Tobacco Documents Online

a n I rel. 1950

NOTICE OF MEETING Flemthgton, N. J., March 1, ]951 ~'OTICE IS HEREBY GIVEN that the Annual Meeting of the Preferred and Common Stockholders of THE AMERICAN TOBACCO COMpANy will be held at No. 43 Park Avenue, Flemington, New Jersey, at one-thirty o'clock in the afternoon (Eastern Standard Time) on Wednesday, April 4, 1951, for tile fallowing purposes: (1) to elect Directors; (2) to consider and vote upon a proposal (designated Proposal A and set forth in the following proxy statement) to amend the By-Laws by repealing Article XlI as now in effect and substituting therefor a new Article XII, which proposal has been recommended hy the Board of Directors; (3) m consider and vote upon a proposal (designated Proposal B and set forth in the following proxy statement) to amend the Agreement and Act of Merger and Consolidation under which the Company was organized, as heretofore amended, which has been declared advisable by the Board of Directors; (4) to consider and vote upon a proposal (designated Proposal C and set forth in the following proxy statement) made hy three stockholders; (5) to consider and vote upon a proposal (designated Yro- posal D and set forth in the following proxy statement) made by a stockholder; and (6) to transact such other business as may properly come lssfore the meeting. The Preferred and Common Stock transfer books will not be clos~d, but holders of Preferred Stock and Common Stock to he entitIet] to vote must be holders of ~ecord at the close of business on March g, 195I. JOHN W. HANLON, Secretclrf SPECIAL NOTICE Holders of what was for~lerly Comraon Stock B who ~fill hold their Cotmnon Stock B certificates arc remiaded that, by amendment of the Charter o~ the Company on April 8, ] 9d~8, each share of Common Stock B outstanding was changed into one share ~i Common Stock, with the votLng rights of Common Stock, namely: One vote per share.

F PROXY STATEMENT The enclosed proxy is solicited by and on behalf of the Management and is revocable in writing. proxies in the form enclosed, properly executed by stockholders and duly returned to the Management a,d not revoked, will he voted and, if a choice ~e speeified with respect to matters to be acted upon, will he voted in accordance with such specifications. The outstanding number of each class of voting securities of the Company is: Preferred 526,997 shares; Common 5,378,425 shares. The Preferred Stock is:entitled to four votes per share. The Cornmon Stock is entitled to one vote per share. ELECTION OF DIRECTORS The Board o£ Directors consists of seventeen members who are elected to hold office tmtil the next Annttal Meeting or until their successors are dtdy elected and qualified. It is the intention 9f the Proxy Committee to vote at tiffs Annual Meeting for the nominees 1lamed below. These nominees, with the exception of Alfred F. Bowden, constitute the present Board and have served as directors of the Company f,r the periods commencing with the date~ set after their respective names. The Company is informed that these nominees were directly or indirectly the beneficial owners of outstanding securities of the Gompauy at the close of huslness on February 7, 1951, as set forth after their respective names. yea,- First prineilzaI O~eapatlon ¢.)rpheus D. Baxa]ys AIlred P. gowden Richard J. Boylan lhmglas W. Brasbear Thomas P. Conners lanle~ 11. Coon JL,hn A. Crowe l~bn S. Dowd Preston L. Fowler paul M. Hahn thrum R. I[anmer ~[tutmd A. Harvey fl~rry L I[ilyard A, L~Roy Jansen lances E. Li~scomb, 3"r. Witllam I[. Oo~bury la,nes F. Strickland Vice-Presldent, The Amerlea= Tobacco Company of the Orient, Inc. Assistant to the President, The American Tobacco Co,npany Vice-Presldent, The American Tobacco Cortlpany Vice-President. American Suppliers, Incorporated Director of Traflle, Tile American Tobacco Company Vice-President, The A~ne~iean Tobacco Comp~my Vice-Presldent, The American Tobacco Company Vice-Preaidenl, Araerical~ Snppllers, incorporated Vice.Preddent, The American Tobacco Compaay President. The American Tobacco Company Director of Research, The American Tobacco Compaay Vice-Preddent, The Amerluan Tobacco Company Treasurer, The American Tobacco Company Auditor, The American Tobacco Company Pre*idenb American Suppliers, Inaor- porated Assistant Chief of Manufacture, The Americas Tobacco Company Vice,President, A~neriean Suppliers, Incorpcrated [leeaed D~eemr Common P~hrred 1940 884 62 105 1929 1~720 200 £948 100 1946 145 I936 652 50 193I 500 I05 1946 300 194I 600 100 I931 2,086 1938 120 1932 500 40 1944 120 1948 265 1918 1,800 100 1930 ' 120 50 1946 320

Mr. Bowden has held the office of Asslstam to the President for the past 12 years, acting in that capacity for three successive Presidents of the Company, Messrs. Hi]], Ri~io and Hahn. His emphiy- meat in the Company covers a period of 30 years. In addition to his executive duties, he has responsibility for the Company'~ public relations and ~upolvision of the Company's B,itish sufisldiary, J. Wix & finns, Ltd. Although the Management does not contemplate file possihiBty, in the event any numlnee is not a eandldale or is annMe to serve as a dlreeter at the time of the election, it is intended that the pro~zlez .will be voted for any nominee who shall be desiffnated by the present Board of l)irectors to fill such .vacano~ Information regarding the remuneration of directors is hereinafter set forth meier the caption ~ ~Rem ii/lera[ion7~. Proposal A PROPOSED AIVd~NDMENT OF ARTICLE XII OF THE BY-LAWS The Management recommends to the stockholders an amendment of Article Xll of the lly-£aws reducing substantially the amount of compensation payabln under enrren~ rates of earnings. The proposed amendment is set forth as Proposal A on pages 5 and 6 of this proxy statement. The reduction proposed has already been effeeted ~ohintarily with respect to the 1950 compensation of the President and the five Vice-Presidents now ill office by action of the Board of Directors descr fired on page 4. ArLicle XII of tile By-Laws of the Company was adopted hy the stockholders on March 13, 1912, by a vote of 621,047 shares o£ stock in its favor to 35 shares opposed. On the reeommendatlon hf the Management, it was amended at the ]949 Annual Meeting of stockholders, the effect of the amend- ment being a substantial reduction in the rates of incentive eompensation payable under the By-Law. Article XI1, as no~" in effect, was adopted by the stockholders on April 6, 1949, by 5,I74~4~9 votes in its favor to 110,290 votes opposed. It provides as follows: Section 1. As soon as practicable after file end of the year 1949 and of cash year of the Company's operations thereafter, the Trea~rer of the Company shall ascertain the net profits, as hnrelnafter defined, earned by the Company during such year, and if such net profits exceed the sum of $15,500,000 file Treaso-rcr shall pay an amount equal ia the aggregate to five per cent. of such excess to the President and five Vice-Presldents of the Company in the following propor- tlons, to wit: One-fourth thereof, or ]l/~t per cent. of such amount~ to the President; one-fifth of the remainder thereof, or a~ per cent. of such amount, to each of the five Vice-Presidents as salary for the year, in addition to the fixed salary of each of said officers. Section 2. If any such office be vacant for a time amounting in the aggregate to one month in any year, so much of the amount provided by this restdution to be paid to the incumbent of such office as is proportionate to the time of such vacancy shall be returned into the general profit aeeount of the Company. If there shall he a shange during the year in the hlcumhent of any office, the amount hereinbefore provided to be paid shall be divided among file different incumbents of such office in the proportion of their respective periods of incumbency during the year, subject to the above provision in relation to vacancies. Section 3. For the purpose of this By-Law the net profits earned by the Cmnpany in any year shall consist cf file net earnings made by the Company in its business as a manufacturer and seller of tobacco and its products after deducting all expenses and losses, and such provisions as shall be determined by the Board of Directors of the Company for depreeiatiou and for all nut- standing trade obligations, to wbich profits shall be added, or from which profits shall be deducted, as the case may be, the Company's proportion (based on its stock holdings) of the net profits or losses for the year of its subsidiary companies engaged in the manufaetnre (directly or through the l- i i

Company or any other afl~ii~tted company) and sale of smoking tobacco, chewing tobacco, cigar- ettes, or little o~gars. Seetlcn d,. The declaration of tile Treasurer as to the amount of net profits for the year and the sum due anyone hereunder shall he binding and conclusive on all parties, and no one ela!ming hereunder shall have a right to qnestinn the said declaration, or to any examirmtion of the hooks or accounts of the Company, and nothing herein contained shah give any incumbent of any ofiqee any right to elalm to continue therein, or any other right except as herein specifically expressed. Section 5. This By-Law may he modified or repealed only hy the notion of the stockholders of the Company and not by the directors. The Board of Directors at its organization meeting on April 7, 1950, after the last Annual Meeting of stockholders, initiated a study of the operation of .M'ticIe XII of the By-Laws in relation to current conditions to determine ,ubether further revision or modification thereof should be recommended. At the same meeting the Board of Directors adopted resolutions under ~filch the President and the five Vies- Presidents now in office, by accepting election to their respective offices, consented tha! any proposed revision or modification of Article XII which would receive the favorable vote of a majority of the Board of Directors might by resolution of the Board of Directors be made applieable to their respective remuneration for the year 1950. There are two major changes under the recommended proposal: (1) the net profits upon which compensation is based are defined as the net income repotted by the independent public accountants who have audited the Company's books as fairly reflecting the consolidated results of the operations for such year of the Company and the subsidiaries included in the consolidated financial statements furnished to stockholders; and (2) the amount of incentive eompensatinn payable under cnrrent rates of earnings is reduced substantially. In addition, the distribution of the compensation between the President and the Vice.Presidents is readjusted to meet the President's recommendation that his percentage be rethmed from 25% to 20% and that of each of tile five Vice-Presidents he increased from 15% to 16%. In the opinion of Management, the amendment constituting Proposal A is designed to provide amounts of payments that should meet she approval of the most conservative and yet preserve the principle of incentive compensation that has been traditional in the Company. Accorthngly, a resolution was adopted by the Board of Directors on July 25, 1950 recommending to the stockholders that at the Annual Meethag the By-Laws be amended by repealing Article XII of the By-Laws as now in effect and substituting therefor the new Article XII fiereinbalow set forth, aB effective as of January 1, 1951. The Board of Direct9rs also adopted a resolution making the proposed revision of Artlele XII applicable to the respective remuneration for the year d950 of each o~eer entitlrd to compensation under Article XII of the By-Laws elected to such office during that pear. The persons who participate in Article XII remuneration are, as ststrd above, the President and the Vice-Presidents. The Article XII remuneration for the fiscal year 1950 of Paul M. Hahn who has served as President since April 7, 1950, as reduced pursuant to the resolutions of the Board of Directors hereinbefore referred to, was $125,876.34. If such reduction had not been made, his Article XII remuneration for 1950 wouid have been 8269,801.84. The Article XII remuneration for the fiscal year 1950 of Vtheent Riggin who had served as President to April 7, 1950, was no~ affected. The ~trticle XII remuneration for the fiseai year 1950 of Richard J. Boylan, James R. Coon, John A. Crowe and Preston L. Fowler, the four Viee-Presldents who were in office for the entire year, as reduced pursuant to she resolutions of the Board of Directors hereinbefore referred to, was $206,292.35 each. If suvh reduction had not been made the Article XII rennmeratlon of each of such four Vine-Presidents for 1950 would have been $180,914.31. The Article XII remuneration for the fiscal year 1950 of Edmund A. Harvey who was elected a Vice-President on April 7, 1950, as reduced pursuant to the resolutions of the Board of Directors 4

hereinbefore referred to, was $78,336.00. If 5u~h reduetinn bad not been triode, his Article XII remunera- tion for 1950 would have been $233~33L43. There was no bonus or profit-sharing plan, other than Article XII, in effect during the year 1950. The Company had in effect for about ten years prior to January 1, 1949 an informaI, voluntary, non- contributory plan to provide for employees who had become unfit for active duties, m~der which plan payments are still being made. The Company now has in effect the formal, non:cont~ibutory Retirement Plan for employees, adopted by vote of the stockholders at the 1949 Annual Meeting. The amounts pald or set aside for the benefit of (a) employees (or fornaer empIoyees) and (h) officers and directors (or former officers and directors) of the Company and its consolidated subsidiaries during the year 1950 under any bonus, profit-sharing, pension or retirement plan were as fonows: (a) Employees (other than directors or officers): Payme s o former employees of approximately $354,000 under the old informal plan referred to above and approximately $137,000 under the Retlrenlent Plan adopted in 1949. (b) Directors and officers: A. Payments to three former officers or directors (one of whom ,~as formerly an officer and director of the Company, and the other two, officers or directors of a subsidiary) of an aggrega[e of $14,000 under the old informal plan referred to above. B. The amounts of incentive compensation accrued during 1950 to the President and . Vice-Presidents are stated o= pages 9 and 10 of this proxy statement. SuCh incentive compensation was accrued under Article XII of the By-Laws, as reduced in the case of the present President and Vice-Presidents by the voluntary reduction in incentive compensation described on pages 4 and 10 of this proxy statement. The resolution authorizing sneh amendment will require for its adoption a majority of the votes cast thereon by Preferred and Common stockholders. The proposed resolution constituting Proposal A is as follows: RESOLVED, as recommended by resolution of the Board of Directors of The Ameriean Tobacco Company, that the By-Laws of the Company be and they hereby are anaended by the repeal of Article XII of the By Jaws as now in effect m~d the substitution therefor of the foBowing new Article XU, eli effective as of January 1, 1951: ARTICLE XII Section 1. As soon as practicable after the end of the year 1951 and of each year thereafter, if the net profits earned hy the Company during such year, as hereina£ter defined, exceed the sum of $15,500,000, there shall be paid to the persons who have held the o~ecs of the President and of the five Vice-Presidents during such year an amount equal in the aggre- gate, exeep~ as provided in Section 2 hereof, to 5% of the first $6,000,000 of such excess, 4% of the next $2,700,000 thereof, 3% of the next $2,700,000 thereof, 2% of the next $2,700,00f) thereof, and 1% of the balance thereof, of which aggregate amount, except as provided in Section 2 hereof, 20% shall be paid to the person or persons who held the ottlee of the President and 16% she be pad to the person or persons who held the office of one of the five Vic~-Presidents, as saIary for such year in addition to tbe fixed salary of each of such persons. Seeiinn 2. If any such of~ce shall have been vacant at any time during the year, the amount provided by Section I to be paid to the incunthent or incumbents of such office for 5

suck year shall be reduced proportionately, and the aggregate amount otherwise payable to all snob officers for gush year shall be reduced accordingly. If any such o~qce shall have had more than one incumbent during the year, the amount payable in respect of s~ck office shall be divided among the different incumbents in the proportion of their respective periods of incumbency during the year. Section 3. For the purpose of this By-Law, the term '*net profits earned by the Com- pany" in any year is defined to mean the net income stated by file independent public accountants who have audited the Company's books as fairly redeeming the consolidated results of the operations for suck year of the Company and its subsidiaries theIuded in the consolidated tlnaneial statements set forth in the annual report for sush year of the Company to the stockholders. Section 4. At the time of rendering their report with respect to tile financial state- ments of the Company and its consolidated subsidiaries, such public aeeomatants shall also furnish to the Treasuxer of file Company their written certificate stating the amounts to be paid for such year to the President and each Vice-President pttrslTant to this By-Law, which certificate as to the anmtmts payable to anyone hereunder shall be binding and eon- elusive on all interested parties, and no one claiming hereunder shall have a rlgbt to question the same, or to .any examination of the hocks or accounts of the Company or subsidiaries. Nothing herein contained shall give any incumbent of any office any right to einlm to continue therein, or any other right except as herein specifically expressed. Section 5. This By;Law may be modified or repealed only by the action of the stockholders of the Company and not by the directors. The Maudgement recommends that you vote IN FAVOR OF Proposal A. Froposal B PROPOSED INCREASE IN AUTHORIZED CAPITAL STOCK AND AMENDMENT OF AGREEMENT AND ACT OF MERGER AND CONSOLIDATION The Board of Directors of the Company at a meeting held on January 30, 1951, adopted a resolu- tion deelarlng it to be advisable that the authorized Common Stock of the Company be increased from th9 presently authorized 6,000,000 sharo~ of Common Stock of the par value of $25 each to 10,000,00fi sberez of Common Stock of the par value o£ $25 each, and that to effect such change Article IV of the Agreement and Act of Merger and Consolidation, as heretofore amended, be amended so that after such amendment the total authorized capital of the Company pill be $3fi4,010,600, of which 540,106 shares will he Preferred Stock of the par value of $100 each mid 10,000,000 shares will be Common Stock of the par value of $25 each. The resolution adopted by the Board of Directors with respect ¼o such amendment to be voted on by the stockholders is set forth in Exhibit A hereto (see page 12). Such proposed increase in the authorized Commoh Stock is considered advisabin by the Board of Directors in order to make additional shares of Common Stock available for prompt issumlee should occasion arlse at some future time. The Board of Directors has no present plans for such issuance. Since Proposal B relates only to an increase in the authorized Common Stock of the Company, the Management is of the opinion ~aat financial statement~ would not disclose anything material to the exercise of prudent judgment as to this proposal. Financial statements 0f the Company are not, therefore, included in this proxy statement, However, the ammal report of the Company mailed to you with this proxy statement sets forth the financial eondition of the Company as of December S1, 1950. The Agreement and Act of Merger and Consolidation, as amended, does not deny or restrict such preemptive rights or other subscription rights as the holders of capital stock may have under the laws g t,

of New Jersey, the Company s ~ ate of ncorpora ~ot~. I tile up n on of corn sol, the holders of Preferred Stock of the Company have no preemptive rights with respect to shares of ha Common Stock. In order to authorize tTze propossd amendmer~b the afftrnzative vote of bwo-thirds of tire outstanding Preferred Stock, as well as the a~rmatlve vote of two-thirds o/the outstanding Common Stock is required. The proposed .resolution constituting Proposal B is as follows: RESOLVED, as declared advisable by ~esolution of the Board of Directors of The American Tobacco Company, that the authorized Common Stock of the Company be i~creased from the presently authorized Six Milllon (6,000,000) shares of Common Stock of the par value of $25 each to Ten Millibn (10,000,000} shares of Common Stock of the par value of $25 each, and that to effect such change, Article 1V of the Agreement and Act of Merger and Consolidatlon between The American Tobacco Company, Consolidated Tabaeca Company and Continental Tobacco Company, as heretofore amended, he amended to read as follows: Article lV~Tbe capital stock of the said merged corporation is $304,010,600. Five Hundred Forty Thousand One Hmldred and Six (540,106) shares shall he Preferred Stock of the par value of $100 cash. Ten l~[iIIion (1O,000=000) shares shall he Common Stock of the par value of $25 each. The rights of the holders of the said Preferred Stock and Common Stock, respectively, shall be as follows: The holders of the Preferred Stock shldI be entitled to four votes for each share of the par value of $100 held hy them, and the holders of the Common Stock shall be entltled to one vote for each share of the par value of $25 held by them. The holders of the Preferred Stock shah he entitled to receive out of the surplus or out of the net profits, and the merged corporation shah he bound to pay thereon as and when declared by the Board of Directors, a dlvideed at the rate of, but never exceeding, six per centum per annum, cmnulative from and after the first day of October, 190~, payable yearly, bzlf yearly, or quarterly, before any dividend shall be se~ apart or paid on the Cerumen Stock; provided, however, that when ali accrued dividends on the Preferred Stock have been paid, the Directors shall, if in their judgment the su "plus or the net profits, after deducting the amount of dividends to acer ~e on the Preferred Stock during the current year, shah be su~eient for such purpose, have.power in their discretion to declare and pay a dividend~ or dividends, on the common Stock. In case of liquidation, or dissolution, or distribution of assets of the said merged corporation, the holders of Preferred Stock thall be paid the par amount of their Preferred shares and the amount of dividends accumulated and unpaid hefore any amount shall be payable or paid to the holders of the Common Stock; the balance of the assfits of said merged uorporatlon shall he divided ratably among the holders of the Common Stock, share and share alike. r The Management recommends that you vote IN FA~ OR OF Proposal B. Proposal C The Company is thformed that Lewis D. GiIbert, whose address is 1165 Park Avenue, New York 28, New York, Jolm J. Gilbert, whose address is 1165 Park Avenue, New York 28, New York, and John Campbell Hen/'/ whose address is 65 East 76th Street Ne~: York 21, Now York, stockholders, intend to introduce at the forthcoming Annual Meeting the foil owing resolution (designated herein as Proposal C) : "l~Esonw~: That the stockholders hereby request the Board of Directors to take appropriate steps to submit to stockholders an amendment to the Certificate of Ibeorpgration providing for CUnlU- latlve voting, that is to say that at all elections of directors, the stockholders shall have the right of cumulagve voting, which means each shareholder shall he entitled to as many votes as shall equal the number of votes which he would be enftled to cast for the election of directors with respect to 7

his shares of stock multiplied by the number of dirce¢ors to be elected and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them as he may see fit." The proposers of this resolution have furnished the fidh~witN statement setting forth the reasons advanced by them in support of their proposal: "At present all directors of American Tobacco are ere. ployees----the public stockholders are completely unrepresented. Cumulative voting if adopted would enable public shareholders to get Board representation with greater ease. Such large corporations as Westingho~se and Swift (state law) Boeing and United Aircraft (voluntary action) hale both cumulative voting and outside directors which in no way binder successful operation of the corporations mentioned. Almost 300,000 votes were cast in its favor last year--if you agree with us, please mark your ballot FOR." Tile same proposers, Messrs. Gilbert, Gilbert and Henry, introduced substantially identical pro- posals at the 1949 and I950 Annual Meetings. Each of these proposals was overwhelmlngly rejected by the stockholdert. At the 1950 Annual Meeting, stockholders east 4,936,241 votes opposed to this proposal The long-continued reem'd of successful operation of the Cnmpany'~ business by directors giving their entire tlm0 and effort to the service of the Company and its subsidiaries indicates, in the opinlblt of the Management, that it would not be in the interest of the Company to initiate this amendment. The Manugemen~ recommends that you w~e OPPOSED TO Proposal C. Proposal D The Company is informed thai Jessie Adler, whose address is c/o Federation of Women Sharcholders in Ameraean Business, Inc., P. O. Box 190, Grand Central Station, 1~. Y. 17, N. Y., intends to introduce at the fbrthcoming Annual Meeting the followiug rgsoltttion (designated herein as Proposal D) : "RESOLVED: That the stockholders hereby request the Board of Directors to take appropriate steps to submit to stockhdiders an amendment to the Certificate of Incorporation or the Bydaws, as may be necessary, to enable the annual meetings of stockholders to be held at such place i~ the City of New York as the Board of Directors may from time to time designate." The proposer of this res~Iutlon has furni~ed ~e following statement setting forth the reasons advanced by her in support of her proposal: "It is nd longer required under Jersey law for corporations to confine annual meeliugs to New Jersey. Change of mcetiug place does not alter tax status. Othe~ New dersey ¢orporatlbn~American Can, National Biscuit, American Sugar, Intemaafional Harvester-- have taken their meetdig place~ out of the State for stoekl~alder convenience. Stockholder meetings in Flemington limit attendance by business men and women. Main o~ees, directors meetings, ape in New York City." The Company is required by New Jersey law to maintain its registered otfica within that State. Stock- holders' meetings are held br Fiemlbgton, N..L, where the Company's registered of~ce is located. The Company provides transportation from New York to Flemington and retmr~, and luncheon for stock- holders attending. The Management believes that Flemiugton has proved to be easily accessible to stockholders and that the meeting quarters ate pleasant and comfortable, However, in die absence of z~asons of Compar~y interest, it is the ~plblbn of the Managememt that the Iocatlbn of die meeting place is solely a matter of stockholders' convenience as indicated by their votes. The Management makes ale recommendation as to Proposal D. The Management is not now aware of any other matter intended to be presented for action at this lueeting,

/ REMU2'qERATION Remtmaratiorr o/Directors aT~d Officers. Tbere is set forth in the following tabulation file aggregate rerauneration, on an accrual basis, directly or indirectly paid or set aside by the Company and its suh- sidlaries to, or for the benefit of, the following persons for sexwlces in all capacities while acting as directors or of~eers of the Company during it~ last fiscal year: each person who was a director of the Company at any time during such fiscal year and whose aggregate remuneration, exclusive of pension, retirement and similar payments, exceeded $25,000; each person who was one of the three highest-paid ofl~ce~s of the Company durillg such fiscal year and whose aggregate remuneration, exclusive of pension, r~tirement and similar payments, exzeeded $25,O00;;and all persons, as a group, who were dlreetors or ofiqcers of the Company at any time during such fiscal year. Where the total remuneratloa shown in Columns (3) and (4) exceeds by more than ten per cent. the corresponding total remuneration for the preceding fiscal year, the excess is stated in Column (6); where the total remuneration shown in Columns (3) and (4) is less by more than ten per cent. than the corresponding total remuneration for the preceding fiseal year, the decrease is slated in Column (7). Estimated anna1 retirement be~lefits to the same individuals at normal retirement date under the Retirement Plan for employees adopted by the stockholders at the 1949 Annual Meeting are stated in Column (8). (1) Namoofindivldual ~rlden~tyofgroup Orpheus D. Baxaiys R~herdJ. BoyIan Douglas W. Brashear Thomas P. Connor~ James I% Coon(b) John A.~owe(b)(c) JohnS. Dowd Preston L. Fowler(b) Pa~M. Hahn(b)/d) (2) (4) Capaeltiez in which (3) Participation remuneration was received S~laries in proIits Vice-President and Man- $50,000 aging Director, The Amerlean To/~aeco Com- pany of the Orient, Inc. (a) Vice-president and Direr- 50,000 $106,292.35 tor of Purchases, The American Tohecco Com- pany Vice-President, American 40,000 Suppliers, Incorporated (a); General Manager of $temmeries Director of Tra~c, The 32,000 American T,,heceo Com- pany Vice Pre~iderlt arm Comp- 50,000 106,292.35 troger, The American Tobacco Company Vice.Presldent* The Amer- 50,000 106~292.35 lean Tobacco Cnmi2any Vice-president, American 50,000 Suppliers, Int~orporated &) Viee-Presldent and Chief 50,000 106,292.35 of Manufactttre, The AmericanTobae¢o Gnu- puny President and ¥iee-Presi- 101,333.34 I25,876.34 dent, The .Mnerican To- bacco Company; Presi- dent, American Cigar- cite and Cigar Company (a) Affdia/ed company engaged in purchase and handling of lea~ tohaeeo. go) Al~o of S~er of affiliated comoany or companies. (c) Elected a Vice-President Ma~h 22. 1949. (d/ EIeeted President of Th~ Am~rlcaJa ]obaeco Company ApriI 7, 1950. 9 (8) E~mated (5) annpal Applicable (fi) (7) retirement ~oltit~n o~ Exoe~s Decraase b~nefit group over /taJer at normal insurance pro~ou~ previous retirement ' pr~minm ~'ear year date $67.75 $16,298 67.73 g98,156.29 17,00{I 67.73 14,000 67.73 11,432 67.73 98,156.29 1~000 67.73 53,345.62 1~000 67.73 1~000 67.73 98,156.29 14,846 67.73 27,238.96 25,000