearly understand how
their votes will be counted if they don't put Xs in the
boxes; yet many shareholders don't understand THAT, and it
is especially true when shares are carried in street names.
They say that this process allows the stockholder not to be
burdened with making THREE OR FOUR Xs. WOW! How many
shareholders even understand what they are being asked to
vote upon?
Last year, a similar proposal was made at the annual
meeting, and merely reported to "have failed". When asked
to report the voting, in detail, there were 14.8 million
shares voted FOR, +4.6 million shares ABSTAINED, +16.8
broker non-votes (although no recorded non-votes for Board
of Directors), making over 36 million shares NOT VOTED
AGAINST this proposal. Of the 96 million shares counted
against, were included the UNMARKED proxies, and although
this proposal concerned UNMARKED proxies and the count was
specifically asked for, THE BOARD "CONVENIENTLY" FAILED TO
ENUMERATE THE UNMARKED PROXIES THAT WERE COUNTED IN FAVOR
OF MANAGEMENT'S POSITION. (If they didn't count them, how
did they know how many to include as NO votes?) One company
even asked this proposee to pay $10,000 to get that figure.
When RUBBERMAID was asked to provide a list of supporting
shareholders so they might be contacted for this year's
proposal, RUBBERMAID refused. Indiscretions like these make
shareholders distrust those in power.
Presently, only a few companies reveal totals, including
the number of unmarked proxies and the number of shares
they represent. In reviewing the results and trying to
interpolate, it is easy to feel that the decisions on
certain proposals might have been different if the rules
were more democratic. The S.E.C. ALLOWS corporations to
count unmarked ballots in favor of management, but does not
mandate that they do so.
Therefore, be it resolved that in future proxies of this
company, there will be no discretionary power of voting by
the named proxy-holder on any issue where no direction has
been given, including ANY ISSUE "WHICH MAY PROPERLY COME UP
AT THE MEETING".
BOARD OF DIRECTORS' RECOMMENDATION AND STATEMENT
Rubbermaid's proxy voting process is governed by and conducted in
accordance with Ohio law and federal regulation. Mr. Wolff's request for
a list of shareholders voting in favor of his wife's proposal last year
was denied because individual shareholder voting information (favorable
or unfavorable) is confidential. As described in the Report of the
Compensation Committee appearing on page 10, Rubbermaid's executive
compensation practices have always been tied directly to the profits of
the Company. The dividends paid on the Company's stock have increased
yearly for 40 consecutive years.
The Board of Directors again recommends that shareholders vote AGAINST
the proposal for the following reasons.
3
<PAGE> 7
The proposal seeks to take away from shareholders their right and
ability to have their shares voted simply by signing a proxy card,
without checking the separate boxes. Shareholders who do not want their
shares counted in the voting for directors and any other issues
presented at shareholders meetings always have the option of not sending
in their proxy cards. When submitting a proxy card, however, a
shareholder has two choices. The shareholder may give separate and
specific instructions for each item on the proxy card, such as marking
the FOR or AGAINST box for each item or striking names of nominees for
directors with respect to which the shareholder wants to withhold votes.
The shareholder then signs and dates the proxy card. As an alternative,
a shareholder can simply sign and date the proxy card, and the proxy
committee will be authorized to vote in accordance with the
recommendations of the Board. Mr. Wolff's proposal would take away this
second alternative and force every shareholder to mark the proxy card
with respect to each proposal, even if the shareholder wants to accept
the recommendation of the Board of Directors.
The proposal would not give shareholders any new rights or powers. It
would take away rights and powers that make it easy for shareholders to
participate in shareholder meetings. For the reasons set forth above,
the Board of Directors recommends that shareholders vote AGAINST the
proposal.
VOTE REQUIRED
Approval of the Shareholder Proposal will require the affirmative vote
of a majority of the shares voted on the Proposal at this meeting. The
Board of Directors recommends a vote AGAINST the proposal.
- ---------
Information as to Board of Directors and Nominees
- --------------------------------------------------------------------------------
TOM H. BARRETT Age: 64
Director Since 1984 Expiration of Proposed Term: 1998
Partner, American Industrial Partners. Former Chairman and
Chief Executive Officer, The Goodyear Tire & Rubber Company,
Akron, OH (1989-1991), manufacturer of tires, chemicals,
plastic film and other rubber products. Previously from
1988, President and Chief Executive Officer. Prior thereto
and from 1982 President and Chief Operating Officer. Also
Director of Air Products and Chemicals Inc., Fieldcrest
Cannon Inc., Mutual Life Insurance Company of New York and
A. O. Smith Corporation.
------------------------------------------------------------------------
CHARLES A. CARROLL Age: 45
Director Since 1993 Expiration of Proposed Term: 1998
President and Chief Operating Officer of the Company since
September 1993. From 1990 until May 1994 he served as
President of the Home Products Division. Prior thereto and
from 1988, he was President of Rubbermaid Specialty
Products. He has been employed by the Company in various
sales and management capacities since 1971.
------------------------------------------------------------------------
4
<PAGE> 8
ROBERT O. EBERT Age: 67
Director Since 1976 Expiration of Proposed Term:1998
Investor.
------------------------------------------------------------------------
STANLEY C. GAULT Age: 69
Director Since 1978 Expiration of Present Term: 1996
Chairman and Chief Executive Officer of The Goodyear Tire &
Rubber Company, a manufacturer of tires, chemicals,
polymers, plastic film and other rubber products, from June
1991. Previously Chairman and Chief Executive Officer of
Rubbermaid Incorporated, (1980-1991, Co-Chairman 1992-1993).
Also a director of Avon Products, Inc., International Paper
Company, PPG Industries, Inc., The Timken Company and The
New York Stock Exchange, Inc.
------------------------------------------------------------------------
ROBERT M. GERRITY Age: 57
Director Since 1993 Expiration of Present Term: 1996
Consultant to Kemper Securities Inc. Retired, former Vice
Chairman (1991- 1993) of New Holland, n.v. headquartered in
London, England, a worldwide manufacturer of agricultural
and industrial equipment which was formed by Fiat S.p.A.
upon its acquisition of Ford New Holland Inc. and the
combination of that Company with Fiat Geotech. From 1987 Mr.
Gerrity was President and Chief Executive Officer of Ford
New Holland Inc. and had been associated with Ford Motor
Company since 1965 spending much of his career in
international operations in Latin America and Europe. Also a
Director of Harnischfeger Industries Inc.
------------------------------------------------------------------------
KAREN N. HORN Age: 51
Director Since 1987 Expiration of Present Term: 1997
Chairman and Chief Executive Officer, Bank One, Cleveland,
N.A., Cleveland, OH, since April 1987. Previously and from
1982, President, Federal Reserve Bank of Cleveland. Also a
director of British Petroleum Company P.L.C., Eli Lilly and
Company, Guident Corp. and TRW Inc.
------------------------------------------------------------------------
WILLIAM D. MAROHN Age: 54
Director Since 1993 Expiration of Present Term: 1997
President and Chief Operating Officer (since October 1992),
Whirlpool Corporation, a manufacturer and marketer of major
home appliances. Previously from January 1992, President and
Chief Executive Officer, Whirlpool Europe, B.V. Prior
thereto, Executive Vice President, North American Appliance
Group from 1989 and previously President Kenmore Appliance
Group from 1988. He has been associated with Whirlpool since
1964. Also a director of Whirlpool Corporation.
------------------------------------------------------------------------
5
<PAGE> 9
STEVEN A. MINTER Age: 56
Director Since 1990 Expiration of Proposed Term: 1998
Executive Director and President, The Cleveland Foundation
since 1984. Also a director of Consolidated Natural Gas
Company, The Goodyear Tire & Rubber Company and KeyCorp.
------------------------------------------------------------------------
JAN NICHOLSON Age: 49
Director Since 1992 Expiration of Present Term: 1997
Since May 1994, Managing Director, Capital Markets Assurance
Corporation. Previously Vice President, Citibank from 1981
and since 1991, head of the Northeast Department of Citicorp
Real Estate. Previously from 1988, Managing Director of
Capital Markets Assurance Corporation, a surety company
founded by Citicorp. Also a director of Ball Corporation.
------------------------------------------------------------------------
PAUL G. SCHLOEMER Age: 66
Director Since 1989 Expiration of Present Term: 1996
Retired, former President and Chief Executive Officer of
Parker Hannifin Corporation, Cleveland, Ohio (1984-1993), a
manufacturer of motion control systems and components for
the industrial aviation, space and marine markets. Also
director of Parker Hannifin, AMP Inc. and Esterline
Technologies.
------------------------------------------------------------------------
WOLFGANG R. SCHMITT Age: 51
Director Since 1987 Expiration of Present Term: 1997
Chairman (since September 1993) and Chief Executive Officer
(since November 1992) of the Company; previously from
November 1992, Co-Chairman. From May 1991, President and
Chief Operating Officer, Executive Vice President
(1987-1991) and President of the Home Products Division
(1984- 1990). Employed by the Company in various marketing
and research and development assignments since 1966. Also
director of Kimberly Clark Corporation and Parker Hannifin
Corporation.
------------------------------------------------------------------------
- ---------
Additional Information Concerning the Board of Directors
- --------------------------------------------------------------------------------
BOARD COMMITTEES
The Audit and Environmental Committee currently composed of Mss.
Coulson and Nicholson (Chair) and Messrs. Gerrity, Marohn and
Schloemer held two meetings during 1994. This Committee reviews with
the independent accountants the scope and results of audits, their
other activities for the Company as well as their fees and selection;
reviews the activities of the internal audit staff;
6
<PAGE> 10
the adequacy of internal accounting and control procedures of the Company;
environmental issues, and the administration of the retirement funds of the
Company.
The Compensation and Management Development Committee comprised of all
outside Directors with Mr. Schloemer as Chair held four meetings during
1994. The Committee reviews policies and programs for the development of
management personnel; approves the election as well as the compensation of
the officers and key employees of the Company, and executes the functions
of the Committees specified in the Amended 1989 Restricted Stock Incentive
and Option Plan, the Management Incentive Plan, the 1993 Deferred
Compensation Plan and the Supplemental Executive Retirement Plan.
The Nominating and Directors' Activity Committee currently comprised of Ms.
Horn (Chair) and Messrs Barrett, Ebert, Gault and Minter held four meetings
during 1994. The Committee reviews and recommends to the Board candidates
for election to the Board of Directors, the types and functions of Board
committees and assignment of Directors thereto, the structure of the Board
and Directors' compensation. In carrying out its functions in regard to
Board membership, the Committee will consider nominees recommended by
shareholders upon written submission of pertinent data to the attention of
the Corporate Secretary. Such data should include complete information as
to the identity of the proposed nominee, including name, address, present
and prior business and/or professional affiliations, education and
experience, particular field or fields of expertise, and reasons why, in
the opinion of the recommending shareholder, the proposed nominee is
qualified and suited to be a Director of the Company as well as what
particular contribution to the success of the Company such person could be
expected to make.
In addition to the committee meetings set out above, the Board of
Directors held eight meetings during 1994.
- ---------
Remuneration of Directors
- -------------------------------------------------------------------------------
The Board of Directors establishes the fees paid to Directors and Board
Committee members for services in those capacities. The current schedule of
Director fees is as follows:
(1) For service as a member of the Board, $24,000 per annum,
payable quarterly, plus $1,000 for attendance at each meeting of the
Board;
(2) For service as a Board Committee member, $1,000 for
attendance at each Committee meeting held on a date other than a date
on which the Board of Directors meets or $500 for attendance at any
additional Committee meeting held on such date or a Committee meeting
held on the same date on which the Board of Directors meets;
(3) For service as Chairman of a Committee of the Board, a fee
of $2,500 per annum.
(4) The Board has adopted a policy which requires that a
minimum of 25% of the fees earned by a Director be deferred into the
Rubbermaid Stock Account of the 1993 Deferred Compensation Plan.
Pursuant to the Plan, Rubbermaid Shares credited to a Directors
account are distributed following termination of service as a
Director.
These fees are payable only to non-management Directors. Management
Directors receive no additional compensation for service as a Director. All
Directors receive reimbursement from the Company for expenses incurred in
connection with service in that capacity.
The Company has a Charitable Award Plan for Directors pursuant to which
it will contribute a total of $500,000 in a Director's name, after death,
to not more than two educational institutions recommended by the Director.
The contribution will be the proceeds of insurance on the life of the
Director; which insurance is purchased and owned by the Company which is
also the beneficiary thereof. New Directors are required to serve three
years to become eligible for this program. All
7
<PAGE> 11
current Directors except Ms. Nicholson and Messrs. Carroll, Gerrity and
Marohn are participants in the Plan. The Company also provides
non-management Directors with accidental death and dismemberment insurance
of up to $250,000 for a covered loss.
- ---------
Security Ownership of Certain Beneficial Owners
- --------------------------------------------------------------------------------
The following tabulation presents information derived from Schedules 13-G
filed with the Securities and Exchange Commission by persons beneficially
owning more than five percent of the Company's Common Shares outstanding as
of December 31, 1994.
<TABLE>
<CAPTION>
TITLE OF CLASS: COMMON SHARES
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
----------------------------------- -------------------- ----------
<S> <C> <C>
State Farm Mutual Automobile 10,058,800 6.2%
Insurance Company and (Direct)
Related Entities*
One State Farm Plaza
Bloomington, Illinois 61701
-----------------------
<FN>
*Currently hold $4,285,714 of 9.55% First Mortgage Industrial Revenue
Bonds due August 15, 1998, issued by the Cortland County N.Y.
Industrial Development Agency, the interest and principal of which will
be paid by a subsidiary of Rubbermaid Incorporated, with payment
guaranteed by Rubbermaid Incorporated.
</TABLE>
8
<PAGE> 12
- ---------
Ownership By Management of Common Shares
- --------------------------------------------------------------------------------
The following table sets forth information as of January 31, 1995,
with respect to the beneficial ownership of the Company's Common Shares
by Directors, nominees, and certain executive officers and as a group,
all directors, nominees and executive officers:
<TABLE>
<CAPTION>
AMOUNT PERCENT
BENEFICIALLY OF
NAME OWNED CLASS
------------------------------------------ ------------ -------
<S> <C> <C>
Directors
Tom H. Barrett (a)(b)................... 20,662 *
Robert O. Ebert (b)..................... 2,052,748 1.3
Stanley C. Gault (b)(c)................. 418,170 *
Robert M. Gerrity (b)................... 4,457 *
Karen N. Horn (b)....................... 1,749 *
William D. Marohn (b)................... 1,998 *
Steven A. Minter (b).................... 4,373 *
Jan Nicholson (b)....................... 2,050,077 1.3
Paul G. Schloemer (b)................... 5,121 *
Executive Officers
Wolfgang R. Schmitt (a)(c).............. 181,519 *
Charles A. Carroll (a)(c)............... 52,848 *
Joseph M. Ramos (c)..................... 14,079 *
Gary F. Mattison (a)(c)................. 20,186 *
Fred S. Grunewald (c)................... 9,469 *
All of the above and other Executive
Officers as a Group.................. 5,070,923 3.1
</TABLE>
-----------------------
<TABLE>
<C> <S>
* Less than 1%
(a) Does not include shares held by or in trust by members and immediate families of
Messrs. Barrett (73), Schmitt (7,584), Carroll (230) and Mattison (20,068) as to which
beneficial ownership is disclaimed.
(b) Includes shares held under trust agreements -- Ebert (sole investment power 1,500,
shared investment power 287,820), Horn (308) and Schmitt (4,000) as to which beneficial
ownership is disclaimed. Mr. Ebert and two of his children are trustees of the Horatio
B. Ebert Charitable Foundation which holds 258,012 shares of which he has sole
investment power but as to which beneficial ownership is disclaimed. Ms. Nicholson is
the General Partner of a Limited Partnership which holds 986,284 shares of which she is
beneficial owner of 10,000 shares and disclaims beneficial ownership of the remainder.
Includes shares held by the Rubbermaid Incorporated 1993 Deferred Compensation Plan
which has sole voting power -- Barrett (14,071), Ebert (162), Gault (160), Gerrity
(157), Horn (174), Marohn (798), Minter (3,113), Nicholson (169) and Schloemer (3,921).
(c) Includes restricted shares issued pursuant to the Amended 1989 Restricted Stock
Incentive and Option Plan as follows -- Gault (26,074), Schmitt (91,355), Carroll
(40,799), Ramos (13,833), Mattison (13,038) and Grunewald (9,469).
Two Executive Officers, Gary E. Kleinjan, President and General Manager of The Little
Tikes Company and Carol S. Troyer, President and General Manager of Rubbermaid Office
Products Inc. did not timely report on Form 3 at the time they became Executive
Officers, 4,092 and 1,330 shares, respectively, which were held indirectly by them
through brokers or other financial institutions.
</TABLE>
9
<PAGE> 13
- ---------
Executive Compensation -- Report of Compensation Committee
- --------------------------------------------------------------------------------
The Compensation and Management Development Committee of the Board of
Directors is now composed of all 10 outside Directors. The Board is of
the opinion that this is appropriate given the complexity, importance
and public interest in executive compensation.
COMPENSATION PHILOSOPHY
The Company's compensation programs for Executive Officers reflect a
long standing and strongly held belief in the principle of performance
oriented compensation. The values that are integral to the design and
operation of the Company's compensation programs include:
1. Reward for sustainable shareholder wealth creation linked to
the interests of shareholders.
2. Linkage to the business strategies of the corporation and its
divisions.
3. Emphasis on variable rather than fixed compensation.
4. Balance between long term and short term performance
compensation.
The executive compensation program of the Company is comprised of base
salary, an annual cash incentive and annual grants of restricted stock
and stock options.
COMPENSATION ELEMENTS
BASE SALARY
At the Executive Officer level, base salaries are conservative when
compared with companies of similar size and financial performance.
Salary ranges are assigned to each position based on a comparison of
Rubbermaid positions with similar positions in companies of similar size
in the durable and nondurable goods category of national executive
compensation surveys, with range midpoints established at the average of
the marketplace. Actual salaries within the appropriate range depend
upon individual performance, experience and internal equity and are
reviewed and may be adjusted annually by the Committee.
Effective November 1, 1994 the Compensation Committee increased the
base salary of the Chairman and Chief Executive Officer, Mr. Schmitt, by
10%. The adjustment to Mr. Schmitt's compensation brings him to the
minimum of the salary range for his position. Prior to making the
aforementioned increase, the Committee reviewed the Company's
performance against previously agreed upon performance objectives. The
Committee also changed Mr. Schmitt's base salary review date from
November 1 to February 1. As a consequence, Mr. Schmitt's base salary
will not be adjusted during 1995.
ANNUAL INCENTIVE COMPENSATION
The Company's annual incentive compensation plan was approved by
shareholders at the 1994 Annual Meeting. Awards under the plan are
payable only if the Company's return on net assets exceeds a minimum
level of 4% after which a bonus pool is funded in an amount not to
exceed 5% of the corporation's earnings before tax. The Company's 1994
performance was in excess of the 4% return on net asset threshold as it
has been in prior years. It is the opinion of the Committee that such an
arrangement is in the best long term interests of shareholders because
participants are rewarded only after shareholders have received a return
on their investment.
10
<PAGE> 14
The size of individual participant awards varies based upon weighting
factors which account for salary range, experience, and individual and
business unit performance (mainly earnings and return on assets
employed).
The amount of annual incentive cash compensation available for any
Executive Officer in any year is limited to 60% of the executive's
targeted payout. Any amount of such compensation in excess of the
aforementioned 60% is required to be taken in the form of a three year
performance based restricted stock grant. This conversion of current
compensation to restricted stock aligns executive compensation with
shareholders interests; i.e. the ultimate value earned by an executive
is a function of Company financial performance, changes in share price
and dividend payments over the term of the grant. Such restricted stock
awards are in addition to other awards made pursuant to the Restricted
Stock Plan, thereby increasing the incentive of the Executive Officers
to optimize the performance of the Company's stock and more closely
aligning their interests with other shareholders.
To assure objectivity in the evaluation of Company and individual
business unit performance, the Chief Executive Officer does not
participate in the plan. It has, however, been the practice of the
Compensation Committee to determine Mr. Schmitt's annual bonus in a
manner similar to that provided for in the plan, including the
provisions which limits the amount of cash compensation payable to Mr.
Schmitt in any single year. This practice was approved by the
shareholders at the 1994 Annual Meeting when they adopted the Chief
Executive Officer Incentive Plan which creates a payment fund determined
using the same formula contained in the plan for the other Executive
Officers, but it may not exceed 1% of earnings before income taxes, with
the exact amount of the payment to the Chief Executive Officer from the
Fund being determined by the Committee. Mr. Schmitt was paid
approximately 32% of the amount generated by the formula for 1994 in the
form of cash or a three year performance based restricted stock grant.
LONG TERM INCENTIVE COMPENSATION
RESTRICTED STOCK AWARDS
Since 1979, long-term incentive compensation has been comprised of the
Restricted Stock Plan which is tied to the financial performance of the
Company. The Committee annually reviews the performance plans of each
business and the performance expectations of the Company overall. The
performance history and expected performance contributions of each
business and the Company provide the appropriate foundation for the
establishment of long-term compensation performance objectives.
At the 1994 Annual Meeting, shareholders approved the formula utilized
to determine lapse of restrictions on restricted stock awards and
amended the Plan to provide for grants of stock options. The intent of
both plans is to reward executive performance and to build the
executive's equity interest in the Company. The Committee has also
established share ownership guidelines for executives which outline the
minimum value of Rubbermaid stock each Executive Officer is expected to
hold. These holding requirements do not include shares in existing
restricted stock awards nor unvested or vested but unexercised stock
options.
On an annual basis, three and five year restricted stock grants are
made to Company Executive Officers. The number of restricted shares
ultimately received from awards under the Plan depends entirely on the
extent to which after-tax returns on net assets measured over periods
ranging from three to five years are achieved. Individual awards are
determined by a formula utilizing a percentage of base salary arrived at
by application of a weighting factor. The amount thus determined is
divided by a 30-day average Rubbermaid stock price to arrive at the
number of shares to be awarded. All shares are forfeited if the
Company's return on net assets does not average 6% over the performance
period. This goal has been achieved for restricted stock award cycles
ending during the years covered by the Summary Compensation Table.
Between 6% and the 12.5% target return on net assets, a pro rata formula
determines the number of shares to be received, with all shares being
received if the target is achieved. In the event the 12.5% target return
on net assets is
11
<PAGE> 15
exceeded, supplemental cash awards, not to exceed 83% of the value of
the shares originally awarded, are paid. The amount of these cash awards
is determined by formula which measures the extent to which the target
return on net assets is exceeded.
STOCK OPTIONS
At the 1994 Annual Meeting, shareholders approved amendment of the
Restricted Stock Plan to provide for grants of stock options. The
granting of options provides an element of compensation that also aligns
the interests of Executive Officers with other shareholders. As a
consequence, the Committee adopted a stock option award program which
provides for the granting of 10 year options which vest in 25%
increments in years 4 through 7 following the date of grant. This
vesting schedule means that Executive Officers cannot benefit from the
grant of stock options until four years have elapsed from the date of
grant and the price of the Company's stock has increased above the
original grant price. The Committee felt that it is beneficial to have a
performance horizon longer than the five years in the current Restricted
Stock Plan award program.
In order to achieve the appropriate balance among compensation
elements, the Company reduced the size of the five year restricted stock
awards made to executives who receive stock options. The exercise price
of stock options awards is the fair market value of Rubbermaid stock on
the date of grant.
CHIEF EXECUTIVE OFFICERS COMPENSATION
The compensation program for Mr. Schmitt including salary, annual cash
incentive, restricted stock and stock options was determined using the
criteria set forth above. As with the other Executive Officers, heavy
emphasis is placed on incentive compensation with approximately 70% of
his 1994 compensation being incentive based. The specifics of Mr.
Schmitt's compensation package, like that of other Executive Officers,
is determined, in the case of salary, by reference to national
marketplace data on similar positions. With regard to annual and longer
term incentive performance payments, the size of such payments or awards
to Mr. Schmitt are determined by reference to the aforementioned plans
which determine payments to the other Executive Officers which payment
or awards are adjusted upward to account for his responsibilities and
ultimate accountability for Company performance.
THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
<TABLE>
<S> <C>
Paul G. Schloemer (Chair) Robert M. Gerrity
Tom H. Barrett Karen N. Horn
Zoe Coulson William D. Marohn
Robert O. Ebert Steven A. Minter
Stanley C. Gault Jan Nicholson
</TABLE>
- ---------
Compensation Committee Interlocks and Insider Participation
- --------------------------------------------------------------------------------
Mr. Gault who is a member of the Compensation and Management
Development Committee was Chairman of the Board and Chief Executive
Officer of the Company from 1980 until 1991 and Co-Chairman of the Board
from November 1992 until September 1993.
12
<PAGE> 16
- ---------
Summary Compensation Table
- -------------------------------------------------------------------------------
The following table sets forth the compensation received for the three
years ended December 31, 1994 by the persons who were at December 31,
1994 the Company's Chief Executive Officer and the four other most
highly paid Executive Officers.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
----------------------------------------------------------------------------- COMPENSATION
OTHER ------------ ALL OTHER
ANNUAL RESTRICTED COMPEN-
SALARY BONUS COMPENSATION STOCK AWARDS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)* ($)** ($)***
---------------------------- ----- -------- -------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
WOLFGANG R. SCHMITT 1994 395,060 656,123 351,775 844,608 266,434
Chairman of the Board 1993 363,746 600,211 235,947 592,481 246,805
and Chief Executive 1992 278,752 424,856 122,699 537,900 178,525
Officer
CHARLES A. CARROLL 1994 270,208 373,025 79,720 361,624 141,954
President and Chief 1993 215,549 282,696 26,105 160,190 106,969
Operating Officer 1992 177,342 223,451 22,354 154,241 70,507
JOSEPH M. RAMOS 1994 173,377 187,247 -- 87,082 69,321
President, Rubbermaid 1993 167,200 170,544 -- 42,572 47,253
Commercial Products Inc. 1992 161,846 164,000 -- 240,247 39,571
GARY F. MATTISON 1994 141,180 166,710 26,478 99,616 104,793
President, Rubbermaid 1993 131,810 140,791 26,517 38,121 95,935
Specialty Products Inc. 1992 118,420 101,022 24,430 43,677 70,584
FRED S. GRUNEWALD 1994 155,135 139,620 -- 169,055 43,144
President, Home 1993 -- -- -- -- --
Products Division 1992 -- -- -- -- --
</TABLE>
-----------------------
<TABLE>
<C> <S> <C>
* Cash award for Company exceeding Restricted Stock Performance Target. The value of
perquisites and other personal benefits is not included since the value of such
compensation is below minimum required disclosure thresholds.
** Shares ultimately received after a specific holding period depends upon achievement of
Company financial objectives over such period. Dividends are paid on restricted stock at
the same rate as unrestricted shares. Year end 1994 restricted stock holdings and the
value thereof based on the year-end closing price of Rubbermaid stock is as follows:
Schmitt -- 60,665 shares ($1,744,119); Carroll -- 23,574 shares ($677,953); Ramos --
11,001 shares ($316,279); Mattison -- 9,157 shares ($263,264) and Grunewald -- 6,471
shares ($186,041). Shares which will vest in under three years, assuming achievement of
financial objectives, are as follows: Schmitt (12,642, 1995; 16,770, 1996); Carroll
(2,402, 1995; 6,096, 1996); Ramos (308, 1995; 1,013, 1996); Mattison (1,255, 1996) and
Grunewald (5,000, 1997). Shares awarded to Mr. Ramos in 1992 and Mr. Grunewald in 1994
included shares to replace long term incentives forfeited upon leaving a previous
employer.
*** The amounts disclosed in this column include:
(a) Company paid premiums for group life insurance on behalf of Schmitt (1994-$1,302,
1993-$908, 1992-$822); Carroll (1994-$896, 1993-$635, 1992-$430); Ramos (1994-$847,
1993-$569, 1992-$587); Mattison (1994-$412, 1993-$280, 1992-$127) and Grunewald
(1994-$815).
(b) Contributions or accruals pursuant to defined contribution retirement plans on
behalf of Schmitt, (1994-$214,472, 1993-$216,780, 1992-$158,836); Carroll,
(1994-$127,168, 1993-
13
<PAGE> 17
$101,344, 1992-$70,269); Ramos, (1994-$66,362, 1993-$49,857, 1992-$43,866);
Mattison (1994-$58,451, 1993-$42,434, 1992-$33,320); and Grunewald (1994-$42,329).
Vesting is on a graduated schedule commencing after three years of service with
100% vesting after seven years.
(c) Interest accrued on deferred compensation in excess of a "fair market rate"
established by S.E.C. rules (120% of applicable federal long-term rate, which for
1994 was 8.743%, 1993 - 8.780% and 1992 - 9.310%) on behalf of Schmitt (1994 -
$50,660, 1993-$64,637, 1992-$41,819); Carroll (1994-$13,800, 1993-$19,618,
1992-$11,713); Ramos (1994-$2,112, 1993-$2,701); and Mattison (1994-$45,930,
1993-$53,221, 1992-$37,237).
</TABLE>
- ---------
Option/SAR Grants in Last Fiscal Year
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------------------------- VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS/SARS OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION
OPTIONS/ EMPLOYEES EXERCISE OR FOR OPTION TERM
SARS IN FISCAL BASE PRICE EXPIRATION ------------------------
NAME GRANTED(#) YEAR ($/SH) DATE 5%($) 10%($)
--------------------------------- --------- ------------ ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
W.R. Schmitt..................... 175,000 45.99% 34.63 1/12/2004 $3,817,958 $9,635,798
21,000 5.52% 26.06 7/18/2004 344,774 870,143
C.A. Carroll..................... 50,000 13.14% 25.25 6/27/2004 795,375 2,007,375
10,500 2.76% 26.06 7/18/2004 172,387 435,072
J.R. Ramos....................... 4,200 1.10% 26.06 7/18/2004 68,955 174,029
G.F. Mattison.................... 3,850 1.01% 26.06 7/18/2004 63,209 159,526
F.S. Grunewald................... 10,000 2.63% 26.69 4/26/2004 168,147 424,371
4,200 1.10% 26.06 7/18/2004 68,955 174,029
</TABLE>
All options are granted at the fair market price of Rubbermaid Common
Shares on the grant date and expire ten years from the grant date.
Options vest over a seven year period with one-fourth of the shares
becoming exercisable on each of the fourth through seventh anniversaries
of the grant date. No stock appreciation rights (SARs) were attached to
these options.
The dollar amounts under the potential realizable value column are the
result of calculations of assumed annual compound rates of appreciation
over the ten-year life of the options in accordance with the proxy
regulations of the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, of the
Company's common stock. The actual value, if any, an executive may
realize will depend on the excess of the market price of the shares over
the exercise price on the date the option is exercised.
14
<PAGE> 18
- ---------
Defined Benefit Retirement Plans
- -------------------------------------------------------------------------------
SALARIED EMPLOYEES' RETIREMENT PLAN
The following table shows the estimated annual retirement benefit
payable to participants in the Rubbermaid Incorporated Salaried
Employees' Retirement Plan at age 65 for 120 months, irrespective of how
long the participant lives. Other actuarially equivalent value of forms
of pension income may be requested. Only employees hired prior to
October 1, 1972, are participants in this Plan.
ESTIMATED ANNUAL BENEFITS - DEFINED BENEFIT PENSION PLAN
<TABLE>
<CAPTION>
YEARS OF SERVICE
ANNUAL -----------------------------------------
BASE SALARY 10 15 20 25
----------- ------- ------- ------- --------
<S> <C> <C> <C> <C>
$ 200,000 20,000 30,000 40,000 50,000
250,000 25,000 37,500 50,000 62,500
300,000 30,000 45,000 60,000 75,000
350,000 35,000 52,500 70,000 87,500
400,000 40,000 60,000 80,000 100,000
450,000 45,000 67,500 90,000 112,500
</TABLE>
Benefits are based on a formula which provides for payment of 1% of
base salary for each year of service, to a maximum of 25 years. Messrs.
Schmitt, Carroll and Mattison are participants in the Plan with 29, 24
and 27 years of credited years respectively, however, benefit accruals
(salary increases and years of service) for them have been suspended
since 1989 because of government regulations affecting "highly
compensated employees". As a result, they will receive a significantly
reduced benefit from the Plan.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The following table shows the benefit which would be received by a
participant in the Rubbermaid Supplemental Executive Retirement Plan
with at least five years of service and election of a single life
annuity, which benefit is reduced by (1) any benefits provided under any
other retirement plans (including defined contribution retirement plans)
of the Company; (2) primary Social Security benefits; and (3) amounts
payable from any prior employer retirement plans.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL COMBINED BENEFIT
PAYABLE AT
FINAL AVERAGE ----------------------------------
COMPENSATION* AGE 55 AGE 60 AGE 65
------------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 600,000 $297,000 $313,500 $330,000
800,000 396,000 418,000 440,000
1,000,000 495,000 522,500 550,000
1,200,000 594,000 627,000 660,000
1,400,000 693,000 731,500 770,000
</TABLE>
-----------------------
* Salary, bonus and five year restricted stock award value.
Benefits under the Rubbermaid Incorporated Supplemental Executive
Retirement Plan are payable for life, equal to 55% of the average of
salary, bonus and five year restricted stock award value earned during
the highest five years of the final ten years of employment, less
payments from other Company retirement plans, social security and prior
employer plans. Covered compensation includes annual salary and bonus,
including, with respect to the latter, any amount of bonus paid in the
form of restricted stock awards with vesting schedules less than three
years. Mr. Schmitt is a participant in the Plan with 29 years of
credited service. Participants may retire, with reduced benefits, at age
60 or prior thereto beginning at age 55 with the approval of the Chief
Executive Officer. In 1988, pursuant to a Plan amendment providing for
the funding of benefits for vested participants, the Company adopted the
practice of purchasing annuities on behalf of vested Plan participants
which will provide the after-tax equivalent of the required benefit.
Death benefits are provided to the surviving spouse of a participant age
55 or older with five years' service. This age
15
<PAGE> 19
requirement has been waived for Mr. Schmitt. Plan benefits are not
vested in the event of termination of employment prior to qualification
for normal, early, or disability retirement except in the event of
change of control of the Company when special vesting occurs. With
regard to Mr. Schmitt, provision has been made for voluntary retirement
at any time after age 50 with benefits, 55% of covered compensation,
reduced 2% for each year retirement is prior to age 60. In the event of
involuntary termination of employment after age 50, but before age 60,
benefits would commence at age 60 based upon 55% of covered compensation
at the time of involuntary termination of employment.
- ---------
Executive Officer Contracts
- -------------------------------------------------------------------------------
The Company's Executive Officers have employment agreements with the
Company which become effective only in the event of a change of control
of the Company as provided in the Company's Amended and Restated
Articles of Incorporation, or in the event any person becomes the
beneficial owner, directly or indirectly, of 20% or more of the
outstanding shares of the Company. The agreements provide for continuing
such executives in the employment of the Company for a period of five
years following such a change of control or until attainment of normal
retirement age, whichever first occurs. During such five year period,
the executive will receive salary, bonus and benefits no less than those
in effect at the time of a change of control. All such executives have
the right to voluntarily terminate their employment within 18 months
after a change of control and receive an amount equal to the value of
two years' salary, bonus and benefits. All of the executives have the
right to terminate employment following a change of control in the event
their duties, salaries, benefits, etc., are subsequently reduced. In
such event, their salary, bonus and an amount to cover benefits for the
remainder of the five year period would be paid in a present value lump
sum.
- ---------
Rubbermaid Stock Performance
- -------------------------------------------------------------------------------
Following is a graph which compares the five year cumulative return
from investing $100 at the end of 1989 in Rubbermaid common stock, the
S&P 500 index of companies and the S&P Industrials index of companies,
with dividends assumed to be reinvested when received. The S&P
Industrials index includes a broad range of manufacturers. Because of
the diversity of the Company's business it is felt that comparison with
this broader index is appropriate.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) RBD S&P 500 S&P INDST
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 116 97 99
1991 214 126 130
1992 179 136 137
1993 199 150 149
1994 167 152 155
</TABLE>
Assumes $100 invested on December 31, 1989 and reinvestment of
dividends.
16
<PAGE> 20
- ---------
Independent Public Accountants
- -------------------------------------------------------------------------------
As recommended by the Audit Committee, the Board of Directors
appointed KPMG Peat Marwick LLP as the independent public accountants
to audit the books and records of the Company for the year ending
December 31, 1995. This firm has been the independent accountants of
record continuously since 1934. It is expected that a representative of
Peat Marwick will be in attendance at the Annual Meeting to respond to
appropriate oral questions of shareholders and to make such statement
as may be desired.
- ---------
1996 Proposals of Security Holders
- -------------------------------------------------------------------------------
Pursuant to rules of the Securities and Exchange Commission, a
shareholder may present a proposal to be voted on at the 1996 annual
meeting of shareholders; and, provided such proposal meets all of the
requirements of the rules and is received by the Company prior to
November 10, 1995, it will be included in the proxy statement and form
of proxy relating to such meeting.
- ---------
Other Business
- -------------------------------------------------------------------------------
The Annual Meeting is called for the purposes set forth in the Notice.
The Board of Directors does not know of any matter for action by the
shareholders at the meeting other than the matters described in the
Notice. However, the enclosed Proxy confers discretionary authority with
respect to matters which are not known to the Board at the date of
printing hereof and which may properly come before the meeting. It is
the intention of the persons named in the Proxy to vote the Proxy in
accordance with their best judgment on any such matter.
By order of the Board of Directors.
JAMES A. MORGAN
Secretary
17
<PAGE> 21
RUBBERMAID INCORPORATED
BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING, APRIL 25, 1995
P The undersigned, having received the Notice of Meeting and Proxy
R Statement, hereby makes, constitutes, and appoints Stanley C. Gault, Karen
O N. Horn and William D. Marohn, and each of them (with full power of
X substitution respectively), true and lawful attorneys and proxies for the
Y undersigned to attend the Annual Meeting to be held on April 25, 1995, at
Wooster, Ohio, and any adjournments thereof.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED;
IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR DIRECTOR NOMINEES AND
AGAINST PROPOSAL 2. IN THEIR DISCRETION THE PARTIES ARE ALSO AUTHORIZED TO
VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. YOUR SHARES
CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE> 22
<TABLE>
<S> <C>
/X/ Please mark
votes as in
this example.
MANAGEMENT RECOMMENDS A VOTE FOR: MANAGEMENT RECOMMENDS A VOTE AGAINST:
1. Election of Directors FOR AGAINST ABSTAIN
NOMINEES: Tom H. Barrett, Charles A. Carroll, 2. Shareholder proposal concerning / / / / / /
Robert O. Ebert, Steven A. Minter the voting of proxies.
FOR Withheld
/ / / / MARK HERE MARK HERE
FOR ADDRESS / / FOR TICKET / /
For except vote withheld from the following nominee(s): CHANGE AND TO ATTEND
NOTE AT LEFT MEETING
_________________________
NOTE: Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give
full title as such.
Signature:__________________________________Date____________
Signature:__________________________________Date____________
</TABLE>
