<PAGE>
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 Section 240.14a-11(c) or
Section 240.14a-12
DNAP HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(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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<PAGE>
DNAP HOLDING CORPORATION
6701 SAN PABLO AVENUE
OAKLAND, CALIFORNIA 94608
--------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 28, 1999
To the Stockholders of
DNAP HOLDING CORPORATION:
You are cordially invited to attend the annual meeting of the stockholders
of DNAP Holding Corporation, a Delaware corporation (the "Company") to be held
at 9:00 a.m., local time, on Wednesday, April 28, 1999, at The Westin Galleria
Dallas, 13340 Dallas Parkway, Dallas, Texas 75240 (the "Annual Meeting") for the
following purposes:
1. To elect the Board of Directors for the ensuing year;
2. To consider an amendment to the certificate of incorporation of the
Company to increase the number of authorized shares of common stock;
3. To consider an amendment to the certificate of incorporation of the
Company to change the Company's name to Bionova Holding Corporation;
and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 15, 1999 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
A record of the Company's activities during 1998 and the Company's audited
financial statements for the fiscal year ended December 31, 1998 are contained
in the accompanying Annual Report on Form 10-K for the year ended December 31,
1998. The Annual Report does not form any part of the material for solicitation
of proxies.
All stockholders are cordially invited to attend the meeting. STOCKHOLDERS
ARE URGED, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING, TO COMPLETE, DATE AND
SIGN THE ACCOMPANYING PROXY AND TO RETURN IT PROMPTLY IN THE POSTAGE-PAID RETURN
ENVELOPE PROVIDED. If a stockholder who has returned a proxy attends the
meeting in person, such stockholder may revoke the proxy and vote in person on
all matters submitted at the meeting.
By Order of the Board of Directors
JOE A. RUDBERG
SECRETARY
March 29, 1999
<PAGE>
DNAP HOLDING CORPORATION
6701 SAN PABLO AVENUE
OAKLAND, CALIFORNIA 94608
--------------------------------
PROXY STATEMENT
For Annual Meeting of Stockholders
To Be Held on April 28, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of DNAP Holding Corporation,
a Delaware corporation (the "Company"), for use at the annual meeting of
stockholders of the Company to be held on April 28, 1999 at 9:00 a.m., local
time, at The Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, Texas 75240,
and at any adjournment or postponement thereof.
Shares represented by a validly executed proxy will be voted at the meeting
in accordance with the directions given. If no direction is indicated, the
shares will be voted (i) for the election of the nominees for director named
under the caption "Nominees of Director" in this Proxy Statement, (ii) for
approval of the amendment to the certificate of incorporation of the Company to
increase the number of authorized shares of common stock, and (iii) for approval
of the amendment to the certificate of incorporation of the Company to change
the Company's name to Bionova Holding Corporation. Any stockholder of the
Company returning a proxy has the right to revoke the proxy at any time before
it is voted by communicating such revocation in writing to Bernardo Jimenez,
Chief Executive Officer, DNAP Holding Corporation, 6701 San Pablo Avenue,
Oakland, California 94608, or by executing and delivering a proxy bearing a
later date. No revocation by written notice or by delivery of another proxy
shall be effective until such notice of revocation or other proxy, as the case
may be, has been received by the Company at or prior to the meeting.
The approximate date on which this proxy statement and the accompanying
proxy were first sent to stockholders of the Company is March 29, 1999.
VOTING SECURITIES
Only holders of record of common stock of the Company, par value $.01 per
share (the "Common Stock"), at the close of business on March 15, 1999, the
record date for the meeting, are entitled to notice of and to vote at the
meeting. On the record date for the meeting, there were issued and outstanding
23,588,031 shares of Common Stock. A majority of the shares of Common Stock
entitled to vote, present in person or represented by proxy, is necessary to
constitute a quorum. Each share of Common Stock is entitled to one vote.
REQUIRED AFFIRMATIVE VOTE AND VOTING PROCEDURES
With respect to the election of directors, votes may be cast in favor of or
withheld from each nominee. The nominees who receive a plurality of the votes
cast by stockholders present or represented by proxy at the annual meeting and
entitled to vote on the election of directors will be elected as directors of
the Company. Consequently, any abstentions, broker non-votes or other limited
proxies will have no effect on the election of directors, provided a quorum is
present at the meeting.
Action with respect to each amendment to the certificate of incorporation
will require the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock. Action with respect to any other matter
that may properly come before the annual meeting will require the affirmative
vote of the holders of a majority of the
<PAGE>
shares of Common Stock represented at the meeting in person or by proxy and
entitled to vote on the matter. Abstentions will be counted in determining the
total number of shares present and entitled to vote on any such proposal.
Accordingly, although not counted as a vote "for" or "against" a proposal, an
abstention on any such proposal will have the same effect as a vote "against"
that proposal. Broker non-votes will not be counted in determining the number
of shares present and entitled to vote on any such proposal, and will have no
effect on the outcome.
The Company will appoint one inspector of election to act at the meeting
and to make a written report thereof. The inspector will ascertain the number
of shares outstanding and the voting power of each, determine the shares
represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, and perform certain other duties as required by law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of March 15, 1999 information with
respect to the only person who was known to the Company to be the beneficial
owner of more than five percent of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------- ------------------ --------
<S> <C> <C>
Bionova International, Inc. (1) 18,076,839 76.6%
6701 San Pablo Avenue
Oakland, California 94608
</TABLE>
- ----------------------
(1) Bionova International, Inc., a Delaware corporation, is a wholly-owned
subsidiary of Bionova, S.A. de C.V., a corporation organized under the laws of
the United Mexican States ("Bionova Mexico"). Bionova Mexico is a wholly-owned
subsidiary of Savia, S.A. de C.V. ("Savia"), a corporation organized under the
laws of the United Mexican States and formerly known as Empresas La Moderna,
S.A. de C.V.
ELECTION OF DIRECTORS
Nine directors, constituting the entire Board of Directors, are to be
elected at the meeting to serve until the next annual meeting of stockholders
and until their successors have been elected and qualified.
The Board of Directors has nominated Evelyn Berezin, Dr. Peter Davis,
Carlos Herrera, Bernardo Jimenez and Dr. Gerald Laubach (each of whom has served
as a director of the Company since 1996), and Eugenio Najera, Alejandro Perez,
and Dr. Christopher R. Somerville (each of whom has served as a director since
1998) to continue serving as directors of the Company. The Board of Directors
has also nominated Dr. Eli Shlifer to serve as a director of the Company. Dr.
Shlifer has not previously served as a director of the Company. Each of the
nominees has consented to serve as a director if elected. If any nominee should
become unavailable for election for any reason, the persons designated as
proxies will have full discretion to cast votes for another person designated by
the Board.
Certain background information regarding the current directors and the
nominees to serve as directors is set forth below.
EVELYN BEREZIN - Ms. Berezin has been a venture capital consultant since 1987
and was President of Greenhouse Management Corporation, the general partner of a
venture capital firm, from 1981 until 1987. Ms. Berezin is a director of
Standard Microsystems Corporation and served as a director of CIGNA Corp. until
1995.
2
<PAGE>
DR. PETER DAVIS - Dr. Davis is a member of the Executive Committee of Pulsar
Internacional, S.A. de C.V., an affiliate of Savia ("Pulsar"), and serves as
a director of Seminis, Inc. ("Seminis"), a company that develops, produces
and markets fruit and vegetable seeds. Dr. Davis was previously a professor
at the Wharton School, where he also served as Director of the Wharton
Applied Research Center and Director of Executive Education.
CARLOS HERRERA - Mr. Herrera is the Director of Business Development of Agromod,
S.A. de C.V. He served as the Chief Executive Officer of the Company from July
1996 through September 1997. Mr. Herrera has served as the Managing Director
(Chief Executive Officer) of Bionova Mexico since 1993. He is an alternate
director of Savia.
BERNARDO JIMENEZ - Mr. Jimenez became the Chief Executive Officer of the Company
in October 1997. He is also the Chief Operating Officer of the
agrobiotechnology division of Savia, and serves as a director of Seminis. From
1993 to 1996, he served as the head of the Industrial Banking Division at the
Vector Group, a financial services company in Mexico which is affiliated with
Savia ("Vector Group"), the Vice President of New Business Development for
Pulsar, and the Chief Financial Officer of Savia. From 1975 to 1993, he held
various positions in finance and management at Grupo Industrial Alfa, S.A. de
C.V.
ERIK C. JURGENSEN - Mr. Jurgensen has been the Director of Planning and
Corporate Development at Pulsar since 1994. He is also the President of the
DUXX Graduate School of Business Leadership. From 1992 to 1994, Mr. Jurgensen
was the Chief Executive Officer of Vector Group. He is a director of Compania
Minera Autlan, S.A. de C.V. and Industria Automatriz, S.A.
DR. GERALD D. LAUBACH - Dr. Laubach was the President of Pfizer, Inc., a
pharmaceutical company, from 1972 to 1991. He served as a director of CIGNA
Corp. and Millipore Corp. until 1996.
EUGENIO NAJERA - Mr. Najera has been in charge of new business development at
Savia since August 1997. Prior to that time, he was the Chief Executive Officer
of Cigarrera La Moderna, S.A. de C.V. He is a director of Savia and Seminis.
ALEJANDRO PEREZ - Mr. Perez has been the Vice President of Diversification of
Pulsar since 1991. He is a director of PageMart Wireless, Inc. as well as
several privately-held technology-based companies affiliated with Pulsar.
DR. ELI SHLIFER - Dr. Shlifer has been a director of Seminis since January
1997. Dr. Shlifer has been a member of the executive committee of Pulsar since
1989 and has served as an advisor to many of the Pulsar companies.
DR. CHRISTOPHER R. SOMERVILLE - Dr. Somerville is a member of the faculty in the
Department of Biological Sciences at Stanford University and the Director of the
Department of Plant Biology at the Carnegie Institution of Washington, a private
research institute located on the Stanford University campus. Prior to moving
to Stanford in 1994, Dr. Somerville held faculty positions at the University of
Alberta and Michigan State University. Dr. Somerville is a co-founder and
member of the Scientific Advisory Board of Mendel Biotechnologies, Inc., an
agriculturally-oriented biotechnology company founded in 1997.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors held five meetings in 1998. Each incumbent director
attended at least 75% of the meetings of the Board of Directors and the
committees of which he was a member, except for Christopher R. Somerville and
Alejandro Perez, both of whom attended one of the two meetings (or 50% of the
meetings) of the Board of Directors held during the period for which he served
as a director in 1998, and except for Dr. Gerald D. Laubach who attended one of
two audit committee meetings (or 50% of the audit committee meetings) held in
1998.
3
<PAGE>
COMMITTEES OF THE BOARD
The Board has an Audit Committee and a Compensation Committee. The Board
does not have a Nominating Committee. The current members and the primary
functions of the Audit and Compensation Committees are as follows:
AUDIT COMMITTEE - Dr. Gerald D. Laubach (Chairman), Evelyn Berezin and Erik
C. Jurgensen. The primary responsibilities of the Audit Committee are
(i) to recommend the particular persons or firms to be employed by the
Company as its independent auditors, (ii) to review with the Company's
independent auditors the scope of the audit procedures to be applied in
conducting the annual audit, the results of the annual audit and the
accompanying management letter, if any, (iii) to consult with the Company's
independent auditors (periodically, as appropriate, and out of the presence
of management) with regards to the adequacy of internal controls and
accounting practices and, if need be, to consult also with the Company's
internal auditors, and (iv) to carry out any other duties delegated to the
Audit Committee by the Board from time to time. The Audit Committee met
two times during 1998.
COMPENSATION COMMITTEE - Erik C. Jurgensen (Chairman), Evelyn Berezin and
Dr. Christopher Somerville. The primary responsibilities of the
Compensation Committee are (i) to administer the Company's stock option and
stock incentive plans, (ii) to recommend to the Board matters pertaining to
employment agreements, salaries and bonuses for the Company's executive
officers and contributions to any of the Company's or its subsidiaries'
401(k) Investment Plans, and (iii) to carry out any other duties delegated
to the Compensation Committee by the Board from time to time. The
Compensation Committee met two times during 1998.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company or any of its affiliates
receive an annual retainer of $6,000, a fee of $1,000 for each Board meeting
attended and a fee of $500 for each committee or telephone meeting in which the
director participates. The Company also reimburses directors for travel,
lodging and related expenses they incur in attending Board and committee
meetings.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table below sets forth as of December 31, 1998, the shares of Common
Stock beneficially owned by each director, each nominee to serve as a director,
each named executive officer listed in the Summary Compensation Table included
elsewhere in this Proxy Statement and by all directors and executive officers as
a group.
<TABLE>
<CAPTION>
POSITION
IN THE AMOUNT AND NATURE OF
COMPANY OR BENEFICIAL OWNERSHIP OF
OTHER OFFICES COMMON STOCK AS OF PERCENT OF
NAME AGE** HELD DECEMBER 31, 1998 CLASS
---- --- ------------- ----------------- -----
<S> <C> <C> <C> <C>
Bernardo Jimenez 45 Chief Executive Officer and 0 *
Director
Jorge Fenyvesi 48 Executive Vice President 0 *
Arthur H. Finnel 48 Executive Vice President, 0 *
Treasurer and Chief
Financial Officer
Dr. John R. Bedbrook 49 Executive Vice President 5,319 (1) *
Abelardo Sanchez 53 Executive Vice President 0 *
4
<PAGE>
POSITION
IN THE AMOUNT AND NATURE OF
COMPANY OR BENEFICIAL OWNERSHIP OF
OTHER OFFICES COMMON STOCK AS OF PERCENT OF
NAME AGE** HELD DECEMBER 31, 1998 CLASS
---- --- ------------- ----------------- -----
Evelyn Berezin 73 Director 9,126 (2)(3) *
Dr. Peter Davis 54 Director 0 *
Carlos Herrera 58 Director 0 *
Erik C. Jurgensen 57 Director 0 *
Dr. Gerald D. Laubach 73 Director 4,700 (2) *
Eugenio Najera 51 Director 0 *
Alejandro Perez 50 Director 0 *
Dr. Eli Shlifer 67 Director Nominee 0 *
Dr. Christopher R. Somerville 51 Director 0 *
All directors and executive 19,145 (4) *
officers of the Company as a
group (consisting of 12
persons)
</TABLE>
- -------------------------
* Represents less than 1% of Common Stock outstanding on December 31, 1998.
** As of March 15, 1999.
(1) Includes 121 shares and currently exercisable options to purchase an
additional 2,620 shares of Common Stock held by Dr. Bedbrook's wife, who is
an employee of DNAP, as to which shares Dr. Bedbrook disclaims beneficial
ownership.
(2) Includes currently exercisable options to purchase shares of Common Stock
as follows: Ms. Berezin - 3,500 shares; Dr. Laubach - 4,700 shares.
(3) Includes 5,626 shares of Common Stock owned jointly by Ms. Berezin and her
husband.
(4) Gives effect to the above footnotes.
Except as noted in the footnotes above, (i) none of such shares is known by
the Company to be shares with respect to which such person has the right to
acquire beneficial ownership, and (ii) the Company believes the beneficial
holders listed above have sole voting and investment power regarding the shares
shown as being beneficially owned by them.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to annual
and long-term compensation paid or awarded to the Company's current chief
executive officer and of the other four most highly-paid executive officers of
the Company (together, the "Named Executive Officers") for or with respect to
the fiscal years ended December 31, 1998, 1997, and 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION COMPENSATION AWARDS OTHER
--------------------------------------- ------------------------- ----------------
RESTRICTED SECURITIES
NAME AND BASE OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDS ($) OPTIONS (#) COMPENSATION ($)
- ------------------------------- ---- ---------- --------- --------------- ------------ ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bernardo Jimenez, . . . . . . . 1998 382,260 -- (5) 40,620(6) 0 0 0
Chief Executive Officer(1) 1997 51,000 0 0 0 0 0
Jorge Fenyvesi, . . . . . . . . 1998 280,000 -- (5) 188,009(7) 0 0 0
Executive Vice President(2) 1997 120,000 117,000 109,200(7) 0 0 0
Arthur H. Finnel, . . . . . . . 1998 295,640 -- (5) 11,293(6) 0 0 2,122(10)
Executive Vice President, 1997 271,813 75,814 0 0 0 2,050(10)
Treasurer and Chief 1996 270,000(4) 0 0 0 0 0
Financial Officer
Dr. John R. Bedbrook, . . . . . 1998 260,615 -- (5) 24,945(8) 4,800(10)
Executive Vice President 1997 209,100 88,125 0 0 0 4,750(10)
1996 188,711 20,837 0 0 0 4,270(10)
Abelardo Sanchez, . . . . . . . 1998 146,990 117,000 52,385(9) 0 0 0
Executive Vice President(3) 1997 114,000 70,688(9) 0 0 0
</TABLE>
(1) Mr. Jimenez became Chief Executive Officer of the Company as of October
1, 1997. Only the portion of his compensation related to his services
on behalf of the Company and its subsidiaries has been included here.
(2) Mr. Fenyvesi joined the Company in July, 1997.
(3) Mr. Sanchez joined the company in July, 1997. Mr. Sanchez left his
position on June 30, 1998. In connection with his departure from the
Company, Mr. Sanchez worked as a consultant to the Company from July
through December, 1998 and will also receive a termination payment.
This termination payment is still under negotiation. It is expected
that in total Mr. Sanchez's consulting fees and termination payment will
total $390,000.
(4) This amount includes compensation paid to Mr. Finnel in the form of fees
for consulting services. Mr. Finnel became a full-time employee of the
Company as of January 1, 1997.
(5) Bonuses earned for 1998 performance had not been determined nor awarded
as of the time of the issuance of this Proxy Statement.
(6) Represents certain vacation and other allowances paid on behalf of the
employees.
(7) Includes $89,327 and $35,640 in Federal and state income taxes paid on
behalf of Mr. Fenyvesi with respect to certain benefits he received in
1998 and 1997, respectively. Includes certain sign-on bonuses and
education allowances in 1997 amounting to $72,354.
(8) Includes auto allowances, vacation allowances, and Federal and state
income taxes paid on these benefits in the amounts of $9,124, $8,438 and
$7,384, respectively.
(9) Includes $23,974 and $25,492 in Federal and state income taxes paid on
behalf of Mr. Sanchez with respect to certain benefits he received in
1998 and 1997, respectively. Includes $15,906 for vacation allowances
received in 1998. Includes $45,196 for certain housing and moving
allowances received in 1997.
(10) Represents contributions made by DNAP to its 401(k) Retirement and
Savings Plan.
In connection with the retirement of Robert Serenbetz, former Chief
Operating Officer of the Company, effective January 3, 1998, the Company made
severance payments in 1998 to Mr. Serenbetz totaling $310,534. The Company also
provided certain medical, dental and life insurance benefits to Mr. Serenbetz
through January 3, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Erik C. Jurgensen, Evelyn
Berezin, and Dr. Christopher Somerville, all of whom are non-employee directors.
As mentioned above, Mr. Jurgensen is the Vice President of Planning and
Corporate Development at Pulsar. The Company's Chief Executive Officer,
Bernardo Jimenez, is a director of Pulsar.
6
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In accordance with the rules of the Securities and Exchange Commission (the
"Commission"), the following report of the Compensation Committee of the Board
of Directors and the information herein under "Performance Graph" shall not be
deemed to be "soliciting material" or to be "filed" with the Commission, and
such information shall not be deemed to be incorporated by reference into any
statements or reports filed by the Company with the Commission that do not
specifically incorporate such information by reference, notwithstanding the
incorporation by reference of this Proxy Statement into any such statements or
reports.
REPORT OF COMPENSATION COMMITTEE ON ANNUAL COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors of
the Company is responsible for (i) administering the Company's stock option and
stock incentive plans, (ii) recommending to the Board matters pertaining to
employment agreements, salaries and bonuses for the Company's executive officers
and contributions to any of the Company's or its subsidiaries' 401(k) Investment
Plans, and (iii) carrying out any other duties delegated to the Committee by the
Board from time to time. The goal of the Company's executive compensation
policy is to ensure that an appropriate relationship exists between executive
pay and performance against the Company's objectives and that the Company can
attract, motivate and retain key executives.
The Company's executive compensation philosophy is as follows: that (i)
executive compensation packages should be designed in a manner whereby the
Company can attract and retain high quality executive talent needed to ensure
the short-term and long-term success of both its fresh produce agricultural and
distribution business as well as its technology development and research
activities and businesses, (ii) significant incentives, both short-term and
long-term, should become an increasing portion of executive compensation and
awarded based on both company and individual performance, and (iii) an alignment
of interests between executives and shareholders will be created through
compensation structures that share the rewards and risks of strategic
decision-making and performance.
In January and March 1999, the Committee reviewed all of the compensation
arrangements of the current group of executive officers. The Committee
determined from this review, the specifics of which are clarified below, that
the current compensation of these individuals was somewhat higher than the
mid-point of the competitive set, but consistent with the Company's needs at
this point in its development to attract and retain individuals with the
capabilities to drive the Company forward in this very rapidly changing and
complex business environment.
The key components of executive compensation are discussed below.
BASE SALARY. The Company has determined that it will annually set base
salary targets for its executive officers at levels competitive with persons
holding comparable positions at other companies in the Company's comparison set.
In reviewing the base salaries for executive officers of the Company against
this objective, the Committee reviewed executive compensation surveys with
companies in its major fields of business, which included fresh produce and
biotechnology companies, and in its geographic area of operations. It also took
into account the decision-making responsibilities, experience, work performance
and the prior base salaries of its executives. The Committee determined from
this review that the current base salaries of its executives fall within the
acceptable range of its base salary targets.
ANNUAL INCENTIVE BONUS. The compensation policy of the Company is that a
significant part of the annual compensation of each executive will be related to
and contingent upon the overall performance of the Company, the performance of
the subsidiaries or divisions for which the executive is responsible, and
individual objectives established by the executive with the CEO at the beginning
of the year. These bonus targets range from 30% to 45% of base salary. The
Committee reviewed competitive data and determined that these bonuses were
slightly higher than the average for the market-competitive set, but were
reasonable and consistent with the philosophy of having a significant portion of
executive compensation contingent on performance.
7
<PAGE>
LONG-TERM INCENTIVES. In 1998 the Committee recommended, and
shareholders approved at the 1998 Annual Meeting of Stockholders, a plan
("1998 Long-Term Incentive Plan") that will provide equity-based incentive
awards designed to attract and retain executives who can make significant
contributions to the Company's success, reward executives for such
significant contributions, and give executives a longer-term incentive to
increase shareholder value. Pursuant to this plan, the Committee has the
authority to grant a variety of long-term incentive awards based on the
Common Stock of the Company, including stock options (both incentive options
and non-qualified options), stock appreciation rights, restricted stock,
dividend equivalents, and other types of incentive awards. Under the plan,
the Committee has full authority to determine the provisions associated with
the awards and administer the plan. The first grants under this Plan are
expected to be made in March, 1999. Employees that will receive the grants
include all officers of the Company, certain senior sales and administrative
employees in the fresh produce segment of the business, and certain of the
administrative employees and scientists in DNA Plant Technology Corporation
("DNAP"). These grants have been determined based on a survey and analysis
of the competition and the market in an effort to achieve a level above the
median. Approximately 400,000 options will be awarded in this first year.
OTHER COMPENSATION. The Company provides executives, officers and
management with health, retirement and other benefits under plans generally
available to the Company's employees. Mr. Fenyvesi, and previously Mr. Sanchez,
also receive(d) certain educational and expatriate payments consistent with
arrangements they had with their prior companies.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. Mr. Jimenez became the Chief
Executive Officer of the Company on October 1, 1997. His compensation was and
is a carryover of his arrangement as Chief Operating Officer of the
agrobiotechnology division of Savia. His base salary was increased in 1998
consistent with the rate of inflation in Mexico. The Committee approves the
compensation of the Chief Executive Officer of the Company on an annual basis.
BY THE MEMBERS OF THE COMPENSATION COMMITTEE.
Erik C. Jurgensen (Chairman), Dr. Christopher Somerville, and Evelyn
Berezin.
PERFORMANCE GRAPH
The following graph reflects the total return, which assumes reinvestment
of dividends, of a $100 investment in the Company, the Standard & Poor's 500
Stock Index, and a competitor group index on September 27, 1996, the date on
which the Company's Common Stock first traded on the Nasdaq National Market.
<TABLE>
<CAPTION>
-------------- FISCAL YEAR ENDING --------------
9/27/1996 12/31/1996 12/31/1997 12/31/1998
<S> <C> <C> <C> <C>
DNAP Holding Corporation 100.00 50.00 69.42 50.00
Peer Group Index(1) 100.00 98.84 119.16 89.88
S&P 500 Index 100.00 108.34 144.48 185.77
</TABLE>
1 The Peer Group is made up of the following companies: Cadiz, Inc.,
Chiquita Brands International, Inc., Cyanotech Corp., Dole Food Company,
Inc., Mycogen Corp. and Northland Cranberries A. Total return calculations
were weighted according to each company's market capitalization.
8
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APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
At the meeting, the stockholders of the Company will be asked to vote on a
proposal to amend the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 25,000,000 to 50,000,000 (the
"Charter Amendment"). The Charter Amendment is necessary to consummate a
proposed rights offering (the "Rights Offering") whereby the Company will
distribute to each record holder of the Common Stock as of the Record Date three
rights (each, a "Right") for every four shares of Common Stock held by such
record holder. Approximately 17,691,020 Rights will be issued in the Rights
Offering. Each Right will entitle the holder to purchase one share of Common
Stock at an exercise price of $5.75 per share. Without the Charter Amendment,
the Company will not have enough shares of Common Stock authorized for issuance
under the Company's Certificate of Incorporation upon the exercise of all of the
Rights.
The Rights Offering is part of a recapitalization program adopted by the
Board of Directors of the Company in October 1998. Under the program, Bionova
International, Inc., the Company's majority stockholder ("Bionova"), purchased
5,217,391 shares of Common Stock at a purchase price of $5.75 per share for an
aggregate investment of $30,000,000 pursuant to a Stock Purchase Agreement dated
as of October 1, 1998 (the "Stock Purchase Agreement"). The Company used a
portion of the proceeds of the stock purchase to repay approximately $13 million
of its outstanding indebtedness to Bionova and its affiliates. In addition, the
Board approved the Rights Offering, subject to the approval of the Charter
Amendment, to allow the Company's stockholders other than Bionova the right to
invest in the Company on the same terms as Bionova and share in any benefits
resulting from Bionova's investment in the Company, and to allow such
stockholders to maintain their pro rata equity interest in the Company.
Upon issuance of the Rights, Bionova will surrender to the Company (at no
cost to the Company) 9,130,435 Rights and will retain 4,427,195 Rights with an
aggregate exercise price of $25.5 million. Stockholders other than Bionova will
be issued approximately 4,133,390 Rights with an aggregate exercise price of
$23.8 million. On a pro forma basis assuming the stockholders approve the
Charter Amendment and exercise all of the Rights issued with respect to their
shares (except for the 9,130,435 Rights which Bionova will surrender to the
Company), Bionova will own approximately 70% of the outstanding shares of Common
Stock. SEE "Security Ownership of Certain Beneficial Owners." If some of the
Rights are exercised, those stockholders who do not exercise their Rights will
experience a dilution of their proportionate interests in the Company. If only
Bionova exercises its Rights, its ownership interest will increase to 80.3%
which will decrease the other stockholders' proportionate interest in the Common
Stock by approximately 3.7 percentage points. If the stockholders (including
Bionova) exercise all of the Rights, the net proceeds to the Company as a result
of such exercise will be approximately $49.2 million. The proceeds of the
Rights Offering, if any, would be used to repay outstanding indebtedness and to
fund working capital needs.
The Company's Certificate of Incorporation currently provides that the
Company may issue up to 25,000,000 shares of Common Stock. As of December 31,
1998, the Company has issued and outstanding 23,588,031 shares of Common Stock,
which includes the 5,217,391 shares of Common Stock that were issued to Bionova
under the Stock Purchase Agreement. The Company also had 2,000,000 shares of
Common Stock reserved for issuance under the Company's Long Term Incentive Plan;
however, as a condition to Bionova's purchase of shares under the Stock Purchase
Agreement, the Company reduced the number of shares reserved for issuance under
the Plan to 500,000. If the Charter Amendment is adopted, the number of shares
reserved for issuance under the Plan will be increased to 2,000,000, and the
Company will reserve 8,560,585 shares to be issued upon exercise of the
outstanding Rights. After allowing for shares reserved for the Rights and for
other purposes, the Company will have approximately 15 million shares available
for issuance.
The Board of Directors believes that it is important to have the additional
shares of Common Stock available for issuance as and when needed in order to
avoid the delay and expense incident to obtaining stockholder approval at a
later date and to provide the Company greater flexibility in the consideration
of future sales of Common Stock or convertible securities to enhance capital and
possible future acquisitions and other corporate purposes (although the Company
has no plans to issue any such shares in connection with any such matters).
None of the holders of the Company's securities have preemptive rights. The
terms and rights of the additional shares of Common Stock to be
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authorized if the Charter Amendment is approved will be identical to those of
presently outstanding shares of Common Stock.
Under the General Corporation Law of the State of Delaware ("DGCL"), the
affirmative vote of a majority of all outstanding shares entitled to vote at the
annual meeting is required to approve and adopt the Charter Amendment. Bionova
has indicated its intention to vote all shares of Common Stock owned by it,
approximately 76.6% of the voting power of the Company as of the record date, in
favor of the Charter Amendment. Bionova's voting power is sufficient to approve
the Charter Amendment.
The Board of Directors of the Company unanimously recommends a vote FOR
approval of the Charter Amendment. Unless otherwise instructed, proxies will be
voted FOR approval of the Charter Amendment.
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME
The Company's Board of Directors believes that it is in the Company's best
interests to change its name from DNAP Holding Corporation to Bionova Holding
Corporation. The Company was formed in January 1996 under the name Bionova U.S.
Inc. and changed its name in September 1996 to DNAP Holding Corporation. The
Company acts as a holding company for (i) Agricola Batiz, S.A. de C.V., a
corporation organized under the laws of the United Mexican States ("ABSA"), (ii)
International Produce Holding Company, a Delaware corporation ("IPHC"), (iii)
DNA Plant Technology Corporation, a Delaware corporation and (iv) VPP
Corporation, a Delaware corporation. In October 1997, the Company purchased the
minority interests in IPHC and, with its affiliate Bionova, S.A. de C.V.,
acquired all of the minority interests in ABSA. ABSA is in the process of
completing the necessary steps to change its name to AgroBionova, S.A. de C.V.
In addition, the Company is considering changing the name of certain of its
produce distribution subsidiaries to include the name Bionova. Therefore, the
Company believes that the proposed name change, together with concurrent changes
in the names of certain of its subsidiaries, will more closely align the
Company's name with that of its operating subsidiaries and its parent company,
resulting in increased identification of the Company in the agribusiness,
biotechnology and fresh produce industries.
Under the DGCL, the affirmative vote of a majority of all outstanding
shares entitled to vote at the annual meeting is required to approve and adopt
the amendment to the Company's Certificate of Incorporation to change the
Company's name to Bionova Holding Corporation. Bionova has indicated its
intention to vote all shares of Common Stock owned by it, approximately 76.6% of
the voting power of the Company as of the record date, in favor of the amendment
to the Company's Certificate of Incorporation to change the Company's name to
Bionova Holding Corporation. Bionova's voting power is sufficient to approve
this amendment.
The Board of Directors unanimously recommends a vote FOR approval of the
change of the Company's name to Bionova Holding Corporation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
THE MERGER AGREEMENT AND RELATED AGREEMENTS
The Company acquired DNAP on September 26, 1996, pursuant to that certain
Agreement and Plan of Merger dated January 26, 1996, as amended (the "Merger
Agreement"), among Savia, Bionova Mexico, the Company, Bionova Acquisition, Inc.
and DNAP. From the date of the Merger, Bionova has been the owner of at least
70% of the outstanding shares of the Company's Common Stock, and Bionova
currently owns 76.6% of the outstanding shares of Common Stock. As described
above under the caption "Security Ownership of Beneficial Owners," Bionova is a
wholly-owned subsidiary of Bionova Mexico, which is a wholly-owned subsidiary of
Savia.
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Under the terms of the Merger Agreement, during the three-year period
immediately following the Merger, Savia agreed to provide when requested by the
Company a guarantee of the Company's indebtedness to a financial institution
under a loan or line of credit, provided that (i) Savia's maximum exposure under
such guarantee is limited to $20 million and (ii) the documents evidencing such
loan or line of credit provide that the aggregate amount loaned to the Company
thereunder will not exceed at any time the sum of (x) 80% of the accounts
receivable of the Company and its consolidated subsidiaries and (y) 50% of the
inventories of the Company and its consolidated subsidiaries and such loan is
secured by such accounts receivable and inventories. At December 31, 1998,
Savia guaranteed approximately $79.7 million of the Company's bank debt.
As provided in the Merger Agreement, Savia and DNAP entered into that
certain Long Term Funded Research Agreement dated September 26, 1996, which
provides that Savia, directly or through its affiliates, and DNAP will use their
best efforts to agree on research projects to be conducted by DNAP for Savia or
its affiliates which will result in payments to DNAP of $30 million over a
ten-year period, with minimum funding (subject to carry forwards) of $9 million
in any three-year period. Unless otherwise agreed by the parties, payments of
at least $625,000 in respect of Savia's obligation to fund research projects are
to be paid to DNAP at the beginning of each calendar quarter during the term of
the Long Term Funded Research Agreement. Effective January 1, 1997, DNAP and
Seminis Vegetable Seeds, Inc. ("SVSI"), a subsidiary of Savia, entered into a
Long-Term Research Agreement pursuant to which DNAP provides research services
to SVSI, which satisfies the minimum research commitments under DNAP's agreement
with Savia. During 1998 SVSI paid DNAP $2,500,000 with respect to work under
this agreement.
Also as provided in the Merger Agreement, Savia and the Company entered
into the Governance Agreement on September 26, 1996. In addition to the
provisions described above under the caption "Election of Directors," the
Governance Agreement provides that Savia (together with its affiliates) may,
subject to applicable law, acquire or dispose of shares of Common Stock so long
as their aggregate beneficial ownership of the Common Stock does not fall below
51% or exceed 80.1%, subject to certain conditions and exceptions. This
restriction and most of the other provisions of the Governance Agreement will
terminate on the day preceding the Company's 1999 annual meeting of
stockholders.
OTHER TRANSACTIONS WITH SAVIA AND ITS AFFILIATES
On July 1, 1996, the Company and Bionova Mexico entered into an
Administrative Services Agreement. This agreement provides that Bionova Mexico
will render certain administrative and clerical services to the Company and its
subsidiaries in return for payment equivalent to the compensation, benefits, and
other overhead attributable to the employees of Bionova Mexico performing these
services, all of which will be performed in Mexico. The initial term of the
agreement was extended to December 31, 1996 and will continue thereafter for
successive one-year terms unless either the Company or Bionova Mexico elects to
terminate the agreement. In 1998, the amount billed by Bionova under this
agreement was $3,050,000.
Prior to the date of the Administrative Services Agreement, Bionova Mexico
rendered certain administrative and clerical services to the Company's
subsidiaries for which certain of the Company's subsidiaries were indebted to
Bionova Mexico in the amount $4,530,000 at December 31, 1998.
The Company contracts for insurance and factoring services with a company
that is an affiliate of Savia. During 1998, the Company incurred insurance
expense of $213,000 to this company. No amounts were due under the factoring
arrangement as of December 31, 1998.
Savia makes available to its affiliates a long-term credit line that bears
interest at variable rates comparable to those prevailing in the marketplace.
At December 31, 1998, the Company owed Savia $200,000 under this credit line.
Beginning in November 1998, the Company paid Savia a fee of 1 1/2% of the
aggregate principal amount of the Company's short-term indebtedness that is
guaranteed by Savia. During 1998, the Company paid Savia $119,000 under this
arrangement. This arrangement is expected to continue in 1999.
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AGREEMENTS WITH CERTAIN EXECUTIVE OFFICERS
In 1997, the Company hired Abelardo Sanchez to serve as an Executive Vice
President of the Company and to manage certain of the Company's subsidiaries. In
connection with his new position, Mr. Sanchez was required by the Company to
relocate to California. To assist him in his relocation, the Company loaned Mr.
Sanchez $750,000 to be used to purchase and make improvements to his new
principal residence. The loan is interest-free and is secured by the property.
The loan must be repaid by June 30, 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors and officers of the Company, and persons who beneficially own more
than 10 percent of the Common Stock, to file with the SEC initial reports of
ownership and reports of changes in ownership of the Common Stock. Directors,
officers and more than 10 percent stockholders are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the year ended December 31, 1998, all Section 16(a) filing
requirements applicable to its directors, officers and more than 10 percent
beneficial owners were complied with.
INDEPENDENT ACCOUNTANTS
The appointment of the accounting firm selected to audit the Company's
financial statements is subject to ratification by the Board of Directors and
will not be submitted to stockholders for ratification or approval. It is the
present intention of the Company's management to recommend to the Board of
Directors the re-appointment of PricewaterhouseCoopers, LLP, which has audited
the financial statements of the Company and certain of its subsidiaries since
1996, to audit the financial statements of the Company for 1999.
Representatives of PricewaterhouseCoopers, LLP are expected to be present at the
meeting to respond to appropriate questions from stockholders and will be given
the opportunity to make a statement at the meeting should they desire to do so.
STOCKHOLDER PROPOSALS AND OTHER MATTERS
If a stockholder intends to present a proposal for action at the 2000
annual meeting and wishes to have such proposal considered for inclusion in the
Company's proxy materials in reliance on Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, the proposal must be submitted in writing and
received by the Company by November 30, 1999. Such proposals must also meet the
other requirements of the rules of the Commission relating to stockholders'
proposals.
The Company's Bylaws establish an advance notice procedure with regard to
nominations of individuals for election to the Board of Directors. In general,
notice of a director nomination for an annual meeting must be received by the
Company 90 days or more before the date of the annual meeting and must contain
specified information and conform to certain requirements, as set forth in the
Bylaws. Notice of a director nomination for a special meeting must be received
by the Company no later than the close of business on the seventh day following
the date on which
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notice of such meeting is first given to stockholders. If the chairman of the
stockholders' meeting determines that a director nomination was not made in
accordance with the Bylaws, the Company may disregard such nomination.
In addition, if a stockholder submits a proposal outside of Rule 14a-8 for
the 2000 annual meeting, and the proposal fails to comply with the advance
notice procedure described in the Bylaws, then the Company's proxy may confer
discretionary authority on the persons being appointed as proxies on behalf of
management to vote on the proposal. Proposals and nominations should be
addressed to the Secretary of the Company, Joe A. Rudberg, 1700 Pacific Avenue,
Suite 3300, Dallas, Texas 75201.
The cost of solicitation of proxies will be borne by the Company.
Solicitation may be made by mail, personal interview or telephone by officers
and regular employees of the Company, who will receive no additional
compensation therefor.
The Board of Directors does not intend to present any other matter at the
meeting and knows of no other matters that will be presented. However, if any
other matter comes before the meeting, the persons named in the enclosed proxy
intend to vote thereon in accordance with their best judgment.
ANNUAL REPORT ON FORM 10-K
AN ADDITIONAL COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1998, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS
OF THE COMPANY BUT EXCLUDING EXHIBITS TO SUCH REPORT, WILL BE PROVIDED TO
EACH PERSON TO WHOM A COPY OF THIS PROXY STATEMENT HAS BEEN SENT BY THE
COMPANY AND TO EACH OTHER BENEFICIAL OWNER OF SHARES OF COMMON STOCK AS OF
THE RECORD DATE, WITHOUT CHARGE, UPON WRITTEN REQUEST OF SUCH PERSON. ANY
SUCH REQUEST SHOULD BE DIRECTED TO JULIE HUANG, INVESTOR RELATIONS, DNAP
HOLDING CORPORATION, EDELMAN FINANCIAL WORLDWIDE, 1500 BROADWAY, NEW YORK,
NEW YORK 10036-4015, AND EACH SUCH BENEFICIAL OWNER MUST INCLUDE IN SUCH
REQUEST A GOOD FAITH REPRESENTATION THAT AS OF THE RECORD DATE THE PERSON
MAKING THE REQUEST BENEFICIALLY OWNED ONE OR MORE SHARES OF COMMON STOCK. A
LIST OF THE EXHIBITS TO SUCH ANNUAL REPORT IS INCLUDED IN THE REPORT; A COPY
OF ANY SUCH EXHIBIT WILL BE FURNISHED UPON REQUEST AND PAYMENT OF A MINIMAL
FEE EQUAL TO THE COMPANY'S REASONABLE EXPENSES IN FURNISHING SUCH COPY.
Oakland, California BY ORDER OF THE BOARD OF DIRECTORS
March 29, 1999
JOE A. RUDBERG
SECRETARY
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DNAP HOLDING CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of DNAP HOLDING CORPORATION hereby appoints
BERNARDO JIMENEZ and ARTHUR H. FINNEL and each of them, with full power of
substitution, as proxies, and authorizes them to represent and to vote, as
designated below, all the common stock, par value $.01 per share, of DNAP
HOLDING CORPORATION that the undersigned is entitled to vote at the Annual
Meeting of Stockholders of DNAP HOLDING CORPORATION to be held on April 28, 1999
at 9:00 a.m., local time, at The Westin Galleria Dallas, 13340 Dallas Parkway,
Dallas, Texas 75240, and at any adjournment or postponement thereof.
THE SHARES REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
IN THE MANNER SPECIFIED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S) WITH RESPECT TO
ANY MATTER TO BE VOTED UPON. IF NO SPECIFICATION IS MADE, THE PROXIES WILL VOTE
THESE SHARES FOR THE ELECTION OF THE NOMINEES NAMED BELOW AND FOR APPROVAL OF
THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF DNAP HOLDING CORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND FOR APPROVAL OF THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF DNAP HOLDING CORPORATION TO
CHANGE ITS NAME TO BIONOVA HOLDING CORPORATION. THE PROXIES WILL VOTE IN
THEIR SOLE DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
DNAP HOLDING CORPORATION
P.O. BOX 11385
NEW YORK, N.Y. 10203-0385
I. ELECTION OF THE DIRECTORS FOR THE TERMS OF OFFICE EXPIRING AT THE 2000
ANNUAL MEETING OF STOCKHOLDERS
[ ] FOR all nominees listed below
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
[ ] ABSTAIN
Nominees: Evelyn Berezin, Dr. Peter Davis, Carlos Herrera, Bernardo
Jimenez, Dr. Gerald D. Laubach, Eugenio Najera, Alejandro Perez,
Dr. Eli Shlifer, Dr. Christopher R. Somerville
NOTE: IF YOU DESIRE TO WITHHOLD AUTHORITY FOR ONE OR MORE BUT NOT ALL OF THE
ABOVE-NAMED NOMINEES, INDICATE YOUR DESIRE TO WITHHOLD AUTHORITY FOR SUCH
NOMINEE(S) BY DRAWING A LINE THROUGH OR OTHERWISE STRIKING OUT THE NAME(S) OF
SUCH NOMINEE(S).
II. APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO CHANGE THE
NAME OF DNAP HOLDING CORPORATION TO BIONOVA HOLDING CORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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[ ] CHANGE OF ADDRESS MARK HERE
Note: Please sign exactly as shown at left. If stock
if jointly held, each owner should sign. Executors,
administrators, trustees, guardians, attorneys and
corporate officers should indicate their fiduciary
capacity or full title when signing.
Dated: , 1999
----------------------
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(Signature)
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(Signature, if held jointly)
Votes MUST be indicated [X] in Black or Blue Ink.
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
