<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement [_]CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
AVERY DENNISON CORPORATION
(Name of Registrant as Specified In Its Charter)
AVERY DENNISON CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
- - ----------------- -----------------------------------------------------------
LOGO Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103
- - -----------------
-----------------------------------------------------------
NOTICE OF To the Stockholders:
ANNUAL MEETING The Annual Meeting of Stockholders of Avery Dennison
OF STOCKHOLDERS Corporation will be held at 150 North Orange Grove
To be held Boulevard, Pasadena, California, on Thursday, April 23,
April 23, 1998 1998 at 1:30 P.M. for the following purposes:
1. To elect four directors to hold office for a term of
three years and until their successors are elected and
have qualified;
2. To transact such other business as may properly come
before the meeting and any adjournments thereof.
In accordance with the Bylaws, the Board of Directors has
fixed the close of business on Tuesday, February 24, 1998,
as the record date for the determination of stockholders
entitled to vote at the Annual Meeting and to receive
notice thereof.
All stockholders are cordially invited to attend the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Robert G. van Schoonenberg
Secretary
Pasadena, California
Dated: March 6, 1998
-----------------------------------------------------------
Whether or not you presently plan to attend the Annual
Meeting, in order to ensure your representation please
complete, sign and date the enclosed proxy as promptly as
possible and return it in the enclosed envelope (to which
no postage need be affixed if mailed in the United
States). If you attend the meeting and wish to vote in
person, your proxy will not be used.
-----------------------------------------------------------
<PAGE>
AVERY DENNISON CORPORATION
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
PROXY STATEMENT
This proxy statement is furnished to the stockholders on behalf of the Board
of Directors of Avery Dennison Corporation, a Delaware corporation
(hereinafter called the "Company"), for solicitation of proxies for use at the
Annual Meeting of Stockholders to be held on Thursday, April 23, 1998 at 1:30
P.M. and at any and all adjournments thereof. A stockholder giving a proxy
pursuant to the present solicitation may revoke it at any time before it is
exercised by giving a subsequent proxy or by delivering to the Secretary of
the Company a written notice of revocation prior to the voting of the proxy at
the Annual Meeting. If you attend the meeting and wish to vote your shares in
person, your proxy will not be used. Votes cast by proxy or in person at the
Annual Meeting will be tabulated by the election inspectors appointed for the
meeting and will determine whether or not a quorum is present. Under the
Company's Bylaws and Delaware law: (1) shares represented by proxies that
reflect abstentions or "broker non-votes" (i.e., shares held by a broker or
nominee which are represented at the meeting, but with respect to which such
broker or nominee is not empowered to vote on a particular proposal) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum; (2) there is no cumulative voting and
the director nominees receiving the highest number of votes, up to the number
of directors to be elected, are elected and, accordingly, abstentions, broker
non-votes and withholding of authority to vote will not affect the election of
directors; and (3) proxies that reflect abstentions as to a particular
proposal will be treated as voted for purposes of determining the approval of
that proposal and will have the same effect as a vote against that proposal,
while proxies that reflect broker non-votes will be treated as unvoted for
purposes of determining approval of that proposal and will not be counted as
votes for or against that proposal. The Company has retained D. F. King & Co.,
Inc. to assist in soliciting proxies for this meeting at a fee estimated at
$10,000 plus out of pocket expenses. Expenses incident to the preparation and
mailing of the notice of meeting, proxy statement and form of proxy are to be
paid by the Company. This proxy statement is to be mailed to stockholders on
or about March 6, 1998.
The purpose of the meeting and the matters to be acted upon are set forth in
the foregoing attached Notice of Annual Meeting. As of the date of this
statement, other than the election of directors, management knows of no other
business which will be presented for consideration at the meeting. However, if
any such other business shall properly come before the meeting, votes will be
cast pursuant to said proxies in respect of any such other business in
accordance with the best judgment of the persons acting under said proxies.
See "GENERAL --Stockholder Proposals" below.
ELECTION OF DIRECTORS (PROXY ITEM 1)
The Bylaws of the Company presently provide for ten directors, divided into
three classes. Four directors are to be elected at the 1998 Annual Meeting and
will hold office until the Annual Meeting in 2001 and until their successors
are elected and have qualified. It is intended that the persons so appointed
in the enclosed proxy will, unless authority is withheld, vote for the
election of the four nominees proposed by the Board of Directors, all of whom
are presently directors of the Company. In voting for the election of
directors, each share has one vote for each position to be filled. All of the
nominees have consented to being named herein and to serve if elected. In the
event that any of them should become unavailable prior to the Annual Meeting,
the proxy will be voted for a substitute nominee or nominees designated by the
Board of Directors, or the number of directors may be reduced accordingly.
1
<PAGE>
The following information, which has been provided by the directors, shows
for each of the nominees for election to the Board of Directors and for each
director whose term continues, his or her name, age, and principal occupation
or employment during the past five years, the name of the corporation or other
organization, if any, in which such occupation or employment is or was carried
on, the period during which such person has served as a director of the
Company and the year in which each continuing director's present term as
director expires.
1998 NOMINEES
FRANK V. CAHOUET, age 65. Since June 1987, Mr. Cahouet has been
Chairman, President and Chief Executive Officer of Mellon Bank
Corporation. From September 1986 through June 1987, Mr. Cahouet
[PHOTO] served as President of the Federal National Mortgage Association. He
is a director of Allegheny Teledyne, Inc., Mellon Bank Corporation
and Saint Gobain Corporation. Mr. Cahouet has been a director of
Avery Dennison Corporation since February 1983.
PETER W. MULLIN, age 57. During the past five years, Mr. Mullin has
been Chairman and Chief Executive Officer of Mullin Consulting,
Inc., formerly known as Management Compensation Group, Los Angeles,
[PHOTO] Inc., an executive compensation, benefit planning and corporate
insurance consulting firm, and related entities. He is a director of
Mrs. Fields Original Cookies, Inc. He has been a director of Avery
Dennison Corporation since January 1988.
JOAN T. BOK, age 68. Since February 1984, Mrs. Bok has been Chairman
of the Board of NEES Companies, a public utility holding company and
supplier of electricity, and from July 1988 to February 1989 she
served as Chairman, President and Chief Executive Officer. She is a
[PHOTO] director of John Hancock Mutual Life Insurance Company, New England
Electric System and Solutia, Inc. Mrs. Bok has been a director of
Avery Dennison Corporation since October 1990. Mrs. Bok also served
as a director of Dennison Manufacturing Company from 1984 to October
1990.
PHILIP M. NEAL, age 57. Since December 1990, Mr. Neal has been
President and Chief Operating Officer of Avery Dennison Corporation.
From March 1990 to December 1990, he served as Executive Vice
[PHOTO] President; prior to that he served as Group Vice President and
Senior Vice President, Finance. He has been a director of Avery
Dennison Corporation since December 1990.
2
<PAGE>
CONTINUING DIRECTORS
CHARLES D. MILLER, age 70. Since November 1983, Mr. Miller has
served as Chairman and Chief Executive Officer of Avery Dennison
Corporation. Prior to 1983, he served as President and Chief
[PHOTO] Executive Officer. He is Chairman of Nationwide Health Properties,
Inc., and also is a director of Edison International and Pacific
Life Insurance Company. He has been a director of Avery Dennison
Corporation since January 1975. His present term expires in 1999.
RICHARD M. FERRY, age 60. During the period May 1991 through May
1997, Mr. Ferry was Chairman and Chief Executive Officer of
Korn/Ferry International, an international executive search firm.
Since May 1997, he has been Chairman of Korn/Ferry International.
[PHOTO] Prior to 1991, he served as President of Korn/Ferry International.
He is a director of Dole Food Company, Mrs. Fields Original Cookies,
Inc., and Pacific Life Insurance Company. He has been a director of
Avery Dennison Corporation since December 1985. His present term
expires in 1999.
DWIGHT L. ALLISON, JR., age 68. Since October 1986, Mr. Allison has
been a private investor. From January 1977 to September 1986, Mr.
Allison served in various senior executive positions (including
Chairman and Chief Executive Officer, Vice Chairman and President)
[PHOTO] with The Boston Company, a trust, banking and financial management
firm. He is a director of Mellon Bank Corporation. He has been a
director of Avery Dennison Corporation since October 1990.
Mr. Allison also served as a director of Dennison Manufacturing
Company from 1974 to October 1990. His present term expires in 1999.
SIDNEY R. PETERSEN, age 67. During the past five years, Mr. Petersen
has been a private investor. In 1984, he retired as Chairman and
Chief Executive Officer of Getty Oil Company, a position which he
[PHOTO] had held since 1980. He is a director of Group Technologies
Corporation, NICOR, Inc., Seagull Energy Corporation and Union Bank
of California. He has been a director of Avery Dennison Corporation
since December 1981. His present terms expires in the year 2000.
3
<PAGE>
JOHN C. ARGUE, age 66. During the past five years, Mr. Argue has
been Of Counsel and formerly Senior Partner of the law firm of Argue
Pearson Harbison & Myers. Mr. Argue is a director of Apex Mortgage
Capital, Inc., CalMat Co., Nationwide Health Properties, Inc. and
TCW/Convertible Securities Fund, Inc., a registered investment
[PHOTO] company. He is also a trustee of the TCW/DW family of funds and the
TCW/DW Term Trust 2000, TCW/DW Term Trust 2002 and TCW/DW Term Trust
2003. Mr. Argue is an advisory director (Chairman of advisory
directors) of LAACO Ltd. He has been a director of Avery Dennison
Corporation since January 1988. His present term expires in the year
2000.
JOHN B. SLAUGHTER, age 64. Since August 1988, Dr. Slaughter has
served as President of Occidental College. Dr. Slaughter is a
director of Atlantic Richfield Company, International Business
[PHOTO] Machines Corporation, Northrop Grumman Corporation and Solutia, Inc.
He has been a director of Avery Dennison Corporation since December
1988. His present term expires in the year 2000.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of the Company's common stock
beneficially owned by each director of the Company and each of the executive
officers named in the table on page 9, and the aggregate number of such shares
beneficially owned by all directors and executive officers as of December 31,
1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OWNERSHIP(1) OF CLASS
---- ------------ --------
<S> <C> <C>
Charles D. Miller............................... 1,192,576 (3) .99%
Sidney R. Petersen.............................. 43,326 (4)(6) (2)
Frank V. Cahouet................................ 66,948 (4)(7) (2)
Richard M. Ferry................................ 48,100 (5) (2)
John C. Argue................................... 49,330 (5)(8) (2)
Peter W. Mullin................................. 49,000 (4)(9) (2)
John B. Slaughter............................... 29,094 (10) (2)
Philip M. Neal.................................. 484,329 (11) (2)
Dwight L. Allison, Jr........................... 86,764 (12) (2)
Joan T. Bok..................................... 33,148 (13) (2)
Kim A. Caldwell................................. 199,166 (14) (2)
Stephanie A. Streeter........................... 33,200 (15) (2)
Robert G. van Schoonenberg...................... 101,286 (16) (2)
All Directors and Executive Officers as a Group
(28 persons, including those named)............ 3,105,033 (17) 2.54%
</TABLE>
- - --------
(1) Except as otherwise indicated and subject to applicable community property
and similar statutes, the persons listed as beneficial owners of the
shares have sole voting and/or investment power with respect to such
shares.
(2) Less than 1%.
(3) Includes 826,800 shares with respect to which Mr. Miller holds options
exercisable within 60 days from December 31, 1997. Also includes 272,266
shares held in the Miller Family Trust, as to which Mr. Miller has sole
authority to vote and to dispose of the shares. Also includes 6,133 shares
held in The Candyman Trust, as to which Mr. Miller, as co-trustee, shares
the authority to vote and to dispose of the shares. Also includes 84,298
shares held in the Carolyn & Chuck Miller Foundation as to Mr. Miller has
no pecuniary interest and disclaims beneficial ownership. Also includes
3,079 shares held by Mrs. Charles D. Miller, as to which Mr. Miller
disclaims beneficial ownership.
(4) Includes 34,000 shares with respect to which each of Messrs. Petersen,
Cahouet and Mullin holds options exercisable within 60 days from December
31, 1997.
(5) Includes 44,000 shares with respect to which each of Messrs. Ferry and
Argue holds options exercisable within 60 days from December 31, 1997.
(6) Includes 9,326 shares held in the Petersen Family Trust, as to which Mr.
Petersen, as co-trustee, shares the authority to vote and to dispose of
the shares.
(7) Includes 16,475 shares held in trust with respect to which Mr. Cahouet has
sole voting and disposition power. Also includes 16,374 shares held in
trust by Mrs. Frank V. Cahouet, as to which Mr. Cahouet disclaims any
beneficial ownership. Does not include 1,105 shares issuable under phantom
stock units designated for Mr. Cahouet under the Company's Capital
Accumulation Plan ("CAP") trust.
(8) Includes 3,300 shares held in trust with respect to which Mr. Argue has
sole voting power but no disposition power. Also includes 1,650 shares
held in trust with respect to which Mr. Argue has the authority to vote
and dispose of the shares.
5
<PAGE>
(9) Does not include 278 shares issuable under phantom stock units designated
for Mr. Mullin under the CAP trust.
(10) Includes 25,500 shares with respect to which Dr. Slaughter holds options
exercisable within 60 days from December 31, 1997. Also includes 214
shares held by Mrs. John B. Slaughter, as to which Dr. Slaughter
disclaims any beneficial ownership. Does not include 481 shares issuable
under phantom stock units designated for Dr. Slaughter under the CAP
trust.
(11) Includes 87,929 shares held in trust in which Mr. Neal has sole voting
and disposition power. Includes 396,400 shares with respect to which Mr.
Neal holds options exercisable within 60 days from December 31, 1997.
(12) Includes 61,084 shares held in a trust in which Mr. Allison is the
primary beneficiary and Mr. and Mrs. Allison are co-trustees with shared
voting power. Also includes 1,680 shares held in a trust in which Mrs.
Dwight L. Allison, Jr. is the primary beneficiary and Mr. and Mrs.
Allison are co-trustees with shared voting power. Includes 24,000 shares
with respect to which Mr. Allison holds options exercisable within
60 days from December 31, 1997.
(13) Includes 24,500 shares with respect to which Mrs. Bok holds options
exercisable within 60 days from December 31, 1997. Does not include 278
shares issuable under phantom stock units designated for Mrs. Bok under
the CAP trust.
(14) Includes 175,400 shares with respect to which Mr. Caldwell holds options
exercisable within 60 days from December 31, 1997.
(15) Includes 31,600 shares with respect to which Ms. Streeter holds options
exercisable within 60 days from December 31, 1997.
(16) Includes 84,400 shares with respect to which Mr. van Schoonenberg holds
options exercisable within 60 days from December 31, 1997.
(17) Includes 2,351,137 shares with respect to which all executive officers
and directors as a group hold options exercisable within 60 days from
December 31, 1997.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
During 1997, there were seven meetings of the full Board of Directors and
ten meetings of committees of the Board. All directors of the Company attended
at least 75% of the aggregate number of meetings of the Board and meetings of
Board committees of which they were members held during the time they served
on the Board or Committee.
Standing committees of the Board of Directors include the following:
The Audit Committee, which is composed of the following directors: Sidney R.
Petersen (Chairman), Dwight L. Allison, Jr., Joan T. Bok, Richard M. Ferry and
Peter W. Mullin, met twice during 1997. The functions of the Audit Committee
are to aid the directors in undertaking and fulfilling their responsibilities
for financial reporting to the stockholders; to support and encourage efforts
to improve the financial controls exercised by management and to ensure their
adequacy for purposes of public reporting; and to provide better avenues of
communication between the Board of Directors, management and the external and
internal auditors.
The Compensation and Executive Personnel Committee, which is composed of the
following directors: John C. Argue (Chairman), Sidney R. Petersen and Frank V.
Cahouet, met five times during 1997. The functions of the Compensation and
Executive Personnel Committee are to review new or modified programs in the
areas of executive salary and incentive compensation, deferred compensation,
and stock plans; to review and make recommendations to the Board concerning
management's proposed option grants, cash incentive awards and other direct
and indirect compensation matters; and to monitor equal opportunity and
affirmative action programs and practices.
6
<PAGE>
The Ethics and Conflict of Interest Committee, which is composed of the
following directors: Joan T. Bok (Chairman), John B. Slaughter and Philip M.
Neal, did not meet during 1997. The functions of the Ethics and Conflict of
Interest Committee are to survey, monitor and provide counsel on an ongoing
basis as to the business relationships, affiliations and financial
transactions of directors, officers and key employees, as they may relate to
possible conflicts of interest or violations of the Company's Legal and
Ethical Conduct Policy; to monitor compliance with the Foreign Corrupt
Practices Act in connection with the Company's relationship to domestic and
foreign governments, political parties and the agencies, instrumentalities and
officials of each; and to report and make recommendations to the full Board in
all instances where it is believed that possible violations of Company policy
or that Act could exist.
The Finance Committee, which is composed of the following directors: Frank
V. Cahouet (Chairman), Charles D. Miller, Peter W. Mullin, Dwight L. Allison,
Jr., Philip M. Neal, Sidney R. Petersen and Joan T. Bok, met once during 1997.
The functions of the Finance Committee are to assist the Board in
consideration of matters relating to the financial affairs and capital
requirements of the Company; to provide an overview of the financial planning
and policies of the Company; and to review proposed budgets, proposed
acquisitions, bank loans and changes in the financial structure of the
Company.
The Nominating Committee, which is composed of the following directors:
Richard M. Ferry (Chairman), Charles D. Miller, John C. Argue and Peter W.
Mullin, met once during 1997. The functions of the Nominating Committee are to
review the qualifications of candidates for board membership, to review the
status of a director when his or her principal position and/or primary
affiliation changes, to recommend to the Board of Directors candidates for
election by stockholders at annual meetings, to recommend candidates to fill
vacancies in directorships, to recommend to the Board of Directors the removal
of a director, if in the Company's best interest, and to make recommendations
to the Board of Directors concerning selection, tenure, retirement, and
composition of the Board of Directors. Stockholders desiring to make
recommendations concerning new directors must submit the candidate's name,
together with biographical information and the candidate's written consent to
nomination, to: Secretary, Nominating Committee of the Board of Directors,
Avery Dennison Corporation, 150 North Orange Grove Boulevard, Pasadena,
California 91103. Stockholders wishing to nominate new directors for election
at an annual meeting must comply with the requirements described under the
heading "GENERAL -- Stockholder Proposals" on p. 22.
The Strategic Planning Committee, which is composed of the following
directors: Charles D. Miller (Chairman), John C. Argue, Peter W. Mullin,
Richard M. Ferry, Philip M. Neal, John B. Slaughter and Dwight L. Allison,
Jr., met once during 1997. The functions of the Strategic Planning Committee
are to review the Company's long-term strategic plan, objectives, programs,
and proposed acquisition candidates and divestitures; to review steps being
taken to improve shareholder value; and to make recommendations to the Board
of Directors on any of these matters.
The Executive Committee, which is composed of the following directors:
Richard M. Ferry (Chairman), Charles D. Miller, Philip M. Neal, John C. Argue
and Frank V. Cahouet, did not meet during 1997. The function of the Executive
Committee is to act on an interim basis for the full Board and to report all
such actions to the Board for ratification at its next meeting.
Each director who is not an officer of the Company is paid an annual
retainer fee of $32,000 and attendance fees of $1,200 per Board meeting
attended, and $1,200 per committee meeting attended as Chairman of the
committee or $1,000 per committee meeting attended as a member of the
committee. The Chairmen of the Audit and Compensation and Executive Personnel
Committees are each also paid an annual retainer fee of $4,000, and the
Chairmen of the Executive, Finance, Nominating and the Ethics and Conflict of
Interest Committees are each paid an annual retainer fee of $3,000. Under the
Directors Variable Deferred Compensation Plan, fees which are deferred either
accrue interest at a fixed rate based on the 120-month rolling average of ten-
year U.S. Treasury Notes (plus, if the director ceases to be a director by
reason of death, disability or normal retirement, 25% of such rate per annum),
or accrue at the actual rate of return (less an administrative fee) of one of
four investment funds managed by an insurance company. Benefits payable by the
Company under these plans are secured with
7
<PAGE>
assets placed in an irrevocable trust. In addition, each non-employee director
received a gift of 100 shares of the Company's common stock on April 24, 1997.
Directors are also eligible to participate in the Retirement Plan for
Directors, whereby individuals who serve on the Company's Board of Directors
after 1982 and subsequently terminate their service as a director with at
least five years' tenure, are entitled to receive an annual benefit from the
Company equal to the annual director retainer fee plus 12 times the regular
meeting fee, as such fees are in effect on the date of termination, payable to
the director (or to the director's surviving spouse of at least one year or
other designated beneficiary) for the number of full or partial years the
director served on the Company's Board. Following the death of the director's
surviving spouse, or if there is no surviving spouse living at the time of the
death of the director, any benefits will be paid to one or more secondary
beneficiaries designated by the director prior to his or her death until the
first to occur of (i) receipt of the maximum benefit to which the director
would have been entitled had he or she survived, (ii) the death of the
secondary beneficiaries, if natural persons or (iii) benefits have been paid
under the plan to the director, surviving spouse, and/or the secondary
beneficiaries for a combined period of ten years.
Non-employee directors also participate in the 1988 Stock Option Plan for
Non-Employee Directors ("1988 Plan"), pursuant to which options to purchase a
total of 16,000 shares (2,000 shares for each non-employee director) of
Company common stock were granted in 1997 to the non-employee directors
eligible to receive grants under such plan. The option price for each such
option granted is 100% of the fair market value of Company common stock on the
date of grant. All options granted have a term of ten years, and become
exercisable in two cumulative installments of 50% of the number of shares with
respect to which the option was initially granted, on each of the first and
second anniversaries of the grant date, except that all options owned by a
director which are unexercisable on the date the director retires at or after
age 72 will become fully exercisable on the date of such retirement. Under the
CAP, non-employee directors have the opportunity to defer until retirement the
receipt of gain realized on exercise of stock options. The 1988 Plan calls for
each non-employee director to receive an option grant with respect to 5,000
shares upon joining the Board of Directors, and automatic annual grants of
2,000 shares thereafter to each continuing non-employee director.
8
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table and accompanying notes show for the Chief Executive
Officer and the other four most highly compensated executive officers of the
Company for 1997, the compensation paid by the Company to such persons for
services in all capacities during 1997 and the preceding two fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- --------------------- ---------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) (1) ($) (1) ($) ($) (#) (2) ($) (3) ($) (4)
------------------ ---- -------- ---------- ------------ ---------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles D. Miller 1997 $855,000 $1,249,600 -- -- 122,000 $656,000 $163,073
Chairman and Chief 1996 796,667 1,080,000 -- -- 180,000 1,253,000 121,535
Executive Officer 1995 731,667 1,000,000 -- -- 200,000 -- 177,728
Philip M. Neal 1997 $558,333 $725,000 -- -- 55,000 $428,000 $63,079
President and Chief 1996 519,000 650,000 -- -- 90,000 813,500 56,198
Operating Officer 1995 471,333 600,000 -- -- 100,000 -- 62,936
Kim A. Caldwell 1997 $346,917 $308,000 -- -- 43,000 $252,000 $124,463
Executive Vice 1996 315,000 175,000 -- -- 38,000 513,000 14,005
President, 1995 311,667 175,000 -- -- 46,000 -- 28,981
Global Technology and
New Business
Development
Stephanie A. Streeter 1997 $310,417 $295,000 -- -- 98,500 $232,000 $71,698
Group Vice President 1996 270,000 265,000 -- -- 34,000 100,000 17,725
Worldwide Office 1995 212,083 131,500 -- -- 19,000 -- 8,919
Products
Robert G. van
Schoonenberg 1997 $310,500 $250,000 -- -- 22,000 $240,000 $30,628
Senior Vice President 1996 282,500 230,000 -- -- 74,200 384,500 26,352
General Counsel and 1995 223,333 175,000 -- -- 16,000 -- 28,765
Secretary
</TABLE>
- - --------
(1) Amounts shown include amounts earned but deferred at the election of
executive officers under the Company's deferred compensation plans and the
Company's Employee Savings Plan, a qualified defined contribution plan
under Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code").
(2) Amounts for each of 1996 and 1997 consist of only one option grant, except
for Mr. van Schoonenberg who had two grants in 1996, and Mr. Caldwell and
Ms. Streeter who had two grants in 1997.
(3) Amounts for 1996 and 1997 consist of cash payments under the Company's Key
Executive Amended and Restated Long-Term Incentive Plan and Second Amended
and Restated Key Executive Long-Term Incentive Plan for the cycles which
were completed on December 31, 1995 and December 31, 1996, respectively.
For the cycle completed in 1996, half was paid in 1997, and the second
half in 1998.
(4) Amounts consist of (i) Company contributions to deferred compensation
plans and Company contributions to the Company's Employee Savings Plan, a
401(k) plan ("Savings Plan"); (ii) Company contributions to the Company's
Stock Holding and Retirement Enhancement Plan, a leveraged employee stock
ownership plan which offsets benefits under the Retirement Plan for
Employees of Avery Dennison Corporation; and (iii) interest earned on
deferred compensation accounts above 120% of the applicable federal rate
("above market interest"). These amounts for 1996 are $58,050, $4,435, and
$100,588, respectively for Mr. Miller; $36,250, $4,435, and $22,394,
respectively for Mr. Neal; $115,838, $4,435, and $4,190, respectively for
Mr. Caldwell; $67,263, $4,435, and $0, respectively for Ms. Streeter; and
$16,215, $4,435 and $9,978, respectively for Mr. van Schoonenberg.
9
<PAGE>
OPTION GRANTS
The following table shows information regarding options granted in 1997 to
each of the named executive officers under the 1990 Stock Option and Incentive
Plan for Key Employees (the "1990 Plan" or "1990 Stock Option Plan") and 1996
Stock Incentive Plan (the "1996 Plan"), pursuant to the Company's Third
Amended and Restated Key Executive Long-Term Incentive Plan (the "LTIP").
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------
NUMBER OF
SECURITIES % OF
UNDERLYING TOTAL OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE
GRANTED EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME (#) (1) (2) FISCAL YEAR ($/SH) DATE PRESENT VALUE ($) (3)
---- ----------- ------------- -------- ---------- ---------------------
<S> <C> <C> <C> <C> <C>
Charles D. Miller 122,000 9.22% $43.375 12/4/2007 $1,387,140
Philip M. Neal 55,000 4.16 43.375 12/4/2007 625,350
Kim A. Caldwell 28,000 2.12 43.375 12/4/2007 318,360
15,000 1.13 43.406 8/1/2007 198,900
Stephanie A. Streeter 23,500 1.78 43.375 12/4/2007 267,195
75,000 5.67 38.313 9/25/2007 778,500
Robert G. van
Schoonenberg 22,000 1.66 43.375 12/4/2007 250,140
</TABLE>
- - --------
(1) Non-qualified stock options were granted at fair market value for a term
of ten years under the 1990 or the 1996 Plan, pursuant to the LTIP. With
the exception of Mr. Caldwell's second grant which vest ratably over 4
years and Ms. Streeter's second grant of options which vest 50% after
three years and the remaining 50% after six years, the options vest nine
years and nine months from the date of grant, but are eligible for
accelerated vesting, beginning three years from the date of grant, if the
Company meets the "return on total capital" (as defined in the LTIP) test
set forth in the LTIP. This test generally measures the Company's return
on total capital against that of a specified group of other companies
approved by the Compensation and Executive Personnel Committee.
(2) The Compensation and Executive Personnel Committee may accelerate the time
at which an option becomes exercisable, and in the event of a "change of
control" of the Company (as defined in the option agreement) options
become immediately exercisable.
(3) Option grant date values were determined using a Black-Scholes option
pricing model adapted for use in valuing executive stock options. In
determining the Black-Scholes value, the following underlying assumptions
were used: (i) stock price volatility is measured as the standard
deviation of the Company's stock price over the three years prior to grant
(ranges from .1679 to .1816); (ii) dividend yield is measured as the
cumulative dividends paid the last twelve months as a percentage of the
twelve month average of the month-end closing prices (for the month in
which the dividend was declared) prior to grant of the option (ranges from
1.73% to 2.09%); (iii) the risk-free rate of return represents the weekly
average of the ten-year Treasury bond rates for the 52 weeks immediately
preceding the grant date of the options (ranges from 6.33% to 6.58%); (iv)
option term represents the period from the date of grant of each option to
the expiration of the term of each option (10 years); (v) vesting
restrictions are reflected by reducing the value of the option determined
by the Black-Scholes model by 5% for each full year of vesting
restrictions, assuming that exercisability of the options was accelerated
to the fifth anniversary of the option grant date as a result of meeting
the performance condition described in footnote (1) as of that date (i.e.,
25%). In the event that the performance condition described in footnote
(1) is met later than the fifth anniversary of the grant date, or is not
met during the term of the options, the grant date present value of the
options would be lower. In the event that such performance condition is
not met at all and the options become exercisable nine years and nine
months after the options are granted, the grant date present value of the
options would be $947,940 for Mr. Miller; $427,350 for Mr. Neal; $217,560
for Mr. Caldwell; $182,595 for Ms. Streeter, and $170,940 for Mr. van
Schoonenberg, respectively. The Black-Scholes option pricing model
establishes
10
<PAGE>
a cash equivalent value for an option on the date of grant. The Company's
use of such model is not intended to forecast any future appreciation in
the price of the Company's stock. In addition, no gain to the optionees is
possible without appreciation in the price of the Company's common stock,
which will benefit all stockholders. If the market price of the stock does
not exceed the exercise price of the options at some time after the options
become exercisable or if they terminate unvested or unexercised, the value
of the options will ultimately be zero.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows for each of the named executive officers the
shares acquired on exercise of options during 1997, the difference between the
option exercise price and the market value of the underlying shares on the
date of such exercise, and (as to outstanding options at December 31, 1997)
the number of unexercised options and the aggregate unrealized appreciation on
"in-the-money", unexercised options held at such date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR- FISCAL YEAR-
END (#) END ($) (2)
--------------- ----------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) (1) UNEXERCISABLE UNEXERCISABLE
---- --------------- ---------------- --------------- ----------------------
<S> <C> <C> <C> <C>
Charles D. Miller 297,156 $8,459,526 826,800/666,000 $27,030,116/11,166,000
Philip M. Neal 80,000 2,396,435 396,400/327,000 12,918,371/ 5,571,750
Kim A. Caldwell 28,000 841,250 175,400/167,000 5,660,130/ 2,626,780
Stephanie A. Streeter -- -- 31,600/171,500 990,755/ 1,905,875
Robert G. van
Schoonenberg -- -- 84,400/115,800 2,539,697/ 1,670,587
</TABLE>
- - --------
(1) Market value of the common stock at the exercise date minus the exercise
price of the options exercised. Amounts in this column represent the value
realized by the named executive upon the exercise of stock options granted
in prior years. All options had exercise prices equal to the market price
of the Company's stock on the date the options were granted, and vested on
the basis of the executive's continued employment with the Company. Thus,
the amount realized upon exercise of the options resulted directly from
appreciation in the Company's stock price during the executives' tenure
with the Company.
(2) Market value of the common stock at December 31, 1997 minus the exercise
price of "in-the-money" options.
11
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS
Under the LTIP, key executives recommended by the Company's Chief Executive
Officer and designated by the Compensation and Executive Personnel Committee
of the Board of Directors (the "Committee") are eligible to receive annual
grants of stock options and to earn a deferred cash incentive award based on
the financial performance of the Company and, in some cases, its business
units. Participants in the LTIP are eligible to earn a deferred cash incentive
award after the end of each performance cycle, which cycles generally begin
every other year. The current three-year cycle commenced in 1996 (1996-1998),
and future cycles will commence every other year (e.g., 1998 and 2000). Option
grants pursuant to the LTIP are made under the 1990 Plan or the 1996 Plan.
Cash payments made in 1997 under the LTIP for the performance cycle ended in
1996 are set forth in the table on page 9. No deferred cash incentive awards
were made under the LTIP in 1997.
RETIREMENT PLAN
The Company provides retirement benefits for employees under the Retirement
Plan for Employees of Avery Dennison Corporation (the "Retirement Plan") and
the Benefit Restoration Plan (the "BRP"), described below. Benefits under the
Retirement Plan are based on compensation and are calculated separately for
each year of service using the formula 1.25% times compensation up to the
breakpoint (currently $25,920, which is the average of the Social Security
wage bases for the preceding 35 years) plus 1.75% times compensation in excess
of the breakpoint. The results of the calculation for each year of service are
added together to determine the annual single life annuity Retirement Plan
benefit for an employee at normal retirement (age 65). The benefit is not
subject to deductions for Social Security payments or other offsets.
Amounts payable under the Retirement Plan may be reduced in accordance with
certain Code provisions which, as applied to plan years beginning on or after
December 1, 1994, limited the amount of compensation used to determine annual
benefit accruals under the Retirement Plan to the first $150,000 of covered
compensation and which limited the annual pension benefit payable under the
Retirement Plan to $120,000. The Company established the BRP in 1995 to
provide for the payment of supplemental retirement benefits to eligible
employees, including each of the individuals listed in the table on page 9,
whose Retirement Plan benefits are limited under the foregoing Code
provisions. The BRP is an unfunded excess benefit plan which is administered
by the Company. Benefits are payable under the BRP in amounts equal to the
amount by which a participant's benefits otherwise payable under the
Retirement Plan, with respect to periods from and after December 1, 1994, are
reduced under the applicable provisions of the Code.
Compensation covered by the Retirement Plan includes both salary and bonus
amounts, less amounts deferred at the election of employees under the
Company's deferred compensation plans and the Company's Employee Savings Plan.
However, the BRP covers compensation without deduction of amounts deferred
under such plans. Hence the retirement benefits payable to each of the
individuals listed in the table on page 9 under the Retirement Plan and the
BRP, taken together, will be based (for each year of service from and after
December 1, 1994) on the sum of the salary and bonus amounts (including all
deferred amounts), earned in each such year. The estimated annual benefits
payable to each of these individuals at normal retirement are $250,288 for Mr.
Miller, $300,399 for Mr. Neal, $228,244 for Mr. Caldwell, $289,043 for Ms.
Streeter, and $189,597 for Mr. van Schoonenberg, respectively. These estimated
benefits do not include any assumption for annual increases in compensation.
Benefits under the Company's Retirement Plan and the BRP are coordinated
with benefits from the Stock Holding and Retirement Enhancement Plan (the
"SHARE Plan"), a leveraged employee stock ownership plan. Under this
arrangement, the pension benefit to which an employee would otherwise be
entitled under the Retirement Plan and the BRP ("basic pension benefit") is
provided first under the SHARE Plan and then, to the extent necessary, under
the Retirement Plan and the BRP. If the sum of the Retirement Plan benefit
accrued before adoption of the SHARE Plan and the SHARE Plan benefit exceeds
the basic pension benefit, the employee receives the higher benefit.
12
<PAGE>
The Supplemental Executive Retirement Plan (the "SERP"), adopted in 1983, is
designed to provide its participants with additional incentives to further the
Company's growth and development and as an inducement to remain in its
service. Participants designated by the Committee of the Board of Directors
are offered benefits under this plan to supplement those to which they may be
entitled at the time of their retirement. The Committee has designated Charles
D. Miller as a participant in this plan. Mr. Miller's benefits will commence
upon his retirement at a benefit level which, when added to the benefits to
which he will be entitled from the Retirement Plan, the BRP and the SHARE Plan
at the time of his retirement, Company contributions to the Employee Savings
Plan and Social Security, will equal 62.5% of his final average compensation
(average salary for three highest 12 month periods out of his last 60 months
of employment plus the average of the three highest annual bonuses during his
last 60 months of employment), plus an additional 0.5% of such compensation
for each year of employment after age 65 (or during which termination
compensation payments under his employment agreement with the Company are
being made). Assuming benefits commence in 1999, Mr. Miller's estimated annual
retirement benefit under the SERP would be $570,300. Survivor and disability
benefits are also payable under the SERP under certain circumstances. Benefits
payable under the SERP are secured with assets placed in an irrevocable trust.
The cost of benefits payable under the SERP will be recovered from the
proceeds of life insurance purchased by the Company if assumptions made as to
life expectancy, policy dividends, and other factors are realized.
OTHER INFORMATION
On October 24, 1990, the Company entered into an agreement with Mr. Miller
which agreement was amended on April 15, 1997 and February 26, 1998, providing
that, if Mr. Miller's employment with the Company is terminated for any reason
other than cause, retirement at or after age seventy and one half, voluntary
resignation, or death, the Company must for three years thereafter or until he
reaches age seventy and one half, whichever occurs first, pay Mr. Miller (or
his beneficiary, should he die before all such payments have been made) annual
termination compensation equal to the highest compensation (salary plus bonus)
paid to him in any of the three previous years (half of his average annual
compensation over this period for disability termination) and continue
coverage during such period for Mr. Miller, and to the extent possible for his
spouse, under existing life, accident, medical and dental plans. Amounts to
which Mr. Miller would be entitled under this agreement are reduced to the
extent of any compensation he earns from any new employment. If Mr. Miller's
employment is terminated for any reason other than cause, he will be entitled
to purchase the Company automobile, if any, then being provided for his use at
the depreciated book value thereof, and to have assigned to him at no cost
(although Mr. Miller must reimburse the Company for the cash value of the
policy, if any), and with no apportionment of prepaid premiums, any assignable
insurance policy then owned by the Company relating specifically to him (paid
up to age seventy and one half). The agreement provides that Mr. Miller will
be reimbursed for any excise taxes which are imposed under Section 4999 of the
Code, and, in the event of change of control, Mr. Miller's unvested stock
options will be accelerated.
On April 15, 1997, the Company entered into an agreement with Mr. Neal
providing that, if his employment is terminated for any reason other than for
death, disability, cause or voluntary resignation without good reason (as such
terms are defined in the agreement), he (i) will receive a payment equivalent
to a pro-rated annual bonus for the year of termination; salary and bonus
(based on his highest combined annual base salary plus bonus in any of the
three previous years) for three years or until he reaches age 65 (the
"severance period"); and additional retirement and supplemental retirement
benefits which would have accrued during the severance period; (ii) will
continue to participate in welfare benefit plans (such as medical, dental, and
life insurance) for three years (but reduced to the extent such benefits are
provided by another employer); (iii) will receive three additional years of
age and service credit under the Company's deferred compensation plans; (iv)
will receive payments under the LTIP for performance cycles which commence
during his employment as if he had remained employed with the Company during
the severance period; and (v) his unvested stock options will be accelerated.
Upon any such termination, Mr. Neal will be entitled to purchase the Company
automobile, if any, then being provided for his use at its depreciated book
value, and to have assigned to him at no cost (although Mr. Neal must
reimburse the Company for the cash value of the policy, if any) and with no
apportionment of prepaid
13
<PAGE>
premiums, any assignable insurance policy then owned by the Company
specifically relating to him. If such termination occurs after a change of
control, the Company will pay for outplacement services not to exceed $50,000.
Amounts to which Mr. Neal would be entitled under the agreement are reduced to
the extent of any compensation which he earns from any new employment or
services performed during the severance period. Mr. Neal will be reimbursed
for any excise taxes which are imposed under Section 4999 of the Code.
On April 15, 1997, the Company entered into agreements with Mr. Caldwell and
Ms. Streeter which are substantially the same as that of Mr. Neal described
above, except (i) the severance period following termination is one year
before a change of control and three years after a change of control; (ii)
coverage under welfare benefit plans and additional age and service credit
under the Company's deferred compensation plans following termination is one
year before a change of control and three years (or the minimum age and
service credit required for early retirement benefits and the retirement
interest rate) after a change of control; and (iii) there are no comparable
provisions relating to payments under the LTIP or assumption of insurance
policies. On March 16, 1996, the Company entered into an agreement with Mr.
van Schoonenberg providing that, if his employment with the Company is
terminated for any reason other than for death, disability, cause, or
voluntary resignation without good reason (as such terms are defined in the
agreement), he will receive a payment equivalent to two years salary and
bonus, continue to participate in benefit and incentive plans for a two-year
period, his unvested options will be accelerated, and he will receive the
minimum age and service credit required for early retirement eligibility and
other purposes; in the event of such termination within two years of a change
of control, he will receive a payment equal to three times salary and bonus,
payment for LTIP and reimbursement for excise taxes.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act") requires the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities
(collectively, "Insiders"), to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange. Insiders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations from certain
Insiders that no other reports were required for such Insiders, the Company
believes that, during the 1997 fiscal year, Insiders complied with all
applicable Section 16(a) filing requirements.
REPORT OF COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE
ON EXECUTIVE COMPENSATION
The Committee has furnished the following report on executive compensation.
OVERALL POLICY
The Company's executive compensation program is designed to be closely
linked to Company performance and returns to stockholders. To this end, the
Company developed several years ago overall compensation strategy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified performance goals and to
appreciation in the Company's stock price. The overall objectives of this
strategy are to attract and retain the best possible executive talent, to
motivate these executives to achieve the goals inherent in the Company's
business strategy, to link executive and stockholders interests through equity
based plans and finally to provide a compensation package that recognizes
individual contributions as well as overall business results.
14
<PAGE>
Each year the Committee, which is comprised exclusively of non-employee
directors, conducts a review of the Company's executive compensation program.
This review includes an assessment of the effectiveness of the Company's
compensation program and a comparison of the Company's executive compensation
and performance to comparable public corporations, including companies within
the Peer Group described under "Stockholder Return Performance." The Company
retains from time to time the services of executive compensation consultants
to provide to the Company and the Committee comparative data, benefit design
advice and analysis of the cost of incentives provided.
The Committee determines the compensation of the Company's 20 executive
officers, including the individuals whose compensation is detailed in this
proxy statement, and sets policies for and reviews the compensation awarded to
another approximately 48 highly compensated executives. This is designed to
ensure consistency throughout the executive compensation program. In reviewing
the individual performance of the 19 executive officers (other than Mr.
Miller), the Committee takes into account the detailed performance reviews and
recommendations of Mr. Miller.
The key elements of the Company's executive compensation program consist of
base salary, annual bonus, stock options, and, for certain executives,
participation in the Company's LTIP. The Committee's policies with respect to
each of these elements, including the basis for the compensation paid and
awarded to Mr. Miller, the Company's Chairman and Chief Executive Officer, are
discussed below. In addition, while the elements of compensation described
below are considered separately, the Committee takes into account the full
compensation package afforded by the Company to the individual.
Under the 1993 Omnibus Budget Reconciliation Act ("OBRA"), income tax
deductions of publicly-traded companies may be limited to the extent total
compensation for certain executive officers exceeds $1 million (less the
amount of any "excess parachute payments" as defined in Section 280G of the
Code) in any one year, except for compensation payments which qualify as
"performance-based." The Committee has designed certain of the Company's
compensation programs to conform with the OBRA legislation and related
regulations so that total compensation paid to any employee covered by the
OBRA legislation will not exceed $1 million in any one year, except for
compensation payments which qualify as "performance-based." However, the
Company may pay compensation which is not deductible in certain circumstances
when sound management of the Company so requires. In addition, consistent with
its other objectives, the Committee may consider alternatives to provide for
the deductibility of compensation payments.
BASE SALARIES
Base salaries for new executive officers are initially determined by
evaluating the responsibilities of the position to be held and the experience
of the individual, and by reference to the competitive marketplace for
executive talent, including a comparison to base salaries for comparable
positions at other companies. The Company participates each year in two
nationwide salary surveys of between approximately 350 and 400 large public
companies performed by nationally recognized compensation consulting firms.
The Committee uses the data compiled from these surveys to assist it in
establishing base salaries. In general, base salaries and total compensation
for executives are targeted to a range that is within the third quartile (the
fourth quartile being the highest) of the compensation paid by such other
companies. Mr. Miller's base salary is also targeted in this range, and his
total compensation is targeted to a range within the fourth quartile. In
addition, in establishing salary levels within that range, the Committee
considers the competitiveness of the executives' entire compensation package.
For 1997, salary levels were within or below this range, based on competitive
salary data compiled in 1996 and updated for use in 1997.
Annual salary adjustments are determined by evaluating the performance of
the Company and of each executive officer, reviewing base salaries for
comparable positions at other companies contained in the salary surveys
described above, and, for selected senior executives, including Mr. Miller,
comparing the total compensation packages of the executives, including base
salary, with those of the companies in the Peer Group described under
"Stockholder Return Performance." In addition, the Committee takes into
account any new
15
<PAGE>
responsibilities. In the case of executive officers with responsibility for a
particular business unit, such unit's financial results are also considered.
The Committee, where appropriate, also considers non-financial performance
measures. These include increases in market share, manufacturing efficiency
gains, improvements in product quality, customer service, working capital
management, employee safety, relations with employees and leadership
development.
With respect to the base salary granted to Mr. Miller in 1997, the Committee
took into account a comparison of base salaries of chief executive officers of
the other companies contained in the salary surveys described above; the total
compensation packages of the executives, including base salary, of the
companies in the Peer Group described under "Stockholder Return Performance,"
the Company's success in exceeding several financial goals in 1997, including
return on total capital ("ROTC") and earnings per share ("EPS"); the
performance of the Company's common stock; and the assessment by the Committee
of Mr. Miller's individual performance, including his leadership with respect
to the development of long-term business strategies for the Company to improve
its economic value, leadership development, succession planning and management
continuity. The Committee also took into account the longevity of Mr. Miller's
service to the Company and its belief that Mr. Miller is an excellent
representative of the Company to the public by virtue of his stature in the
community and the industries in which the Company operates. Mr. Miller was
granted a base salary of $880,000 for 1997 (effective May 1997), an increase
of 7.3% over his $820,000 base salary for 1996.
ANNUAL BONUS
The Company's executive officers, other than Messrs. Miller and Neal, are
eligible for an annual cash bonus under the Company's Executive Leadership
Compensation Plan (the "Executive Bonus Plan"). Under the Executive Bonus
Plan, individual and corporate performance objectives are established at the
beginning of each year. Eligible executives are assigned threshold, target and
maximum bonus levels. The Company performance measure for bonus payments is
based on several financial goals, including, in 1997, ROTC and EPS. For
executive officers with responsibility for a particular group, each of which
consists of several business units, the performance measure is based on the
group's net income, economic value added and ROTC. The Committee weighs these
financial goals very heavily. Each of the specified financial performance
measures is given approximately equal weight. In 1997, the Company exceeded
each of its targeted financial goals. The Committee also considers the
individual non-financial performance measures described above under "Base
Salaries" in determining bonuses under the Executive Bonus Plan, but to a much
lesser extent than the financial goals described above.
Messrs. Miller and Neal are eligible for an annual cash bonus under the
Company's Senior Executive Leadership Compensation Plan (the "Senior Executive
Bonus Plan") which was approved by stockholders in 1994 as part of the
Company's policy to design certain of the Company's compensation programs to
conform with the OBRA legislation and related regulations. Payments under the
Senior Executive Bonus Plan are based solely on the achievement of one or more
of the following pre-established objective performance goals: ROTC, EPS,
return on sales, economic value added, return on equity, net income, cash
flow, sales and total shareholder return (defined as cumulative shareholder
return, including the reinvestment of dividends, on the Company's common
stock), subject to the Committee's discretion to decrease awards which would
otherwise be payable under the Senior Executive Bonus Plan. In addition, no
bonuses are payable to the chief executive officer, chief operating officer or
chief financial officer (who is currently a participant in the Executive Bonus
Plan) unless the Company's pre-tax return on stockholders' equity exceeds a
minimum threshold and, in such event, the total of such executives' bonuses
may not exceed a specified percentage of the Company's pre-tax return on
stockholders' equity in excess of that minimum threshold. In 1997, the Company
substantially exceeded each of its targeted performance goals (ROTC and EPS)
under the Senior Executive Bonus Plan. Based on this performance, Mr. Miller
was awarded a bonus of $1,249,600, a 15.7% increase over the bonus paid in
1996.
16
<PAGE>
STOCK OPTIONS
Under the 1990 Plan and 1996 Plan, stock options are granted to the
Company's executive officers. The size of stock option awards is determined by
the Committee using as a guideline a formula which takes into account
competitive compensation data and the executive's total cash compensation
opportunity (base salary and bonus opportunity). The formula does not take
into account the amount of stock options previously awarded to the executive
officers, although the Committee may do so. In the event of poor Company or
individual performance, the Committee can elect not to award options or grant
options on fewer shares.
Stock options are designed to align the interests of executives with those
of the stockholders. The Committee believes that significant equity interests
in the Company held by the Company's management align the interests of
stockholders and management. The Company has adopted a stock ownership
philosophy for officers and directors which encourages each officer and
director to achieve and maintain certain specified levels of stock ownership
during his or her tenure with the Company.
Stock options are granted with an exercise price equal to the market price
of the common stock on the date of grant and with a ten-year term. Except for
special grants, options for LTIP participants (including the individuals whose
compensation is detailed in this proxy statement) vest nine years and nine
months from the date of grant, subject to accelerated vesting beginning three
years from the date of grant if the Company meets the ROTC test set forth in
the LTIP. Options for the rest of the Company's executives vest 25% per year
over four years. This approach is designed to promote the creation of
stockholder value over the long-term since the full benefit of the
compensation package cannot be realized unless stock price appreciation occurs
over a number of years.
In 1997, Mr. Miller received options to purchase 122,000 shares with an
exercise price of $43.375 per share. Mr. Miller now owns directly 272,266
shares of the Company's common stock and, with the 1997 grant, holds options
to purchase an additional 1,492,800 shares, of which options to purchase
826,800 shares were exercisable at December 31, 1997.
LTIP
Under the LTIP, key executives recommended by the Company's Chief Executive
Officer and designated by the Committee are eligible to receive annual grants
of stock options, as described above, and to earn a deferred cash incentive
award based on the financial performance of the Company and, in some cases,
its business units. Participants in the LTIP are eligible to earn a deferred
cash incentive award after the end of each multi-year performance cycle, which
cycles generally begin every other year. Option grants pursuant to the LTIP
are made under the 1990 Plan and the 1996 Plan and are described above under
"Stock Options." Cash payments made in 1997, under the LTIP for the
performance cycle ended in 1996, are set forth in the table on page 9. No
deferred cash incentive awards were made under the LTIP in 1997.
CONCLUSION
Through the programs described above, a very significant portion of the
Company's executive compensation is linked directly to individual and Company
performance and stock price appreciation. In 1997, approximately 50% of the
Company's executive compensation (over 65% for the individuals listed in the
table on page 9 consisted of these performance-based variable elements. In the
case of Mr. Miller, approximately 75% of his 1997 compensation consisted of
performance-based variable elements. The Committee intends to continue the
policy of linking executive compensation to Company performance and returns to
stockholders, recognizing that the ups and downs of the business cycle from
time to time may result in an imbalance for a particular period.
February 26, 1998
John C. Argue, Chairman
Frank V. Cahouet
Sidney R. Petersen
17
<PAGE>
STOCKHOLDER RETURN PERFORMANCE
The graph on the next page compares the Company's cumulative stockholder
return on its common stock, including the reinvestment of dividends, with the
return on the Standard & Poor's 500 Stock Index (the "S&P 500 Index") and the
average return, weighted by market capitalization, of a peer group of
companies (the "Peer Group"). In addition, the Company has included the median
return of the Peer Group in the graph because, under the Company's LTIP,
Company performance is measured against the performance of other companies
using a percentile approach in which each company is given equal weight
regardless of its size.
The Peer Group is comprised of Air Products & Chemicals Inc., Armstrong
World Industries Inc., Arvin Industries Inc., Baker-Hughes, Inc., Bemis
Company, Inc., Black & Decker Corporation, Boise Cascade Corporation, Cabot
Corporation, Crane Co., Danaher Corporation, Dresser Industries, Inc., Eaton
Corporation, Ecolab Inc., Engelhard Corporation, Ethyl Corporation, Federal-
Mogul Corporation, Ferro Corporation, H. B. Fuller Company, The B. F. Goodrich
Co., W. R. Grace & Co., Great Lakes Chemical Corporation, Harris Corporation,
Harsco Corporation, Hercules Inc., Illinois Tool Works Inc., Ingersoll-Rand
Co., Mark IV Industries Inc., The Mead Corporation, Moore Corporation Ltd.,
Morton International Inc., Nacco Industries, Nalco Chemical Co., Newell Co.,
Olin Corporation, P.P.G. Industries Inc., Parker-Hannifin Corporation, Pentair
Inc., Pitney Bowes Inc., Premark International Inc., Rubbermaid Inc., Sequa
Corporation, The Sherwin-Williams Co., Snap-On Tools Corp., Sonoco Products
Co., Stanley Works, Tecumseh Products Co., Union Camp Corporation, Union
Carbide Corporation, Westvaco Corporation, and Witco Corporation. James River
Corporation of Virginia, which was acquired in August 1997 by Fort Howard
Corporation, has been removed from the Peer Group for all periods, and Black &
Decker Corporation has been included for all periods.
18
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN/(1)/
OF AVERY DENNISON, S&P 500 INDEX AND PEER GROUP,
WEIGHTED AVERAGE/(2)/ AND MEDIAN
AS OF DECEMBER 31, 1997
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period AVERY S&P PEER GROUP PEER GROUP
(Fiscal Year Covered) DENNISON 500 INDEX (WT. AVERAGE/(2)/ (MEDIAN)
- - ------------------- ---------- --------- ---------------- ----------
<S> <C> <C> <C> <C>
Measurement Pt- 12/92 $100 $100 $100 $100
FYE 12/93 $106 $110 $118 $114
FYE 12/94 $131 $112 $120 $114
FYE 12/95 $191 $153 $157 $144
FYE 12/96 $275 $189 $188 $172
FYE 12/97 $354 $251 $241 $229
</TABLE>
- - --------
/(1)/ Assumes $100 invested on December 31, 1992, and the reinvestment of
dividends; chart reflects performance on a calendar year basis.
/(2)/ Weighted average is weighted by market capitalization.
Stock price performance of the Company reflected in the above graph is not
necessarily indicative of future price performance.
19
<PAGE>
CERTAIN TRANSACTIONS
Peter W. Mullin is the chairman and chief executive officer and a director
of Mullin Insurance Services, Inc. ("MINC") and PWM Insurance Services, Inc.
("PWM"), executive compensation and benefit consultants and insurance agents.
Mr. Mullin is also the majority stockholder of MINC and the principal
stockholder of PWM. During 1997, the Company paid insurance companies premiums
for life insurance placed by MINC and PWM in 1997 and prior years in
connection with various Company employee benefit plans. In 1997, MINC and PWM
earned commissions from such insurance companies in an aggregate amount of
approximately $626,400 for the placement and renewal of this insurance, in
which Mr. Mullin had direct and indirect interests approximating $494,200. In
addition, in 1997 PWM had an interest in SCA Consulting, L.L.C. ("SCA").
During 1997, the Company paid SCA a total of $100,409 for consulting
assignments, in which Mr. Mullin had an indirect interest approximating
$20,402.
Richard M. Ferry is co-founder, chairman, a director and stockholder of
Korn/Ferry International ("Korn/Ferry"), an executive search firm. During
1997, Korn/Ferry received an aggregate of approximately $155,500 in payments
from the Company for worldwide executive search services, in which Mr. Ferry
had an indirect interest approximating $11,041.
VOTING SHARES
Stockholders of record at the close of business on February 24, 1998, are
entitled to notice of, and to vote at, the Annual Meeting. There were
118,069,484 shares of common stock of the Company outstanding on February 24,
1998.
PRINCIPAL STOCKHOLDERS
Whenever in this proxy statement information is presented as to "beneficial
ownership," please note that such ownership indicates only that the person
shown, directly or indirectly, has or shares with others the power to vote (or
to direct the voting of) or the power to dispose of (or to direct the
disposition of) such shares; such person may or may not have any economic
interest in the shares. The reporting of information herein does not
constitute an admission that any such person is, for the purpose of Section 13
or 16 of the 1934 Act, the "beneficial owner" of the shares shown herein.
To the knowledge of the Company, the following were the only persons who, as
of December 31, 1997, owned beneficially 5% or more of the outstanding common
stock of the Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Avery Dennison Corporation
Employee Stock Benefit Trust ("ESBT")............. 16,676,141(1) 14.0%
Wachovia Bank, N.A., Trustee
101 North Main Street
Winston-Salem, NC 27150-3099
The Capital Group Companies, Inc. ("Capital
Group").......................................... 7,602,750(2) 6.4%
333 South Hope Street
Los Angeles, CA 90071
</TABLE>
- - --------
(1) The ESBT and Wachovia Bank, N.A., as Trustee, disclaim beneficial
ownership of these shares.
(2) The Capital Group disclaims beneficial ownership of these shares. The
Capital Group is the parent holding company of a group of investment
management companies that hold investment power and, in some cases, voting
power over the securities referred to herein. The investment management
companies, which include
20
<PAGE>
a "bank" as defined in Section 3(a)6 of the 1934 Act and several investment
advisers registered under Section 203 of the Investment Advisers Act of
1940, provide investment advisory and management services for their
respective clients which include registered investment companies and
institutional accounts. The Capital Group does not have investment power or
voting power over any of the securities referred to herein, however, the
Capital Group may be deemed to "beneficially own" such securities by virtue
of Rule 13-d-3 under the 1934 Act.
The Company's Employee Savings Plan, SHARE Plan and Retirement Plan (the
"Plans") together owned a total of 10,976,088 shares of Company common stock
on December 31, 1997, or 9.2% of the common stock then outstanding. Although
the Company is the Administrator of the Plans, each plan was established and
is administered to achieve the different purposes for which it was created for
the exclusive benefit of its participants, and employees participating in the
Plans are entitled to vote all shares allocated to their accounts.
Accordingly, such plans do not constitute a "group" within the meaning of
Section 13(d) of the 1934 Act.
21
<PAGE>
GENERAL
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P. to serve as the
Company's independent accountants for the 1998 fiscal year. One or more
representatives of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting to respond to appropriate questions and will be given an opportunity
to make a statement if they so desire.
STOCKHOLDER PROPOSALS
Stockholder proposals for presentation at the annual meeting scheduled to be
held on April 22, 1999, must be received at the Company's principal executive
offices on or before November 6, 1998. The Company's Bylaws provide that
stockholders desiring to nominate persons for election to the Board of
Directors or to bring any other business before the stockholders at an annual
meeting must notify the Secretary of the Company thereof in writing 60 to 90
days prior to the first anniversary of the preceding year's annual meeting
(or, if the date of the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, 60 to 90 days prior to such annual
meeting or within 10 days after the public announcement of the date of such
meeting is first made by the Company; or, if the number of directors to be
elected to the Board of Directors is increased and the Company does not make a
public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 70 days prior to the first
anniversary of the preceding year's annual meeting, within 10 days after such
public announcement is first made by the Company (with respect to nominees for
any newly created positions only)). Such notice must include (a) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act and Rule 14a-11 thereunder, (b) as to any other business
that the stockholder proposes to bring before the meeting, a brief description
of such business, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made, and (c) the name and
record address, and class and number of shares owned beneficially and of
record, of such stockholder and any such beneficial owner.
ANNUAL REPORT
The Company's 1997 Annual Report to Stockholders has recently been mailed to
all stockholders of record.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, AND RETURN THE ACCOMPANYING
PROXY SOLICITATION/VOTING INSTRUCTION CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Robert G. van Schoonenberg
Secretary
Dated: March 6, 1998
22
<PAGE>
<TABLE>
<S> <C> <C>
PROXY SOLICITATION/ AVERY DENNISON CORPORATION
[LOGO OF AVERY DENNISON] VOTING INSTRUCTION CARD 150 NORTH ORANGE GROVE BOULEVARD
ANNUAL MEETING - APRIL 23, 1998 PASADENA, CALIFORNIA 91103
PASADENA, CALIFORNIA
</TABLE>
The undersigned hereby appoints John C. Argue, Richard M. Ferry, and Sidney R.
Petersen, or each or any of them with power of substitution, proxies for the
undersigned to act and vote at the 1998 Annual Meeting of Stockholders of Avery
Dennison Corporation and at any adjournments thereof as indicated upon the
matters referred to on the reverse side and described in the proxy statement for
the meeting, and, in their discretion, upon any other matters which may properly
come before the meeting. This card provides voting instructions, as applicable,
to (i) the appointed proxies for shares held of record by the undersigned
including those held under the Company's Dividend Reinvestment Plan, and (ii)
the Trustee for shares held on behalf of the undersigned in the Company's
Savings Plan and SHARE Plan.
1. Election of Directors
NOMINEES: Frank V. Cahouet, Peter W. Mullin, Joan T. Bok and Philip M. Neal
IF NO OTHER INDICATION IS MADE, THE PROXIES SHALL VOTE FOR THE ELECTION
OF THE DIRECTOR NOMINEES.
(OVER)
(continued and to be signed on other side)
PLEASE FOLD AND DETACH HERE
Dear Stockholder/Plan Participant:
Please complete the card and return it promptly in the envelope provided so that
your vote can be tabulated prior to the Annual Meeting of Stockholders which
will be held on April 23, 1998.
Alternatively, you may vote your shares by telephone. Voting by telephone
eliminates the need to return the card. To vote by telephone, please
follow the steps below:
1) Have this card and your social security number available.
2) Using a touch-tone telephone, call 1-800-OK2-VOTE (1-800-652-8683)
24 hours a day, 7 days a week.
Your telephone vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the card.
U.S. Trust Company of California, N.A., as Trustee of the Avery Dennison
Corporation Savings Plan and SHARE Plan, will vote shares of Company Stock that
have not been allocated to the account of any participant in proportion to the
manner in which allocated shares of Company Stock are voted by participants who
timely furnish voting instructions. The card should be returned no later than
April 16, 1998.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
<PAGE>
<TABLE>
<CAPTION>
Please mark [X]
your votes as
indicated in
this example
A vote FOR ALL nominees is recommended by
the Board of Directors.
<C> <S>
1. Election of Directors (page 1)
FOR WITHHELD
FOR ALL EXCEPT the following ALL FROM ALL
nominee(s): [ ] [ ]
_______________________
PLEASE DO NOT FOLD OR
PERFORATE THIS CARD
IMPORTANT--PLEASE MARK, SIGN, DATE AND
RETURN THIS CARD PROMPTLY IN THE ENCLOSED
ENVELOPE. THANK YOU.
Send admission ticket for meeting
[ ]
Signature of Stockholder(s)/Plan Participant(s) Date , 1998
--------------------------------------- ---------------
NOTE: If acting as attorney, executor, trustee, or in other representative capacity, please sign name and title.
PLEASE FOLD AND DETACH HERE
</TABLE>
NOTICE
If you plan to attend the Annual Meeting of Stockholders, please so indicate by
marking the appropriate box on this card. Space limitations make it necessary
to limit attendance to stockholders. Registration for the Annual Meeting will
begin at 12:30 p.m. on April 23, 1998.
<PAGE>
<TABLE>
<S> <C> <C>
[LOGO OF AVERY DENNISON] CONFIDENTIAL VOTING INSTRUCTIONS AVERY DENNISON CORPORATION
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
</TABLE>
TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK AS TABULATING AGENT FOR THE TRUSTEE
OF THE AVERY DENNISON CORPORATION EMPLOYEE STOCK BENEFIT TRUST
VOTING INSTRUCTIONS SOLICITED BY THE TRUSTEE ON BEHALF OF THE BOARD OF
DIRECTORS OF AVERY DENNISON CORPORATION FOR THE ANNUAL MEETING OF
STOCKHOLDERS, APRIL 23, 1998.
The undersigned hereby authorizes Wachovia Bank, N.A., as Trustee, to act
and vote at the 1998 Annual Meeting of Stockholders of Avery Dennison
Corporation and at any adjournments thereof as indicated upon the matters
referred to on the reverse side and described in the proxy statement for the
meeting, and, in its discretion, upon any other matters which may properly come
before the meeting.
1. Election of Directors
NOMINEES: Frank V. Cahouet, Peter W. Mullin, Joan T. Bok and Philip M. Neal
IF NO OTHER INDICATION IS MADE, THE SHARES SHALL BE VOTED FOR THE ELECTION
OF THE DIRECTOR NOMINEES.
(OVER)
(continued and to be signed on other side)
PLEASE FOLD AND DETACH HERE
Dear Avery Dennison Optionee:
Under the terms of the Avery Dennison Corporation Employee Stock Benefit Trust,
you are entitled, as an employee and a holder of vested stock options from Avery
Dennison, to instruct the Trustee how to vote shares held by the Trust.
Please complete the card and return it promptly in the envelope provided so that
your instructions can be tabulated prior to the Annual Meeting of Stockholders
which will be held on April 23, 1998.
Alternatively, you may vote your shares by telephone. Voting by telephone
eliminates the need to return the card. To vote by telephone, please
follow the steps below:
1) Have this card and your social security number available.
2) Using a touch-tone telephone, call 1-800-OK2-VOTE (1-800-652-8683)
24 hours a day, 7 days a week.
Your telephone vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
<PAGE>
<TABLE>
<CAPTION>
Please mark [X]
your votes as
indicated in
this example
A vote FOR ALL nominees is recommended by
the Board of Directors.
<C> <S>
1. Election of Directors (page 1)
FOR WITHHELD
FOR ALL EXCEPT the following ALL FROM ALL
nominee(s): [ ] [ ]
_______________________
PLEASE DO NOT FOLD OR
PERFORATE THIS CARD
IMPORTANT--PLEASE MARK, SIGN, DATE AND
RETURN THIS CARD PROMPTLY IN THE ENCLOSED
ENVELOPE. THANK YOU.
Signature of Optionee ____________________________________________ Date ________________________, 1998
NOTE: If acting as attorney, executor, trustee, or in other representative capacity, please sign name and title.
PLEASE FOLD AND DETACH HERE
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
PROXY
[LOGO OF AVERY DENNISON] SOLICITED BY BOARD OF DIRECTORS AVERY DENNISON CORPORATION
ANNUAL MEETING - APRIL 23, 1998 150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA PASADENA, CALIFORNIA 91103
</TABLE>
The undersigned hereby appoints John C. Argue, Richard M. Ferry and Sidney R.
Petersen, or each or any of them with power of substitution, proxies for the
undersigned to act and vote at the 1998 Annual Meeting of Stockholders of Avery
Dennison Corporation and at any adjournments thereof as indicated upon the
matters referred to on the reverse side and described in the proxy statement for
the meeting, and, in their discretion, upon any other matters which may properly
come before the meeting.
1. Election of Directors
NOMINEES: Frank V. Cahouet, Peter W. Mullin, Joan T. Bok and Philip M. Neal
IF NO OTHER INDICATION IS MADE, THE PROXIES SHALL VOTE FOR THE ELECTION
OF THE DIRECTOR NOMINEES.
(OVER)
(continued and to be signed on other side)
PLEASE FOLD AND DETACH HERE
<PAGE>
<TABLE>
<CAPTION>
Please mark [X]
your votes as
indicated in
this example
A vote FOR ALL nominees is recommended by
the Board of Directors.
<C> <S>
1. Election of Directors (page 1)
FOR WITHHELD
FOR ALL EXCEPT the following ALL FROM ALL
nominee(s): [ ] [ ]
_______________________
PLEASE DO NOT FOLD OR
PERFORATE THIS CARD
IMPORTANT--PLEASE MARK, SIGN, DATE AND
RETURN THIS CARD PROMPTLY IN THE ENCLOSED
ENVELOPE. THANK YOU.
Space limitations for the Annual
Meeting make it necessary to limit
attendance to stockholders. "Street
name" holders need to bring a copy of a
brokerage statement reflecting stock
ownership as of February 24, 1998.
Signature of Stockholder(s) ____________________________________________ Date ________________________, 1998
NOTE: If acting as attorney, executor, trustee, or in other representative capacity, please sign name and title.
PLEASE FOLD AND DETACH HERE
</TABLE>
