<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-12
SCHEID VINEYARDS INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
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(2) Aggregate number of securities to which transaction
applies:
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(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):
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
SCHEID VINEYARDS INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 28, 2000
To the Stockholders of
Scheid Vineyards Inc.
The Annual Meeting of Stockholders of Scheid Vineyards Inc. will be held at
2:00 p.m. (Pacific Daylight Time) on September 28, 2000, at the Marina Beach
Marriott, located at 4100 Admiralty Way, Marina del Rey, California 90292, for
the following purposes:
1. To elect five Directors, each to serve for a one-year term; and
2. To transact any other business which may properly come before the
meeting and any adjournments or postponements thereof.
A proxy statement containing information for stockholders is annexed hereto
and a copy of the Annual Report on Form 10-KSB of the Company for the fiscal
year ended December 31, 1999 is enclosed herewith.
The Board of Directors has fixed the close of business on August 31, 2000,
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE DATE AND
SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE ENCLOSED
FOR THAT PURPOSE.
By order of the Board of Directors
/s/ Alfred G. Scheid
Alfred G. Scheid
Chairman and
Chief Executive Officer
Marina del Rey, California
September 1, 2000
<PAGE>
SCHEID VINEYARDS INC.
13470 Washington Boulevard
Marina del Rey, California 90292
(310) 301-1555
PROXY STATEMENT
It is anticipated that this proxy statement and accompanying proxy card will
first be mailed to stockholders on or about September 1, 2000.
GENERAL INFORMATION
This proxy statement is furnished to stockholders of Scheid Vineyards Inc.,
a Delaware corporation ("SVI" or the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company, for use only
at the Annual Meeting of Stockholders of the Company to be held on
September 28, 2000, at the Marina Beach Marriott, located at 4100 Admiralty Way,
Marina del Rey, California 90292, and any adjournments or postponements thereof
(the "Annual Meeting").
Shares may not be voted unless the appropriate signed proxy card is returned
or other specific arrangements are made to have shares represented at the
meeting. Any stockholder of record giving a proxy may revoke it at any time
before it is voted by filing with the Secretary of SVI a notice in writing
revoking it, by duly executing a proxy bearing a later date, or by attending the
Annual Meeting and expressing a desire to revoke the proxy and vote the shares
in person. Stockholders whose shares are held in street name should consult with
their brokers or other nominees concerning procedures for revocation. Subject to
such revocation, all shares represented by a properly executed proxy card will
be voted as directed by the stockholder on the proxy card. IF NO CHOICE IS
SPECIFIED, PROXIES WILL BE VOTED "FOR" THE PERSONS NOMINATED BY THE BOARD OF
DIRECTORS.
In addition to soliciting proxies by mail, Company officers, Directors and
other regular employees, without additional compensation, may solicit proxies
personally or by other appropriate means. The total cost of solicitation of
proxies will be borne by SVI. Although there are no formal agreements to do so,
it is anticipated that SVI will reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
any proxy soliciting materials to their principals.
Only stockholders of record at the close of business on August 31, 2000 are
entitled to receive notice of and to vote at the Annual Meeting. On August 31,
2000, SVI had outstanding 2,166,555 shares of Class A Common Stock and
3,374,100 shares of Class B Common Stock, which constituted all of the
outstanding voting securities of SVI. Generally, except with respect to the
election or removal of Directors, the outstanding shares of Class A Common Stock
and Class B Common Stock vote together as a single class, with each outstanding
share of Class A Common Stock on the record date entitled to one vote and each
share of Class B Common Stock outstanding on the record date entitled to five
votes on each matter. With respect to matters on which the Class A Common Stock
and Class B Common Stock vote together as a single class, shares representing a
majority of the votes entitled to be cast in respect of the shares of Common
Stock outstanding on the record date will constitute a quorum.
The holders of the Class A Common Stock, voting as a separate class, are
entitled to elect two of the five Directors, and the holders of the Class B
Common Stock, voting as a separate class, are entitled to elect the remaining
three Directors. Directors elected by the holders of Class A Common Stock and
Class B Common Stock will be voted upon from separate slates of nominees. In the
election of Directors, each share of Class A Common Stock is entitled to one
vote multiplied by the number of Directors to be elected by the holders of the
Class A Common Stock, and each share of Class B Common Stock is entitled to five
votes multiplied by the number of Directors to be elected by the holders of the
Class B Common Stock.
Directors are elected by a plurality of votes cast. Stockholders may not
cumulate their votes for any one or more nominees for election as Directors;
provided, however, that under Section 2115 of the California Corporations Code
(which is currently applicable to the Company), a stockholder may cumulate
<PAGE>
votes in the election of directors if the candidates' names have been placed in
nomination prior to the voting and the stockholder has given notice at the
meeting prior to the voting of the stockholder's intention to cumulate the
stockholder's votes, in which case all stockholders may cumulate their votes.
The affirmative vote of a majority of the voting power present, either in person
or represented by proxy, and entitled to vote at the Annual Meeting will be
required to approve any other matters to be voted upon at the Annual Meeting.
Under the General Corporation Law of the State of Delaware: (i) shares that
are subject to abstention or a broker "non-vote" are counted as present and
entitled to vote for purposes of determining the presence or absence of a quorum
for the transaction of business; (ii) neither abstentions nor broker "non-
votes" are counted for purposes of the election of Directors; (iii) abstentions
in any other matter to be voted upon at the Annual Meeting will be considered to
be present but not voting, and thus will have the effect of a "No" vote; and
(iv) a broker "non-vote" in any other matter to be voted upon at the Annual
Meeting will be considered to be not present and not entitled to vote on such
matter, and thus will not be considered in the tabulation of votes on such
matter. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal or matter, and so
notifies the Company, because the nominee does not have discretionary voting
power with respect to that proposal or matter and has not received voting
instructions from the beneficial owner.
Alfred G. Scheid, Scott D. Scheid, Heidi M. Scheid, each an executive
officer and Director of the Company, and Kurt J. Gollnick, an executive officer
of the Company, and certain members of their families, beneficially own
3,374,100 shares of the Company's Class B Common Stock, which, as of August 31,
2000, represents 100% of the voting power of the Class B Common Stock and 88.6%
of the combined voting power of the Class A and Class B Common Stock when such
classes vote together as a single class. The holders of the Class B Common Stock
intend to vote all shares held by them in favor of the persons nominated by the
Board of Directors as the slate for election by the holders of the Class B
Common Stock.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
INFORMATION CONCERNING THE NOMINEES
The Company's Certificate of Incorporation provides that the holders of the
Class A Common Stock, voting as a separate class, are entitled to elect 25% of
the authorized number of Directors, rounded up to the nearest whole number, and
that the holders of the Class B Common Stock, voting as a separate class, are
entitled to elect the remaining Directors. The Board of Directors is currently
composed of five members, thereby entitling the holders of the Class A Common
Stock and Class B Common Stock to elect two and three Directors, respectively.
The Board of Directors has nominated the incumbent Directors to be elected for a
term expiring at the 2001 Annual Meeting of Stockholders, and until, in each
case, such person's successor has been duly elected and qualified or until his
or her earlier death, resignation or removal. Biographical information
concerning the nominees is set forth under the caption "--Directors and
Executive Officers" below. See "Security Ownership of Certain Beneficial Owners
and Management" for information regarding such persons' holdings of Common
Stock. See "Security Ownership of Certain Beneficial Owners and Management" for
information regarding such persons' holdings of Common Stock.
The Board of Directors has divided the nominees into two slates, one for
election by the holders of the Class A Common Stock and the other for election
by the holders of the Class B Common Stock. Only holders of the specified class
of Common Stock may vote on the respective slates of nominees for Directors. The
slates are as follows:
<TABLE>
<CAPTION>
FOR ELECTION BY THE HOLDERS FOR ELECTION BY THE HOLDERS
OF CLASS A COMMON STOCK OF CLASS B COMMON STOCK
--------------------------- ---------------------------
<S> <C>
John L. Crary Alfred G. Scheid
Robert P. Hartzell Scott D. Scheid
Heidi M. Scheid
</TABLE>
The Board of Directors has no reason to believe that any of its nominees
will be unable or unwilling to serve if elected. However, should any nominee
named herein become unable or unwilling to accept nomination or election, the
persons named as proxies will vote instead for such other person as the Board of
Directors may recommend.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE ABOVE-NAMED NOMINEES AS DIRECTORS.
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth certain information as of August 31, 2000 with
regard to each of the Directors and executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE PRIMARY OCCUPATION
---- -------- ------------------
<S> <C> <C>
Alfred G. Scheid(1)........ 68 Chairman of the Board of Directors and Chief Executive
Officer of the Company
Scott D. Scheid............ 40 Vice President, Chief Operating Officer and Director of the
Company
Heidi M. Scheid(2)......... 37 Vice President Finance, Chief Financial Officer, Treasurer,
Secretary and Director of the Company
Kurt J. Gollnick........... 42 Vice President Vineyard Operations of the Company
John L. Crary(1)(2)........ 46 President of Juniper Capital LLC
Robert P. Hartzell(1)(2)... 66 Owner and operator of Harmony Vineyards
</TABLE>
------------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
3
<PAGE>
ALFRED G. SCHEID, the Company's Chairman of the Board and Chief Executive
Officer, was one of the founders of the Company in 1972 and has served
continuously as its Chief Executive Officer since that time. Mr. Scheid has been
engaged full-time in the business of SVI since 1988, when he became the sole
owner of the Company. Prior to 1988, Mr. Scheid had other business affairs
outside SVI. Mr. Scheid is a founder of the California Association of Winegrape
Growers, a trade association that represents the interests of California wine
grape producers, and has served as its chairman. He is also a founder of
Monterey County Vintners and Growers Association, a trade association composed
primarily of wine grape and wine producers. Mr. Scheid is a graduate of the
Harvard Graduate School of Business, and is the father of Scott D. Scheid and
Heidi M. Scheid.
SCOTT D. SCHEID became Chief Operating Officer and a Director of the Company
in 1997, and has served continuously as a Director since that time. Mr. Scheid
joined the Company in 1986 as Vice President and has been engaged full-time in
the business of the Company since that time. Prior to joining SVI, he was
employed as an options trader with E.F. Hutton & Company Inc. Mr. Scheid is a
director and serves on the executive committee of the California Association of
Winegrape Growers, and he previously has served as a director of Monterey County
Vintners and Growers Association. Mr. Scheid holds a B.A. degree in economics
from Claremont Men's College.
HEIDI M. SCHEID became the Company's Vice President Finance, Chief Financial
Officer, Treasurer and a Director in 1997, and has served continuously as a
Director since that time. Ms. Scheid joined the Company in 1992 as Director of
Planning after serving as a senior valuation analyst at Ernst & Young, LLP for
two years. Prior to that, she was an associate with Interven Partners, a venture
capital firm. Ms. Scheid is a director and treasurer of Wine Market Council, a
wine industry association aimed at expanding the American wine consumer base,
and a director of Women for Winesense, an organization which promotes the
appreciation and responsible enjoyment of wine. Ms. Scheid holds an
M.B.A. degree from the University of Southern California.
KURT J. GOLLNICK has been the Company's Vice President Vineyard Operations
since 1997. Mr. Gollnick joined SVI in 1988 as General Manager, Vineyard
Operations. For seven years prior to joining the Company, Mr. Gollnick was a
vineyard manager for Thornhill Ranches of Santa Maria, California, where he
managed 1,200 acres of vineyards. He has served as a director of the California
Association of Winegrape Growers from 1989 through 1997 and is currently a
director of Wine Institute, Monterey County Vintners and Growers Association,
and American Vineyard Foundation. Mr. Gollnick has also served as president of
the Central Coast Grape Growers and Monterey Grape Growers Associations.
Mr. Gollnick holds a B.S. degree in agricultural economics from the California
Polytechnic State University San Luis Obispo.
JOHN L. CRARY became a Director of the Company in 1997, and has served
continuously as a Director since that time. Currently, Mr. Crary is president of
Juniper Capital LLC, a privately held financial advisory and investment firm.
Since 1988, Mr. Crary has been a corporate financial advisor and venture capital
investor active with companies in various high technology as well as basic
industries such as manufacturing and petroleum. Previously, Mr. Crary was an
investment banker in the corporate finance department of E.F. Hutton & Company
Inc., which he joined in 1979. Mr. Crary has been a consultant to SVI and its
predecessors since 1993 in connection with various financial matters,
acquisitions and business strategy. Mr. Crary is a graduate of the University of
California at Irvine and the Columbia University Graduate School of Business.
ROBERT P. HARTZELL became a Director of the Company in 1997, and has served
continuously as a Director since that time. Mr. Hartzell is the owner of Harmony
Vineyards, a producer of premium Zinfandel wine grapes near Lodi, California.
From 1978 to 1996, Mr. Hartzell was President of the California Association of
Winegrape Growers. For six years during this period, Mr. Hartzell also served on
the Agricultural Policy Advisory Committee to the U.S. Secretary of Agriculture
and the U.S. Trade Representative in connection with the General Agreement on
Trade and Tariffs negotiations. Mr. Hartzell
4
<PAGE>
has also served as Deputy Director of the California Department of Food and
Agriculture. Mr. Hartzell holds a B.S. degree from the University of California
at Davis.
Officers serve at the discretion of the Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of reports on Forms 3, 4 and 5 and amendments
thereto filed with the Securities and Exchange Commission and furnished to the
Company, there were two failures to file such a report on a timely basis by a
Director, officer or beneficial owner of more than 10% of SVI's Class A Common
Stock. Robert P. Hartzell and John L. Crary, each a Director of SVI, failed to
timely report the granting to each of them of options to purchase 2,500 shares
of Class A Common Stock on May 13, 1999. These option grants were reported on
Form 5's filed with the Securities and Exchange Commission in March 2000.
BOARD OF DIRECTORS, COMMITTEES AND COMPENSATION
Directors are elected to serve a one-year term and until their successors
are duly elected and qualified. The Company pays each non-employee Director an
annual fee of $5,000 and meeting fees at the rate of $500 for each Board meeting
attended in person and reimburses such Director for all expenses incurred by him
in his capacity as a Director of the Company. No fees are paid for participation
in telephonic meetings of the Board of Directors or its committees or actions
taken in writing.
Under the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan"), each
individual who was serving as a non-employee Director on the date the
underwriting agreement for the Company's initial public offering was executed
(July 24, 1997) received an option grant on such date for 10,000 shares of Class
A Common Stock, provided such individual had not been in the prior employ of the
Company. Such option grants were made to each of Messrs. Crary and Hartzell.
Each individual who first becomes a non-employee Director in the future will
receive a 10,000-share option grant for shares of Class A Common Stock on the
date such individual joins the Board, provided that such individual has not been
in the prior employ of the Company and has not previously received an option
grant from the Company in his or her capacity as a non-employee Director. In
addition, at each Annual Meeting of Stockholders, each non-employee Director
with at least six months' service who is to continue to serve as a non-employee
Director after the Annual Meeting receives an additional option grant to
purchase 2,500 shares of Class A Common Stock, whether or not such individual
has been in the prior employ of the Company.
Each automatic option grant to a non-employee Director has or will have a
term of 10 years, subject to earlier termination following the optionee's
cessation of Board service. The initial 10,000-share option grant becomes or
will become exercisable in a series of four successive equal annual installments
over the optionee's period of Board service. Each additional 2,500-share option
grant becomes or will become exercisable upon the optionee's completion of one
year of Board service measured from the grant date. However, each outstanding
option will immediately vest upon (i) certain changes in the ownership or
control of the Company or (ii) the death or disability of the optionee while
serving as a Director.
The Board of Directors has appointed an Audit Committee and a Compensation
Committee. The members of the Audit Committee are Messrs. Crary and Hartzell and
Ms. Scheid. Pursuant to a written charter, the responsibilities of the Audit
Committee include reviewing financial statements and consulting with the
independent auditors concerning the Company's financial statements, accounting
and financial policies and internal controls and reviewing the scope of the
independent auditors' activities and fees. The members of the Compensation
Committee are Messrs. Crary, Hartzell and Alfred G. Scheid. The Company's
Compensation Committee establishes and reviews salary, bonus and other forms of
compensation for officers of the Company, provides recommendations to the Board
of Directors for the salaries and incentive compensation of the employees and
consultants of the Company, reviews training and human resources policies and
makes recommendations to the Board of Directors regarding such matters. The
5
<PAGE>
Company has no nominating committee or committee performing similar functions.
The Audit Committee held one meeting in 1999.
The Board of Directors held four meetings in 1999. Each Director attended at
least 75% of the total number of the meetings held of the Board of Directors and
each committee thereof on which such Director served during the fiscal year
ended December 31, 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP
The following table sets forth certain information as of August 31, 2000,
with respect to persons known by the Company to be beneficial owners of more
than five percent of either the Company's Class A Common Stock or the Company's
Class B Common Stock, as well as beneficial ownership of such classes of Common
Stock by the executive officers and Directors of the Company, and all executive
officers and Directors as a group. The persons named in the table have sole
voting and investment power with respect to all shares beneficially owned,
unless otherwise indicated.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(1)
----------------------- --------------------------
NUMBER OF NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER(2) SHARES PERCENTAGE SHARES PERCENTAGE
--------------------------------------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Alfred G. Scheid(3).............................. 1,649,589 43.2 1,649,589 48.9
Scott D. Scheid(4)............................... 362,510 14.3 347,093 10.3
Heidi M. Scheid(5)............................... 372,510 14.7 357,093 10.6
Kurt J. Gollnick (6)............................. 315,510 12.7 300,093 8.9
John L. Crary(7)................................. 12,500 * 0 0.0
Robert P. Hartzell(7)(8)......................... 12,500 * 0 0.0
Emily K. Liberty(9).............................. 309,066 12.5 309,066 9.2
Tyler P. Scheid.................................. 309,066 12.5 309,066 9.2
Wellington Management Company, LLP(10)........... 582,000 35.2 0 0.0
First Union Corporation(11)...................... 271,872 12.5 0 0.0
All executive officers and Directors as a group
(6 PERSONS).................................... 2,725,119 55.7 2,653,868 78.7
</TABLE>
------------------------
* Less than one percent.
(1) Except in the cases of Wellington Management Company, LLP and First Union
Corporation (the "Institutional Holders") and for certain stock options
exercisable for shares of Class A Common Stock as described in notes 4
through 6 below, all shares of Class A Common Stock reflected as
beneficially owned by each person named in this table represent shares
issuable upon conversion of the beneficial holder's shares of Class B Common
Stock. Beneficial ownership and the percentages of the Class A Common Stock
and Class B Common Stock outstanding have been determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder. In the case of the Institutional Holders, the
stockholdings reported reflect data set forth in the latest Schedule 13G
furnished to the Company by the respective Institutional Holders or filed
with the Securities and Exchange Commission.
(2) The address of each of the persons named in this table, other than the
Institutional Holders, is c/o Scheid Vineyards Inc., 13470 Washington
Boulevard, Marina del Rey, California 90292. The addresses of the
Institutional Holders are set forth in notes 10 and 11 below. Scott
D. Scheid, Heidi M. Scheid, Emily K. Liberty and Tyler P. Scheid are
children of Alfred G. Scheid.
(FOOTNOTES CONTINUED ON NEXT PAGE)
6
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
(3) Owned by Alfred G. Scheid as Trustee of the Alfred G. Scheid Revocable Trust
dated October 8, 1992. Does not include 100,000 shares of Class B Common
Stock owned by a revocable trust of which Mr. Scheid's wife is the sole
trustee and over which Mr. Scheid does not have any voting power or
investment power. Mr. Scheid disclaims beneficial ownership of the shares
beneficially owned by his wife's trust.
(4) Includes 335,093 shares of Class B Common Stock owned by Scott D. Scheid and
12,000 shares of Class B Common Stock owned by trusts for the benefit of the
children of Heidi M. Scheid, of which Mr. Scheid is a co-trustee together
with Heidi M. Scheid. Class A shareholdings also include 15,417 shares that
may be acquired upon the exercise of options granted under the Plan that are
currently exercisable or may become exercisable prior to August 31, 2000.
Does not include 11,000 shares of Class B Common Stock owned by
Mr. Scheid's wife and over which Mr. Scheid does not have any voting power
or investment power. Mr. Scheid disclaims beneficial ownership of the shares
beneficially owned by his wife.
(5) Includes 345,093 shares of Class B Common Stock owned by Heidi M. Scheid and
12,000 shares of Class B Common Stock owned by trusts for the benefit of the
children of Ms. Scheid, of which Ms. Scheid is a co-trustee together with
Scott D. Scheid. Class A shareholdings also include 15,417 shares that may
be acquired upon the exercise of options granted under the Plan that are
currently exercisable or may become exercisable prior to August 31, 2000.
Does not include 1,000 shares of Class B Common Stock owned by Ms. Scheid's
husband and over which Ms. Scheid does not have any voting power or
investment power. Ms. Scheid disclaims beneficial ownership of the shares
beneficially owned by her husband.
(6) Class A shareholdings include 15,417 shares that may be acquired upon the
exercise of options granted under the Plan that are currently exercisable or
may become exercisable prior to August 31, 2000. Does not include 1,000
shares of Class B Common Stock owned by Mr. Gollnick's wife and over which
Mr. Gollnick does not have any voting power or investment power.
Mr. Gollnick disclaims beneficial ownership of the shares beneficially owned
by his wife.
(7) Represents shares that may be acquired upon the exercise of options granted
under the Plan that are currently exercisable or may become exercisable
prior to August 31, 2000.
(8) Does not include 600 shares of Class B Common Stock owned by Mr. Hartzell's
wife and over which Mr. Hartzell does not have any voting power or
investment power. Mr. Hartzell disclaims beneficial ownership of the shares
beneficially owned by his wife.
(9) Does not include 100 shares of Class B Common Stock owned by Ms. Liberty's
husband and over which Ms. Liberty does not have any voting power or
investment power. Ms. Liberty disclaims beneficial ownership of the shares
beneficially owned by her husband.
(10) Wellington Management Company, LLP ("WMC") is an investment adviser to and
parent holding company of Wellington Trust Company, NA ("WTC"), which is the
owner of record 180,000 of the 582,000 shares of Class A Common Stock
beneficially owned by WMC. WMC is an investment advisor to Dow Employees'
Pension Plan which is the owner of record 150,000 of the 582,000 shares of
Class A Common Stock beneficially owned by WMC. The address of WMC and WTC
is 75 State Street, Boston, Massachusetts 02109. The address of the Dow
Employees' Pension Plan is c/o Dow Chemicals, Dorinco 100, Midland, MI
48674.
(11) First Union Corporation ("FUC") is an investment advisor and parent holding
company of First Union Securities, Inc. ("FUS"), Meridian Investment Company
("MIS"), and First Union National Bank ("FUNB"). FUS and MIS are investment
advisors for mutual funds and other clients; the securities reported by
these subsidiaries are beneficially owned by such mutual funds or other
clients. FUNB holds securities reported in a fiduciary capacity for its
respective customers. The address of FUC, FUS, MIS, and FUNB is One First
Union Center, Charlotte, North Carolina, 28288.
7
<PAGE>
AGREEMENT AMONG CLASS B STOCKHOLDERS
The holders of the outstanding shares of Class B Common Stock and the
Company are parties to an Amended and Restated Buy-Sell Agreement (the "Buy-Sell
Agreement"). Pursuant to the Buy-Sell Agreement, no holder of shares of Class B
Common Stock other than Alfred G. Scheid may, with limited exceptions, transfer
Class B Common Stock or convert Class B Common Stock into Class A Common Stock
without first offering such stock, in a specified order, to the Company, Alfred
G. Scheid, Scott D. Scheid and Heidi M. Scheid. The Buy-Sell Agreement applies
to a broad range of transfers and dispositions other than transfers to (i) the
Company, (ii) certain other Class B stockholders, (iii) a current or former
spouse or direct lineal descendant of any Class B stockholder including, without
limitation, adopted persons (if adopted during minority) and persons born out of
wedlock, and excluding foster children and stepchildren, (iv) a trust under
which all of the beneficiaries are persons described in clauses (ii) or (iii)
above, and (v) a corporation, partnership or limited liability company, all of
the equity interests of which are owned by persons or entities described in
clauses (i), (ii), (iii) and (iv) above or corporations, partnerships and
limited liability companies described in this clause (v). The Buy-Sell Agreement
also grants an option, exercisable in a specified order, to the Company, Alfred
G. Scheid, Scott D. Scheid and Heidi M. Scheid, to purchase the shares of Class
B Common Stock held by certain Class B stockholders at specified prices upon (A)
the death of such Class B Stockholder, (B) the entry or imposition of certain
judgments, levies or attachments affecting the shares of Class B Common Stock
held by such stockholder, (C) certain bankruptcy or insolvency events affecting
such stockholder or (D) in the case of Kurt J. Gollnick, the termination of his
employment with the Company.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth information concerning the annual and
long-term compensation earned by the Named Executive Officers for services
rendered in all capacities to the Company for the fiscal years ended
December 31, 1999, 1998 and 1997. The "Named Executive Officers" include
(i) each person who served as Chief Executive Officer during 1999 (one person),
(ii) each person who (a) served as an executive officer at December 31, 1999,
(b) was among the four most highly paid executive officers of the Company, not
including the Chief Executive Officer, during 1999 and (c) earned total annual
salary and bonus compensation in 1999 in excess of $100,000 (three persons), and
(iii) up to two persons who would be included under clause (ii) above had they
served as an executive officer at December 31, 1999 (no persons).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
--------------------------------------------- ------------
OTHER SHARES
ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
NAME AND CAPACITY IN WHICH SERVED YEAR ($)(2) ($) ($)(3) (#)(4) ($)(5)(6)(7)
--------------------------------- -------- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Alfred G. Scheid................ 1999 $400,000 $ 0 -- 0 $144,724
CHAIRMAN OF THE BOARD AND 1998 $400,000 $ 75,000 -- 0 $249,634
CHIEF EXECUTIVE OFFICER 1997 $400,000 $140,000 -- 0 $168,183
Scott D. Scheid................. 1999 $130,000 $ 85,000 -- 0 $ 3,900
VICE PRESIDENT AND CHIEF 1998 $130,000 $ 85,000 -- 0 $ 3,900
OPERATING OFFICER 1997 $118,300 $105,000 -- 20,000 $ 3,550
Heidi M. Scheid................. 1999 $120,000 $ 75,000 -- 0 $ 3,600
VICE PRESIDENT FINANCE, 1998 $120,000 $ 75,000 -- 0 $ 3,600
CHIEF FINANCIAL OFFICER, 1997 $106,700 $ 90,000 -- 20,000 $ 3,200
TREASURER AND SECRETARY
Kurt J. Gollnick................ 1999 $120,000 $ 85,000 -- 0 $ 3,600
VICE PRESIDENT VINEYARD 1998 $120,000 $ 85,000 -- 20,000 $ 53,600
OPERATIONS 1997 $111,700 $105,000 -- 20,000 $ 3,350
</TABLE>
------------------------
(1) Amounts shown include cash compensation earned for the periods reported
whether paid or accrued in such periods.
(2) As of August 31, 2000, the annual salary levels for the Named Executive
Officers were: Alfred G. Scheid ($400,000); Scott D. Scheid ($134,000);
Heidi M. Scheid ($124,000); and Kurt J. Gollnick ($124,000).
(3) During each of 1999, 1998 and 1997, the Named Executive Officers received
personal benefits, the aggregate amounts of which for each Named Executive
Officer did not exceed the lesser of $50,000 or 10% of the total of the
annual salary and bonus reported for such Named Executive Officer in such
years.
(4) The Named Executive Officers did not receive any restricted stock awards or
long-term incentive plan payouts in 1999, 1998 or 1997. The stock option
grant to Mr. Gollnick in 1998 represents a repricing of the stock options
granted to Mr. Gollnick in 1997. The exercise price was reduced from $10.00
per share to $4.00 per share.
(FOOTNOTES CONTINUED ON NEXT PAGE)
9
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
(5) Except as described in notes 6 and 7, all amounts in this column represent
matching contributions under the Company's 401(k) plan. In the case of
Alfred G. Scheid, matching contributions in 1999, 1998 and 1997 were $4,744,
$5,000 and $4,750, respectively. In the case of Mr. Gollnick, matching
contributions in 1998 were $3,600.
(6) In the case of Alfred G. Scheid, includes $139,980, $244,634 and $163,433 in
1999, 1998 and 1997, respectively, representing benefits received under a
split dollar life insurance trust arrangement pursuant to which Alfred G.
Scheid is entitled to designate the beneficiary of a $4,500,000 life
insurance policy and the Company is obligated to advance a portion of the
premiums. The owner of the insurance policy is a trust, the trustees of
which include Scott D. Scheid and Heidi M. Scheid, each of whom is an
executive officer and Director of the Company and a child of Alfred G.
Scheid. Advances by the Company are required to be repaid out of the
surrender proceeds or death benefits payable under the policy. The amount of
the benefits received in each year represents (i) the premiums payable by
the Company during the year ($139,980 in 1999, $244,634 in 1998 and $163,433
in 1997) plus (ii) the proportionate amount, if any, of the excess of the
actuarially projected cash surrender value of the policy at the end of such
year over the aggregate amount of premiums advanced by the Company through
such year ($0 at each of December 31, 1999, 1998 and 1997). Such
proportionate amount is measured by the time-weighted compounded returns on
the premiums advanced by each of the Company and the policy owner, and
assuming a constant rate of return from inception of the policy.
(7) In the case of Mr. Gollnick, includes $50,000 in 1998 in respect of 10,000
shares of SVI Class B Common Stock gifted to him by Alfred G. Scheid as
Trustee of the Alfred G. Scheid Revocable Trust dated October 8, 1992. Such
shares were valued at a 33% discount from the closing per share price of the
Class A Common Stock on the Nasdaq National Market on the date of gift.
OPTION GRANTS
No stock options or stock appreciation rights were granted to the Named
Executive Officers during fiscal 1999.
OPTION EXERCISES AND HOLDINGS
The following table sets forth with respect to the Named Executive Officers
information concerning the exercise of stock options during fiscal 1999 and the
value of unexercised options held as of the end of the year. The Company has
never granted stock appreciation rights.
AGGREGATED OPTION EXERCISES
AND FISCAL 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES VALUE FISCAL YEAR END(#) AT FISCAL YEAR END($)(1)
ACQUIRED REALIZED --------------------------- ---------------------------
NAME ON EXERCISE(#) ($) UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
---- -------------- -------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Alfred G. Scheid............. 0 $0 0 0 -- --
Scott D. Scheid.............. 0 $0 7,917 12,083 $ 0 $ 0
Heidi M. Scheid.............. 0 $0 7,917 12,083 $ 0 $ 0
Kurt J. Gollnick............. 0 $0 7,917 12,083 $ 0 $ 0
</TABLE>
------------------------
(1) The values of unexercised in-the-money options have been determined based on
the per share closing price of the Company's Common Stock as reported on the
Nasdaq National Market on December 31, 1999 ($3.625).
10
<PAGE>
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company has entered into an employment agreement (collectively, the
"Employment Agreements") with each of Alfred G. Scheid, Scott D. Scheid,
Heidi M. Scheid and Kurt J. Gollnick (collectively, the "Employees") which
provided for an initial term of three years beginning on July 19, 1997, except
for Alfred G. Scheid, whose Employment Agreement had an initial term of one
year. The term of each of the Employment Agreements has an automatic one-year
renewal if either party has not given written notice of termination at least
three months prior to the expiration of the term. Under their respective
Employment Agreements, Alfred G. Scheid currently is entitled to an annual base
salary of $400,000, Scott D. Scheid currently is entitled to an annual base
salary of $134,000 and each of Heidi M. Scheid and Kurt J. Gollnick is entitled
to an annual base salary of $124,000. The base salary under each Employment
Agreement is subject to upward adjustment, and each Employee is eligible for
bonus compensation pursuant to bonus arrangements, as determined by the Board of
Directors upon the recommendation of the Compensation Committee. The Company may
terminate each Employee's employment at any time with or without cause, and no
severance payment obligations are provided.
A Buy-Sell Agreement among the Company and the holders of Class B Common
Stock provides, among other things, that the shares of Class B Common Stock held
by Mr. Gollnick (currently 300,093) are purchasable at the option first of the
Company, next of Alfred G. Scheid if the Company does not exercise such option,
and thereafter of Scott D. Scheid and Heidi M. Scheid if the Company and
Alfred G. Scheid do not exercise such options, if Mr. Gollnick's employment with
the Company terminates for any reason. See "Security Ownership of Certain
Beneficial Owners and Management--Agreement Among Class B Stockholders". If such
termination is a voluntary termination by Mr. Gollnick that occurs prior to
July 29, 2004, or is for "cause" (as defined) regardless of when such
termination for "cause" occurs, the per share purchase price for Mr. Gollnick's
shares of Class B Common Stock will be equal to the price per share he paid for
such shares, and if such termination occurs for any other reason or under any
other circumstances, or upon the death of Mr. Gollnick, the per share purchase
price will be the weighted average trading price of the Class A Common Stock for
the immediately preceding 20 trading days on which such Class A Common Stock
actually was traded.
The outstanding stock options exercisable for shares of Class A Common Stock
of the Company that have been granted under the Plan, including those granted to
the Directors and Named Executive Officers, provide for accelerated vesting in
connection with certain corporate transactions involving certain changes in
control of the Company unless the options are assumed, or replaced with
comparable options or a cash incentive program, by the successor corporation. In
addition, the stock options that have been granted to the Named Executive
Officers provide for immediate acceleration of these options upon an
"involuntary termination" of employment occurring within 18 months of a "change
in control." In the event of such an acceleration, the options will remain
exercisable until the earlier of the expiration date specified in the option
grant and one year after the date of involuntary termination. For purposes of
these provisions: an "involuntary termination" means, generally, termination by
the Company other than for "misconduct" (as defined) or termination by the
employee following an involuntary material change in position and
responsibility, an involuntary reduction in compensation by more than 15% or an
involuntary relocation by more than 50 miles; and a "change in control" means,
generally, the acquisition of securities representing a majority of the voting
power of the Company other than by the Company and its affiliates, a change in a
majority of the Board of Directors over a period of 36 months or less involving
new Directors that have not been elected or nominated by the other Directors or
a change in ownership of securities representing more than a majority of the
voting power of certain subsidiaries of the Company.
The Company has entered into agreements to provide indemnification for the
Company's Directors and certain officers in addition to the indemnification
provided for in the Company's Bylaws. These agreements, among other things, will
indemnify the Company's Directors and certain officers to the fullest extent
permitted by Delaware law for certain expenses (including attorneys' fees), and
all losses, claims, liabilities, judgments, fines and settlement amounts
incurred by such person arising out of or in connection
11
<PAGE>
with such persons' service as Directors or officers of the Company or an
affiliate of the Company. These agreements provide for the advancement of
expenses incurred in defending a claim prior to resolution of the merits of the
claim. These agreements also require the Company to maintain directors and
officers liability insurance. The Employment Agreements impose similar
indemnification obligations on the Company. There is no pending litigation or
proceeding involving a Director, officer, employeeor agent of the Company, and
the Company is not aware of any threatened litigation or proceeding which may
result in a claim for such indemnification.
CERTAIN TRANSACTIONS
CORPORATE HEADQUARTERS LEASE
Pursuant to a five-year lease (the "Lease"), the Company leases the third
floor of a three-story office building in Marina del Rey, a suburb of Los
Angeles, from Tesh Partners, L.P., a limited partnership comprised of members of
the Scheid family. The Company occupies 6,400 square feet and the rest of the
building (approximately 4,600 square feet) is leased to unrelated parties. The
general partner of Tesh Partners, L.P. is SVI-Cal and the limited partners are
Alfred G. Scheid's four children, two of whom are Scott D. Scheid and Heidi M.
Scheid, each an executive officer and a Director of the Company. The lease runs
until June 2004 and the rent is $119,364 annually, plus an additional annual
amount of $4,800 for parking. The Company believes that the terms of the Lease
are at least as favorable to the Company as if the Lease were entered into with
an unaffiliated third party.
FUTURE TRANSACTIONS
The Company does not have any current intentions to enter into any future
transactions with related parties with respect to the acquisition or development
of additional vineyard or other properties. The Company has adopted a policy
requiring future transactions with affiliates to be on terms no less favorable
to the Company than could be obtained from unaffiliated parties.
FORM 10-KSB
SVI will furnish without charge to each stockholder, upon written request
addressed to SVI, c/o Shawna Estrada, 13470 Washington Boulevard, Marina del
Rey, California 90292, an additional copy of its Annual Report on Form 10-KSB
for the year ended December 31, 1999 (excluding the exhibits thereto), as filed
with the Securities and Exchange Commission. The Company will provide a copy of
the exhibits to its Annual Report on Form 10-KSB for the year ended
December 31, 1999 upon the written request of any beneficial owner of the
Company's securities as of the record date for the Annual Meeting and
reimbursement of the Company's reasonable expenses. Such request should be
addressed to SVI, c/o Shawna Estrada, at the above address.
FUTURE STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 2001 Annual Meeting
of Stockholders must be submitted sufficiently far in advance so that it is
received by SVI not later than April 1, 2001.
OTHER MATTERS
The Company's independent public accountants for the fiscal year ended
December 31, 1999 were Deloitte & Touche LLP, which firm is expected to be
appointed to serve in such capacity for the current year. A representative of
Deloitte & Touche LLP is expected to be present at the meeting. The
representative will have an opportunity to make a statement if he or she so
desires and will be available to respond to appropriate questions concerning the
audit of the Company's financial statements.
12
<PAGE>
Neither the Company nor any of the persons named as proxies knows of matters
other than those stated above to be voted on at the Annual Meeting. However, if
any other matters are properly presented at the meeting, the persons named as
proxies are empowered to vote in accordance with their discretion on such
matters.
The Annual Report on Form 10-KSB of SVI for the fiscal year ended December
31, 1999 accompanies this proxy statement, but it is not to be deemed a part of
the proxy soliciting material.
PLEASE COMPLETE, SIGN AND RETURN
THE ENCLOSED PROXY PROMPTLY
SCHEID VINEYARDS INC.
By order of the Board of Directors
/s/ Alfred G. Scheid
Alfred G. Scheid
Chairman of the Board
and Chief Executive Officer
Marina del Rey, California
September 1, 2000
13
<PAGE>
REVOCABLE PROXY FOR CLASS A COMMON STOCK
SCHEID VINEYARDS INC.
ANNUAL MEETING OF STOCKHOLDERS -- SEPTEMBER 28, 2000
The undersigned stockholder(s) of Scheid Vineyards Inc. (the "Company")
hereby nominates, constitutes and appoints Alfred G. Scheid, Scott D. Scheid
and Heidi M. Scheid, and each of them, the attorney, agent and proxy of the
undersigned, with full power of substitution, to vote all shares of CLASS A
COMMON STOCK of the Company that the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the Marina Beach
Marriott, located at 4100 Admiralty Way, Marina del Rey, California 90292, at
2:00 p.m. (Pacific Daylight Time) on September 28, 2000, and any and all
adjournments or postponements thereof, with respect to the matters described
in the accompanying Proxy Statement, and in their discretion, on such other
matters which properly come before the meeting, as fully and with the same
force and effect as the undersigned might or could do if personally present
thereat, as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1. PROPOSAL NO. 1 / / AUTHORITY GIVEN / / WITHHOLD AUTHORITY
ELECTION OF DIRECTORS to vote for the nominees listed below to vote for the nominees.
(except as indicated to the contrary below).
</TABLE>
(INSTRUCTIONS: To withhold authority to vote for any nominee, strike a
line through such nominee's name below.)
JOHN L. CRARY
ROBERT P. HARTZELL
2. To transact such other business as may properly come before the Meeting
and any adjournment or adjournments or postponements thereof. Management
currently knows of no other business to be presented by or on behalf of the
Company or its Board of Directors at the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE ON THE
REVERSE SIDE OF THIS PROXY.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" FOR THE
ELECTION OF DIRECTORS. THE PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED
"AUTHORITY GIVEN" FOR THE ELECTION OF DIRECTORS UNLESS OTHER INSTRUCTIONS ARE
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTIONS.
IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Dated: ________________________________, 2000
______________________________________________
(Please print name)
______________________________________________
(Signature of Class A Stockholder)
______________________________________________
(Please print name)
______________________________________________
(Signature of Class A Stockholder)
Please date this Proxy and sign your name as
it appears on your stock certificates.
(Executors, administrators, trustees, etc.,
should give their full titles. All joint
owners should sign).
I do / / do not/ / expect to attend the Meeting.
Number of Persons:_________________
<PAGE>
REVOCABLE PROXY FOR CLASS B COMMON STOCK
SCHEID VINEYARDS INC.
ANNUAL MEETING OF STOCKHOLDERS -- SEPTEMBER 28, 2000
The undersigned stockholder(s) of Scheid Vineyards Inc. (the "Company")
hereby nominates, constitutes and appoints Alfred G. Scheid, Scott D. Scheid
and Heidi M. Scheid, and each of them, the attorney, agent and proxy of the
undersigned, with full power of substitution, to vote all shares of CLASS B
COMMON STOCK of the Company that the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the Marina Beach
Marriott, located at 4100 Admiralty Way, Marina del Rey, California 90292, at
2:00 p.m. (Pacific Daylight Time) on September 28, 2000, and any and all
adjournments or postponements thereof, with respect to the matters described
in the accompanying Proxy Statement, and in their discretion, on such other
matters which properly come before the meeting, as fully and with the same
force and effect as the undersigned might or could do if personally present
thereat, as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1. PROPOSAL NO. 1 / / AUTHORITY GIVEN / / WITHHOLD AUTHORITY
ELECTION OF DIRECTORS to vote for the nominees listed below to vote for the nominees.
(except as indicated to the contrary below).
</TABLE>
(INSTRUCTIONS: To withhold authority to vote for any nominee, strike a
line through such nominee's name below.)
ALFRED G. SCHEID
SCOTT D. SCHEID
HEIDI M. SCHEID
2. To transact such other business as may properly come before the meeting
and any adjournment or adjournments or postponements thereof. Management
currently knows of no other business to be presented by or on behalf of the
Company or its board of directors at the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE ON THE
REVERSE SIDE OF THIS PROXY.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" FOR THE
ELECTION OF DIRECTORS. THE PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED
"AUTHORITY GIVEN" FOR THE ELECTION OF DIRECTORS UNLESS OTHER INSTRUCTIONS ARE
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTIONS.
IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Dated: ________________________________, 2000
______________________________________________
(Please print name)
______________________________________________
(Signature of Class B Stockholder)
______________________________________________
(Please print name)
______________________________________________
(Signature of Class B Stockholder)
Please date this Proxy and sign your name as
it appears on your stock certificates.
(Executors, administrators, trustees, etc.,
should give their full titles. All joint
owners should sign).
I do / / do not/ / expect to attend the Meeting.
Number of Persons:_________________
