<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BWAY Corporation
________________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
<PAGE>
[Logo]
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350
Dear Stockholder:
The following Supplement No. 1 to Proxy Statement provides revised
information with respect to the Annual Meeting of Stockholders (the "Annual
Meeting") of BWAY Corporation (the "Company"), which will be held on Friday,
February 25, 2000, at 1:00 p.m., local time, at the Company's facility at
Highway 84, Homerville, Georgia 31634.
At the Annual Meeting, the stockholders of the Company will consider and
take action with respect to the following matters: (1) the election of two
directors to hold office for a term of three years; (2) the approval of the
fourth amendment and restatement of the Company's 1995 Long-Term Incentive Plan;
(3) the ratification of the appointment of Deloitte & Touche LLP as the
Company's independent public accountants for the fiscal year ending October 1,
2000; and (4) the transaction of such other business as may properly come before
the Annual Meeting and any adjournments or postponements thereof.
The Company previously mailed to all stockholders of record as of January
7, 1999 the Notice of Meeting, Proxy Statement, Proxy Form and Annual Report of
the Company. The purpose of the Supplement No. 1 to Proxy Statement is to
correct certain information contained in the section of the Proxy Statement
titled "Executive Compensation - Summary Compensation Table."
It is important that your shares are represented and voted at the Annual
Meeting, regardless of the size of your holdings. Accordingly, please mark,
sign and date the Proxy Form previously provided to you and return it promptly.
If you attend the Annual Meeting, you may, of course, withdraw your proxy should
you wish to vote in person. Any stockholder who has already returned their
Proxy Form and desires to change their vote based upon the corrected information
provided in the Supplement No. 1 to Proxy Statement may obtain a new Proxy Form
upon request made to Blair G. Schlossberg, Vice President, General Counsel and
Secretary, in writing at the above address or by telephone at (770) 645-4800.
Sincerely,
/s/ BLAIR G. SCHLOSSBERG
Blair G. Schlossberg
Vice President, General Counsel and Secretary
January 26, 2000
<PAGE>
[Logo]
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350
----------------------
SUPPLEMENT NO. 1 TO
PROXY STATEMENT
----------------------
Annual Meeting of Stockholders
to be held on
February 25, 2000
----------------------
This Supplement No. 1 to Proxy Statement (this "Supplement") is being
furnished to the holders of common stock, par value $0.01 per share (the "Common
Stock"), of BWAY Corporation (the "Company") in connection with the solicitation
of proxies by and on behalf of the Board of Directors of the Company (the "Board
of Directors" or the "Board") for use at the annual meeting of stockholders to
be held on February 25, 2000 at 1:00 p.m., local time, and at any adjournments
or postponements thereof (the "Annual Meeting"). The purpose of the Annual
Meeting is to elect two directors to the Board, to approve the fourth amendment
and restatement of the Company's 1995 Long-Term Incentive Plan and to ratify the
appointment of Deloitte & Touche LLP as the Company's independent public
accountants for the 2000 fiscal year.
This Supplement is being mailed on or about January 26, 2000 to holders of
record of the Common Stock at the close of business on January 7, 2000
("Stockholders of Record"). All capitalized terms used but not otherwise
defined herein have the meaning set forth in the Proxy Statement originally
mailed to Stockholders of Record on or about January 19, 2000 (the "Original
Proxy Statement").
The purpose of this Supplement is to correct certain information contained
in the section of the Original Proxy Statement titled "Executive Compensation -
Summary Compensation Table." Therefore, the section of the Original Proxy
Statement titled "Executive Compensation - Summary Compensation Table" is hereby
amended and restated in its entirety as follows:
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------- ----------------------------------
Awards Payouts
----------------------- -------- All
Restricted Securities Other
Other Annual Stock Underlying LTIP Compen-
Name and Principal Fiscal Salary Bonus Compensation Awards Options/SARs Payouts sation
Position Year ($) ($)(1) ($) ($) (#)(2) ($) ($)
- -------------------------- ------ ------- ------- ------------ ---------- ------------ ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Warren J. Hayford (3)..... 1999 450,000 -- -- -- 36,667(4) -- 259,866(5)
Retired Chairman of the 1998 450,000 180,000 -- -- -- -- 261,133(6)
Board and Chief 1997 416,667 416,667 -- -- 75,000(7) -- 260,749(8)
Executive Officer of the
Company
John T. Stirrup........... 1999 348,577 -- -- -- 12,667(9) -- 49,890(10)
President and Chief 1998 300,000 90,000 -- -- 35,000(11) -- 115,341(12)
Operating Officer of the 1997 275,000 206,250 -- -- -- -- 186,754(13)
Company
James W. Milton........... 1999 221,440 -- -- -- 7,333(14) -- 169,046(15)
Executive Vice President 1998 206,667 62,500 -- -- 11,000(16) -- 169,022(17)
of the Company 1997 197,692 148,275 -- -- -- -- 136,251(18)
John M. Casey (19)........ 1999 191,167 43,013 -- -- 6,000(20) -- 8,249(21)
Executive Vice President 1998 161,875 97,125 -- -- 19,000(22) -- 19,616(23)
and Chief Financial 1997 -- -- -- -- -- -- --
Officer of the Company
</TABLE>
- ----------------
(1) Amounts shown for fiscal 1997, 1998 and 1999 were earned during fiscal
1997, 1998 and 1999, respectively, under the Company's Management
Incentive Plan and were paid during calendar 1997, 1998 and 1999,
respectively.
(2) The amounts shown have been adjusted to reflect the 3-for-2 split of
Common Stock on September 22, 1997.
(3) Mr. Hayford retired as Chief Executive Officer of the Company in December
31, 1999. He continues to serve as Vice-Chairman of the Board of the
Company.
(4) Options exercisable in three equal annual installments with the first
installment exercisable on November 16, 1999, and were granted pursuant
to the Current Plan.
(5) The amount shown includes an accrual of $253,651 for supplemental
executive retirement payments pursuant to his employment agreement and
$6,215 of country club dues.
(6) The amount shown includes an accrual of $253,651 for supplemental
executive retirement payments pursuant to his employment agreement,
$1,500 of country club dues and $5,982 of premium for optional life
insurance for which Mr. Hayford was reimbursed by the Company pursuant to
his employment agreement.
(7) Options to acquire 37,500 shares become exercisable in three equal annual
installments with the first installment exercisable on May 17, 1998, and
were granted pursuant to the Current Plan. Options to acquire an
additional 37,500 shares become exercisable in three equal annual
installments with the first installment exercisable on August 19, 1998,
and were granted pursuant to the Current Plan.
(8) The amount shown includes an accrual of $225,468 for supplemental
executive retirement payments pursuant to his employment agreement,
$8,845 of premium for Group Term Life Insurance and $26,436 of premium
for additional optional life insurance for which Mr. Hayford was
reimbursed by the Company pursuant to his employment agreement.
(9) Options become exercisable in three equal annual installments with the
first installment exercisable on November 16, 1999, and were granted
pursuant to the Current Plan.
(10) The amount shown includes an accrual of $24,381 for supplemental
executive retirement payments pursuant to his employment agreement,
$12,259 of country club dues, $6,941 of Company matching 401(k)
contributions under the Profit Sharing Plan and $6,309 of premium for
optional life insurance for which Mr. Stirrup was reimbursed by the
Company pursuant to his employment agreement.
-2-
<PAGE>
(11) Options become exercisable in three equal annual installments with the
first installment exercisable on November 17, 1998, and were granted
pursuant to the Current Plan.
(12) The amount shown includes an accrual of $101,583 for supplemental
executive retirement payments pursuant to his employment agreement,
$3,600 of country club dues, $2,850 of Company matching 401(k)
contributions under the Profit Sharing Plan and $7,308 of premium for
optional life insurance for which Mr. Stirrup was reimbursed by the
Company pursuant to his employment agreement.
(13) The amount shown includes an accrual of $174,000 for supplemental
executive retirement payments pursuant to his employment agreement,
$2,850 of Company matching 401(k) contributions under the Profit Sharing
Plan, $2,626 of premium for Group Term Life Insurance and $7,278 of
premium for additional optional life insurance for which Mr. Stirrup was
reimbursed by the Company pursuant to his employment agreement.
(14) Options become exercisable in three equal annual installments with the
first installment exercisable on November 16, 1999, and were granted
pursuant to the Current Plan.
(15) The amount shown includes an accrual of $141,396 for supplemental
executive retirement payments pursuant to his employment agreement,
$5,450 of country club dues, $2,200 of Company matching 401(k)
contributions under the Profit Sharing Plan and $20,000 of premium for
Group Term Life Insurance.
(16) Options become exercisable in three equal annual installments with the
first installment exercisable on November 17, 1998, and were granted
pursuant to the Current Plan.
(17) The amount shown includes an accrual of $141,396 for supplemental
executive retirement payments pursuant to his employment agreement,
$4,932 of country club dues, $2,694 of Company matching 401(k)
contributions under the Profit Sharing Plan and $20,000 of premium for
Group Term Life Insurance.
(18) The amount shown includes an accrual of $121,820 for supplemental
executive retirement payments pursuant to his employment agreement,
$4,431 of Company matching 401(k) contributions under the Profit Sharing
Plan and $10,000 of premium for Group Term Life Insurance.
(19) John M. Casey became an employee of the Company in November 1997 and
resigned from employment with the Company in December 1999.
(20) Options become exercisable in three equal annual installments with the
first installment exercisable on November 16, 1999, and were granted
pursuant to the Current Plan.
(21) The amount shown includes $4,169 of Company matching 401(k) contributions
under the Profit Sharing Plan and $4,080 of country club dues.
(22) Options become exercisable in three equal annual installments with the
first installment exercisable on November 17, 1998, and were granted
pursuant to the Current Plan.
(23) The amount shown includes $15,716 of reimbursement for moving expenses
and $3,900 of country club dues.
The Current Plan, which the Board adopted in November 1998 and the
Company's stockholders approved in February 1999, provided for the award of
stock options, restricted shares of Common Stock, stock appreciation rights,
stock indemnification rights, units valued on the basis of the long-term
performance of the Company, or some combination of the foregoing to
participants. The Current Plan covered an aggregate of 1,825,000 shares of
Common Stock. The Amended Plan, which the Board approved in December 1999 and
which is submitted to the stockholders for approval at the Annual Meeting,
increases this aggregate amount to 2,425,000 shares of Common Stock. See
"Proposal 2--Approval of the Fourth Amendment and Restatement of the Company's
1995 Long-Term Incentive Plan."
In addition, Mr. Milton participates in the Milton Can Salaried Employees'
Retirement Plan, a defined benefit plan sponsored by the Company. The Company
froze this plan effective December 31, 1996, thereby preventing any future
benefit accruals under this plan. The estimated annual benefit payable at
retirement at age 65 for Mr. Milton is approximately $77,000.
-3-
