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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SONOCO PRODUCTS COMPANY
- --------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[SONOCO LOGO]
SONOCO PRODUCTS COMPANY
POST OFFICE BOX 160
NORTH SECOND STREET
HARTSVILLE, SOUTH CAROLINA 29551-0160 U.S.A.
March 13, 1998
TO OUR SHAREHOLDERS:
As a shareholder of Sonoco Products Company, you are cordially invited to
attend the Annual Shareholders' Meeting to be held at the Center Theater, 212
North Fifth Street, Hartsville, South Carolina, on Wednesday, April 15, 1998, at
11:00 A.M.
The accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement cover the details of matters to be presented at the meeting which
consist of the election of directors and approval of the selection of
independent auditors.
In addition to action to be taken on the matters listed in the Notice of
Annual Meeting of Shareholders, the Company's progress will be discussed, and
attendees will be given an opportunity to ask questions of general interest to
all shareholders.
A copy of the 1997 Annual Report, which reviews the Company's past year's
events, is enclosed unless you have signed a statement indicating that you have
access to another copy at your address.
Whether or not you plan to attend the meeting, you are urged to participate
by completing and returning your proxy in the enclosed business reply envelope.
If you are a record shareholder and later find you can be present or for any
reason desire to revoke your proxy, you can do so at any time before the voting.
Your vote is important and will be greatly appreciated.
/s/ Charles W. Coker
Charles W. Coker
Chairman and Chief Executive Officer
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SONOCO PRODUCTS COMPANY
POST OFFICE BOX 160
NORTH SECOND STREET
HARTSVILLE, SOUTH CAROLINA 29551-0160
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME................................. 11:00 A.M. on Wednesday, April 15, 1998.
PLACE................................ The Center Theater, 212 North Fifth Street, Hartsville,
South Carolina.
PURPOSES............................. (1) To elect six members of the Board of Directors, five to
serve for the next three years and one to serve for the next
two years.
(2) To approve the selection of independent auditors.
(3) To transact such other business as may properly come
before the meeting or any adjournment thereof.
RECORD DATE.......................... Holders of Common Stock of record at the close of business
February 27, 1998, are entitled to notice of and to vote at
the meeting.
ANNUAL REPORT........................ The 1997 Annual Report of the Company is enclosed unless you
have signed a statement indicating that you have access to
another copy at your address.
PROXY VOTING......................... It is important that your shares be represented and voted at
the meeting. Please MARK, SIGN, DATE, and RETURN PROMPTLY
the enclosed proxy card in the envelope furnished. Any proxy
so given can be revoked in the manner described in the
accompanying Proxy Statement at any time prior to its
exercise at the meeting.
By order of the Board of Directors,
Charles J. Hupfer
Secretary
March 13, 1998
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SONOCO PRODUCTS COMPANY
POST OFFICE BOX 160
NORTH SECOND STREET
HARTSVILLE, SOUTH CAROLINA 29551-0160
PROXY STATEMENT
GENERAL INFORMATION
INFORMATION CONCERNING THE SOLICITATION
This statement is furnished in connection with the solicitation of proxies
to be used at the Annual Meeting of Shareholders ("Annual Meeting") of Sonoco
Products Company (the "Company"), a South Carolina corporation, to be held on
April 15, 1998.
The solicitation of proxies in the enclosed form is made on behalf of the
Board of Directors of the Company.
The cost of preparing, assembling and mailing the proxy material and of
reimbursing brokers, nominees and fiduciaries for the out-of-pocket and clerical
expense of transmitting copies of the proxy material to the beneficial owners of
shares held of record by such persons will be borne by the Company. The Company
does not intend to solicit proxies otherwise than by use of the mail; however,
certain officers and regular employees of the Company or its subsidiaries,
without additional compensation, may use their personal efforts by telephone,
telefacsimile, e-mail, or by personal calls to obtain proxies.
The proxy materials are being mailed on March 13, 1998, to shareholders of
record at the close of business on February 27, 1998.
Any shareholder who executes and delivers a proxy has the right to revoke
it at any time before it is voted. The proxy can be revoked by a shareholder of
record by giving notice of revocation at the Annual Meeting, or by delivery to
the Secretary of the Company, Post Office Box 160, Hartsville, South Carolina,
29551-0160, of an instrument which by its terms revokes the proxy, or by
delivery to the Secretary of a duly executed proxy bearing a later date. Any
record shareholder who desires to do so can attend the meeting and vote in
person in which case the proxy will not be used.
Shares represented by all properly executed proxies delivered pursuant to
this solicitation will be voted at the Annual Meeting or any adjournment
thereof. With respect to the election of directors and to any of the proposals
for which a choice is provided, the proxy will be voted in the manner directed
by the shareholder. If no direction is made, the proxy will be voted FOR the
persons named in this Proxy Statement as the Board of Directors' nominees for
election to the Board of Directors and FOR approval of selection of Coopers &
Lybrand L.L.P. as the Company's independent auditors for the fiscal year ending
December 31, 1998. As to any other matter of business that may be brought before
the Annual Meeting, a vote may be cast pursuant to the accompanying proxy in
accordance with the best judgment of the persons holding the proxy, but the
Board of Directors presently does not know of any other such business.
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OUTSTANDING SECURITIES
The Company has authorized two classes of stock consisting of 150,000,000
authorized shares of no par value Common Stock, of which 93,514,415 shares were
outstanding at February 27, 1998, and 30,000,000 authorized shares of no par
value Preferred Stock, none of which is outstanding.
VOTING SECURITIES
Only shareholders of record of the Company's Common Stock at the close of
business on February 27, 1998, will be entitled to vote at the Annual Meeting.
Each share outstanding will be entitled to one vote on each matter submitted at
the Annual Meeting.
A majority of the shares entitled to be voted at the Annual Meeting
constitutes a quorum. If a share is represented for any purpose at the Annual
Meeting by the presence of the registered owner or a person holding a valid
proxy for the registered owner, it is deemed to be present for purposes of
establishing a quorum. Therefore, valid proxies which are marked "Abstain" or
"Withhold" and shares that are not voted, including proxies submitted by brokers
that are the record owners of shares (so-called "broker non-votes"), will be
included in determining the number of votes present or represented at the Annual
Meeting.
If a quorum is present at the Annual Meeting, directors will be elected by
a plurality of the votes cast by shares present and entitled to vote at the
Annual Meeting. Votes that are withheld or that are not voted in the election of
directors will have no effect on the outcome of election of directors.
Cumulative voting is not permitted.
Approval of selection of Coopers & Lybrand L.L.P., as independent auditors,
and approval of any other matter that may be brought before the meeting require
that the votes cast in favor of the matter exceed the votes cast against the
matter. Votes that are withheld or shares that are not voted will have no effect
on the outcome of such matters.
There is no person known by the management of the Company to own of record
or beneficially more than 5% of the outstanding voting shares of the Company.
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ELECTION OF DIRECTORS
At this Annual Meeting six directors are to be elected, five of whom shall
hold office for the next three years, their terms expiring at the Annual
Shareholders' Meeting in 2001, and one of whom shall hold office for the next
two years, his term expiring at the Annual Shareholders' Meeting in 2000, or
until their successors are duly elected and qualified. It is the intention of
the persons named on the enclosed form of proxy to vote such proxy FOR the
election of the six persons named herein unless authority to vote is withheld
for all or any of the nominees. Proxies will not be voted for a greater number
of persons than the number of nominees named. Each nominee has been recommended
for election by the Board of Directors.
INFORMATION CONCERNING NOMINEES
NAME, AGE, PRINCIPAL OCCUPATION FOR LAST FIVE SERVED AS A
YEARS AND DIRECTORSHIPS IN PUBLIC CORPORATIONS DIRECTOR SINCE
---------------------------------------------- --------------
- ------------------- P. C. BROWNING (56). Mr. Browning is President and Chief 1995
- ------------------- Operating Officer of the Company, a position held since
- ------------------- 1996. He was Executive Vice President of the Company from
- ------------------- 1993 to 1996. He served as President, Chairman and Chief
- ------------------- Executive Officer of National Gypsum Company (manufacturer
- ------------------- and supplier of products and services used in building and
- ------------------- construction), Charlotte, North Carolina, from 1990 to
- ------------------- 1993 and as President -- Gold Bond Division, National
Gypsum Company, from 1989 to 1990. Prior to 1989 he spent
twenty-four years with Continental Can Company, serving as
President of Continental's Bondware and White Cap
Divisions and later as the company's Executive Vice
President. Mr. Browning is a director of Phoenix Home Life
Mutual Insurance Company, Wachovia Corporation and Pelican
Companies, Inc.
- ------------------- *F. L. H. COKER (62). Mr. Coker is retired. He was 1964
- ------------------- President and Director of Sea Corporation of Myrtle Beach,
- ------------------- Inc. (private investments), Myrtle Beach, South Carolina,
- ------------------- from 1983 to 1989. Until his retirement from the Company
- ------------------- in 1979, Mr. Coker was Senior Vice President, a position
- ------------------- held since 1976.
- -------------------
- ---------------
* C. W. Coker and F. L. H. Coker are brothers and are first cousins of J. L. Coker and of P. C.
Coggeshall, Jr., an executive officer of the Company.
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NAME, AGE, PRINCIPAL OCCUPATION FOR LAST FIVE SERVED AS A
YEARS AND DIRECTORSHIPS IN PUBLIC CORPORATIONS DIRECTOR SINCE
---------------------------------------------- --------------
- ------------------- T. C. COXE III (67). Mr. Coxe is retired. He was Senior 1982
- ------------------- Executive Vice President of the Company from 1993 to 1996
- ------------------- and was Executive Vice President from 1985 to 1993. Mr.
- ------------------- Coxe is a director emeritus of Wachovia Bank, N.A.
- -------------------
- -------------------
- ------------------- H. E. DELOACH, JR. (53). Mr. DeLoach is Executive Vice
- ------------------- President of the Company, a position held since 1996. He
- ------------------- served as Group Vice President from 1993 to 1996, Vice
- ------------------- President -- Film, Plastics and Special Products from
- ------------------- February 1993 to October 1993, Vice President -- High
- ------------------- Density Film Products Division from 1990 to 1993, and Vice
- ------------------- President -- Administration and General Counsel from 1986
- ------------------- to 1990.
- ------------------- B. L. M. KASRIEL (51). Mr. Kasriel is Vice Chairman and 1995
- ------------------- Chief Operating Officer of Lafarge (construction materials
- ------------------- group), Paris, France, a position held since 1995. He
- ------------------- served as Managing Director of Lafarge Coppee from 1989 to
- ------------------- 1994 and as Senior Executive Vice President from 1987 to
- ------------------- 1989. Mr. Kasriel temporarily was detached to National
- ------------------- Gypsum Company, Charlotte, North Carolina, as President
- ------------------- and Chief Operating Officer from 1987 to 1989. He served
as Executive Vice President of Lafarge Coppee from 1982 to
1987. Mr. Kasriel is a director of Lafarge and Lafarge
Corporation.
- ------------------- E. H. LAWTON, JR. (68). Mr. Lawton is President and 1968
- ------------------- Director of Hartsville Oil Mill (vegetable oils
- ------------------- processor), Darlington, South Carolina, a position held
- ------------------- since 1962.
- -------------------
- -------------------
All nominees previously have been elected to the Board of Directors by the
Common Shareholders except Mr. H. E. DeLoach, Jr.
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Mr. E. C. Wall, Jr., whose term as a director would have expired and who
would have been a nominee at this Annual Meeting, died unexpectedly on March 5,
1997. Mr. DeLoach has been nominated to fill the vacancy created by the death of
Mr. Wall.
Mr. DeLoach has been nominated for election by the shareholders at this
Annual Meeting, to serve a two-year term which will expire at the Annual
Shareholders' Meeting in 2000. His proposed term is for two years to cause the
distribution of directors among the three classes to be as nearly equal as
possible in future years as required by South Carolina corporate law and the
Company's By-Laws. The Nominating Committee of the Board of Directors recommends
Mr. DeLoach and the other five nominees for election by the shareholders.
The Nominating Committee recommends to the Board of Directors nominees to
fill vacancies on the Board as they occur and recommends candidates for election
as directors at Annual Meetings of Shareholders. The committee will consider
persons recommended to be nominees by shareholders upon submission in writing to
the Nominating Committee of the Company of the names of such persons, together
with their qualifications for service and evidence of their willingness to
serve. The Company's Restated Articles of Incorporation require that nominations
for any person who is not then a director of the Company, whether made by the
Nominating Committee or any shareholder, be submitted to the Secretary not less
than sixty days prior to the Annual Meeting for which such nominations are made.
Members of the Board of Directors whose terms of office will continue until
the Annual Shareholders' Meeting in 1999 are:
NAME, AGE, PRINCIPAL OCCUPATION FOR LAST FIVE SERVED AS A
YEARS AND DIRECTORSHIPS IN PUBLIC CORPORATIONS DIRECTOR SINCE
---------------------------------------------- --------------
- ------------------- C. J. BRADSHAW (61). Mr. Bradshaw is President and 1986
- ------------------- Director of Bradshaw Investments, Inc. (private
- ------------------- investments), Georgetown, South Carolina, a position held
- ------------------- since 1986. He served as President and Chief Operating
- ------------------- Officer of Transworld Corporation, New York, New York,
- ------------------- from 1984 to 1986 and Chairman of the Board and Chief
- ------------------- Executive Officer of Spartan Food Systems, Inc.,
- ------------------- Spartanburg, South Carolina, from 1961 to 1986. Mr.
Bradshaw is a director of Wachovia Bank, N.A.
- ------------------- R. J. BROWN (63). Mr. Brown is Founder, Chairman and Chief 1993
- ------------------- Executive Officer of B&C Associates, Inc. (management
- ------------------- consulting, marketing research and public relations firm),
- ------------------- High Point, North Carolina, a position held since 1973. He
- ------------------- is a director of First Union Corporation, Duke Energy
- ------------------- Corporation and Republic Industries, Inc.
- -------------------
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NAME, AGE, PRINCIPAL OCCUPATION FOR LAST FIVE SERVED AS A
YEARS AND DIRECTORSHIPS IN PUBLIC CORPORATIONS DIRECTOR SINCE
---------------------------------------------- --------------
- ------------------- *J. L. COKER (57). Mr. Coker is President of JLC 1969
- ------------------- Enterprises (private investments), Stonington,
- ------------------- Connecticut, a position held since 1979. He was Secretary
- ------------------- of the Company from 1969 to 1995 and was President of
- ------------------- Sonoco Limited, Canada, from 1972 to 1979.
- -------------------
- -------------------
- ------------------- PAUL FULTON (63). Mr. Fulton is Chief Executive Officer, a 1989
- ------------------- position held since 1997, and Director of Bassett
- ------------------- Furniture Industries, Inc., Bassett, Virginia. He served
- ------------------- as Dean of The Kenan-Flagler Business School, The
- ------------------- University of North Carolina, Chapel Hill, North Carolina,
- ------------------- from 1994 until 1997. He was President of Sara Lee
- ------------------- Corporation (manufacturer and marketer of consumer
- ------------------- products), Chicago, Illinois, from 1988 through 1993. He
served as Executive Vice President from 1987 to 1988 and
as Senior Vice President of Sara Lee Corporation and
President of the Hanes Group of Sara Lee Corporation from
1981 to 1986. Mr. Fulton is a director of NationsBank
Corporation, Cato Corporation, Hudson Bay Corporation, and
Lowes Companies, Inc.
- ------------------- H. L. MCCOLL, JR. (62). Mr. McColl is Chief Executive 1972
- ------------------- Officer and Director of NationsBank Corporation,
- ------------------- Charlotte, North Carolina, and Chief Executive Officer of
- ------------------- each of its subsidiary banks. He has served as Chief
- ------------------- Executive Officer of NationsBank Corporation since 1983.
- ------------------- Mr. McColl is a director of CSX Corporation, Ruddick
- ------------------- Corporation, Jefferson-Pilot Corporation, and
- ------------------- Jefferson-Pilot Life Insurance Company.
- ---------------
* C. W. Coker and F. L. H. Coker are brothers and are first cousins of J. L.
Coker and of P. C. Coggeshall, Jr., an executive officer of the Company.
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Members of the Board of Directors whose terms of office will continue until
the Annual Shareholders' Meeting in 2000 are:
NAME, AGE, PRINCIPAL OCCUPATION FOR LAST FIVE SERVED AS A
YEARS AND DIRECTORSHIPS IN PUBLIC CORPORATIONS DIRECTOR SINCE
---------------------------------------------- --------------
- ------------------- *C. W. COKER (64). Mr. Coker is Chairman and Chief 1962
- ------------------- Executive Officer of the Company. He was President of the
- ------------------- Company from 1970 to 1990 and was reappointed President in
- ------------------- 1994, serving until 1996, while maintaining the title and
- ------------------- responsibility of Chairman and Chief Executive Officer.
- ------------------- Mr. Coker is a director of NationsBank Corporation,
- ------------------- Springs Industries, Inc., Sara Lee Corporation, and
- ------------------- Carolina Power and Light Company.
- ------------------- A. T. DICKSON (66). Mr. Dickson is Chairman and Director 1981
- ------------------- of Ruddick Corporation (diversified holding company),
- ------------------- Charlotte, North Carolina, a position held since 1994. He
- ------------------- served as President of Ruddick Corporation from 1968 to
- ------------------- 1994. Mr. Dickson is a director of Lance, Inc.,
- ------------------- NationsBank Corporation and Bassett Furniture Industries,
- ------------------- Inc.
- -------------------
- ------------------- R. E. ELBERSON (69). Mr. Elberson is a retired executive 1985
- ------------------- officer and director of Sara Lee Corporation (manufacturer
- ------------------- and marketer of consumer products), Chicago, Illinois. He
- ------------------- served as Vice Chairman of Sara Lee Corporation from 1986
- ------------------- to 1989 and as President and Chief Operating Officer from
- ------------------- 1983 to 1986. Mr. Elberson is a director of W. W.
- ------------------- Grainger, Inc.
- -------------------
- ---------------
* C. W. Coker and F. L. H. Coker are brothers and are first cousins of J. L. Coker and of P. C.
Coggeshall, Jr., an executive officer of the Company.
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NAME, AGE, PRINCIPAL OCCUPATION FOR LAST FIVE SERVED AS A
YEARS AND DIRECTORSHIPS IN PUBLIC CORPORATIONS DIRECTOR SINCE
---------------------------------------------- --------------
- ------------------- J. C. FORT (71). Mr. Fort is retired. He was Senior Vice 1969
- ------------------- President of the Company from 1986 to 1987 and Senior Vice
- ------------------- President -- International Group from 1983 to 1986.
- -------------------
- -------------------
- -------------------
- ------------------- DONA DAVIS YOUNG (44). Mrs. Young is Executive Vice 1995
- ------------------- President -- Individual Insurance, General Counsel and
- ------------------- Secretary of the Board of Directors of Phoenix Home Life
- ------------------- Mutual Insurance Company, Hartford, Connecticut, positions
- ------------------- held since 1995. She served as Executive Vice
- ------------------- President -- Individual Sales and Marketing and General
- ------------------- Counsel from 1994 to 1995, Senior Vice President and
- ------------------- General Counsel from 1989 to 1994, Vice President and
Assistant General Counsel from 1987 to 1989, and Second
Vice President and Insurance Counsel from 1985 to 1987.
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BOARD COMMITTEES
During 1997 the Board of Directors held four regularly scheduled meetings
and two special meetings to review significant developments affecting the
Company and to act on matters requiring Board approval. To assist it in the
discharge of its responsibilities, the Board has established six committees:
COMMITTEE CURRENT NUMBER OF
NAME PURPOSE MEMBERS 1997 MEETINGS
- ----------------- --------------------------------------- -------------------- -------------
Audit Committee Responsible for the scope of both B. L. M. Kasriel -- 3
internal and external audit programs Chairperson
in order to fully protect assets of C. J. Bradshaw
protect assets of the Company. R. J. Brown
J. C. Fort
Paul Fulton
D. D. Young
Executive Responsible for establishing and A. T. Dickson -- 5
Compensation maintaining officer-level salaries Chairperson
Committee and administering executive C. J. Bradshaw
compensation plans. R. E. Elberson
Paul Fulton
B. L. M. Kasriel
E. H. Lawton, Jr.
D. D. Young
Nominating Responsible for recommending to the F. L. H. Coker -- 2
Committee directors qualified candidates to fill Chairperson
vacancies on the Board. J. L. Coker
R. E. Elberson
J. C. Fort
E. H. Lawton, Jr.
H. L. McColl, Jr.
Finance Committee Responsible for evaluating the H. L. McColl, Jr. -- 2
Company's financial status, R. J. Brown
advising corporate Chairperson F. L. H. Coker
management and the full Board on J. L. Coker
financial matters and reviewing T. C. Coxe III
the Company's long-term A. T. Dickson
financial requirements and plans.
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COMMITTEE CURRENT NUMBER OF
NAME PURPOSE MEMBERS 1997 MEETINGS
- ----------------- --------------------------------------- -------------------- -------------
Executive Empowered to exercise all of the P. C. Browning 3
Committee authority of the Board of Directors C. W. Coker
between regularly scheduled meetings, A. T. Dickson
except as limited by South Carolina E. H. Lawton, Jr.
law. H. L. McColl, Jr.
Employee/Public Responsible for reviewing and D. D. Young -- 1
Responsibility evaluating the Company's effectiveness R. J. Brown
Committee in dealing Chairperson with issues J. L. Coker
such as diversity, safety, morale, T. C. Coxe III
charitable contributions, and legal R. E. Elberson
matters. E. H. Lawton, Jr.
During 1997 all directors attended 75% or more of the aggregate number of
meetings of the Board and committees.
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SECURITY OWNERSHIP OF MANAGEMENT AS OF DECEMBER 31, 1997
COMMON STOCK
BENEFICIALLY OWNED
-------------------------
NAME POSITION NUMBER(1) PERCENTAGE(2)
- ------------------------ ----------------------------------------------- --------- -------------
C. J. Bradshaw Director 27,924
R. J. Brown Director 6,636
F. L. H. Coker Director 1,198,969 1.25
J. L. Coker Director 268,274
T. C. Coxe III Director 354,046
A. T. Dickson Director 68,180
R. E. Elberson Director 35,980
J. C. Fort Director 1,141,420 1.19
Paul Fulton Director 14,021(3)
B. L. M. Kasriel Director 4,105
E. H. Lawton, Jr. Director 716,750(4)
H. L. McColl, Jr. Director 25,616(5)
D. D. Young Director 7,400
C. W. Coker Chairman, Chief Executive Officer and Director 1,593,962 1.65
P. C. Browning President, Chief Operating Officer and Director 324,816
H. E. DeLoach, Jr. Executive Vice President 375,688(6)
H. J. Moran Executive Vice President 230,889
F. T. Hill, Jr. Vice President and Chief Financial Officer 178,352
All Executive Officers and Directors (29 persons) 7,515,730(7) 7.67
- ---------------
(1) Shareholdings represent the number of shares beneficially owned, directly
or indirectly, by each director and named executive officer as of December
31, 1997. The number includes shares subject to currently exercisable
options, granted by the Company under the 1983 Key Employee Stock Option
Plan (the "1983 Plan"), the 1991 Key Employee Stock Plan (the "1991 Plan")
and the 1996 Non-Employee Directors' Stock Plan (the "1996 Plan"), for the
following directors and named executive officers: C. W. Coker -- 578,035;
P. C. Browning -- 323,965; H. E. DeLoach, Jr. -- 89,230; H. J. Moran --
178,900; F. T. Hill, Jr. -- 131,035; T. C. Coxe III -- 77,755; and each
other listed director -- 4,000 shares each, except R. J. Brown -- 4,637
shares and J. C. Fort -- 5,593 shares. Shareholdings do not include
Restricted Stock Rights, one-third of which vested in 1997 but were
deferred until retirement, granted under the 1991 Plan for the following
named executive officers: C. W. Coker -- 30,211; P. C. Browning -- 22,658;
H. E. DeLoach, Jr. -- 15,105; H. J. Moran -- 15,105; and F. T. Hill, Jr.
-- 3,776. Shareholdings also do not include the remaining two-thirds
Restricted Stock Rights at year-end of 60,422, 45,316, 30,211, 30,211, and
7,553, respectively.
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Also included are shares held, directly or indirectly, in the Sonoco
Savings and the Dividend Reinvestment Plans but not share equivalents held
in the Deferred Compensation and Restoration Plan as follows:
DEFERRED COMPENSATION
DIVIDEND AND RESTORATION PLAN
SONOCO SAVINGS PLAN REINVESTMENT PLAN (SHARE EQUIVALENTS)
- ----------------------------- -------------------------- ---------------------------
T. C. Coxe III....... 1,434 F. L. H. Coker..... 304 C. J. Bradshaw..... 3,423
C. W. Coker.......... 3,233 J. L. Coker........ 1,931 R. J. Brown........ 1,579
P. C. Browning....... 536 All Officers and A. T. Dickson...... 1,584
H. E. DeLoach, Jr.... 2,421 Directors........ 2,373 J. C. Fort......... 6,671
H. J. Moran.......... 2,145 E. H. Lawton, Jr... 5,375
F. T. Hill, Jr. ..... 2,544 H. L. McColl, Jr... 7,244
All Officers and D. D. Young........ 3,100
Directors.......... 37,872 C. W. Coker........ 7,102
P. C. Browning..... 2,156
H. E. DeLoach, Jr.. 3,118
H. J. Moran........ 2,452
F. T. Hill, Jr.... 1,291
All Officers and
Directors....... 51,306
Shareholdings do not include the awards listed in the Long-Term Incentive
Plans -- Awards in Last Fiscal Year table shown on Page 19.
(2) Percentages not shown are less than 1%.
(3) Includes 461 shares of Common Stock owned by Mrs. Fulton. Mr. Fulton
disclaims beneficial ownership of these shares.
(4) Includes 611,327 shares of Common Stock owned by trusts for which Mr. Lawton
is trustee. Mr. Lawton has no pecuniary interest in these trusts and
disclaims beneficial ownership of these shares.
(5) Includes 10,802 shares of Common Stock owned by Mrs. McColl. Mr. McColl
disclaims beneficial ownership of these shares.
(6) Includes 252,197 shares of Common Stock owned by trusts for which Mr.
DeLoach is trustee. Mr. DeLoach has no pecuniary interest in these trusts
and disclaims beneficial ownership of these shares.
(7) Includes 2,176,651 shares of Common Stock which the executive officers and
the non-employee directors have a right to acquire pursuant to options
granted by the Company under the 1983, the 1991 and the 1996 Plans.
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EXECUTIVE COMPENSATION COMMITTEE'S REPORT TO SHAREHOLDERS
The Executive Compensation Committee of the Board of Directors (the
"Committee") is responsible for setting the remuneration levels for executives
of the Company. It also oversees the Company's various executive compensation
plans, as well as the overall management compensation program. Additionally, the
Committee reviews and plans for top management succession and reviews executive
job performance. The Committee periodically evaluates the Company's executive
compensation program in terms of appropriateness, including competitive
positioning relative to other companies' practices. The Committee obtains
independent and impartial advice from external compensation consulting firms in
order to maintain objectivity in executing its responsibilities. The Committee
met five times during 1997 and had met once in 1998 as of the printing of this
report.
PHILOSOPHY
The executive compensation program has been designed to attract, motivate,
reward, and retain senior management by providing competitive total compensation
opportunities based on performance, teamwork and the creation of shareholder
value. The program currently consists of salary, annual cash bonus awards,
annual stock options, periodic contingent share awards, perquisites, and
employee benefits.
In order to determine competitive compensation levels, the Company
participates in a number of surveys conducted by independent consulting firms.
In these surveys executive compensation levels are developed by looking at large
numbers of similar positions across American industry and reflect adjustments
based on company revenues. The Dow Jones Containers & Packaging Group Index
("Index"), which includes the Company, was used in the five-year shareholder
return performance graph that appears on Page 17. The companies in this Index
also are included, as available, among the companies whose survey data is used
in the Company's compensation studies. From time to time the Company contracts
with independent consulting firms to perform customized compensation studies of
companies in its industry group and/or of companies having similar long-term
financial performance results.
The total compensation package for executives for 1997 was structured to be
competitive with the third quartile total pay practices for executives of other
large corporations if challenging annual financial targets and corresponding
longer-term increases in shareholder value were achieved. The base salary
midpoints were targeted to be at the median of surveyed market rates. Incentive
compensation, consisting of annual cash bonuses, annual stock options awards and
periodic contingent share awards, was targeted at above-median competitive
levels. These awards provided opportunities to motivate and reward executives
for exceptional performance. Executive perquisites were limited and provided a
lower benefit than the market median. The benefits program for executives
provided a benefit that was somewhat higher than the market median. This
benefits program, in particular the retirement and life insurance plans, was
designed to enhance retention of executives until normal retirement age.
The Committee has taken, and it intends to continue to take, steps
necessary to assure the federal tax deductibility of compensation realized by
senior executives. However, to the extent that such steps would not be practical
or would not be consistent with the Committee's compensation objectives, there
is the possibility that future compensation, in some circumstances, may not meet
tax deductibility requirements.
14
17
Following is a discussion of elements of the executive compensation
program, along with a description of the decisions and actions taken by the
Committee with regard to 1997 compensation. Also included is a specific
discussion of the decisions regarding Mr. Coker's compensation for performing
the duties of Chairman and Chief Executive Officer ("CEO"). The tables and
accompanying narrative and footnotes which follow this report reflect the
decisions covered by the discussions below.
SALARY
The Company's salary ranges and resulting salaries are based on a relative
valuing of the duties and responsibilities of each position. The Committee
reviews the base salaries of all senior executives on an annual basis.
Merit salary increases are based on consideration of each executive's
performance and position in his or her salary range. Promotional salary
increases are awarded to recognize increased responsibilities and
accountabilities. The Committee used these criteria to determine salary
adjustments for each of the executive officers, including Mr. Coker, whose most
recent increase was effective June 1, 1997.
ANNUAL BONUS AWARDS
The Company has a bonus plan which for 1997 provided for cash incentive
opportunities based upon achievement of pre-determined annual financial
performance goals, as well as attainment of key individual strategic and
operational objectives. The purpose of this plan is to link a significant
portion of executive pay to both the Company's operating performance for the
year and to critical issues affecting the long-term health of the Company.
Financial performance goals were weighted from 73% to 100% of total bonus
opportunity. For senior executives with corporate responsibility, the plan's
financial goals were based on corporate earnings per share from ongoing
operations. For executives with business unit responsibility, one half of the
bonus opportunity available for financial performance was based on corporate
earnings per share, and the remainder was based on business unit profit before
interest and taxes.
The key strategic and operational objectives for 1997, which were weighted
from 0% to 27% of total bonus opportunity, varied by individual and included
employee safety, Vision 2000 goals, customer satisfaction, business development,
strategic acquisitions, technology innovation, management succession and
employee development, process improvement, total quality management, and
environmental protection.
On February 3, 1998, the Committee reviewed and approved the 1997 annual
bonus awards for executive officers. Initial bonus amounts were assigned to each
executive officer (except Messrs. Coker, Browning, DeLoach, and Moran) based on
the scoring of financial goal attainment and subjective evaluations of how well
the personalized objectives were met. In some cases the Committee used
additional discretion based on its assessment of individual performance and
internal equity in the determination of final bonus amounts. Mr. Coker's bonus,
which reflects the Committee's assessment of his contribution and efforts in
1997, is shown under the "Bonus" caption in the Summary Compensation Table on
Page 18. In setting the amount the Committee considered, in addition to the
record level of earnings per share (excluding the one-time asset impairment
charge), his performance in leading the Company and his role in establishing
strategic initiatives
15
18
and implementing operational plans. The amount of Mr. Coker's bonus was less
than the maximum that could have been paid under the earnings per share schedule
adopted for him by the Committee in early 1997. Messrs. Browning, DeLoach and
Moran's bonus awards also were determined in the same manner as Mr. Coker's
bonus award.
STOCK OPTIONS
In 1997 Mr. Coker, the executive officers and other key management
employees were granted options to purchase shares of Common Stock by the
Committee under a plan which previously had been approved by the Company's
shareholders. The price of these options was set at the prevailing market price
on the date the options were awarded. Accordingly, these options will be
valuable to the recipients only if the market price of Company stock increases.
Stock option awards, annual cash bonus opportunities and periodic long-term
contingent share awards are the Company's performance-based compensation
elements. The level of the combined award opportunities for Mr. Coker reflects
third quartile competitive total annual incentive compensation opportunities for
similar CEO positions as reported by the independent consulting firms. Stock
option awards for Mr. Coker and the four other named officers are included in
the Summary Compensation Table on Page 18 under the caption "Number of
Securities Underlying Options Granted" and in the Option Grants in Last Fiscal
Year table on Page 20.
OTHER
On September 2, 1997, the Committee granted one-time awards of contingent
share units to twenty-five executives, including Mr. Coker and the four other
executive officers named in the Summary Compensation Table. These awards,
consisting of performance-based restricted shares of Common Stock, were granted
to provide corporate and business unit managers with an additional compensation
opportunity which can be realized only if targeted creation of shareholder value
also is achieved. The number of restricted shares granted was based on the
Committee's judgment as to the appropriate size of an award, given its intent,
and the individual's current salary level. Any shares disbursed as a part of
this program will be funded from shares allocated in the 1991 Key Employee Stock
Plan and, in order to minimize dilution, will consist entirely of
previously-issued shares that are acquired by the Company and retired or
canceled.
The award to Mr. Coker reflects the Committee's recognition of his
excellent contributions and outstanding leadership in the development of
strategic direction and succession plans for the Company. The awards to Mr.
Coker and the other participants also are intended to reward achievement of
above-average shareholder returns. As described in more detail on Page 19,
awards will vest depending on stock price performance during the last 24 months
of the four-year performance period. Except for death, disability or retirement
other than for cause, termination of a participant's employment prior to the end
of the performance period will result in forfeiture of an award.
A. T. Dickson (Chairman) C. J. Bradshaw R. E. Elberson
Paul Fulton B. L. M. Kasriel E. H. Lawton, Jr. D. D. Young
16
19
COMPARATIVE COMPANY PERFORMANCE
The following line graph compares cumulative total shareholder return for
the Company with the cumulative total return of the S&P 500 Stock Index and a
nationally recognized industry index, the Dow Jones Containers & Packaging Group
(which includes the Company), from December 31, 1992, through December 31, 1997.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG SONOCO PRODUCTS COMPANY, THE S&P 500 STOCK INDEX
AND THE DOW JONES CONTAINERS & PACKAGING GROUP**
DOW JONES
MEASUREMENT PERIOD S&P 500 STOCK CONTAINERS & SONOCO PRODUCTS
(FISCAL YEAR COVERED) INDEX PACKAGING GROUP COMPANY
1992 100 100 100
1993 110 96 94
1994 112 95 96
1995 153 103 124
1996 189 130 125
1997 252 150 172
ASSUMES $100 INVESTED ON DECEMBER 31, 1992, IN SONOCO PRODUCTS COMPANY COMMON
STOCK, THE S&P 500 STOCK INDEX AND THE DOW JONES CONTAINERS & PACKAGING GROUP.
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
** FISCAL YEAR ENDING DECEMBER 31
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20
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS(2)
------------
ANNUAL COMPENSATION NUMBER OF
--------------------------------------- SECURITIES
OTHER UNDERLYING
ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) GRANTED(3) COMPENSATION(4)
- --------------------------- ---- -------- ---------- --------------- ------------ ---------------
C. W. Coker 1997 $723,334 $ 870,000 $60,165 100,000 $220,353
Chairman and 1996 679,173 870,827 51,852 75,000 206,934
Chief Executive Officer 1995 634,169 1,000,000 44,693 79,275 184,878
P. C. Browning 1997 567,496 600,000 -0- 100,000 102,600
President and 1996 535,414 540,000 -0- 100,000 104,598
Chief Operating Officer 1995 466,791 600,000 -0- 40,215 72,792
H. E. DeLoach, Jr. 1997 373,666 400,000 15,799 30,000 43,921
Executive Vice President 1996 354,087 325,000 13,700 25,000 43,821
1995 309,585 340,415 11,885 23,835 44,762
H. J. Moran 1997 373,666 375,000 -0- 30,000 75,477
Executive Vice President 1996 353,837 325,000 -0- 25,000 73,156
1995 307,000 338,000 -0- 23,835 63,473
F. T. Hill, Jr. 1997 278,750 240,000 696 25,000 22,831
Vice President and 1996 259,999 210,000 630 15,000 21,789
Chief Financial Officer 1995 218,997 225,008 570 16,170 17,928
- ---------------
(1) None of the executive officers received perquisites or personal benefits
which totaled the lesser of $50,000 or 10% of their respective salary plus
bonus payments. Amounts in this column represent the above-market portion of
interest credits on previously-earned compensation for which payment has
been deferred.
(2) The number and dollar value of restricted stock rights held, including the
target contingent share units disclosed in the Long-Term Incentive
Plans -- Awards in Last Fiscal Year table on Page 19 and dividend
equivalents, based on the closing stock price on December 31, 1997, of
$34.6875 per share were: C. W. Coker -- 123,260 shares ($4,275,581); P. C.
Browning -- 95,587 shares ($3,315,674); H. E. DeLoach, Jr. -- 50,320 shares
($1,745,475); H. J. Moran -- 50,320 shares ($1,745,475); and F. T. Hill,
Jr. -- 22,634 shares ($785,117).
(3) Number of securities covered by 1995 grants adjusted to reflect the 5% stock
dividend paid June 9, 1995.
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21
(4) All other compensation for 1997 consisted of the following components:
COMPANY CONTRIBUTIONS AND
SPLIT-DOLLAR ACCRUALS TO DEFINED CONTRIBUTION
NAME LIFE INSURANCE RETIREMENT PLANS(2)
- ------------------ -------------- --------------------------------
C. W. Coker $172,527(1) $47,826
P. C. Browning 69,376 33,224
H. E. DeLoach, Jr. 22,961 20,960
H. J. Moran 54,516 20,961
F. T. Hill, Jr. 8,168 14,663
---------------
(1) Includes additional insurance purchased for Mr. Coker during 1992 in
exchange for cancellation of stock options that, at the time of the
transaction, had a market price gain of $497,875.
(2) Comprised of contributions to the Sonoco Savings Plan and accruals to
individual accounts in the Company's Omnibus Benefit Restoration Plan
in order to keep employees whole with respect to Company contribution
amounts that were limited by tax law.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
OTHER PERIOD NON-STOCK PRICE-BASED PLANS
NUMBER OF UNTIL MATURATION -------------------------------------
NAME SHARE UNITS OR PAYOUT THRESHOLD(#) TARGET(#) MAXIMUM(#)
- ------------------ ----------- ---------------- ------------ --------- ----------
C. W. Coker 125,000 9/2/97-9/1/01 31,250 62,500 125,000
P. C. Browning 100,000 9/2/97-9/1/01 25,000 50,000 100,000
H. E. DeLoach, Jr. 40,000 9/2/97-9/1/01 10,000 20,000 40,000
H. J. Moran 40,000 9/2/97-9/1/01 10,000 20,000 40,000
F. T. Hill, Jr. 20,000 9/2/97-9/1/01 5,000 10,000 20,000
Awards are made in the form of contingent Company share units. The vesting
of awards is tied to growth in share price over a four-year period as described
in the Compensation Committee's Report on Page 16. Threshold vesting is earned
if the share price is $47.375; target vesting is earned if the share price is
$51.875, and maximum vesting is earned if the share price is $56.625. None of
the stock units will vest if the minimum share price growth objective
(threshold) is not achieved. Dividend equivalents with respect to such shares
are automatically reinvested in additional stock units, subject to vesting
conditions described above.
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22
OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
AGGREGATED OPTION EXERCISES IN 1997 AND 1997 YEAR-END VALUES
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AS OF 12/31/97 AS OF 12/31/97(2)
ACQUIRED ON VALUE --------------------------- ---------------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE(3) UNEXERCISABLE(4)
- ------------------- ----------- ----------- ----------- ------------- -------------- ----------------
C. W. Coker -0- $ -0- 478,035 100,000 $6,604,633 $818,750
P. C. Browning 40,000 437,024 223,965 100,000 2,504,837 818,750
H. E. DeLoach, Jr. 23,835 299,284 59,230 30,000 573,065 245,625
H. J. Moran -0- -0- 148,900 30,000 2,126,955 245,625
F. T. Hill, Jr. -0- -0- 106,035 25,000 1,499,801 204,688
- ---------------
(1) The difference between the exercise price paid and the value of the acquired
shares based on the closing price of the Company's stock on the exercise
date.
(2) Based on $34.6875 per share, the December 31, 1997, closing price.
(3) Based on exercise prices ranging from $10.00 to $27.00 per share.
(4) Based on an exercise price of $26.50 per share.
OPTION GRANTS IN LAST FISCAL YEAR
1997 STOCK OPTION GRANTS
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR 10-YEAR OPTION TERM(2)
OPTIONS EMPLOYEES PRICE EXPIRATION -------------------------------
NAME GRANTED(1) IN 1997 (PER SHARE) DATE 5% ($43.1657) 10% ($68.7342)
- ------------------ ---------- ----------- ----------- ---------- -------------- --------------
C. W. Coker 100,000 8.6 $26.50 2/5/2007 $ 1,666,571 $ 4,223,418
P. C. Browning 100,000 8.6 26.50 2/5/2007 1,666,571 4,223,418
H. E. DeLoach, Jr. 30,000 2.6 26.50 2/5/2007 499,971 1,267,025
H. J. Moran 30,000 2.6 26.50 2/5/2007 499,971 1,267,025
F. T. Hill, Jr. 25,000 2.2 26.50 2/5/2007 416,643 1,055,855
Comparable gain in shareholder value for the 89,960,634 shares
outstanding as of February 5, 1997, the grant date. $1,499,256,938 $3,799,415,408
- ---------------
(1) These options were granted on February 5, 1997, at the closing market price,
became exercisable on February 5, 1998, and were granted for a period of
ten years, subject to earlier expiration in certain events related to
termination of employment. The exercise price can be paid by cash or by the
delivery of previously-owned shares. Tax obligations also can be paid by an
offset of the underlying shares.
(2) The amounts in these columns are the result of calculations based on the
assumption that the market price of the Common Stock will appreciate in
value from the date of grant to the end of the ten-year option term at the
rates of 5% and 10% per year. The 5% and 10% annual appreciation
assumptions are required by the Securities and Exchange Commission; they
are not intended to forecast possible future appreciation, if any, of the
Company's stock price.
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23
PENSION TABLE
Named executive officers participate in a non-contributory defined benefit
program which provides for a maximum annual lifetime retirement benefit equal to
60% of final average compensation, computed as a straight life annuity, based on
the highest three of the last seven calendar years. In order to receive the full
benefit the executive must have at least 15 years of service and retire no
earlier than age 65. Eligible spouses (married one year or longer at the
executive's retirement date) receive survivor benefits at a rate of 75% of the
benefit paid to the executives. The total benefit provided by the Company is
offset by 100% of primary U.S. Social Security.
AGE 65 RETIREMENT
YEARS OF SERVICE
FINAL ------------------------------
AVERAGE 15 OR
COMPENSATION(1) 5 10 MORE(2)
- --------------- -------- -------- --------
$ 300,000 $ 60,000 $120,000 $180,000
400,000 80,000 160,000 240,000
500,000 100,000 200,000 300,000
600,000 120,000 240,000 360,000
700,000 140,000 280,000 420,000
800,000 160,000 320,000 480,000
900,000 180,000 360,000 540,000
1,000,000 200,000 400,000 600,000
1,100,000 220,000 440,000 660,000
1,200,000 240,000 480,000 720,000
1,300,000 260,000 520,000 780,000
1,400,000 280,000 560,000 840,000
1,500,000 300,000 600,000 900,000
1,600,000 320,000 640,000 960,000
- ---------------
(1) Final average compensation includes salary and bonus. Age, years of service
and final average compensation as of December 31, 1997, for the named
officers are as follows:
YEARS OF FINAL AVERAGE
NAME AGE SERVICE COMPENSATION
- ------------------ --- -------- -------------
C. W. Coker 64 40 $1,532,971
P. C. Browning 56 4 1,023,316
H. E. DeLoach, Jr. 53 12 644,420
H. J. Moran 65 37 638,499
F. T. Hill, Jr. 45 18 446,619
(2) Years of service beyond fifteen do not provide for any additional benefit.
21
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DIRECTORS' COMPENSATION
Employee directors receive no additional compensation for their services as
members of the Board of Directors. Effective July 1, 1995, non-employee
directors were paid a $10,000 quarterly retainer fee, and a $1,000 attendance
fee for special meetings. On April 1, 1997, the quarterly retainer fee was
increased to $10,500.
On an annual basis directors are able to elect to defer part or all of
their retainer and special meeting fees. Directors can choose to have their
deferrals earn interest credits at a market rate or be treated as if invested in
equivalent units of Common Stock (which are credited with reinvested dividend
equivalents). Alternatively, directors can elect to receive, in lieu of part or
all of their compensation, stock options under the 1996 Non-Employee Directors'
Stock Plan (the "Directors' Plan"). For each one dollar of foregone
compensation, the director will receive an at-the-money option covering four
dollars of Common Stock. During 1997 three directors received the following
number of stock options for foregone compensation: R. J. Brown -- 2,392 shares;
J. C. Fort -- 5,839 shares; and B. L. M. Kasriel -- 2,758 shares.
Under the Directors' Plan, at the first regularly scheduled meeting of the
Board of Directors during a calendar year, each non-employee director, who is
then currently serving as such, is granted a stock option at 100% of the fair
market value covering 2,000 shares of Common Stock. Any person who subsequently
becomes a non-employee director also receives an at-the-money stock option with
the number of shares reduced 25% for each elapsed full quarter of the calendar
year during which such person has not served as a non-employee director. During
1997 each non-employee director received an option covering 2,000 shares.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. A. T. Dickson, C. J. Bradshaw, R. E. Elberson, Paul Fulton, B. L.
M. Kasriel, E. H. Lawton, Jr. and Mrs. D. D. Young served on the Company's
Executive Compensation Committee during the year ended December 31, 1997.
Mr. A. T. Dickson and Mr. Paul Fulton are directors of NationsBank
Corporation and Mr. C. J. Bradshaw is a director of Wachovia Bank, N.A. During
the third quarter of 1996 NationsBank, N.A. served as agent to provide a
five-year committed revolving line of credit for $450,000,000 to support the
Company's commercial paper program and general corporate purposes. NationsBank,
N.A.'s commitment to this facility is $43,000,000. Wachovia Bank, N.A.'s
commitment to this facility is $37,000,000. Committed lines of credit from both
banks have been in place since 1987 and have been renewed, amended, and
increased or decreased according to the Company's needs. NationsBank, N.A. and
Wachovia Bank, N.A. have extended other lines of credit to the Company as
support for letters of credit, overdrafts and other corporate needs. They also
provide treasury management services to the Company. The Company pays fees to
both banks for these services and for the availability of the lines of credit,
as well as interest on borrowed funds. Additionally, on February 17, 1998, the
Company privately purchased 1.2 million shares of its Common Stock from
NationsBanc Montgomery Securities in connection with the repurchase of the
Company's Common Stock authorized by the Board of Directors in October and
December 1997. All transactions were handled on a competitive basis. Management
is convinced that the rates and provisions were as favorable to the Company as
otherwise could have been obtained.
22
25
Mr. H. L. McColl, Jr., an executive officer of NationsBank Corporation, is
a member of the Company's Board but is not a member of the Company's Executive
Compensation Committee. Mr. C. W. Coker, Chairman and Chief Executive Officer of
the Company, is a member of NationsBank Corporation's Compensation Committee.
Mr. A. T. Dickson, an executive officer of Ruddick Corporation, is a member
of the Company's Compensation Committee. Mr. H. L. McColl, Jr., an executive
officer of NationsBank Corporation and a director of the Company, is a director
of Ruddick Corporation.
Mr. P. C. Browning, President and Chief Operating Officer of the Company,
serves as a director of Phoenix Home Life Mutual Insurance Company. Mrs. D. D.
Young, an executive officer of Phoenix Home Life Mutual Insurance Company,
serves on the Company's Executive Compensation Committee.
TRANSACTIONS WITH MANAGEMENT
Mr. H. L. McColl, Jr. is Chief Executive Officer and Director of
NationsBank Corporation. Messrs. C. W. Coker, A. T. Dickson and Paul Fulton are
directors of NationsBank Corporation, and Mr. E. C. Wall, Jr., who died on March
5, 1997, was a director of NationsBank Corporation. Mr. P. C. Browning is a
director of Wachovia Corporation. Mr. C. J. Bradshaw is a director of Wachovia
Bank, N.A. Mr. T. C. Coxe III is a director emeritus of Wachovia Bank, N.A. See
the "Compensation Committee Interlocks and Insider Participation" section above.
Mr. R. J. Brown is a director of First Union Corporation. First Union
National Bank of South Carolina provides a line of credit of $37,000,000 similar
to that of Wachovia Bank, N.A. and NationsBank, N.A. to support the Company's
commercial paper program and general corporate purposes. It also provides
trustee services. The Company pays fees to First Union National Bank of South
Carolina for the availability of the credit line and for the trustee services.
During 1997 the Company purchased lumber from a company of which Mr. E. C.
Wall, Jr., who was a director of the Company, was Chairman of the Board and more
than a 10% beneficial owner. Mr. T. C. Coxe III, a director and former executive
officer of the Company, also is a director of this company. The aggregate
purchase price of the lumber was approximately $926,000. During the year the
Company purchased pulpwood from another company of which Mr. Wall was Chairman
and more than a 10% beneficial owner. The aggregate purchase price of the
pulpwood was approximately $194,000.
The Company also purchased timber during the year from a trust of which Mr.
T. C. Coxe III, a director and former executive officer of the Company, is
trustee and more than a 10% beneficial owner. The aggregate purchase price of
the timber was approximately $425,000.
The Company purchased wooden pallets from a company of which Mr. J. C.
Fort, a director of the Company, is more than a 10% beneficial owner. The
aggregate purchase price of the pallets was approximately $586,000. The Company,
in turn, sold to the same company approximately $904,000 in hardwood timbers.
It is anticipated that the Company will continue to engage in similar
business transactions with the foregoing entities in 1998.
23
26
Management of the Company believes the prices and terms of the transactions
reported above were comparable to those the Company could have obtained from
unaffiliated third parties.
APPROVAL OF INDEPENDENT AUDITORS
Selection of the Company's independent auditors is to be approved by the
shareholders. The firm of Coopers & Lybrand L.L.P., Certified Public
Accountants, has audited the books and records of the Company for many years,
and the Audit Committee of the Board of Directors recommends continuing the
services of this firm. Representatives of Coopers & Lybrand L.L.P. will be
present and available to answer any questions that may arise at the Annual
Meeting and may make a statement if they so desire.
The Board of Directors recommends that you vote FOR the approval of the
selection of Coopers & Lybrand L.L.P. as independent auditors for the Company
for the current year.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
As required by Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors, its executive officers and certain individuals are required
to report periodically their ownership of the Company's Common Stock and any
changes in ownership to the Securities and Exchange Commission and the New York
Stock Exchange.
The Company failed to file on a timely basis one report on Form 4, due
February 10, 1997, for Mr. T. C. Coxe III, former executive officer and a
current director of the Company, covering an accrual for stock units and
subsequent dividend equivalent rights applicable to deferred compensation issued
pursuant to the Company's Deferred Compensation Plan for Officers. This accrual
was reported for Mr. Coxe on his Form 4 filed May 10, 1997.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
A shareholder proposal to be presented at the next Annual Meeting must be
received by the Secretary of the Company not later than November 13, 1998, in
order to be included in the Company's 1999 Proxy Statement and Proxy. To be
voted on at the Annual Meeting, all shareholder proposals must comply with the
requirements of the Company's By-Laws.
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27
OTHER MATTERS
As of the date of this statement management knows of no business which will
be presented for consideration at the meeting other than that stated in the
notice of the meeting. As to other business, if any, that may properly come
before the meeting, it is intended that proxies in the accompanying form will be
voted in respect thereof in accordance with the best judgment of the person or
persons voting the proxies.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE MARK, SIGN, DATE, AND
RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE. PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THE ACCOMPANYING PROXY.
Charles J. Hupfer
Secretary
March 13, 1998
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APPENDIX A
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
------------------
SONOCO
PRODUCTS COMPANY
------------------
1. Election of Directors:
Nominees-
Three-Year Terms:
P.C. Browning, F.L.H. Coker, T.C. Coxe III, B.L.M. Kasriel, E.H. Lawton, Jr.
Two-Year Term:
H.E. DeLoach, Jr.
[ ] For All Nominees [ ] Withhold On All Nominees [ ] For All Except
NOTE: If you do not wish your shares voted "FOR" a particular nominee,mark
the "FOR ALL EXCEPT" box and strike a line through that the name(s) of the
nominee(s). Your shares shall be voted for the remaining nominee(s).
2. Proposal to approve the selection of Coopers & Lybrand L.L.P., Certified
Public Accountants, as the independent auditors of the corporation.
[ ] For [ ] Against [ ] Abstain
3. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
DIRECTORS RECOMMEND VOTING FOR 1 AND 2
Please be sure to sign and date this Proxy. Date
---------------------
- ---------------------------------- -----------------------------------
Shareholder Sign Here Co-Owner Sign Here
Mark box at right if an address change or comment
has been noted on the reverse side of this card. [ ]
DETACH CARD DETACH CARD
MAKE YOUR VOTE COUNT!
Please mark this proxy card to indicate how your
shares should be voted. Please sign, detach, and
return the card in the enclosed postage paid envelope.
SONOCO PRODUCTS COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SONOCO PRODUCTS COMPANY
POST OFFICE BOX 160 - NORTH SECOND STREET -
HARTSVILLE, SOUTH CAROLINA 29551-0160
The undersigned hereby appoints Charles W. Coker, Chairman and Chief Executive
Officer, or F. Trent Hill, Jr., Vice President and Chief Financial Officer, as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of Sonoco Products Company held of record by the undersigned on February
27, 1998, at the Annual Meeting of Shareholders to be held on April 15, 1998, or
at any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
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PLEASE MARK, DATE, SIGN ON REVERSE AND
RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
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Please sign this proxy exactly as your name(s) appear(s) herein. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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