<PAGE>
[LOGO]
FIBERMARK
NOTICE OF
1999 ANNUAL MEETING OF
SHAREHOLDERS OF FIBERMARK, INC.
<PAGE>
FIBERMARK, INC.
P.O. Box 498 - Brattleboro, Vermont 05302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1999
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of
FiberMark, Inc., a Delaware corporation ("the Company"), will be held on
Wednesday, MAY 19, 1999, at 2:00 p.m. at the Hyatt Harborside at Boston's
Logan International Airport, 101 Harborside Drive, Boston, Massachusetts for the
following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the selection of KPMG LLP as independent auditors of the
Company for its fiscal year ending December 31, 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has established the close of business on April 1,
1999 as the record date for the determination of shareholders entitled to notice
of and to vote at this Annual Meeting and at any adjournment or postponement
thereof.
By Order of the Board of Directors
Paul S. Street
Secretary and General Counsel
Brattleboro, Vermont
April 2, 1999
IMPORTANT
/ / ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER ON NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND PROMPTLY RETURN THE PROXY IN THE ENCLOSED REPLY ENVELOPE.
/ / IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME
AND YOU PLAN TO ATTEND, EVIDENCE OF STOCK OWNERSHIP MUST BE PROVIDED.
/ / EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING. IF SHARES ARE NOT HELD IN YOUR NAME, YOU MUST OBTAIN A
PROXY ISSUED IN YOUR NAME FROM THE RECORD HOLDER IF YOU PLAN TO VOTE AT THE
MEETING.
<PAGE>
FIBERMARK, INC.
P.O. Box 498 - Brattleboro, Vermont 05302
PROXY STATEMENT
MAY 19, 19998
TABLE OF CONTENTS
<TABLE>
<S> <C>
Information Concerning Solicitation and Voting................................1
Proposal 1 - Election of Directors............................................3
Proposal 2 - Ratification of Selection of Independent Auditors................6
Security Ownership of Certain Beneficial Owners and Management................7
Executive Compensation and Other Information.................................11
Certain Transactions ........................................................19
Compliance with Section 16(A) of The Securities Exchange Act of 1934.........19
Other Matters................................................................19
</TABLE>
<PAGE>
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
FiberMark, Inc., a Delaware corporation (the "Company"), for use at the Annual
Meeting of Shareholders to be held on May 19, 1999, at 2:00 p.m. (the "Annual
Meeting"), or at any adjournment or postponement thereof, for the purposes
outlined in the accompanying Notice of Annual Meeting of Shareholders. The
Annual Meeting will be held at the Hyatt Harborside at Boston's Logan
International Airport, 101 Harborside Drive, Boston, MA. The Company intends to
mail this proxy statement and accompanying proxy card on or about April 7, 1999
to all shareholders entitled to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies
including preparation, assembly, printing, and mailing of this proxy statement,
the proxy, and any additional information to be furnished to shareholders.
Copies of solicitation materials will be furnished to banks, brokerage houses,
fiduciaries, and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by personal solicitation by
directors, executive officers, or other regular employees of the Company. No
additional compensation will be paid to directors, executive officers, or other
regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on
April 1, 1999, will be entitled to notice of and to vote at the Annual Meeting.
At the close of business on April 1, 1999, the Company had outstanding and
entitled to vote 7,798,822 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to
one vote for each share held on all matters to be voted upon at the Annual
Meeting.
All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions, and broker non-votes on of each proposal to be voted upon at the
meeting. Abstentions will be counted towards the tabulation of votes cast on
proposals presented to the shareholders and will have the same effect as
negative votes. Broker non-votes are counted towards a quorum, but are not
counted for any purpose in determining whether a matter has been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted. It may be revoked by filing a
written notice of revocation or a duly executed proxy bearing a later date with
the Secretary of the Company at the Company's corporate office, P.O. Box 498,
Brattleboro, Vermont 05302, or it may be revoked by attending the meeting and
voting in person. Attendance at the meeting will not, by itself, revoke a
proxy.
<PAGE>
SHAREHOLDER PROPOSALS
Under Section 5(b) of the bylaws of the Company, proposals by
shareholders of the Company must be given in writing to the Secretary of the
Company in a timely manner. Timely proposals must be received at the corporate
offices of the Company not less than one hundred twenty (120) calendar days
before the Company's proxy statement is released to shareholders in connection
with the current year's annual meeting of shareholders. No timely proposals were
received.
STOCKHOLDER NOMINATION OF DIRECTORS
Under Section 5(c) of the bylaws of the Company, nominations for
election to the Board of Directors by shareholders of the Company must be made
in accordance with the requirements of the bylaws. No timely nominations were
received.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
There are nine nominees for the Board of Directors' positions presently
authorized in the Company's Bylaws. Each director to be elected will hold office
until the next annual meeting of shareholders and until his successor is elected
and has qualified, or until such director's earlier death, resignation, or
removal. The terms "Board of Directors" or "Board" may be used interchangeably
throughout and refer to the Board of Directors of the Company.
Shares represented by executed proxies will be voted, if authority to
do so is not withheld, for the election of the nine nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as the Board may propose. Each person nominated for election
has agreed to serve if elected and management has no reason to believe that any
nominee will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
NOMINEES
The names of the nominees and biographical information follow:
ALEX KWADER, age 56, has been the President and Chief Executive Officer of
FiberMark since August 1991 and a director since November 1991. Since 1970, Mr.
Kwader has been employed by the company and its predecessor, Boise Cascade
("BCC"), a diversified paper products company. He served as Senior Vice
President of the company from March 1990 to August 1991 and as Vice President
from the company's inception in June 1989 until March 1990. From 1970 until June
1989, Mr. Kwader was employed by BCC, in various managerial positions. Mr.
Kwader was General Manager of the Pressboard Products Division from 1986 until
June 1989. From 1980 to 1985, he served as General Manager of the Latex Fiber
Products Division of BCC. Mr. Kwader holds a B.S. in Mechanical Engineering from
the University of Massachusetts and a M.S. from Carnegie Mellon University and
attended the Harvard Business School Executive Program.
K. PETER NORRIE, age 60, has served as Chairman of the Board of Directors of the
Company since June 1989 and as Chief Executive Officer from the Company's
inception in June 1989 to November 1990. He is also a member of the Compensation
Committee of the Board of Directors. Mr. Norrie is currently the President of
Parma Laboratories, Inc. and has served in such capacity since 1992. From 1976
until June 1989, Mr. Norrie was Senior Vice President and General Manager of
Boise Cascade Corporation's Paper Group. From 1964 to 1976, he was employed by
BCC in various management positions, including Vice President and General Sales
Manager of the White Paper Division of the Paper Group. Mr. Norrie received a
B.S. in Civil Engineering from Gonzaga University and an M.B.A. from Harvard
University.
BRIAN C. KERESTER, age 40, has been a director of the Company since May 1996
and serves as a member of the Audit Committee. Mr. Kerester is the Executive
Vice President of Corporate Development of Distribution Dynamics, Inc.
("DDI"), a privately held company controlled by MDC. DDI is a distribution
company of "C" class components, including fasteners and electronic
components, to original equipment manufacturers. Prior to joining DDI on
October 1, 1996, Mr. Kerester had been an operating affiliate and a partner
with MDC. Prior to joining MDC, Mr. Kerester worked with The First Boston
Corporation in the Venture Capital Group from 1984 through 1986, and
3
<PAGE>
Bankers Trust Company in the World Corporate Department from 1981 to 1984. He
holds a B.S. in Economics from The Wharton School, University of Pennsylvania
and an M.B.A. from Columbia Business School.
MARION A. KEYES, IV, age 60, has been a director of the Company since August
1997, and serves as a member of the Executive Committee. Mr. Keyes is currently
and has served as Senior Vice President, Technology and Business Development and
Planning at Fisher-Rosemount, Inc. and President of Rosemount Analytical, Inc.
since December 1993. Mr. Keyes served as President of Trice Engineering Inc. and
Chairman of DCOM Corporation from 1991 and 1990, respectively, to 1993. From
1989 to 1995, he served as Senior Vice President, Group Executive, and a member
of the Executive Operating Committee of McDermott International Inc. Mr. Keyes
also served as President and Chief Operating Officer of Bailey Controls from
1980 to 1995. Mr. Keyes received a B.S. in Chemical Engineering from Stanford
University, an M.S. in Electrical Engineering from the University of Illinois
and an M.B.A. from Baldwin Wallace College.
GEORGE E. MCCOWN, age 63, has been a director of the Company since its
inception in June 1989, and serves as a member of the Compensation Committee.
Mr. McCown was co-founder and has been a Managing General Partner of MDC
Management Company ("MDC Management"), the general partner of McCown De Leeuw
& Co., since 1984. He currently serves as Board Chairman of Building
Materials Holding Corporation, a building materials retailer, and Board
Vice-Chairman of Vans, Inc. (Board Vice-Chairman), a casual shoe
manufacturer. Mr. McCown also serves as a director of several other MDC
Management portfolio companies. Mr. McCown received a B.S. in Mechanical
Engineering from Stanford University and an M.B.A. from Harvard University.
GLENN S. MCKENZIE, age 46, previously served as a director of the Company from
January 1994 to May 1998. Since October 1991, Mr. McKenzie has been President of
Alpha Investments, Inc., a management consulting firm. Alpha Investments
provides consulting services to MDC Management. Mr. McKenzie currently serves as
a director of International Data Resource Corporation, a privately held company.
Mr. McKenzie holds a B.A. in Economics and an M.B.A. from the University of
North Carolina.
JON H. MILLER, age 61, has been a director of the Company since its inception in
June 1989. He also serves as Chair of the Compensation Committee and is a member
of the Executive Committee of the Board of Directors. Mr. Miller was President
and Chief Operating Officer of BCC from 1978 until his retirement in 1990. He is
also Board Chairman of Idaho Power Company. Mr. Miller received a B.A.
in Economics and an M.B.A. from Stanford University.
ELMAR B. SCHULTE, age 57, has been a director of the company since May 1998, and
serves as a member of the Compensation Committee. Dr. Schulte founded and has
been a Managing General Partner of Dr. Schulte Vermoegensverwaltungs-KG since
1981 and is a private investor. He served as Senior Vice President Deutsche
Leasing AG, Frankfurt, from 1976 - 1980. From 1971 to 1976 he was employed by
Clark Equipment Corporation in various management positions including Corporate
Division Controller and Business Manager for Clark International Marketing SA,
Brussels. He currently serves as director of KAIROS Real Estate Inc., (Montreal,
Que.), a land developer. Dr. Schulte received his Diploma in Business and Ph.D.
in Economics from the University of Muenster, Germany and an MBA from INSEAD
European Institute of Business Administration, Fontainebleau, France.
EDWARD P. SWAIN, JR., age 63, has been a director of the company since February
1998, and serves as a member of the Audit Committee. Mr. Swain currently serves
as President of P T Holdings Corporation, having been President and Chief
Executive Officer of Port Townsend Paper Corporation
4
<PAGE>
from January 1992 until January of 1998, after serving as acting President and
CEO starting in August 1991. Previously, Mr. Swain was a partner in a major
Seattle law firm, Assistant General Counsel of BCC, and President of a venture
capital firm. He currently serves as Chairman of the Finance Committee and
member of the Executive Committee of the Board Trustees of the Museum of Flight
in Seattle, Washington. Previous directorships included Orbanco Financial
Services Corporation, Northwest Acceptance Corporation and the Oregon Bank. Mr.
Swain received his B.A. from Williams College and a L.L.b. from Harvard Law
School.
THERE ARE NO FAMILY RELATIONSHIPS AMONG ANY OF THE DIRECTORS OR EXECUTIVE
OFFICERS OF THE COMPANY.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1998, the Board of Directors
held five meetings. The Board has an Audit Committee, Compensation Committee and
an Executive Committee.
The Audit Committee reviews the results and scope of the annual audit
and other services provided by the auditors, discusses the financial statements,
and recommends to the Board the independent auditors to be retained. It also
receives and considers the accountants' comments as to controls and adequacy of
staff and management performance and procedures in connection with audit and
financial controls. The Audit Committee is composed of three directors: Messrs.
Thompson, Kerester, and Swain. The Audit Committee met once during 1998.
The Compensation Committee makes recommendations concerning executive
salaries, incentive compensation, and benefit plans, awards stock options to
employees under the Company's stock option plans, and otherwise determines
compensation levels and performs such other functions regarding compensation as
the Board may delegate. The Compensation Committee is composed of four
directors: Messrs. Miller, McCown, Norrie and Schulte. The Compensation
Committee met five times during 1998.
During the fiscal year ended December 31, 1998, each Board member
attended 75% or more of the aggregate of the meetings of the Board and of the
committees on which he served during the period for which he was a director or
committee member.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH
NAMED NOMINEE.
5
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999, and has
further directed that management submit the selection of independent auditors
for ratification by the shareholders at the Annual Meeting. KPMG has audited the
Company's financial statements since May 1996. Representatives of KPMG are
expected to be present at the Annual Meeting and will have an opportunity to
make a statement if they so desire and be available to respond to appropriate
questions.
Shareholder ratification of the selection of KPMG as the Company's
independent auditors is not required by the Company's Bylaws or otherwise.
However, the Board is submitting the selection of KPMG to the shareholders for
ratification as a matter of good corporate practice. If the shareholders fail to
ratify the selection, the Audit Committee and the Board will reconsider whether
or not to retain that firm. Even if the selection is ratified, the Audit
Committee and the Board in their discretion may direct the appointment of a
different independent auditing firm at any time during the year if they
determine that such a change would be in the best interests of the Company and
its shareholders.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the meeting will be required to ratify the
selection of KPMG.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF
PROPOSAL 2.
6
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of April 1, 1999, by: (i) each
director; (ii) each of the executive officers named in the Summary Compensation
Table employed by the Company in that capacity on April 1, 1999; (iii) all
executive officers and directors of the Company as a group; and (iv) all those
known by the Company to be beneficial owners of more than 5% of its Common
Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
- ------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL(2)
<S> <C> <C> <C>
Franklin Mutual Advisors, Inc.(3) .............................. 731,800 9.4%
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Heartland Advisors, Inc.(3) .................................... 675,200 8.7%
790 North Milwaukee Street
Milwaukee, WI 53202
Kpm Investment Management (3) .................................. 507,625 6.53%
10250 Regency Circle
Omaha, NE 68114
Investment Counselors of Maryland (3) .......................... 498,500 6.41%
803 Cathedral Street
Baltimore, MD 21201-5297
Dimensional Fund Advisors (3) .................................. 419,050 5.39%
1299 Ocean Avenue, 11Th Floor
Santa Monica, CA 90401
Paradigm Capital Management (3) ................................ 399,300 5.0%
9 Elk Street
Albany, NY 12207-1002
Alex Kwader, President, Ceo and Director(4) .................... 152,005 2.0%
K. Peter Norrie, Chairman of the Board of Directors(5) ......... 48,537 *
Brian C. Kerester, Director(6) ................................. 25,253 *
Marion Keyes, Director(7) ...................................... 18,000 *
George E. Mccown, Director(8) .................................. 98,999 1.3%
Jon H. Miller, Director(9) ..................................... 24,000 *
Elmar B. Schulte, Director(10) ................................. 6,500 *
Edward P. Swain, Director(11) .................................. 18,100 *
Fred P. Thompson, Jr., Director(12) ............................ 24,150 *
David C. Bernhard , Vice President & General Manager(13) ....... 23,310 *
David R. Kruft, Vice President & General Manager(14) ........... 8,860 *
Bruce Moore, Vice President and Cfo(15) ........................ 123,339 1.6%
David E. Rousse, Vice President & General Manager(16) .......... 11,335 *
Stephen A. Steidle, Vice President and General Sales Manager(17) 58,066 *
Robert F. Yousey, Vice President & General Manager(18) ......... 18,684 *
Directors, Executive Officers and General Managers as a Group
(15 persons) .............................................. 659,138 8.5%
</TABLE>
* Represents holdings of less than 1%.
7
<PAGE>
1 This table is based upon information supplied by executive officers,
directors, principal shareholders, our stock surveillance firm, and
Schedules 13D and 13G, if any, filed with the Commission. Unless otherwise
indicated in the footnotes to this table and subject to community property
laws where applicable, each of the shareholders named in this table has
sole voting and investment power with respect to the shares indicated as
beneficially owned.
2 Applicable percentages of ownership are based on 7,798,822 outstanding
shares of the Company's Common Stock on April 1, 1999, as adjusted as
required by rules promulgated by the Commission.
3 Assumes the number of shares owned as of April 1, 1999.
4 Mr. Kwader has vested 84,398 shares under the 1992 Stock Option Plan. Under
the 1994 Stock Option Plan, he has options for 93,750 shares, of which
55,238 are vested or will vest within the next 60 days. Under the 1997
Stock Option Plan he has options for 54,000 shares, of which 6,000 are
vested or will vest within the next 60 days.
5 Mr. Norrie has options for 7,500 shares granted under the 1994 Directors
Stock Option Plan (options vest at a rate of 1,500 shares on the initial
grant date and 1,500 shares per year thereafter) of which 7,500 are vested
or will vest within the next 60 days. Under the 1996 Amendment to the 1994
Director Stock Option Plan (options vest over ten years with accelerated
vesting if stock reaches a certain market price over a period of time), he
has options for 15,000 shares, of which 15,000 are vested. Under the 1998
Amended And Restated Non-Employee Directors Stock Option Plan, he has
options for 7,500 shares (which vest at a rate of 1,500 shares per year
beginning on the first anniversary of the grant date) of which 1,500 are
vested or will vest within the next 60 days. Additionally, under this 1998
Plan, he has options for 15,000 shares (which vest eight years from their
grant date with accelerated vesting if the stock reaches a certain market
price over a period of time) of which none are vested.
6 Mr. Kerester has options for 7,500 shares granted under the 1994 Directors
Stock Option Plan (options vest at a rate of 1,500 shares per year) of
which 4,500 are vested or will vest within the next 60 days. Under the 1996
Amendment to the 1994 Director Stock Option Plan (options vest over ten
years with accelerated vesting if stock reaches a certain market price over
a period of time), he has options for 15,000 shares, of which 15,000 are
vested. Under the 1998 Amended And Restated Non-Employee Directors Stock
Option Plan, he has options for 7,500 shares (which vest at a rate of 1,500
shares per year beginning on the first anniversary of the grant date) of
which 1,500 are vested or will vest within the next 60 days. Additionally,
under this 1998 Plan, he has options for 15,000 shares (which vest eight
years from their grant date with accelerated vesting if the stock reaches a
certain market price over a period of time) of which none are vested.
7 Mr. Keyes has options for 7,500 shares granted under the 1994 Directors
Stock Option Plan (options vest at a rate of 1,500 shares per year) of
which 1,500 are vested or will vest within the ext 60 days. Under the 1996
Amendment to the 1994 Director Stock Option Plan (options vest over ten
years with accelerated vesting if stock reaches a certain market price over
a period of time), he has options for 15,000 shares, of which 15,000 are
vested. Under the 1998 Amended And Restated Non-Employee Directors Stock
Option Plan, he has options for 7,500 shares (which vest at a rate of 1,500
shares per year beginning on the first anniversary of the grant date) of
which 1,500 are vested or will vest within the next 60 days. Additionally,
under this
8
<PAGE>
1998 Plan, he has options for 15,000 shares (which vest eight years from
their grant date with accelerated vesting if the stock reaches a certain
market price over a period of time) of which none are vested.
8 Mr. McCown has options for 7,500 shares granted under the 1994 Directors
Stock Option Plan (options vest at a rate of 1,500 shares on the initial
grant date and 1,500 shares per year thereafter) of which 7,500 are vested
or will vest within the next 60 days. Under the 1996 Amendment to the 1994
Director Stock Option Plan (options vest over ten years with accelerated
vesting if stock reaches a certain market price over a period of time), he
has options for 15,000 shares, of which 15,000 are vested. Under the 1998
Amended And Restated Non-Employee Directors Stock Option Plan, he has
options for 7,500 shares (which vest at a rate of 1,500 shares per year
beginning on the first anniversary of the grant date) of which 1,500 are
vested or will vest within the next 60 days. Additionally, under this 1998
Plan, he has options for 15,000 shares (which vest eight years from their
grant date with accelerated vesting if the stock reaches a certain market
price over a period of time) of which none are vested.
9 Mr. Miller, under the 1996 Amendment to the 1994 Director Stock Option Plan
(options vest over ten years with accelerated vesting if stock reaches a
certain market price over a period of time), has options for 15,000 shares,
of which 15,000 are vested. Under the 1998 Amended And Restated
Non-Employee Directors Stock Option Plan, he has options for 7,500 shares
(which vest at a rate of 1,500 shares per year beginning on the first
anniversary of the grant date) of which 1,500 are vested or will vest
within the next 60 days. Additionally, under this 1998 Plan, he has options
for 15,000 shares (which vest eight years from their grant date with
accelerated vesting if the stock reaches a certain market price over a
period of time) of which none are vested.
10 Mr. Schulte, under the 1998 Amended and Restated Non-Employee Directors
Stock Option Plan, has options for 7,500 shares (which vest at a rate of
1,500 shares per year beginning on the first anniversary of the grant date)
of which 1,500 are vested or will vest within the next 60 days.
Additionally, under this 1998 Plan, he has options for 15,000 shares (which
vest eight years from their grant date with accelerated vesting if the
stock reaches a certain market price over a period of time) of which none
are vested.
11 Mr. Swain has options for 7,500 shares granted under the 1994 Directors
Stock Option Plan (options vest at a rate of 1,500 shares per year) of
which 1,500 are vested or will vest within the next 60 days. Under the 1996
Amendment to the 1994 Director Stock Option Plan (options vest over ten
years with accelerated vesting if stock reaches a certain market price over
a period of time), he has options for 15,000 shares, of which 15,000 are
vested. Under the 1998 Amended And Restated Non-Employee Directors Stock
Option Plan, he has options for 7,500 shares (which vest at a rate of 1,500
shares per year beginning on the first anniversary of the grant date) of
which 1,500 are vested or will vest within the next 60 days. Additionally,
under this 1998 Plan, he has options for 15,000 shares (which vest eight
years from their grant date with accelerated vesting if the stock reaches a
certain market price over a period of time) of which none are vested.
12 Mr. Thompson has options for 7,500 shares granted under the 1994 Directors
Stock Option Plan (options vest at a rate of 1,500 shares on the initial
grant date and 1,500 shares per year thereafter) of which 7,500 are vested
or will vest within the next 60 days. Under the 1996 Amendment to the 1994
Director Stock Option Plan (options vest over ten years with
9
<PAGE>
accelerated vesting if stock reaches a certain market price over a period
of time), he has options for 15,000 shares, of which 15,000 are vested.
Under the 1998 Amended And Restated Non-Employee Directors Stock Option
Plan, he has options for 7,500 shares (which vest at a rate of 1,500 shares
per year beginning on the first anniversary of the grant date) of which
1,500 are vested or will vest within the next 60 days. Additionally, under
this 1998 Plan, he has options for 15,000 shares (which vest eight years
from their grant date with accelerated vesting if the stock reaches a
certain market price over a period of time) of which none are vested.
13 Mr. Bernhard has options for 26,201 shares under the 1994 Stock Option Plan
of which 12,573 shares are vested or will vest within the next 60 days.
Under the 1997 Stock Option Plan, he has options for 27,000 shares of which
3,000 are vested or will vest within the next 60 days.
14 Mr. Kruft has options for 14,651 shares under the 1994 Stock Option Plan of
which 5,860 shares are vested or will vest within the next 60 days. Under
the 1997 Stock Option Plan, he has options for 27,000 shares of which 3,000
are vested or will vest within the next 60 days.
15 Mr. Moore has vested 42,200 shares under the 1992 Stock Option Plan. Under
the 1994 Stock Option Plan, he has options for 42,750 shares, of which
25,763 are vested or will vest within the next 60 days. Under the 1997
Stock Option Plan, he has options for 27,000 shares, of which 3,000 are
vested or will vest within the next 60 days.
16 Mr. Rousse has options for 19,151 shares under the 1994 Stock Option Plan
of which 8,335 shares are vested or will vest within the next 60 days.
Under the 1997 Stock Option Plan, he has options for 27,000 shares of which
3,000 are vested or will vest within the next 60 days.
17 Mr. Steidle has vested 30,143 shares under the 1992 Stock Option Plan.
Under the 1994 Stock Option Plan, he has options for 21,000 shares, of
which 13,726 are vested or will vest within the next 60 days. Under the
1997 Stock Option Plan, he has options for 9,500 shares, of which 1,000 are
vested or will vest within the next 60 days.
18 Mr. Yousey has options for 14,651 shares under the 1994 Stock Option Plan
of which 5,860 shares are vested or will vest within the next 60 days.
Under the 1997 Stock Option Plan, he has options for 27,000 shares of which
3,000 are vested or will vest within the next 60 days. Mr. Yousey resigned
from the Company effective March 31, 1999.
10
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
COMPENSATION OF DIRECTORS
The Company has a policy of paying the Chairman of the Board of Directors
and directors who are not full-time employees of the Company a quarterly fee of
$2,500 for services to the Board. Each director receives $1,500 for each meeting
attended. If a director participates in a Board meeting which is held
telephonically, then he receives a fee of $500. A director receives a fee of
$1,000 for each committee meeting of the Board of Directors attended. If a
director participates in the committee meeting, telephonically, the director
receives a fee of $500 and if the committee meeting is held in conjunction with
a Board meeting, the director receives $750.
In 1997, Mr. Norrie received an aggregate of $92,000 in compensation from
the Company. Mr. Norrie's compensation includes $20,000 in fees for general
Board service and committee meetings attended, and $72,000 for his services as
Chairman of the Board.
In the fiscal year ended December 31, 1997, the total compensation paid to
all non-employee directors was $223,000. All of the non-employee directors are
reimbursed for their travel expenses for each Board and Committee meeting
attendance.
On May 16, 1994, the Company adopted a Non-Employee Directors Stock Option
Plan which reserved a total of 75,000 shares for issuance under this plan. Each
non-employee director in service at that time was granted 7,500 shares at the
then current market price which vested 20% on the grant date with continued
vesting of 20% per year commencing on the first anniversary of the grant date.
Subsequent to this initial grant, new directors would be granted 7,500 shares at
the market price existing on the grant date which would vest at the rate of 20%
per year commencing on the first anniversary of the grant date. On May 9, 1996,
this plan was amended to add 150,000 shares to the plan. Each director was
granted 15,000 shares at the then current market price which would vest eight
years from the grant date with accelerated vesting if the stock reached certain
price levels over a period of time. As of December 31, 1998, 9,750 shares remain
available to be granted under the May 16, 1994 Plan as amended on May 9, 1996.
On May 5, 1998, the Company adopted the 1998 Amended and Restated
Non-Employee Directors Stock Option Plan, which reserved a total of 200,000
shares for issuance under this plan. Each non-employee director in service at
that time was granted 7,500 shares at the then current market price which vest
at the rate of 20% per year commencing on the first anniversary of the grant
date. A total of 52,500 shares with these vesting parameters were granted on May
5, 1998. Additionally, each non-employee director in service at that time was
granted 15,000 shares at the then current market price which vest eight years
from the grant date with accelerated vesting if the stock reaches certain price
levels over a period of time. The stock price levels required to trigger
accelerated vesting range from $30 per share to $38 per share. A total of
105,000 shares with these vesting parameters were granted on May 5, 1998.
Subsequent to May 5, 1998, there have been no further grants under this plan.
11
<PAGE>
SUMMARY OF COMPENSATION OF EXECUTIVE OFFICERS
The following table shows for the fiscal years ended December 31, 1996,
1997, and 1998 compensation awarded or paid to, or earned by the company's chief
executive officer, its other executive officers and division general managers
(Named Executive Officers):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
Annual Compensation Awards
------------------------------- ---------------
All Other
Name and Principal Salary Bonus Options Compensation(2)
Position Year ($) ($) (#) ($)
- ----------------------- ---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Alex Kwader, 1998 345,000 187,200 24,0001 36,787
President and 1997 300,000 300,000 30,0001 36,621
Chief Executive Officer 1996 292,504 210,000 41,0001 19,371
Bruce Moore, 1998 193,764 78,006 12,0001 22,284
Vice President and 1997 175,008 131,256 15,0001 22,718
Chief Financial Officer 1996 146,256 105,000 18,0001 15,821
Stephen A. Steidle, 1998 125,904 49,524 4,5001 17,208
Vice President and 1997 121,500 91,998 5,0001 17,356
General Sales Manager 1996 115,012 82,606 7,5001 13,749
David C. Bernhard, 1998 130,254 51,480 12,0001 16,050
Vice President and 1997 121,764 93,762 15,0001 17,267
General Manager 1996 -- -- -- --
Walter M. Haegler 1998 198,757 84,300 11,0001 811
Vice President and 1997 -- -- -- --
General Manager 1996 -- -- -- --
David R. Kruft, 1998 182,514 72,156 12,0001 20,412
Vice President and 1997 168,756 131,256 15,0001 16,300
General Manager 1996 -- -- -- --
David E. Rousse, 1998 166,002 65,520 12,0001 20,940
Vice President and 1997 158,966 120,006 15,0001 19,564
General Manager 1996 -- -- -- --
Robert F. Yousey, 1998 183,066 72,156 12,0001 21,960
Vice President and 1997 176,007 132,912 15,0001 23,458
General Manager 1996 -- -- -- --
</TABLE>
1 The awards consist of a stock option grant during August 1998 under the
1997 Stock Option Plan. These options vest in installments of 20% upon the
one-year anniversary of the grant date and 20% upon each anniversary of the
grant date thereafter, unless accelerated by the Compensation Committee of
the Board of Directors.
2 Consists of the Company's matching and discretionary payments under its
Savings and Supplemental Retirement Plans ("401 (K) Plans"). The matching
payments under its 401(k) plan to Messrs. Kwader, Moore, Steidle, Bernhard,
Kruft, Rousse, and Yousey in 1998 were $17,775, $7,895, $5,940, $6,127,
$8,584, $7,815 and $8,626 respectively. Discretionary payments under the
401 (K) plans to Messrs. Kwader, Moore, Steidle, Bernhard, Kruft, Rousse
and Yousey were $9,924, $5,919, $4,514, $3,152, $4,843, $3,707, and $6,347
respectively. The value of other perquisites the executive officers
received, such as country club dues, automobile allowance, and life
insurance premiums totaled $55,284.
12
<PAGE>
STOCK OPTION GRANTS IN THE LAST FISCAL YEAR
On February 20, 1997 the Board of Directors adopted the Company's 1997 Stock
Option Plan ("1997 Plan"), authorizing 600,000 shares of the Company's Common
Stock for issuance thereunder. The 1997 Plan is administered by the Compensation
Committee. The Compensation Committee has the authority to determine to whom
options shall be granted, the number of shares subject to each option, whether
the option will be incentive or nonstatutory, when the options may be exercised
and the exercise price. On August 19, 1998 the Board granted 155,000 shares from
the 1997 Plan to its executive officers and key employees. The following table
outlines the shares granted to executive officers and general managers.
<TABLE>
<CAPTION>
INDIVIDUAL OPTIONS GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value of Assumed
Annual Rates of Stock
Price Appreciation for
Option Term4
- -----------------------------------------------------------------------------------------------------------------------------
Number of Securities % of Total Options
Underlying Options Granted to Employees Exercise Price Expiration
Name Granted (#)1 in Fiscal Year2 ($/Sh)3 Date 5% ($) 10% ($)
- --------------------- ---------------- ----------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alex Kwader 24,000 15.48 13.38 8/18/08 201,840 511,680
Bruce Moore 12,000 7.74 13.38 8/18/08 100,920 255,840
Stephen A. Steidle 4,500 2.90 13.38 8/18/08 37,845 95,940
David C. Bernhard 12,000 7.74 13.38 8/18/08 100,920 255,840
Walter M. Haegler 11,000 7.10 13.38 8/18/08 92,510 234,520
David R. Kruft 12,000 7.74 13.38 8/18/08 100,920 255,840
David E. Rousse 12,000 7.74 13.38 8/18/08 100,920 255,840
Robert F. Yousey 12,000 7.74 13.38 8/18/08 100,920 255,840
</TABLE>
1 Includes an august 13, 1998 stock option grant under the 1997 stock option
Plan. This option grant vests at the rate of 20% upon the one-year
anniversary of the grant date and 20% upon each anniversary of the grant
date thereafter, unless accelerated by the compensation committee of the
board of directors. In the event of a merger or change of control, as
defined in the 1997 plan, if the surviving company shall refuse to assume
the options or substitute similar options for those outstanding options
under the 1997 plan, the options shall become immediately exercisable and
shall terminate if not exercised prior to such event. Options expire 90
days after an optionee's employment with the company is terminated for any
reason, unless the termination is by reason of the optionee's death,
disability, or retirement. The options expire 10 years from the grant date.
As of december 31, 1998, none of the options granted to the named executive
officers in the last fiscal year had vested.
13
<PAGE>
2 During the 1998 fiscal year, a total of 155,000 shares were granted to
executive officers and key employees from the 1997 plan.
3 Represents the closing market price of the company's common stock on the
day immediately preceding the grant date.
4 The potential realizable value is based on the term of the option at its
time of grant (10 years). It is calculated by assuming that the stock price
on the date of grant, which for 1998 was $13.38, appreciates at the
indicated annual rate, compounded annually for the entire term of the
option, and that the option is exercised and sold on the last day of its
term for the appreciated stock price. No gain to the optionee is possible
unless the stock price increased over the option term, which will benefit
all shareholders. For example, a stockholder who purchased one share of
stock on december 31, 1998, at $13.38, and held the stock for 10 years and
sold it on december 31, 2008, while the stock appreciated at 5% and 10%
would have profits of $8.41 And $21.32, respectively on his $13.38
investment.
AGGREGATED STOCK OPTIONS
The following table shows, as of december 31, 1998, information
regarding unexercised stock options held by the named executive officers. No
stock options were exercised by the named executive officers during the year.
AGGREGATED OPTIONS IN LAST FISCAL YEAR AND FISCAL YEAR -END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexcercised
Unexercised Options at In-The-Money Options at
December 31, 1998(1) December 31, 19981
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Alex Kwader 139,074 93,074 1,072,216 127,503
Bruce Moore 67,726 44,224 533,646 62,999
Stephen A. Steidle 42,945 17,698 370,920 35,815
David C. Bernhard 13,086 38,315 20,328 29,719
Walter M. Haegler - 11,000 - 2,750
David R. Kruft 8,860 32,791 762 4,143
David E. Rousse 10,810 35,341 9,791 15,950
Robert F. Yousey 8,860 32,791 762 4,143
</TABLE>
1 The table includes options granted under the 1992 Amended and Restated
Stock Option Plan, the 1994 Stock Option Plan and the 1997 Stock Option
Plan as of December 31, 1998, and valued at the closing market price of the
stock on December 31, 1998.
2 Value in this table is the aggregate amount by which the market price per
share of $13.63 on December 31, 1998, exceeded the following exercise
prices of $3.33, $6.33, $7.83, $9.00, and $13.50.
14
<PAGE>
SEVERANCE AGREEMENTS
The Board of Directors has adopted two severance plans:
On December 13, 1996, the Board of Directors adopted a severance plan
for executive officers and division managers for situations involving a change
in control of the Company ("Change of Control Severance Plan"). Under the terms
of the Change of Control Severance Plan, a participating employee will generally
become entitled to receive benefits, if the employee's employment is terminated
by the Company without cause or by the employee for good reason following a
change in control. Eligible employees may terminate their employment for good
reason within the specified time periods of one or two years from a change in
control, unless the employee's termination is the result of death, retirement,
termination for cause, or termination other than for good reason.
The Change of Control Severance Plan has an initial term of three (3)
years and thereafter is automatically renewed for successive one (1) year terms,
subject to cancellation or amendment by the Company on or after an applicable
renewal date. If benefits under the Change of Control Severance Plan would
exceed those permitted under Section 280G of the Internal Revenue Code, the
benefits are reduced to the largest amount acceptable that do not exceed the
applicable limits.
On December 13, 1996, the Board of Directors also approved severance
agreements for certain executive officers and division managers. The severance
agreements provide executives and division managers with a continuation of their
base salary for a period of twelve or twenty four months, depending on the
employee's category designation under the severance agreement. The severance
agreement states that employees who are terminated without cause and who are
receiving compensation under the severance agreement shall not (i) intentionally
divulge, reveal, furnish or make available confidential information that could
materially affect the Company's operations, profitability or reputation, (ii)
participate in a business which provides for the sale of specialty paper
products to individuals or corporations, without prior written consent from the
Company, or (iii) solicit any employee to terminate employment with the Company.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Board of Directors established the Compensation Committee of the
Board of Directors (the "Committee") in May 1992 and granted it authority to (i)
set compensation levels for executive officers and directors, and (ii)
administer the Company's stock option or other compensation plans. To assist the
Committee in the performance of its duties, it collects on an informal basis
information regarding executive compensation levels at similar sized companies
within the paper products industry. The Committee also obtains reports from
consultants surveying the compensation of executive officers employed in the
paper industry in similarly sized companies. In 1997, the Company engaged
Compensation Resource Group (CRG) to study and evaluate the Company's
compensation policies and programs, and to compare the compensation paid by the
Company with that paid by other similarly sized companies to executive officers
and key employees.
Compensation for all of the Company's employees, including executive
officers, is based on the individual employee's experience and responsibilities
and the economic success of the Company.
The components of executive compensation are as follows:
BASE SALARY. The Committee annually reviews the salaries of the
executive officers. The general philosophy followed by the Committee in setting
base salaries is to be competitive in the
15
<PAGE>
Company's industry. In 1998, the Committee received a report from CRG that
summarized the compensation paid to executive officers as disclosed in proxy
statements of other similarly sized companies in the paper industry and general
industry to evaluate the compensation paid to senior management. Some of these
companies are in the group utilized for performance comparison (see "Performance
Measurement Comparison"). The Committee supplemented the report information with
the independent knowledge of its members regarding salaries paid by other
companies with similar sales that are both publicly and privately held.
Utilizing this information, salaries for executive officers are set by the
Committee. The Company targets and establishes base salaries in the middle third
of the range.
BONUS COMPENSATION. To provide incentive to the executive officers to
achieve certain performance goals, the Committee administers a bonus program. In
1994, the Committee adopted the Executive Bonus Plan, which provides for bonus
payments of a percentage of base salary based upon achievement by the Company of
certain levels of earnings per share. The Executive Bonus Plan utilizes a
sliding scale so that the percentage of base salary paid as bonus compensation
increases as the earnings per share of the Company increase. The Executive Bonus
Plan is designed to directly align the interests of the executive officers and
the shareholders. The Executive Bonus Plan is subject to annual review. The
Committee received a report from CRG in 1998 comparing the Executive Bonus Plan
with bonus plans of similar sized companies in the paper industry and general
industry to evaluate the terms and conditions of the bonus plan. Some minor
adjustments were made to the bonus plan as a result of this review.
STOCK OPTIONS. The Committee uses stock option grants to executive
officers and other key employees to provide such individuals with incentives to
remain in the employ of the Company and to work to maximize the value of the
Company's stock. Stock option grants are viewed by the Committee as long-term
compensation intended to directly align the executives' interest with the
interests of the shareholders and to focus executive officers' interest in the
long-term growth of the Company. Since stock options are also used by other
competitors, the Committee believes that the granting of stock options is
necessary to make the Company's compensation package competitive. The Committee
grants options with vesting over a five (5) year period to encourage executives
to remain in the employ of the Company.
On May 15, 1997, the Board of Directors adopted the 1997 Stock Option
Plan (the "1997 Plan"), which was approved at the annual meeting of the
shareholders. Under the 1997 Plan, an aggregate of 600,000 shares are reserved
for issuance to key employees and executive officers of the Company. The amount
of shares reserved under the 1997 Plan was established based on a review by the
Committee of industry averages with respect to the percentage of outstanding
shares reserved for stock option plans for executive officers and other persons.
On August 19, 1998, the Committee granted options to executive officers
and key managers. The Committee granted options to purchase an aggregate of
155,000 shares from the 1997 Plan. The options granted under the 1997 Plan vest
20% on the first anniversary of the grant date and 20% on each anniversary of
this grant date thereafter. As of March 31, 1999, none of the options granted in
1998 under the 1997 Plan are vested.
OTHER BENEFIT PROGRAMS. In addition to the stock options, executive
officers of the Company participate in other employee benefit programs including
health insurance, group life insurance, and a savings and supplemental
retirement plan (the "401 (k) Plan") on the same basis as other employees of the
Company.
16
<PAGE>
LIMITATION ON DEDUCTIBILITY OF COMPENSATION PAID. Under Section 162(m)
of the Internal Revenue Code, compensation paid to certain executives in excess
of $1,000,000 is not deductible. The Committee believes that at the present
time, it is quite unlikely that the compensation paid to executive officers in a
taxable year would exceed $1,000,000. The Committee has accordingly not
established a policy for determining which forms of incentive compensation shall
be designed to qualify as "performance based compensation."
RELATIONSHIP OF PERFORMANCE UNDER COMPENSATION PLANS. The Executive
Bonus Plan, which bases bonuses on earnings per share, is directly tied to the
financial performance of the Company. The Executive Bonus Plan is aligned with
the shareholders' interest in the Company's performance by providing for
payments only if the Company achieves certain levels of earnings per share. The
greater the earnings per share, the greater the award, up to a maximum award
level. For details on the bonuses granted to the Named Executive Officers during
1998, see the "Summary Compensation Table."
CHIEF EXECUTIVE OFFICER'S 1998 COMPENSATION. The Committee's philosophy
as to the annual compensation of Mr. Kwader, the Chief Executive Officer (the
"CEO"), has been to establish a base salary in the middle third of the range of
salaries paid to the CEO's of companies in the paper industry with similar sales
volumes. As a result of the Company's growth and expansion, the Committee is
currently re-evaluating the CEO's salary range. Additional annual incentive
compensation is based on the success of the Company through the Executive Bonus
Plan. The CEO's annual compensation will fluctuate, based on the performance of
the Company.
Based on the Committee's review of salary ranges, Mr. Kwader's base
salary, effective as of April 1, 1998, was set at an annual level of $360,000.
In addition, Mr. Kwader received $187,200 in incentive compensation in 1998, in
accordance with the scale set forth in the Executive Bonus Plan, as a result of
the Company achieving certain earnings per share.
The Committee's approach to the long-term compensation of the CEO is to
provide for retirement through the Company's 401(k) Plan and to award stock
options. As of February 28, 1998, Mr. Kwader has options which have vested or
will vest within the next sixty days to acquire 84,398 shares of the Company's
stock at $3.33 per share, 13,538 shares of the Company's stock at $6.33 per
share, 13,500 shares of the Company's stock at $7.83 per share, 13,200 shares of
the Company stock at $9.00 per share, 15,000 shares of the Company's stock at
$13.50 per share, and 6,000 shares of the Company's stock at $21.87 per share.
In connection with the grants of options made during 1998, under the 1997 Plan,
to executive officers and key employees, Mr. Kwader was granted options to
acquire 24,000 shares of stock of the Company. The Committee believes that the
stock option plans help to direct the focus of Mr. Kwader towards the long-term
performance of the Company.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Jon H. Miller, Chairman
George E. McCown
K. Peter Norrie
Elmar B. Schulte
17
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON
The following chart shows the value of an investment of $100 on January
1, 1994 the date of commencement of trading of the Company's Common Stock, in
(i) the Company's Common Stock, (ii) the Russell 2000 Index, a published index,
as weighted by market capitalization, and (iii) a custom peer group, as
calculated by Media General, weighted by market capitalization. All values
assume reinvestment of the full amount of all dividends.
The Company believes the Russell 2000 Index is the closest broad market
representing companies with smaller market capitalization. The Company chose a
custom peer group because existing indices do not accurately reflect the
Company's businesses. FiberMark's peer group was chosen because they are
specialty fiber materials producers with similar market capitalization,
including Buckeye Technology, Inc., Caraustar Industries, Inc., Crown Vantage,
Inc., P.H. Glatfelter Co., Lydall, Inc. and Wausau-Mosinee Paper Corp.
[GRAPH]
THE MATERIAL IN THIS REPORT IS NOT "SOLICITING MATERIAL," IS NOT DEEMED
FILED WITH THE SEC, AND IS NOT TO BE INCORPORATED BY REFERENCE INTO ANY FILING
OF THE COMPANY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, WHETHER MADE BEFORE OR AFTER THE DATE OF THIS
FILING AND IRRESPECTIVE OF ANY GENERAL INCORPORATION LANGUAGE CONTAINED IN SUCH
FILING.
18
<PAGE>
CERTAIN TRANSACTIONS
The Company has entered into indemnity agreements with certain executive
officers and directors which provide, among other things, that the Company will
indemnify such executive officer or director, under the circumstances and to the
extent provided for therein, for expenses, damages, judgments, fines, and
settlements he may be required to pay in actions or proceedings which he is or
may be made a party by reason of his position as a director, executive officer,
or other agent of the Company, and otherwise to the full extent permitted under
Delaware law and the Company's Bylaws.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the securities exchange act of 1934, as amended, requires
the company's directors and executive officers, and persons who own more than
10% of a registered class of the company's equity securities, to file with the
sec initial reports of ownership and reports of changes in ownership of common
stock and other equity securities of the company. Executive officers, directors,
and greater than 10% shareholders are required by the sec regulation to furnish
the company with copies of all section 16(a) forms they file.
To the best of the company's knowledge, based solely on a review of the
copies of such reports furnished to the company and written representations that
no other reports were required, during the fiscal year ended december 31, 1997,
all section 16(a) filing requirements applicable to its executive officers,
directors, and greater than 10% beneficial owners were complied with as of
december 31, 1997, with the exception of a form 4 for mr. Thompson which
inadvertently indicated indirect ownership of all shares rather than both direct
and indirect ownership, which was subsequently corrected, and a form 5 for each
officer to report the stock option grant made pursuant to the 1994 stock option
plan.
OTHER MATTERS
The board of directors knows of no other matters that will be presented
for consideration at the annual meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
/s/ Paul S. Street
-----------------------------
Paul S. Street
Secretary and General Counsel
BRATTLEBORO, VERMONT
APRIL 2, 1999
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 MAY BE
VIEWED ON FIBERMARK'S WEB SITE OR OBTAINED BY CONTACTING CORPORATE
COMMUNICATIONS:
FiberMark, Inc. Phone: 802 257 5974
161 Wellington Road E-mail: [email protected]
PO Box 498 www.fibermark.com
Brattleboro, VT 05302
