PROXY PROXY
For the Annual Meeting Of Shareholders of
ACX TECHNOLOGIES, INC.
16000 Table Mountain Parkway
Golden, Colorado 80403
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Jeffrey H. Coors or Joseph Coors, Jr., or
either of them, as proxies, with power of substitution, to vote all the
shares of the undersigned held of record by the undersigned as of March 25,
1998, with all of the powers which the undersigned would possess if
personally present at the Annual Meeting Of Shareholders of ACX
Technologies, Inc. (the "Company"), to be held at 10:30 A.M. (local time)
on May 12, 1998 at the Arvada Center For The Arts And Humanities, 6901
Wadsworth Boulevard, Arvada, Colorado, or any adjournments thereof.
The Board of Directors recommends a vote FOR the nominees for director
listed below:
FOR all Nominees listed below [] WITHHOLD AUTHORITY []
(except as marked to the contrary below) To Vote for all Nominees
below
Jeffrey H. Coors
John H. Mullin, III
James K. Peterson
To withhold authority to vote for any nominee, line through the name of
the nominee above.
Unless contrary instructions are given, the shares represented by this
proxy will be voted FOR the election of all named nominee directors.
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE, SIGN AND
RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
Date:
Signature:
Signature:
(Please sign exactly as shown on
your stock certificate and on the
envelope in which this proxy was
mailed. When signing as partner,
corporate officer, attorney,
executor, administrator, trustee,
guardian, etc., give full title as
such and sign your own name as
well. If stock is held jointly,
each joint owner should sign.)
ACX TECHNOLOGIES, INC., 16000 Table Mountain Parkway, Golden, Colorado
80403
(303) 271-7000
Notice of Annual Meeting of Shareholders
To Be Held May 12, 1998
The Annual Meeting of Shareholders of ACX Technologies, Inc. ("ACX" or the
"Company"), a Colorado corporation, will be held on May 12, 1998 at 10:30
A.M. (local time) at the Arvada Center For The Arts And Humanities, 6901
Wadsworth Boulevard, Arvada, Colorado, for the following purposes:
To elect three directors for a three-year term and to transact
any other business that may properly come before the meeting.
Shareholders of the Company of record at the close of business on March 25,
1998 are entitled to vote at the meeting and any adjournment of the
meeting.
Whether you expect to attend the meeting in person, please mark, sign,
date, and return the accompanying proxy in the return envelope provided.
No postage is necessary if mailed in the United States. Any person giving
a proxy has the power to revoke it at any time, and shareholders who are
present at the meeting may withdraw their proxies and vote in person.
ALL SHAREHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE
SHAREHOLDERS' MEETING.
By Order of the Board of Directors,
Jill B. W. Sisson, Secretary
March 31, 1998
PROXY STATEMENT
This Proxy Statement is provided in connection with the solicitation
of proxies by the Board of Directors of ACX Technologies, Inc. (the
"Company") to be voted at the Annual Meeting of Shareholders on May 12,
1998. The Proxy Statement and Proxy card will be mailed or given to you on
or about March 31, 1998.
Voting Procedure
If you return the signed proxy before the meeting, the shares will be
voted according to your directions. UNLESS YOU INDICATE OTHERWISE ON YOUR
PROXY CARD, THE SHARES WILL BE VOTED "FOR" ALL DIRECTOR NOMINEES.
After giving a proxy, you may cancel it at any time before it is
exercised by (1) delivering written notice to the Company, (2) substituting
a new proxy executed at a later date, or (3) requesting, in person at the
Annual Meeting, that the proxy be returned.
Who Can Vote and Votes Required
If you are a shareholder of record at the close of business on March
25, 1998, you will be entitled to vote at the meeting. As of March 25,
1998, there were 28,472,387 shares of the Company's $.01 par value common
stock outstanding (the "Common Stock"). Each share of Common Stock is
entitled to one vote. A majority of the outstanding shares entitled to
vote must be represented in person or by proxy at the meeting in order to
constitute a quorum for the transaction of business. The election of
directors requires that the nominees receive more votes than any opposing
candidates. Also, cumulative voting is not allowed in the election of
directors or for any other purposes.
If you withhold authority to vote for a director nominee in the
election of directors, your vote will be excluded entirely and will have no
effect. If your shares are registered in the name of a broker or other
"street name" nominee, your votes will only be counted as to those matters
actually voted. If you do not provide voting instructions, they will not
be counted (commonly referred to as "broker non-votes").
Solicitation Costs
The solicitation of your proxy will initially be conducted by mail;
however, further solicitations may be made by telephone or oral
communication. Officers, directors and employees of the Company may solicit
proxies but will not receive any special compensation. Also, arrangements,
including reimbursement for expenses in forwarding proxy materials, will be
made with brokerage houses and other custodians, nominees and fiduciaries to
forward proxy materials to beneficial owners of Common Stock. All of the
expenses involved in preparing, assembling and mailing this Proxy Statement
and the enclosed material will be paid for by the Company.
The Company was formed in August 1992 as a holding company for the
packaging, ceramics, aluminum and developmental businesses formerly owned
by Adolph Coors Company ("ACCo"). Effective December 27, 1992, ACCo
distributed to its shareholders all then outstanding shares of the
Company's common stock (the "Spin-Off"). The principal subsidiary of ACCo
is Coors Brewing Company ("Coors Brewing" or "CBC"). Unless the context
indicates otherwise, the term the "Company" or "ACX" is used in this Proxy
Statement to include ACX Technologies, Inc. ("ACX Technologies") and any of
its subsidiaries that existed during the period of reference including
Coors Porcelain Company and its subsidiaries (collectively referred to as
"Coors Ceramics" or "CCC"), Graphic Packaging Corporation and its
subsidiaries (collectively referred to as "Graphic Packaging" or "GPC"),
Golden Technologies Company, Inc. and its subsidiaries (collectively
referred to as "Golden Technologies" or "GTC"), and Golden Aluminum Company
and its subsidiaries (collectively referred to as "Golden Aluminum" or
"GAC"). In March 1997, the Company sold GAC to Crown Cork & Seal, as
previously reported by the Company, under an agreement which gives Crown
Cork & Seal the right to transfer GAC back to the Company within two years.
ELECTION OF DIRECTORS
The Board of Directors of the Company (the "Board") is divided into
three classes, designated Class I, Class II and Class III. Each class is
elected for a three-year term. Three Class I directors will be elected at
the upcoming 1998 Annual Meeting, three Class II directors at the 1999
Annual Meeting, and three Class III directors at the 2000 Annual Meeting.
Each of the nominees is currently a director of the Company and has agreed
to serve on the Board if elected. If any of the nominees for director
should be unavailable for election, the proxies will be voted for a
substitute nominee(s) designated by the Board. Information about the
nominees and each current director whose term continues after the Annual
Meeting follows:
Principal Occupation or Employment
Director
and Directorships Age Since
NOMINEES FOR ELECTION AS CLASS I DIRECTORS
JEFFREY H. COORS 53 1992
President of the Company since its formation in
August 1992; President of Graphic Packaging from
June 1997 and Chairman of Graphic Packaging and
Golden Technologies since 1985 and 1989,
respectively; Executive Vice President of ACCo
from 1991 to 1992; President of Coors Technology
Companies from 1989 to 1992; President of ACCo
from 1985 to 1989; also a director of Photocomm,
Inc.
JOHN H. MULLIN, III 56 1992
Chairman of Ridgeway Farm since 1989, a limited
liability company engaged in timber activities and
farming; Director of ACCo from 1989 to 1992; also
a director of Alex Brown Realty, Inc., The Liberty
Corporation, and a trustee of The Putnam Funds.
JAMES K. PETERSON 63 1997
President of The Peterson Group since 1990, an
investment firm; Chief Executive Officer of
Graphic Packaging Corporation from 1982 to 1989,
after acquiring it in 1982; Chief Operating
Officer and a director of Ludlow Corporation from
1980 to 1982; employed by Continental Can Company
from 1971 to 1980, most recent position was Vice
President.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE
Principal Occupation or Employment Director
and Directorships Age Since
CLASS II DIRECTORS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING
JOSEPH COORS, JR. 56 1992
President of the Company since its formation in
August 1992; Chairman of Coors Ceramics since 1989
and President and Chief Executive Officer of Coors
Ceramics since March 1997; Chairman of Golden
Aluminum from 1993 to 1997; Executive Vice
President of ACCo from 1991 to 1992; President of
Coors Ceramics from 1985 to 1993; also a director
of Hecla Mining Company.
RICHARD P. GODWIN 76 1992
Chairman and Chief Executive Officer of Associated
Vintage Group, Inc., a winery and vineyards, since
1993; Director of Electronic Warfare, Inc. since
1997; Director of ACCo from 1989 to 1992; U.S.
First Under Secretary of Defense for Acquisition
from 1986 to 1988; Employed by Bechtel, Inc. from
1961 to 1986, most recent positions were Vice
Chairman and director.
JOHN HOYT STOOKEY 68 1993
Chairman of Suburban Propane since March 1996; Non-
executive Chairman of Quantum Chemical Company, a
subsidiary of Hanson PLC, from 1993 to March 1996;
President and Chairman of Quantum Chemical
Corporation from 1985 to 1993; From 1989 to 1993,
executive officer of Petrolane Incorporated,
Petrolane Finance Corporation and QJV Corporation,
which companies were reorganized on July 15, 1993
under the U.S. Bankruptcy Code; also a trustee of
United States Trust Company of New York and a
director of Chesapeake Corporation, Cyprus Amax
Minerals Company and Suburban Propane Partners.
CLASS III DIRECTORS WHOSE TERMS EXPIRE AT THE 2000 ANNUAL MEETING
JOHN D. BECKETT 59 1993
President of the R. W. Beckett Corporation, a
manufacturer of components for oil and gas
heating, since 1965; Employed by Lear Siegler in
an engineering capacity from 1960 to 1963.
JOHN K. COORS 41 1996
President and Chief Executive Officer of
Photocomm, Inc., a majority-owned subsidiary of
GTC and an integrator and distributor of solar
electric systems, since January 1997; President
of Golden Genesis Company, a subsidiary of GTC,
since July 1992; Vice President and Plant Manager
of Coors Brewing Company's Memphis, Tennessee
brewery from January to July 1992; also a
director of Photocomm, Inc.
WILLIAM K. COORS 81 1992
Chairman of the Company since its formation in
August 1992; Chairman of ACCo since 1989;
President of ACCo since 1989; also a director of
ACCo since 1940.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors held four regular meetings and three special
meetings during 1997. Each director attended at least 75 percent of the
total number of meetings of the Board and the committees on which he
served.
Joseph Coors was a member of the Board until August 1996 when he
retired and was named Director Emeritus by the Board. As Director
Emeritus, Mr. Coors provides advice and consulting services to the Board.
For these services, he participates in the Company's Equity Compensation
Plan for Non-Employee Directors and receives an annual retainer, which is
described below. However, he is not a voting member of the Board and is
not counted for quorum purposes.
The Board has established three standing committees: Audit,
Compensation and Executive. There is no nominating or other committee
performing similar functions.
The Audit Committee, which consists of two non-employee directors, met
four times last year. The Committee reviews the scope and results of the
audit of the Company by the Company's independent accountants and makes
recommendations to the Board as to the selection of independent
accountants. In addition, the Committee reviews, with the independent
accountants, systems of internal control and accounting policies and
procedures, and directs and supervises investigations into matters within
the scope of its duties. The current members of the Audit Committee are:
John D. Beckett and Richard P. Godwin.
The Compensation Committee, which consists of two non-employee
directors, met five times last year. The Committee makes recommendations
to the Board concerning matters related to compensation for certain
management personnel and certain executive and management incentive and
benefit plans. The current members of the Compensation Committee are: John
H. Mullin, III and John Hoyt Stookey.
The Executive Committee, which consists of one non-employee and two
employee directors, met two times last year. The Committee has all of the
authority of the Board in the management of the business and affairs of the
Company except as provided in the Articles, Bylaws and applicable law. The
current members of the Executive Committee are: Jeffrey H. Coors, Joseph
Coors, Jr. and William K. Coors.
Compensation of Directors
Employee directors do not receive additional compensation for serving
as directors of the Company. Each non-employee director and the Director
Emeritus of the Company receive an annual retainer of $32,000, 20 percent
of which is paid in shares of Common Stock. The balance of the retainer is
paid in cash unless the non-employee director or the Director Emeritus
elects to take all or a portion of it in Common Stock. All shares of
Common Stock received by non-employee directors and the Director Emeritus
are subject to forfeiture until completion of the annual term which ends on
the date of the annual shareholders' meeting following receipt of the
shares. In addition, each non-employee director receives a grant of 2,000
non-qualified stock options at the beginning of his three-year term as
director. The options vest in equal increments over the three-year period
and expire, if unexercised, six years from the date they vest. No
additional amounts are paid to directors for committee meetings. Directors
and the Director Emeritus are reimbursed for expenses incurred while
attending Board or committee meetings and in connection with any other
Company business. In addition, the Company purchases accidental death and
dismemberment insurance for the non-employee directors and the Director
Emeritus.
Family Relationships
Jeffrey H. Coors, John K. Coors and Joseph Coors, Jr. are brothers,
and are sons of Joseph Coors and nephews of William K. Coors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists beneficial ownership of Common Stock as of
March 25, 1998 by owners of more than five percent of the Common Stock,
each director and executive officer, and all directors and executive
officers as a group:
Address Amount and Nature Percent
Name for 5% Owners of Beneficial Ownership (1) of Class
Jeffrey H. Coors ACX Technologies, Inc. 13,738,795 48.3%
(2)(3) 16000 Table Mountain Parkway
Golden, Colorado 80403
William K. Coors Adolph Coors Company 13,175,625 46.3%
(2)(4) Golden, Colorado 80401
Joseph Coors, Jr. ACX Technologies, Inc. 12,655,959 44.4%
(2)(5) 16000 Table Mountain Parkway
Golden, Colorado 80403
John D. Beckett (2) 20,769 *
John K. Coors (2)(6) 32,804 *
Richard P. Godwin (2)(7) 13,446 *
John H. Mullin, III (2) 23,195 *
James K. Peterson (2) 2,240 *
John Hoyt Stookey (2) 12,176 *
Jed J. Burnham (2) 82,656 *
Gail A. Constancio (2)(8) 22,770 *
David H. Hofmann (2) 43,341 *
Beth A. Parish (2) 1,286 *
Jill B. W. Sisson (2)(9) 49,571 *
Directors and Executive Officers as a Group 14,809,368 52.0%
(14 persons)
Peter H. Coors (10) Adolph Coors Company 13,059,610 45.9%
Golden, Colorado 80401
Joseph Coors (2)(11) Adolph Coors Company 12,197,065 42.8%
Golden, Colorado 80401
* Holds less than 1% of the Common Stock.
(1) Except as otherwise indicated, the beneficial owner has sole voting
and investment power.
(2) Includes shares of Common Stock issuable pursuant to options which
are currently exercisable or will be exercisable within 60 days.
(3) Includes 178,064 shares held by Jeffrey H. Coors as trustee, as to
which he shares voting and investment power with William K. Coors,
Joseph Coors and Peter H. Coors, as co-trustees. Also includes
12,014,728 shares held by Jeffrey H. Coors as trustee, of which an
aggregate of 8,688,668 shares are owned by Adolph Coors, Jr. Trust,
Grover C. Coors Trust, May Kistler Coors Trust and Herman F. Coors
Trust. Each of the named trusts is record owner of at least five
percent of the Company's Common Stock, ranging between approximately 5
percent to 10 percent. Of the 12,014,728 shares, Jeffrey H. Coors
shares voting and investment power with Joseph Coors, Joseph Coors, Jr.,
Peter H. Coors and William K. Coors, as co-trustees of these shares.
Also includes 857,744 shares owned by the Adolph Coors Foundation, of
which Jeffrey H. Coors, Peter H. Coors and William K. Coors, among
others, are the directors. Does not include: 60,907 shares of Common
Stock restricted and unissued until the earlier of (i) grantee's death,
disability or termination of employment, or (ii) the year 2000 (5,726
shares), 2001 (3,600 shares), 2002 (5,344 shares), 2004 (10,096 shares)
and 2010 (12,618 shares); or 66,672 shares of Common Stock restricted
and unissued until retirement.
(4) Includes 178,064 shares held by William K. Coors as trustee, as to
which he shares voting and investment power with Jeffrey H. Coors,
Joseph Coors and Peter H. Coors, as co-trustees. Also includes
12,014,728 shares held by William K. Coors as trustee, of which an
aggregate of 8,688,668 shares are owned by Adolph Coors, Jr. Trust,
Grover C. Coors Trust, May Kistler Coors Trust and Herman F. Coors
Trust. Each of the named trusts is record owner of at least five
percent of the Company's Common Stock, ranging between approximately 5
percent to 10 percent. Of the 12,014,728 shares, William K. Coors
shares voting and investment power with Jeffrey H. Coors, Joseph Coors,
Joseph Coors, Jr. and Peter H. Coors, as co-trustees of these shares.
Also includes 857,744 shares owned by the Adolph Coors Foundation, of
which Jeffrey H. Coors, Peter H. Coors and William K. Coors, among
others, are the directors.
(5) Includes 12,014,728 shares held by Joseph Coors, Jr. as trustee, of
which an aggregate of 8,688,668 shares are owned by Adolph Coors, Jr.
Trust, Grover C. Coors Trust, May Kistler Coors Trust and Herman F.
Coors Trust. Each of the named trusts is record owner of at least five
percent of the Company's Common Stock, ranging between approximately 5
percent to 10 percent. Of the 12,014,728 shares, Joseph Coors, Jr.
shares voting and investment power with Jeffrey H. Coors, Joseph Coors,
Peter H. Coors and William K. Coors, as co-trustees of these shares.
Does not include 1,798 shares of Common Stock restricted and unissued
until the earlier of retirement or death, disability or termination of
employment; or 64,032 shares of Common Stock restricted and unissued
until retirement.
(6) Does not include 18,156 shares of Common Stock restricted and
unissued until retirement.
(7) Includes 3,072 shares held by Richard P. Godwin as trustee, as to
which he shares voting and investment power with Reatha T. Godwin, as co-
trustee.
(8) Does not include 6,089 shares which are restricted and unissued
until the earlier of retirement or death, disability or termination of
employment.
(9) Does not include 7,748 shares of Common Stock restricted and
unissued until the earlier of (i) grantee's death, disability or
termination of employment, or (ii) the year 2008 (582 shares) and 2009
(6,584 shares).
(10) Peter H. Coors is not a director or officer of the Company. His
ownership includes 178,064 shares held by Peter H. Coors as trustee, as
to which he shares voting and investment power with Jeffrey H. Coors,
Joseph Coors and William K. Coors, as co-trustees. Also includes
12,014,728 shares held by Peter H. Coors as trustee, of which an
aggregate of 8,688,668 shares are owned by Adolph Coors, Jr. Trust,
Grover C. Coors Trust, May Kistler Coors Trust and Herman F. Coors
Trust. Each of the named trusts is record owner of at least five
percent of the Company's Common Stock, ranging between approximately 5
percent to 10 percent. Of the 12,014,728 shares, Peter H. Coors shares
voting and investment power with Jeffrey H. Coors, Joseph Coors, Joseph
Coors, Jr., and William K. Coors, as co-trustees of these shares. Also
includes 857,744 shares owned by the Adolph Coors Foundation, of which
Jeffrey H. Coors, Peter H. Coors and William K. Coors, among others, are
the directors.
(11) Joseph Coors was a director of the Company until August 1996 when
he retired and was named Director Emeritus. His ownership includes
250,000 shares held by Joseph Coors as co-trustee of his revocable
trust. Also includes 178,064 shares held by him as trustee as to which
he shares voting and investment power with Jeffrey H. Coors, Peter H.
Coors and William K. Coors, as co-trustees. Also includes 11,764,728
shares held by Joseph Coors as trustee, of which an aggregate of
8,688,668 shares are owned by Adolph Coors, Jr. Trust, Grover C. Coors
Trust, May Kistler Coors Trust and Herman F. Coors Trust. Each of the
named trusts is record owner of at least five percent of the Company's
Common Stock, ranging between approximately 5 percent to 10 percent. Of
the 11,764,728 shares, Joseph Coors shares voting and investment power
with Jeffrey H. Coors, Joseph Coors, Jr., Peter H. Coors and William K.
Coors, as co-trustees of these shares.
Jeffrey H. Coors, Joseph Coors, Joseph Coors, Jr., Peter H. Coors and
William K. Coors may constitute a control group of the Company,
beneficially owning in the aggregate approximately 51 percent of the Common
Stock.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of
Directors, which is composed entirely of independent directors, is
responsible for all compensation matters regarding the Company's executive
officers and for administering and granting awards under all executive
compensation plans in which executive officers participate. The current
members of the Committee are John H. Mullin, III, who serves as Chairman,
and John Hoyt Stookey.
Compensation Policies
General. The Company's compensation policies are intended to create
value for the Company's shareholders through long-term growth in sales and
earnings. The total compensation package, consisting of salary, benefits,
an annual incentive opportunity and equity grants, is designed to attract,
motivate and retain the quality of executives needed to successfully lead
and manage the Company. This package intentionally ties a sizable portion
of the executives' total compensation to Company performance and
shareholder value. To further the focus of its executives on shareholder
value, the Committee established guidelines for minimum levels of stock
ownership by the executive officers. Within a period of five years, the
executive officers are expected to own stock equal in value to the
following multiples of salary: members of the Office of the President - 3
times and the other executive officers - 1 time. Guidelines are
encouraged, not mandatory, and have no impact on salary increases or
participation in the annual incentive plan. However, the Committee
annually reviews each executive officer's progress toward achieving the
ownership goal, and if progress is unsatisfactory, future equity grants may
be reduced or eliminated.
Salary. Salary range midpoints are targeted to be at the median (the
50th percentile) of salaries paid by similar-sized manufacturing companies
as determined from data in national salary surveys, a larger group of
manufacturing companies than those in the performance graph index. For
1997 the salary data taken from the surveys was based on several hundred
manufacturing companies. Through a regression analysis formula, the salary
data is adjusted to reflect companies with the same sales revenue as that
of the Company. An executive officer is paid within the salary range
depending upon the individual's level of experience, expertise and specific
job performance. Salaries are reviewed annually and any increases are
approved by taking into account the Company's actual financial performance,
the executive officer's performance in meeting Company goals and
competitive salary data. The Committee does not assign a predetermined
specific weight to these items.
Annual Incentive. The annual incentive is variable compensation and
depends 100 percent upon Company performance. The 1997 incentive plan
provided for targeted cash bonuses equal to 50 percent of base salary if
certain predetermined financial goals were achieved. These financial goals
included an earnings per share ("EPS") goal for ACX executive officers and
an earnings before interest and taxes ("EBIT") goal for the Company's
subsidiary executive officers. The goals were set by the Committee in
February 1997 and included a "threshold" level below which no bonus would
be earned. Potential awards are uncapped and may exceed 100 percent of
salary. For 1997, the Committee certified that the EPS goal was achieved
at the 104 percent level; and therefore, cash bonuses paid to ACX executive
officers equaled 104 percent of base salary.
In addition to the annual incentive described above, the Committee
approved a special, one-time bonus of $67,500 to Gail A. Constancio, former
Controller of the Company and now Chief Financial Officer of Graphic
Packaging, in recognition of her extraordinary efforts in connection with
the reorganization and implementation of exit strategies for certain
projects of Golden Technologies Company.
Executive officers may elect to defer up to 100 percent of the annual
bonus. Amounts deferred are deemed to be invested, at the executive
officer's election, in either a fixed rate fund or in a stock units fund,
provided the bonus is deferred for a minimum of two years. Bonuses deemed
invested in the fixed rate fund earn simple interest during the deferral
period equal to the average rate for 10-year Treasury notes plus two
points. The bonus plus accrued interest is paid in cash at the end of the
deferral period. Bonuses deemed invested in the stock units fund are
denominated as a specific number of shares of Common Stock by using the
market value of these shares at the time of the investment divided by the
amount of the bonus invested in stock units. In addition, the holder of
stock units receives one non-qualified stock option for each two stock
units taken in place of the cash bonus. The options vest ratably over two
years and have a 10-year term. This provision is designed to further
encourage stock ownership by the executives. The stock units are paid by
issuing an equal number of shares of Common Stock at the end of the
deferral period.
Equity Grants. Equity grants are variable compensation and tied 100
percent to the future performance of the Company's Common Stock. The
Company's equity plan currently allows for equity grants of non-qualified
stock options, restricted shares, stock units and bonus shares. During
1997, the Committee granted stock options and stock units at 100 percent of
the market price of the Company's Common Stock on the date of grant. The
Committee: (a) made the annual stock option grant as provided for in the
Executive Incentive Plan; and (b) granted stock units and stock options to
those executive officers who elected to defer their bonus and invest it in
the stock units fund. The number of shares for the annual option grant was
calculated so that the value of the options granted, using an option
pricing model, was equal to 60 percent of the executive officers' salaries
and 100 percent of the president of GPC's salary. The members of the
Office of the President did not receive an annual option grant for 1997
because of the accelerated option grant made to them in 1994 (however,
options were granted in lieu of salary increases as described below).
In June 1997, Mr. David H. Hofmann resigned as president of Graphic
Packaging. Payments that he received in 1997 and 1998 as a result of his
resignation are described in footnote 7 of the Summary Compensation Table
on page 11. The Committee approved the payment of severance to Mr. Hofmann
after considering a number of factors, including Mr. Hofmann's execution of
an agreement to release the Company from any future legal claims, rights
that had accrued to Mr. Hofmann under the terms of certain ACX plans in
which he was a participant, previous practices in connection with the
termination of senior executives and the Committee's judgment as to what
was appropriate and reasonable in light of Mr. Hofmann's position and past
contributions.
Chief Executive Officer Compensation
Two members served in the Office of the President and shared the chief
executive officer function during 1997. Each year the Office of the
President evaluates its performance against the following four strategic
goals approved by the Committee: leadership, creation of earnings, growth
and innovation. The Committee considers this self-evaluation at the time
it does its own evaluation of the Office of the President's performance.
Salaries for the two members are targeted, in total, to be no greater
than the combined median (the 50th percentile) salaries of the top two
executives in similar-sized manufacturing companies. For 1997, the Office
of the President requested, and the Board approved, an option grant in lieu
of a salary increase in order to reduce budgeted costs at ACX in 1997. The
number of shares for this option grant was calculated so that the value of
the options granted, using an option pricing model, was equal to a five
percent salary increase times a multiplier of five in order to compensate
for the foregone benefits which are calculated based on salary.
Each member of the Office of the President participated in the annual
incentive opportunity described above and earned a bonus for 1997 at the
level of 104 percent of salary. The target bonus opportunity for each
member was 50 percent of salary.
Because of the accelerated grant of stock options made in 1994, no
options were granted to either member during 1997 except for those granted
upon the deferral of a bonus which was invested in stock units as described
above and options received in lieu of a salary increase, as described
above.
Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code generally limits the
Company's tax deduction for compensation paid to the executive officers
named in the Summary Compensation Table, which follows this report, to $1
million unless certain requirements are met.
The Committee has taken and intends to continue taking the necessary
steps to ensure that the Company's tax deduction is preserved and not
limited by the $1 million deductibility cap. In particular, the Committee
sought and obtained shareholder approval for the Company's Executive
Incentive Plan and its Equity Incentive Plan, as required under Section
162(m).
This report is submitted by the Compensation Committee of the Board of
Directors:
JOHN H. MULLIN, III, Chairman
JOHN HOYT STOOKEY
<TABLE>
EXECUTIVE COMPENSATION
<CAPTION>
Summary Compensation Table
Long-
Term
Compensatio
n
Annual Awards Payouts
Compensa
tion
Other Restricted Securities All Other
<S> <C> Annual Stock Underlying LTIP Compen-
Name and (1) Compensa- Award(s) Options/ Payouts sation
Principal <C> <C>
Position Year Salary Bonus tion ($) (3) SARs (#) ($) (4) ($) (5)
($) ($) ($) (2)
Jeffrey H. 1997 $460,000 $479,780 $6,703 24,189 $8,053
Coors
Office of 1996 $460,000 $437,460 $7,780
the President
1995 $430,000 $430,000 $48,633 2,672 $6,968
Joseph Coors, 1997 $460,000 $479,780 $3,236 15,000 $8,659
Jr.
Office of 1996 $460,000 $437,460 $8,408
the President
1995 $430,000 $430,000 $2,795 $6,518
David H. 1997 $199,998 $42,019 48,500 $843,222 $878,417 (7)
Hofmann (6)
Former 1996 $354,996 $254,003 62,079 $293,770 $18,364
President, (8)
Graphic 1995 $330,000 $247,500 35,290 $249,324 $10,450
Packaging
Corp.
Jed J. 1997 $195,000 $203,385 15,000 $4,000
Burnham
CFO and 1996 $185,008 $175,935 14,600 $3,750
Treasurer
1995 $166,668 $166,668 10,400 $3,750
Jill B.W. 1997 $170,000 $177,310 13,358 $2,981
Sisson
General 1996 $162,004 $154,062 14,734 $3,750
Counsel and
Secretary 1995 $150,004 $150,000 8,900 $3,475
Gail A. 1997 $135,000 $208,305 12,852 $2,987
Constancio
Former 1996 $118,804 $112,979 11,592 $2,698
Controller
1995 $108,004 $108,000 11,560 $2,430
Beth A. 1997 $75,252 $50,000 3,000 $1,850
Parish
Controller 1996 (9)
1995
</TABLE>
(1) Bonuses shown are the total bonuses for 1997 and are paid 100 percent
in cash except where executives elect to defer a portion of the bonus
into either the fixed rate fund or the stock units fund as described
above in the Committee's Report.
(2) Amounts shown are reimbursements during the year for taxes.
(3) Stock units were granted on October 1, 1994 in an amount approximately
equal to the Company's liability as of January 1, 1994 for the benefit
due certain named executives under salary continuation agreements.
The stock units replace a cash liability of the Company and tie the
eligible named executive's post-retirement benefit to stock value.
The stock units are payable in full upon retirement at age 60 or
after. The stock units are 50 percent vested at age 50 with 10 years
of service and the remaining 50 percent vests in 5 percent increments
between ages 51 and 60. The number of stock units granted, the
percent vested at year end 1997 and the market value at year end 1997,
respectively, were: Jeffrey H. Coors - 66,672 units, 60 percent
vested, valued at $1,650,132 and Joseph Coors, Jr. - 64,032 units, 70
percent vested, valued at $1,584,792.
(4) LTIP payout amounts include bonuses paid under a subsidiary long-term
incentive plan (Graphic Packaging) which provided for cash bonuses
based on predetermined 3-year financial goals. This plan was
discontinued in 1995 when there were 3 cycles remaining under the
plan: 1993 to 1995, 1994 to 1996 and 1995 to 1997. Bonuses were
calculated in 1995 based on estimated performance in the remaining
years, 1995 to 1997, and prorated accordingly. That is, for 1995,
100% of the bonus was paid; for 1996, 67% of the bonus was paid; and,
for 1997, 33% of the bonus was paid for those participants employed at
the end of the performance cycle.
(5) Other Compensation includes the value of term life insurance
benefiting the executive and the employer's contribution to the 401-K
plan, respectively, as follows: Jeffrey H. Coors - $4,053 and $4,000;
Joseph Coors, Jr. - $4,659 and $4,000; David H. Hofmann - $22,747 and
$3,750; Jed J. Burnham - $0 and $4,000; Jill B. W. Sisson - $0 and
$2,981; Gail A. Constancio - $0 and $2,987; and Beth A. Parish - $0
and $1,850.
(6) Mr. Hofmann resigned as of June 25, 1997. In connection with his
resignation, Mr. Hofmann received shares of stock pursuant to the
benefit described above in footnote 3. Of the 52,972 stock units Mr.
Hofmann was eligible to receive at age 60, 66.5 percent were vested
upon his resignation and, therefore, he received 35,226 shares of
stock valued at $23.9375 per share.
(7) Also in connection with Mr. Hofmann's resignation, he received certain
amounts in consideration for executing an agreement to release the
Company from any future legal claims. Other Compensation for Mr.
Hofmann includes the following items: (1) severance allowance -
$800,000; (2) value of company car - $19,500; (3) repair of septic
system on property described on page 17 under "Other Transactions" -
$30,220; and (4) computer and fax machine - $2,200.
(8) In addition to the amounts paid pursuant to footnote 4 above, Mr.
Hofmann received 4,266 shares of restricted stock valued at $84,520,
the fair market value of the Company's stock on December 31, 1996.
The restricted stock was granted January 1, 1996 at the fair market
value of the Company's stock on that date, and the shares vested
ratably over 3 years from the grant date. Mr. Hofmann was originally
granted a total of 12,800 shares, however, due to his resignation in
June 1997, only one-third of the shares vested (4,266 shares) and the
remaining 8,534 shares were forfeited.
(9) Ms. Parish was elected Controller as of November 11, 1997. Her total
annual salary and bonus for 1996 and 1995 did not exceed $100,000.
Option/SAR Grants in Last Fiscal Year
Individu
al
Grants
(1)
Number of % of Total
Securities Options/
Underlying SARs Exercise Grant Date
Options/ Granted to or Base Present
SARs Employees Price Expirati Value ($)
Granted on
Name (#) in Fiscal ($/Sh) Date (2)
Yr.
Jeffrey H. 15,000 (3) $19.250 19-Feb- $144,000
Coors 07
4,820 (4) $19.063 28-Feb- $45,790
07
4,369 (5) $23.563 4-Jan-98 $8,170
24,189 6.0%
Joseph 15,000 (3) 3.7% $19.250 19-Feb- $144,000
Coors, Jr. 07
David H. 38,500 (7) $19.250 19-Feb- $369,600
Hofmann (6) 07
10,000 (8) $20.063 13-May- $100,000
07
48,500 12.1%
Jed J. 15,000 (7) 3.7% $19.250 19-Feb- $144,000
Burnham 07
Jill B. W. 12,000 (7) $19.250 19-Feb- $115,200
Sisson 07
1,358 (4) $19.063 28-Feb- $12,901
07
13,358 3.3%
Gail A. 12,000 (7) $19.250 19-Feb- $115,200
Constancio 07
852 (4) $19.063 28-Feb- $8,094
07
12,852 3.2%
Beth A. 3,000 (7) 0.7% $25.000 22-Aug- $37,380
Parish 07
(1) All options are granted at the Common Stock's market value on the
grant date, and each grant has an expiration date as specified in the
table. All options vest in the event of a change in control. The
option price may be paid in cash, by surrendering shares owned for
more than 6 months, or through irrevocable instructions to a broker to
deduct the option price from the proceeds of the sale. Options
include the right to have shares withheld by the Company to pay
withholding tax obligations due in connection with the exercise.
(2) Values indicated are an estimate based on the Black-Scholes option
pricing model using the following assumptions: (a) 23.2 percent stock
price volatility based on the average stock price volatility of the
companies included in the S&P Manufacturing (Diversified/Industrials)
Index; (b) 5.80 percent risk-free rate of return; (c) zero dividend
yield; (d) anticipated exercising at the end of the option term; and
(e) no adjustment for non-transferability or risk of forfeiture. The
actual value realized will be determined by the excess of the stock
price over the exercise price on the date the option is exercised.
There is no certainty the actual value realized will be at or near the
value estimated by the Black-Scholes option pricing model.
(3) Options granted in lieu of a salary increase. Options vest ratably
over 3 years with each vested increment being exercisable until the
tenth anniversary of the grant date.
(4) Options granted as a result of an election to defer the 1996 cash
bonus by investing it in stock units. Options vest ratably over 2
years with each vested increment being exercisable until the tenth
anniversary of the grant date. Any unvested options are subject to
forfeiture if the underlying bonus shares are not retained for 2
years.
(5) Option granted in connection with a stock option exercise in 1997
where the exercise price was paid with common stock which had been
held by the optionee for more than 6 months. Option is fully vested
and has the same terms and provisions as the option which was
exercised, including its expiration date.
(6) Due to Mr. Hofmann's resignation as of June 1997, the 48,500 options
did not vest and were canceled in 1997.
(7) Options granted annually which vest ratably over 3 years with each
vested increment being exercisable until the tenth anniversary of the
grant date.
(8) Option granted in connection with the discontinuation of a long-term
incentive plan described in footnote 4 of the Summary Compensation
Table. Option vests ratably over 3 years with each vested increment
being exercisable until the tenth anniversary of the grant date.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
Number
of
Securi
ties
Shares Underl Value of Unexercised
ying
Unexer-
Acquired cised In-The-Money
Options Options/SARs
/SARs
On Value at at 12/31/97
12/31/ ($) (1)
97
(#)
Exercise Realized Exercis- Unexer- Exercis - Unexer-
NAME (#) ($) able cisable able cisable
Jeffrey H. 20,740 $183,289 520,929 130,220 $5,020,753 $799,914
Coors
Joseph 5,006 $20,224 516,666 125,400 $5,123,007 $772,500
Coors, Jr.
David H. 69,734 102,641 $614,048 $692,784
Hofmann
Jed J. 60,131 29,701 $598,333 $206,633
Burnham
Jill B. W. 33,776 27,326 $307,298 $190,935
Sisson
Gail A. 11,075 24,929 $76,367 $166,701
Constancio
Beth A. 500 4,000 $3,781 $7,563
Parish
(1) Value of unexercised options equals market value of the shares
($24.75) underlying in-the-money options at December 31, 1997, less
the exercise price, times the number of in-the-money options
outstanding.
Pension Plan Table
The estimated total annual retirement benefits payable under the
defined benefit plan in which the named executives participate are set
forth in the table below. The table illustrates benefits accrued through
fiscal year 1997 and includes years of service and compensation earned
while employed by ACCo, the former parent of ACX. In connection with the
Spin-Off, ACX assumed the pension liability for the ACCo former employees
who transferred to ACX as part of the Spin-Off and ACX received the funding
associated with that liability.
Years of
Service
Remuneration 15 20 25 30 35
$125,000 $32,813 $43,750 $54,688 $65,625 $68,750
$150,000 $39,375 $52,500 $65,625 $78,750 $82,500
$175,000 $45,938 $61,250 $76,563 $91,875 $96,250
$200,000 $52,500 $70,000 $87,500 $105,000 $110,000
$225,000 $59,063 $78,750 $98,438 $118,125 $123,750
$250,000 $65,625 $87,500 $109,375 $131,250 $137,500
$275,000 $72,188 $96,250 $120,313 $144,375 $151,250
$300,000 $78,750 $105,000 $131,250 $157,500 $165,000
$325,000 $85,313 $113,750 $142,188 $170,625 $178,750
$350,000 $91,875 $122,500 $153,125 $183,750 $192,500
$375,000 $98,438 $131,250 $164,063 $196,875 $206,250
$400,000 $105,000 $140,000 $175,000 $210,000 $220,000
$425,000 $111,563 $148,750 $185,938 $223,125 $233,750
$450,000 $118,125 $157,500 $196,875 $236,250 $247,500
$475,000 $124,688 $166,250 $207,813 $249,375 $261,250
$500,000 $131,250 $175,000 $218,750 $262,500 $275,000
$525,000 $137,813 $183,750 $229,688 $275,625 $288,750
$550,000 $144,375 $192,500 $240,625 $288,750 $302,500
$575,000 $150,938 $201,250 $251,563 $301,875 $316,250
(1) The maximum permissible benefit under ERISA from the qualified
Retirement Plan for 1997 was $130,000. In addition, the maximum
compensation for 1997 which may be used in determining benefits from
the qualified Retirement Plan is $160,000. The Company has a non-
qualified supplemental retirement plan which provides the benefits
which are not payable from the qualified Retirement Plan because of
these limitations. The amounts shown in this table include the
benefits payable under the non-qualified supplemental retirement plan.
The benefit is computed on the basis of a straight life annuity and is
subject to a reduction to reflect, in part, the payment of Social
Security benefits.
(2) The compensation covered by the Retirement Plan is salary only and
does not include any of the other compensation items shown on the
summary compensation table. The salary used to compute benefits is
the average of the three highest salary amounts in the last ten years.
As of fiscal year-end 1997, average annual compensation covered by the
Retirement Plan and credited years of service with ACX, including
previous compensation and years of service with ACCo and its
subsidiaries, for the named executives are as follows: Jeffrey H.
Coors - $448,056 and 26 years; Joseph Coors, Jr. - $448,056 and 21
years; David H. Hofmann - $361,664 and 8 years; Jed J. Burnham -
$180,643 and 5 years; Jill B. W. Sisson - $159,783 and 5 years; Gail
A. Constancio - $119,590 and 11 years; and Beth A. Parish - $68,602
and 10 years.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
The Company has no employment contracts with the named executives.
Compensation received by the named executives upon retirement includes
normal retirement benefits and, for the two members of the Office of the
President, a number of shares of stock to be granted under the salary
continuation agreements described above in footnote 3 to the Summary
Compensation Table. In addition, in the case of a change in control of the
Company, the Company's compensation plans will be affected as follows: (1)
under the Equity Incentive Plan, all outstanding options will become
exercisable in full and all stock units will become payable in full; (2)
under the Executive Incentive Plan (the annual incentive plan), the plan
will terminate and prorated bonuses will be calculated and paid, if earned;
(3) under the deferred compensation plan, distributions of deferred amounts
will be made in a lump sum within 90 days after the change in control; and
(4) under the salary continuation agreements, stock units vest 100 percent
without regard to the executive's age or service. The definition of change
in control for these purposes is as follows: (i) The acquisition of, or
the ownership of, 50 percent or more of the total Common Stock of the
Company then issued and outstanding, by any person, or group of affiliated
persons, or entities not affiliated with the Company as of the effective
dates of these plans, without the consent of the Board of Directors, or
(ii) The election of individuals constituting a majority of the Board of
Directors who were not either (A) members of the Board of Directors prior
to the election or (B) recommended to the shareholders by management of the
Company, or (iii) A legally binding and final vote of the shareholders of
the Company in favor of selling all or substantially all of the assets of
the Company.
Compensation Committee Interlocks and Insider Participation
During 1997, the following individuals served on the Compensation
Committee: John H. Mullin, III and John Hoyt Stookey. There were no
compensation committee interlocks during 1997.
Performance Graph
The following performance graph compares the performance of the
Company's Common Stock to the Standard & Poor's 500 Stock Index and to the
Standard & Poor's Manufacturing (Diversified/Industrials) Index for the
period from December 31, 1992 through December 31, 1997. The graph assumes
that the value of the investment in the Company's Common Stock and each
index was $100 at December 31, 1992 and that all dividends, if any, were
reinvested, although it should be noted that the Company has not paid
dividends on its Common Stock. The information contained in this graph is
not necessarily indicative of future Company performance.
Comparison of Cumulative Total Returns
Since December 31, 1992 in Company Common Stock
[GRAPH APPEARS HERE]
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
S&P 500 $100 $107 $105 $141 $174 $215
S&P
Manufacturing $100 $119 $121 $168 $226 $283
(Diversified)
ACX $100 $184 $183 $139 $180 $229
Technologies, Inc.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Joseph Coors, William K. Coors, Joseph Coors, Jr., Jeffrey H. Coors
and Peter H. Coors are co-trustees of one or more of the family trusts
which collectively own approximately 45.8 percent of the Common Stock of
the Company and a majority of the non-voting common stock of ACCo. In
addition, one of those trusts owns 100 percent of the voting common stock
of ACCo. Peter H. Coors is a brother of Jeffrey H. Coors, John K. Coors
and Joseph Coors, Jr. and son of Joseph Coors and is a director and
executive officer of ACCo and Coors Brewing. Joseph Coors and William K.
Coors are brothers and directors of ACCo. ACX and ACCo, or their
subsidiaries, have certain business relationships and have engaged or
propose to engage in certain transactions with one another, as described
below.
Transactions with Adolph Coors Company
In connection with the 1992 Spin-Off, certain ACX subsidiaries entered
into market-based, long-term supply agreements with Coors Brewing to
provide packaging, aluminum and starch products to Coors Brewing for use in
its business.
Under the original packaging supply agreement, Coors Brewing agreed to
purchase and Graphic Packaging agreed to supply substantially all of Coors
Brewing's paperboard and label packaging requirements through 1997. In
early 1997, this agreement was modified and extended to a three year,
rolling term contract. Under the starch supply agreement, Coors Brewing
agreed to purchase and Golden Technologies agreed to sell 100 million
pounds of refined corn starch annually through 1997. The starch supply
agreement was amended in 1996 and, in March 1997, was extended through
1999. The agreement may be canceled prior to 1999 upon receipt of a fee
for early termination. Total sales under these supply contracts are a
material source of revenue for the Company, accounting for sales of
approximately $118,000,000 in 1997, which also includes sales of aluminum
can sheet to Coors Brewing. The aluminum business was sold to Crown Cork &
Seal as of March 1997. Sales to CBC of approximately $120,000,000 are
estimated for 1998 under the packaging and the starch supply contracts.
In addition to these supply agreements, Coors Brewing and Golden
Technologies are parties to an agreement under which Golden Technologies
purchases brewery by-products and retains a percentage of the net sales
price on the resale of such by-products. In 1997, the by-products
agreement was extended through 1999. Payments to Coors Brewing under this
contract were approximately $9,000,000 in 1997 and are also anticipated to
be approximately $9,000,000 in 1998.
In addition, certain subsidiaries of ACX and ACCo are parties to a few
miscellaneous market-based transactions. The Company's real estate
brokerage subsidiary and the partnership described below received rental
income from Coors Brewing for the use of recreational facilities and Coors
Brewing provided water and waste water treatment services for an ACX
ceramics facility located on property leased from Coors Brewing. In
addition, the ceramics subsidiary sold certain miscellaneous products to
CBC, including ceramic can tooling for Coors Brewing's can lines. During
1997, the Company received approximately $350,000 for the services and
products it provided to ACCo as described in this paragraph, and
anticipates it will receive approximately $230,000 for these services and
products in 1998. During 1997, the Company paid ACCo and its subsidiaries
approximately $340,000 for the services provided by ACCo as described in
this paragraph, and anticipates it will pay approximately $260,000 in 1998
for these services.
An ACX subsidiary is a general partner in a limited partnership in
which Coors Brewing is the limited partner. The partnership owns,
develops, operates and sells certain real estate previously owned directly
by Coors Brewing or ACCo. Each partner is obligated to make additional
cash contributions of up to $500,000 upon call of the general partner.
Distributions of $1,250,000 were made to each partner in 1997.
Distributions are allocated equally between the partners until Coors
Brewing recovers its investment and then 80 percent to the general partner
and 20 percent to Coors Brewing. It is estimated that distributions for
1998 will be $500,000 to each partner.
Other Transactions
In 1996, the Compensation Committee approved the purchase, by the
Company, of David H. Hofmann's residence for its appraised value of
$925,000 which was determined by averaging the results of three independent
appraisals. The Company sold the residence in April 1997 for its appraised
value. Also, in 1997 in connection with this transaction, the Company paid
approximately $90,000 in commissions and selling costs, which included
$30,000 for certain repairs.
In 1997, the Company agreed to either directly loan or guarantee a
third party line of credit for two years, not to exceed $8 million, to
National Empowerment Television, Inc. ("NET"), and, in return, the Company
received the right to purchase shares of NET's common stock at a 10 percent
discount per share. NET is a television network based in Washington, D.C.
which offers 24-hour programming in current events. Prior to the end of
1997, a Coors family trust, of which William K. Coors, Jeffrey H. Coors and
Joseph Coors, Jr. are trustees, assumed the Company's position under the
agreement with NET and the Company was released from any liability under
this arrangement.
Indebtedness of Management
In December 1996, the Company made a non-interest bearing loan to
David H. Hofmann, an officer of the Company at that time, in the amount of
$200,000. The note was secured by a mortgage on 15 acres of land and was
paid in full as of August 1997.
OTHER BUSINESS
The Board of Directors of the Company is not aware of any other
matters that are to be presented at the Annual Meeting. If other matters
should properly be presented at the Annual Meeting, the persons named in
the proxy will vote on these matters using their best judgment.
INFORMATION ON INDEPENDENT ACCOUNTANTS
The Board has unanimously reappointed the firm of Price Waterhouse LLP
("Price Waterhouse") as independent accountants for the 1998 fiscal year.
A representative of Price Waterhouse will be present at the Annual Meeting
to answer questions from the shareholders and will be given an opportunity
to make a statement on behalf of Price Waterhouse.
DIRECTOR AND OFFICER SECURITIES REPORTS
The Company's executive directors and officers, and persons who own
more than 10 percent of the Company's equity securities are required to
file reports of ownership and changes of ownership with the Securities and
Exchange Commission. Based upon information provided to the Company, the
Company believes that during the fiscal year ended December 31, 1997,
persons subject to this requirement filed the required reports on a timely
basis except that, due to an administrative error, one transaction was
filed six days late for John K. Coors, a director of the Company; and one
transaction was filed late for John H. Mullin, III, a director of the
Company, with respect to shares as to which he disclaims beneficial
ownership.
RESOLUTIONS PROPOSED BY INDIVIDUAL SHAREHOLDERS
In order to include a shareholder proposal in the Company's Proxy
Statement and form of proxy relating to the Company's next Annual Meeting
of Shareholders following the end of the 1998 fiscal year, it must be
received by the Company no later than December 1, 1998.
AVAILABILITY OF REPORT ON FORM 10-K
Upon your written request, the Company will provide a complimentary
1997 Annual Report on Form 10-K (without exhibits). Your request should be
mailed to: Shareholder Relations, ACX Technologies, Inc., 16000 Table
Mountain Parkway, Golden, Colorado 80403.
This Notice and Proxy Statement are sent by order of the Board of
Directors.
Dated: March 31, 1998
Jill B. W. Sisson, General
Counsel and Secretary
