<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
U.S.A. FLORAL PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
same
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF USA FLORAL PRODUCTS, INC.]
April 9, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of U.S.A. Floral Products, Inc. to be held on Wednesday, May 5, 1999, at 10:00
a.m., at The Capital Hilton, 1001 16th Street, N.W., Washington, D.C.
The Annual Meeting will begin with a report on Company operations, followed
by discussion and voting on the matters described in the accompanying Notice
of Annual Meeting and Proxy Statement.
Please read the accompanying Notice of Annual Meeting and Proxy Statement
carefully. Whether or not you plan to attend, you can ensure that your shares
are represented and voted at the Annual Meeting by promptly completing,
signing, dating and returning the enclosed proxy card in the envelope
provided.
We look forward to seeing you on May 5th.
Sincerely,
/s/ Robert J. Poirier
Robert J. Poirier
Chairman of the Board and Chief
Executive Officer
<PAGE>
U.S.A. FLORAL PRODUCTS, INC.
1025 Thomas Jefferson Street, N.W.
Suite 300 East
Washington, D.C. 20007
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 1999
---------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of U.S.A. Floral
Products, Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, May 5, 1999, at 10:00 a.m., Eastern Daylight Savings Time, at The
Capital Hilton, 1001 16th Street, N.W., Washington, D.C., for the following
purposes:
1. To elect four Class II directors to serve for a term of three years
and until their respective successors are duly elected and qualified;
2. To ratify the selection of PricewaterhouseCoopers LLP, independent
accountants, to audit the books and accounts of the Company for the year
ending December 31, 1999; and
3. To transact such other business as may properly come before the Annual
Meeting and any and all adjournments and postponements thereof.
The Board of Directors of the Company has fixed the close of business on
March 19, 1999 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
or postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting.
A complete list of the stockholders entitled to vote at the Annual Meeting
will be available during ordinary business hours for examination by any
stockholder, for any purpose germane to the Annual Meeting, for a period of at
least ten days prior to the Annual Meeting, at the offices of the Company,
1025 Thomas Jefferson Street, N.W., Suite 300 East, Washington, D.C. 20007.
Whether or not you plan to attend the Annual Meeting, please complete, sign,
date and return the enclosed proxy card promptly. You are cordially invited to
attend the Annual Meeting in person. The return of the enclosed proxy card
will not affect your right to revoke your proxy or to vote in person if you do
attend the Annual Meeting.
By order of the Board of Directors
Jonathan J. Ledecky
Secretary
Washington, D.C.
April 9, 1999
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE IT,
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
<PAGE>
U.S.A. FLORAL PRODUCTS, INC.
1025 Thomas Jefferson Street, N.W.
Suite 300 East
Washington, D.C. 20007
---------------------
PROXY STATEMENT
---------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of U.S.A. Floral Products,
Inc., a Delaware corporation (the "Company"), for use at the Company's 1999
Annual Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Wednesday, May 5,
at 10:00 a.m., Eastern Daylight Savings Time, at The Capital Hilton, 1001 16th
Street, N.W., Washington, D.C., for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders (the "Notice"). This Proxy Statement,
together with the accompanying Notice and the enclosed proxy card, are first
being sent to stockholders on or about April 9, 1999.
Record Date; Voting Securities; Voting and Proxies
The Board has fixed the close of business on March 19, 1999 as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Annual Meeting (the "Record Date"). On the Record Date, there were
15,939,538 shares of Common Stock of the Company, par value $.001 per share
("Common Stock"), outstanding and entitled to vote. Each share of Common Stock
is entitled to one vote per share on each matter properly brought before the
Annual Meeting. Abstentions may be specified as to all proposals to be brought
before the Annual Meeting other than the election of directors.
Shares can be voted at the Annual Meeting only if the stockholder is present
in person or is represented by proxy. If the enclosed proxy card is properly
executed and returned prior to voting at the Annual Meeting, the shares
represented thereby will be voted in accordance with the instructions marked
thereon. In the absence of instructions, shares represented by executed
proxies will be voted as recommended by the Board. Brokers, banks and other
nominee holders will be requested to obtain voting instructions of beneficial
owners of stock registered in their names, and shares represented by a duly
completed proxy submitted by such a nominee holder on behalf of a beneficial
owner will be voted to the extent instructed by the nominee holder on the
proxy card. Rules applicable to nominee holders may preclude them from voting
shares held by them in nominee capacity on certain kinds of proposals unless
they receive voting instructions from the beneficial owners of the shares (the
failure to vote in such circumstances is referred to as a "broker non-vote").
The Board knows of no matters which are to be brought before the Annual
Meeting other than those set forth in the accompanying Notice. If any other
matters properly come before the Annual Meeting, the persons named in the
enclosed proxy card, or their duly appointed substitutes acting at the Annual
Meeting, will be authorized to vote or otherwise act thereon in accordance
with their judgment on such matters.
Any proxy may be revoked at any time prior to its exercise by attending the
Annual Meeting and voting in person, by notifying the Secretary of the Company
of such revocation in writing or by delivering a duly executed proxy bearing a
later date, provided that such notice or proxy is actually received by the
Company prior to the taking of any vote at the Annual Meeting.
The cost of solicitation of proxies for use at the Annual Meeting will be
borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone.
<PAGE>
Quorum; Votes Required
The presence at the Annual Meeting, in person or by proxy, of shares of
Common Stock representing at least a majority of the total number of shares of
Common Stock entitled to vote on the Record Date will constitute a quorum for
purposes of the Annual Meeting. Shares represented by duly completed proxies
submitted by nominee holders on behalf of beneficial owners will be counted as
present for purposes of determining the existence of a quorum (even if some
such proxies reflect broker non-votes). In addition, abstentions will be
counted as present for purposes of determining the existence of a quorum.
Under applicable Delaware law and the Company's Amended and Restated Bylaws
("Bylaws"), directors are to be elected by a plurality of the votes of the
shares of Common Stock present in person or represented by proxy at the Annual
Meeting. Accordingly, and in accordance with the Company's Bylaws, the four
nominees for election as directors who receive the highest number of votes
actually cast will be elected. Broker non-votes will be treated as shares that
neither are capable of being voted nor have been voted and, accordingly, will
have no effect on the outcome of the election of directors.
The remaining proposal to be brought before the Annual Meeting requires the
affirmative vote of a majority of the shares present and entitled to vote at
the Annual Meeting. Abstentions will be counted as shares present at the
Annual Meeting and will thus increase the minimum number of affirmative votes
necessary to approve this proposal. Because they will not be recorded as votes
in favor of this proposal, however, abstentions will have the effect of votes
against this proposal. Broker non-votes with respect to this proposal will be
treated as shares not capable of being voted on this proposal; accordingly,
broker non-votes will have no effect either on the minimum number of
affirmative votes necessary to approve this proposal or on the outcome of
voting on this proposal.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of directors (which is to
be not less than two) is to be determined from time to time by resolution of
the Board. The Board is currently composed of 11 persons.
Pursuant to the Company's Certificate of Incorporation, the members of the
Board are divided into three classes, designated Class I, Class II and Class
III. Each class is to consist, as nearly as may be possible, of one-third of
the total number of members of the Board. The term of the Class II directors
expires at the Annual Meeting. The term of the Class I directors will expire
at the 2001 Annual Meeting of Stockholders, and the term of the Class III
directors will expire at the 2000 Annual Meeting of Stockholders. At each
Annual Meeting, the directors elected to succeed those whose terms expire are
of the same class as the directors they succeed and are elected for a term to
expire at the third Annual Meeting of Stockholders after their election and
until their successors are duly elected and qualified. A director of any class
who is elected to fill a vacancy resulting from an increase in the number of
directors holds office for the remaining term of the class to which he is
elected and a director who is elected to fill a vacancy arising in any other
manner holds office for the remaining term of his predecessor.
The four incumbent Class II directors are nominees for election this year
for a three-year term expiring at the 2002 Annual Meeting of Stockholders. In
the election, the four persons who receive the highest number of votes
actually cast will be elected. The proxies named in the proxy card intend to
vote for the election of the four Class II nominees listed below unless
otherwise instructed. If a stockholder does not wish his or her shares to be
voted for a particular nominee, the stockholder must identify the exception in
the appropriate space provided on the proxy card, in which event the shares
will be voted for the other listed nominee. If any nominee becomes unable to
serve, the proxies may vote for another person designated by the Board or the
Board may reduce the number of directors. The Company has no reason to believe
that any nominee will be unable to serve.
2
<PAGE>
Set forth below is certain information with regard to the four nominees for
election as Class II directors and each continuing Class I and Class III
director.
Nominees for Election as Class II Directors
<TABLE>
<CAPTION>
Name and Age Principal Occupation and Directorships
------------ --------------------------------------
<C> <S>
Jeffrey Brothers................. Jeffrey Brothers has served as President of the
Age 39 Company's Monterey Bay operating unit since the
acquisition of Monterey Bay Bouquet, Inc. and Bay
Area Bouquets, Inc. ("Monterey Bay") in October 1997
and as a director of the Company since appointment
to the Board at its meeting in November 1997. Prior
to the acquisition of Monterey Bay by the Company,
Mr. Brothers served as President of Monterey Bay
since February 1993.
John T. Dickinson................ John T. Dickinson has served as President of the
Age 38 Company's American Florist operating unit since the
acquisition of American Florist Supply, Inc.
("American Florist") in October 1997 and as a
director of the Company since appointment to the
Board at its meeting in November 1997. Prior to the
acquisition of American Florist by the Company, Mr.
Dickinson served as President of American Florist
since 1994. Prior to 1994, Mr. Dickinson served in a
number of sales and marketing positions for General
Electric Company, most recently as an area sales
manager.
Theodore J. Leonsis.............. Theodore J. Leonsis has been a member of the Board
Age 43 since December 1998 and is also a director of
Preview Travel, Inc. and Proxicom, Inc. Mr. Leonsis
has been President of America Online Studios, a
division of America Online, Inc., since November
1996. Prior to that, Mr. Leonsis was President of
America Online Services Company, also a division of
America Online, Inc. from 1994 to 1996. Mr. Leonsis
was previously Chief Executive Officer of Redgate
Communications Corporation, a media marketing
company which was founded in 1987 and sold to
America Online, Inc. in 1994.
Gustavo Moreno................... Gustavo Moreno has served as President of the
Age 45 Company's Flower Trading operating unit since the
acquisition of Flower Trading Corporation ("Flower
Trading") in October 1997 and as a director of the
Company since appointment to the Board at its
meeting in November 1997. Prior to the acquisition
of Flower Trading by the Company, Mr. Moreno served
as President of Flower Trading since 1977.
</TABLE>
The Board unanimously recommends that stockholders vote FOR the election of
the four persons nominated to serve as Class II directors.
3
<PAGE>
Directors Continuing as Class I Directors--Term Expiring 2001
<TABLE>
<CAPTION>
Name and Age Principal Occupation and Directorships
------------ --------------------------------------
<C> <S>
Aaron J. Gellman................. Aaron J. Gellman has been a member of the Board
Age 68 since December 1998. Since January 1992, Dr. Gellman
has been the Director of the Transportation Center
at Northwestern University. Dr. Gellman is also a
Professor of Management and Strategy at Northwestern
University's Graduate School of Management and a
Professor of Industrial Engineering at Northwestern
University's McCormick School of Engineering and
Applied Science.
Ann Torre Grant.................. Ann Torre Grant has been a member of the Board since
Age 41 December 1998 and is also a director of Condor
Technology Solutions, Inc. ("Condor"), SLM Holding
Co. and its subsidiary, Sallie Mae, and Franklin
Mutual Series Mutual Funds. Ms. Grant has been a
strategic and financial consultant to Condor since
December 1997. Ms. Grant was Executive Vice
President and Chief Financial Officer of NHP,
Incorporated ("NHP"), a national real estate
services company, from February 1995 until the sale
of NHP in December 1997. From 1988 to February 1995,
Ms. Grant held various corporate finance positions
with U.S. Airways, serving as Vice President and
Treasurer from 1991 to 1995.
Peter Roy........................ Peter Roy has been a member of the Board since
Age 42 December 1998. Mr. Roy is also a director of Whole
Foods Market, Inc., a publicly traded operator of
specialty food stores and distribution centers. From
1993 to December 31, 1998, Mr. Roy served as
President of Whole Foods Market, Inc.
</TABLE>
4
<PAGE>
Directors Continuing as Class III Directors--Term Expiring 2000
<TABLE>
<CAPTION>
Name and Age Principal Occupation and Directorships
------------ --------------------------------------
<S> <C>
Robert J. Poirier................ Robert J. Poirier co-founded the Company in April
Age 47 1997 and has since served as its Chairman of the
Board, President and Chief Executive Officer. Mr.
Poirier served as Vice President of 1-800-FLOWERS
from 1993 until March 1997, and was most recently
responsible for that company's florist network
operations, consisting of 2,500 independent retail
florists. From 1989 to 1993, Mr. Poirier served as
Group Director of FTD. Mr. Poirier has been employed
in the floral products industry for 23 years, and
has extensive experience at all levels of the floral
distribution channel.
Jonathan J. Ledecky.............. Jonathan J. Ledecky co-founded the Company in April
Age 41 1997 and served as its Non-Executive Chairman of the
Board until September 1998. Mr. Ledecky founded U.S.
Office Products Company in October 1994 and served
as its Chairman and Chief Executive Officer from
inception through November 1997 and thereafter as a
director until May 1998. In February 1997, Mr.
Ledecky founded, and currently serves as Chairman of
the Board of Building One Services Corporation
(formerly Consolidation Capital Corporation). Mr.
Ledecky also currently serves as a director of
UniCapital Corporation, Aztec Technology Partners,
Inc., School Specialty, Inc., Workflow Management,
Inc., MicroStrategy Incorporated, Navigant
International, Inc., PowerRide Motorsports, Inc. and
the Ledecky Foundation. Mr. Ledecky is also the
general partner of Ironbound Partners LLC, a private
investment management firm, and a director of the
United States Chamber of Commerce.
Vincent W. Eades................. Vincent W. Eades has been a director of the Company
Age 40 since July 1997 and is also a director of UniCapital
Corporation and Building One Services Corporation.
Since its inception in March 1998, Mr. Eades has
served as the Chairman, President and Chief
Executive Officer of PowerRide Motorsports, Inc., a
company that will seek to become a leading retailer
of motorcycles and personal leisure vehicles through
a combination of consolidating, relocating and
expanding dealerships and opening new dealerships.
From April 1995 to March 1998, Mr. Eades served as
the Senior Vice President of Sales and Marketing for
Starbucks Coffee Co. Inc. For more than eleven years
prior to April 1995, Mr. Eades was associated with
Hallmark Cards Inc., most recently as a General
Manager.
Edward J. Mathias................ Edward J. Mathias has been a director of the Company
Age 57 since July 1997 and is also a director of U.S.
Office Products Company, Condor Technology
Solutions, Inc. and Sirrom Capital Corporation. Mr.
Mathias has served as Managing Director of the
Carlyle Group, a Washington, D.C. based merchant
bank, since 1993. From 1971 to 1993, Mr. Mathias was
associated with T. Rowe Price Associates, Inc., an
investment management organization, most recently as
a Managing Director.
</TABLE>
5
<PAGE>
Board of Directors and Committees
The Board met seven times during the fiscal year ended December 31, 1998
("Fiscal 1998"), in addition to conducting its affairs on several occasions by
written consent. The Board has established an Executive Committee, an Audit
Committee, a Compensation Committee, and a Nominating Committee.
The Executive Committee of the Board is authorized and empowered to take any
and all actions that the Board is permitted to take, other than (i) any action
that requires the consent of the lenders or their agent under the Company's
credit agreement or (ii) any action that involves the acquisition of the stock
or assets of, or merger or consolidation of the Company or any of its
subsidiaries with, any entity or group of entities in which the total
consideration to be paid by the Company equals or exceeds $15,000,000 in the
aggregate (whether in cash, stock, assumption of indebtedness or any
combination thereof). Directors Poirier, Ledecky, Mathias, Dickinson and
Moreno are currently members of the Executive Committee. The Executive
Committee did not meet during Fiscal 1998 but instead conducted business by
written consent.
The Audit Committee selects and engages on behalf of the Board the
independent public accountants to conduct the annual audit of the Company's
books and records, reviews the proposed scope of such audit, approves the
audit fees to be paid and reviews the Company's accounting and financial
controls with the independent public accountants and the Company's financial
and accounting staff. The Audit Committee also reviews and approves
transactions between the Company and its directors, officers and affiliates.
The Audit Committee currently consists of Directors Eades and Grant. In
addition to conducting business by written consent on several occasions, the
Audit Committee met twice during Fiscal 1998.
The Compensation Committee (i) sets the levels and terms of compensation for
the Company's executive officers, (ii) approves, on behalf of the Company,
entry into employment agreements with executive officers and other employees,
which embody terms reviewed and approved by the Compensation Committee, (iii)
sets performance and other goals upon the attainment of which performance-
based incentive compensation may be paid, (iv) verifies the attainment of such
goals and determines the incentive compensation to be awarded in respect of
such attainment, and (v) reports to the Company's stockholders on executive
compensation as required by applicable rules and regulations of the Securities
and Exchange Commission. Directors Ledecky and Mathias are currently the
members of the Compensation Committee. In addition to conducting business by
written consent on several occasions, the Compensation Committee met two times
during Fiscal 1998.
The Nominating Committee proposes and reviews individuals to be nominated
for election to the Board. The Nominating Committee currently consists of
Directors Mathias and Roy. The Nominating Committee will consider nominees
recommended by stockholders. Stockholders may submit nominations to Chairman,
Nominating Committee, care of Secretary, U.S.A. Floral Products, Inc., 1025
Thomas Jefferson Street, N.W., Suite 300 East, Washington, D.C. 20007. In
addition to conducting business by written consent on several occasions, the
Nominating Committee met one time during Fiscal 1998.
No director currently in office attended fewer than 75% of the total number
of meetings of the Board during Fiscal 1998.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board has selected PricewaterhouseCoopers LLP to serve as the Company's
principal accountants for the fiscal year ending December 31, 1999. A
representative of PricewaterhouseCoopers LLP will be present at the Annual
Meeting and will have the opportunity to make a statement, if such person
desires to do so, and to respond to appropriate questions.
The proposal to ratify the selection of PricewaterhouseCoopers LLP will be
approved by the stockholders if it receives the affirmative vote of a majority
of the shares present and entitled to vote on the proposal.
The Board unanimously recommends a vote FOR ratification of the selection of
PricewaterhouseCoopers LLP as independent accountants.
6
<PAGE>
EXECUTIVE COMPENSATION
Executive Compensation Summary
The following table sets forth information regarding compensation of the
Company's Chief Executive Officer and other executive officers of the Company
whose compensation is required to be disclosed (the "Named Executive
Officers") for Fiscal 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
----------------------------- ------------
Other Securities
Annual Underlying
Name and Principal Position Year Salary Bonus Compensation Options (#)
--------------------------- ---- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert J. Poirier.............. 1998 $160,570 $60,000 $16,990(2) 385,000
Chairman of the Board,
President
and Chief Executive Officer 1997 $112,519 $ 0 $26,489(3) 110,000
Christopher Wilson (1)......... 1998 $ 78,440 $20,000 $37,500(4) 50,000
Chief Operating Officer 1997 0 0 0 0
Raymond C. Anderson............ 1998 $167,935 $60,000 $ 6,000(5) 20,000
Chief Information Officer and
Vice President 1997 $ 40,383 $ 0 $ 1,500(5) 50,000
</TABLE>
- --------
(1) Mr. Wilson joined the Company in the second half of 1998, as did Messrs.
Ferguson and Kipphut, the Company's Vice Chairman and Chief Financial
Officer, respectively, who are not mentioned in the table above.
(2) Consists of a car allowance of $6,990 and deferred compensation of
$10,000.
(3) Consists of a housing allowance of $20,000, a car allowance and a
relocation/moving allowance.
(4) Consists of a relocation/moving allowance of $34,300 and a car allowance.
(5) Consists of a car allowance.
Option Grants in Last Fiscal Year
The following table sets forth certain information with respect to the grant
of options to the Named Executive Officers during Fiscal 1998 and the value of
options held at December 31, 1998.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Option Price Appreciation for
Underlying Granted Exercise or Option Term (3)
Options to Employees Base Price Expiration -----------------------
Name Granted (#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- -------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Poirier....... 325,000(1) 20.7 18.875 1/2008 3,857,875 9,776,614
60,000(2) 3.8 6.000 10/2008 226,402 573,747
Christopher Wilson...... 50,000(1) 3.2 12.125 8/2008 381,267 966,206
Raymond C. Anderson..... 20,000(1) 1.3 18.875 1/2008 237,408 601,638
</TABLE>
- --------
(1) All options vest in 25% annual installments over four years commencing on
the first anniversary of the date of grant.
(2) Options to purchase 60,000 shares are immediately exercisable.
(3) The potential realizable value is based on the assumed annual rates of
stock price appreciation being applied to the above exercise prices. Such
information is shown for informational purposes and does not represent an
estimate or prediction of the Company's future stock price.
7
<PAGE>
Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option
Value Table
The following table summarizes the value at December 31, 1998 of all shares
subject to options granted to the Named Executive Officers of the Company to
the extent not then exercised, and information concerning option exercises, if
any, during Fiscal 1998.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End at Fiscal Year End (1)
acquired Value ------------------------------ -------------------------
on Realized Exercisable Unexercisable Exercisable Unexercisable
Name Exercise(#) ($) (#) (#) ($) ($)
---- ----------- -------- ------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Poirier....... 0 0 132,500 362,500 330,000 0
Christopher Wilson...... 0 0 0 50,000 0 50,000
Raymond C. Anderson..... 0 0 12,500 57,500 43,750 131,250
</TABLE>
- --------
(1) The value of the Common Stock at December 31, 1998 was $11.50 per share.
Arrangements Regarding Employment
Effective as of December 1, 1998, the Company entered into an employment
agreement (the "Agreement") with Robert J. Poirier, which superseded a prior
employment agreement, dated April 22, 1997 and amended on August 6, 1997 (the
"Prior Agreement") pursuant to which the Company agreed to employ Mr. Poirier
as Chairman of the Board, President and Chief Executive Officer for a term of
three years at an annual base salary of $500,000. Pursuant to the terms of the
Prior Agreement, Mr. Poirier: (i) was granted an option on October 9, 1997 to
purchase 110,000 shares of Common Stock at an exercise price equal to the
initial public offering ("IPO") price of $13.00 per share, which was fully
vested and immediately exercisable as to 60,000 shares, and which shall vest
and become exercisable with respect to 12,500 additional shares on each of the
first four anniversaries of the date of the grant; and (ii) was granted an
immediately exercisable option in October 1998 to purchase an additional
60,000 shares at an exercise price equal to the then current market value per
share. The Agreement includes a one-year post-employment non-competition
provision. Under the Agreement, Mr. Poirier is eligible to receive an
incentive cash bonus based upon the Company's success in exceeding its
earnings targets. If Mr. Poirier is terminated without cause, he is entitled
to receive his base salary, plus benefits, for the period remaining in the
term of the Agreement or a one-year period following the termination,
whichever is longer, and all unvested options will become fully vested and
remain exercisable for the three-year period following the termination.
Notwithstanding the foregoing, should Mr. Poirier be terminated without cause
within a two-year period following a change in control (as defined in the
Company's 1997 Long-Term Incentive Plan (the "Incentive Plan")) in lieu of the
payment described in the previous sentence, Mr. Poirier shall receive within
five days of such termination, a lump sum payment equal to three times his
annual base salary at the time of the termination or the change in control,
whichever is greater, plus coverage under the Company's insured welfare
arrangements on the same basis as such benefits were provided at the time of
such termination for three years.
Effective October 1, 1998, the Company entered into a two-year employment
agreement with Dwight Ferguson pursuant to which the Company agreed to employ
Mr. Ferguson as Vice Chairman at an annual base salary of $220,000 plus a
bonus based upon the performance of the Company. Pursuant to the employment
agreement, the Company also granted Mr. Ferguson an option to purchase 50,000
shares of Common stock at an exercise price of $5.00 per share, and which
shall vest at a rate of 25% per year commencing one year from the date of
grant. The agreement also includes a two-year post-employment non-competition
provision. If Mr. Ferguson is terminated without cause, he is entitled to
receive accelerated vesting of options to purchase shares of Common Stock then
held by him, as well as his base salary plus benefits for 12 months.
Effective August 4, 1998, the Company entered into a two-year employment
agreement with Christopher E. Wilson pursuant to which the Company agreed to
employ Mr. Wilson as Chief Operating Officer at an annual base salary of
$160,000 plus a bonus based upon the performance of the Company. Pursuant to
the Unanimous Written Consent of the Compensation Committee of the Board,
dated December 25, 1998, Mr. Wilson's annual
8
<PAGE>
base salary was increased to $200,000 effective January 1, 1999. Pursuant to
the employment agreement, the Company also granted Mr. Wilson an option to
purchase 50,000 shares of Common Stock at an exercise price of $12.125 per
share, and which shall vest at a rate of 25% per year commencing one year from
the date of grant. The agreement also includes a two-year post-employment non-
competition provision. If Mr. Wilson is terminated without cause, he is
entitled to receive accelerated vesting of options to purchase shares of
Common Stock then held by him, as well as his base salary plus benefits for
the greater of (i) the remainder of the term of employment or (ii) 12 months.
Effective September 28, 1998, the Company entered into a two-year employment
agreement with W. Michael Kipphut pursuant to which the Company agreed to
employ Mr. Kipphut as Chief Financial Officer beginning on October 19, 1998 at
an annual base salary of $200,000 plus a bonus based upon the performance of
the Company. Pursuant to the employment agreement, the Company also granted
Mr. Kipphut an option to purchase 50,000 shares of Common Stock at an exercise
price of $6.625 per share, and which shall vest at a rate of 25% per year
commencing one year from the date of grant. The agreement also includes a two-
year post-employment non-competition provision. If Mr. Kipphut is terminated
without cause or in the event he terminates his employment for "good reason,"
as defined in the employment agreement, he is entitled to receive accelerated
vesting of options to purchase shares of Common Stock then held by him, as
well as his base salary plus benefits for 12 months.
Upon consummation of the IPO, the Company entered into a two-year employment
agreement with Raymond C. Anderson, who was then the Company's Chief Financial
Officer. Mr. Anderson was named Chief Information Officer and Vice President
in October 1998. The employment agreement provides for an annual base salary
of $150,000 (which was later increased to $170,000) for a term of two years,
plus a bonus based upon the performance of the Company. The agreement also
includes a two-year post-employment non-competition provision. In addition,
Mr. Anderson was granted an option on October 9, 1997 to purchase 50,000
shares of Common Stock with an exercise price equal to $8.00 per share, which
option vests over a four year period from the date of grant. If Mr. Anderson
is terminated without cause, he is entitled to receive accelerated vesting of
vested options to purchase shares of Common Stock then held by him, as well as
his base salary plus benefits for the greater of (i) the remainder of the term
or (ii) 12 months.
Compensation of Directors
Directors who are not currently receiving compensation as officers,
employees or consultants of the Company or its subsidiaries are entitled to
receive an annual retainer fee of $25,000, plus reimbursement of expenses for
each meeting of the Board and each committee meeting that they attend in
person. In addition, non-employee directors receive an option to acquire
21,000 shares when elected to the Board and an option to acquire 6,000 shares
on the day after each Annual Meeting of the Company's stockholders, each
subject to adjustments, under the provisions of the Company's 1997 Non-
Employee Directors' Stock Plan.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are Messrs. Ledecky and Mathias.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is pleased to present its
report on compensation of the Company's executive officers.
General. The Committee is responsible for approving and reviewing with the
Board the compensation of the Company's executive officers and certain other
management personnel. This includes compensation awarded in the form of cash
bonuses and equity-based incentives. The Committee also is responsible for
approving contractual arrangements between the Company and such executive
officers and management personnel, and for administering the Company's stock
benefit plans, including the Incentive Plan.
9
<PAGE>
The Committee believes that compensation must be competitive, as well as
directly and materially linked to the Company's performance. In administering
the Company's compensation program, the Committee's objectives include the
following: attracting and retaining executive talent; motivating executives to
maximize operating performance; measuring performance on both an individual
and a Company-wide basis; reflecting the Company's success in meeting growth
and profitability targets; and linking executive and stockholder interests
through the grant of options.
The key components of the Company's executive compensation program consist
of salary and annual incentive bonuses (which represent the short-term
compensation components of the program) and options (which represent the long-
term compensation components). The Committee's policy with respect to each of
these elements, including the basis of the compensation awarded to Mr.
Poirier, the Company's Chairman of the Board, President and Chief Executive
Officer (the "CEO"), is discussed below.
Since the Company's inception, the Committee has striven to balance the cash
compensation needed to attract, motivate and retain executive talent with
long-term incentives through the grant of options with multi-year vesting
schedules. In the Committee's judgment, this approach tends to align the
interests of management most closely with those of the Company's stockholders.
Base Salary. In setting base salaries for new executive officers, the
Committee takes into account the background and qualifications of the new
executives, the base salary levels of the Company's other executive officers
and the salaries that the Company's competitors (which are often private
companies, or public companies in other distribution industries with which the
Company competes from time to time for executive talent) are paying to
executives employed in comparable positions.
Annual Incentive Bonus. At the end of the fiscal year, the Committee decides
whether to award incentive bonuses to executive officers, based on the
Company's success in achieving growth and profitability targets and
recommendations made by the Company's CEO. Bonuses for 1998 were determined
primarily by measuring an officer's performance and the Company's overall
performance against target performance levels, typically based on: (i) the
executive's overall performance and contribution to the Company's growth and
profitability; (ii) the Company's overall profitability; (iii) the Company's
internal revenue growth; and (iv) the Company's revenue growth due to
acquisitions. For 1999, the Company has established a bonus structure with the
senior executives, which correlates annual cash bonuses to the Company's
success in exceeding its earnings targets. The Committee believes that
earnings performance is an appropriate short and intermediate-term goal that
can encompass the interests of both the Company's business model and the
Company's stockholders.
Incentive Plan. The Company's Incentive Plan is intended to provide officers
(including those who are also directors), key employees and consultants with
additional incentives by increasing their ownership interests in the Company
and thereby focusing such individuals' efforts on the long-term goals of the
Company and the maximization of total return to stockholders. In particular,
the Company has used the Incentive Plan as a means to create incentives for
managers at the operating unit level, principally through the award of options
to managers and other employees of each operating subsidiary in conjunction
with consummation of the acquisition of that operating subsidiary.
In administering the Incentive Plan, the Committee selects, with the advice
of the CEO, the individuals who will receive awards, and determines the type
and number of awards and the terms and conditions of those awards (including
exercise prices, vesting and forfeiture conditions, performance conditions and
periods during which awards will remain outstanding).
The Committee believes that aligning management's interests with those of
the Company's stockholders is an important element of the Company's approach
to executive compensation. Options align the interests of employees with those
of stockholders by providing value to the executive through stock price
appreciation. The Committee is cognizant of the possible adverse impact upon
the incentive provided by options that were granted at exercise prices in
excess of the prices at which the Company's common stock has traded from time
to time
10
<PAGE>
during 1998, and considers carefully the most appropriate ways in which to
keep employees generally, and executives particularly, well motivated to
enhance the Company's performance and stockholder value over the long term.
Generally, the options granted during Fiscal 1998 (which include options
under the Incentive Plan and options granted outside the Incentive Plan) have
10-year terms and are exercisable at the fair market value of the Company's
stock on the date of grant, beginning one year from the date of grant and
vesting thereafter in cumulative yearly amounts of 25% of the shares granted.
Certain of the options granted to executives during Fiscal 1998 varied from
this general practice, in circumstances where the Committee believed such
variances to be appropriate and in the Company's interests. See "Executive
Compensation --Option Grants in Last Fiscal Year." Of the 1,202,435 options
granted to employees during Fiscal 1998, options to purchase 570,000 shares of
the Company's stock, or approximately 47.4% of the options granted during the
year, were granted to executive officers.
Options may be awarded periodically at the discretion of the Committee,
which takes into account the advice of the Company's CEO. The size of such
grants, in general, will be evaluated by regularly assessing competitive
market practices, the recipient's position and level of responsibility within
the Company and the Company's overall performance. Grants will also take into
account the differential between the levels of cash compensation paid by the
Company as compared to those of its competitors, including competitors for
management talent.
The Committee intends, to the extent possible, that options and other
equity-based awards granted to executive officers under the Incentive Plan be
deductible for federal tax purposes. Stock option awards granted under the
Incentive Plan are deductible in accordance with Section 162(m) of the
Internal Revenue Code of 1986, as amended.
Compensation of the CEO. As discussed above under "Arrangements Regarding
Employment," Mr. Poirier's base salary was originally determined in the arm's-
length negotiation of an employment agreement prior to the Company's IPO in
October 1997. In late 1998, following the consummation of the Company's
acquisition of the businesses of Florimex Worldwide GmbH ("Florimex"), the
Committee began to reevaluate the appropriateness of Mr. Poirier's base
salary, as well as the other terms and conditions of his employment, in light
of (i) the dramatic growth in the breadth of the Company's operations
resulting from the extensive domestic acquisition program carried on by the
Company since its inception, (ii) the Company's rapid international expansion
and the accompanying veritable doubling in size of the Company's annualized
run-rate revenues resulting from the acquisition of the Florimex businesses in
the autumn of 1998, (iii) the compensation that the Company was compelled to
pay in 1998 in order to obtain qualified and experienced senior management
personnel who report directly to Mr. Poirier, which compensation was generally
higher than the compensation that Mr. Poirier was contractually entitled to
receive under the Prior Agreement, (iv) the compensation levels paid to the
chief executive officers of other publicly traded companies in similar
industries, and (v) Mr. Poirier's commitment and dedication to the Company and
his hard work on its behalf since its inception. As a result of its
reevaluation, the Committee determined to negotiate with Mr. Poirier to revise
and extend the Prior Agreement.
Effective December 1, 1998, the Company entered into an employment agreement
with Mr. Poirier described above under "Arrangements Regarding Employment."
The Agreement provides for an increase in base compensation from $160,000 to
$500,000. The Committee considered the compensation of chief executive
officers of similarly situated companies of comparable size, and determined
that Mr. Poirier's new compensation level was near the midpoint of the
compensation for chief executive officers of companies having comparable
annualized revenues to those of the Company (including the Florimex
businesses). By raising Mr. Poirier's base compensation significantly, the
Committee believed that it was recognizing Mr. Poirier for his efforts and
success in building the Company from inception, while preserving considerable
flexibility for the Committee to consider additional increases in the future
if Mr. Poirier provides sustained and consistent excellence in leadership.
11
<PAGE>
Under the Agreement, Mr. Poirier is eligible to receive a cash bonus based
upon the Company's success in exceeding its earnings targets. This bonus
structure is now consistent with the bonus arrangements that were negotiated
between the Company and the executive officers who were hired in the second
half of 1998 as the Company focused on building its senior management team.
The Committee believes that consistency among the bonus structures applicable
to senior executives can lead to team-building among those executives and to
the coordination of their efforts and goals in seeking to achieve the short
and intermediate-term objectives of the Company.
The Agreement also extends the term of employment from an expiration date of
April 22, 1999 to an expiration date of December 1, 2001. Moreover, under the
Agreement, Mr. Poirier is bound by non-competition and non-solicitation
provisions that were not present in the Prior Agreement. In light of Mr.
Poirier's key role within the Company, the Committee believed that it was
important to secure the benefits of Mr. Poirier's services and professional
efforts for a longer period of time than had originally been agreed upon, and
to seek to limit the ability of a competitor to benefit from Mr. Poirier's
knowledge and expertise following any cessation of employment.
Finally, on January 27, 1998, the Committee granted Mr. Poirier options to
purchase 325,000 shares of the Company's Common Stock at an exercise price of
$18.875 per share, and on October 16, 1998, the Committee granted Mr. Poirier
options to purchase 60,000 shares of the Company's Common Stock at an exercise
price of $6.00 per share. The 60,000 share option grant had been agreed upon
as part of the Prior Agreement; the 325,000 share option grant reflected the
Committee's consistent belief that the interests of senior management
generally, and the CEO particularly, should be closely aligned with the
interests of the Company's stockholders. In making this grant, the Committee
was cognizant of Mr. Poirier's significant shareholdings, as well as the level
of his cash compensation, and considered the appropriate level of stock
ownership and option holdings relative to Mr. Poirier's total compensation and
incentive package.
The Compensation Committee
Edward J. Mathias Jonathan J. Ledecky
12
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 15, 1999 held by each
person who is known by the Company to have been the beneficial owner of more
than five percent of the Company's Common Stock on such date, by each director
and Named Executive Officer of the Company and by all directors and Executive
Officers of the Company as a group (based on 15,939,538 shares of Common Stock
outstanding as of such date).
<TABLE>
<CAPTION>
Shares Owned
-----------------
Name and Address of Beneficial Owner Number Percent
------------------------------------ --------- -------
<S> <C> <C>
Jonathan J. Ledecky (1)..................................... 1,485,000 9.3
c/o U.S.A. Floral Products, Inc.
1025 Thomas Jefferson Street, N.W.
Suite 300 East
Washington, D.C. 20007
Robert J. Poirier (2)....................................... 1,226,756 7.7
c/o U.S.A. Floral Products, Inc.
1025 Thomas Jefferson Street, N.W.
Suite 300 East
Washington, D.C. 20007
Christopher Wilson.......................................... 868 *
Raymond C. Anderson (3)..................................... 12,500 *
Vincent W. Eades (4)........................................ 32,000 *
Theodore J. Leonsis......................................... -0- *
Aaron J. Gellman............................................ -0- *
Ann Torre Grant (5)......................................... 5,000 *
Edward J. Mathias (6)....................................... 142,000 *
Peter Roy................................................... 4,000 *
Jeffrey Brothers (7)........................................ 83,375 *
John T. Dickinson (8)....................................... 155,231 *
Gustavo Moreno (9).......................................... 34,900 *
All directors and executive officers, 16 persons as a group
(10)....................................................... 3,188,234 20.0
</TABLE>
- --------
* Less than 1%
(1) Includes 125,000 shares which may be acquired within 60 days of March 15,
1999 pursuant to the exercise of options.
(2) Includes 213,750 shares which may be acquired within 60 days of March 15,
1999 pursuant to the exercise of options. Also includes 200,000 shares
held by trusts for the benefit of Mr. Poirier's spouse and children, 506
shares held by Mr. Poirier's spouse and 17,500 shares which may be
acquired by Mr. Poirier's spouse within 60 days of March 15, 1999. Mr.
Poirier disclaims beneficial ownership of all such trusts' shares and his
spouse's shares.
(3) All shares may be acquired within 60 days of March 15, 1999 pursuant to
the exercise of options.
(4) Includes 27,000 shares which may be acquired within 60 days of March 15,
1999 pursuant to the exercise of options.
13
<PAGE>
(5) All such shares are held in the IRA account of Ms. Grant's spouse. Ms.
Grant disclaims beneficial ownership of such shares.
(6) Includes 27,000 shares which may be acquired within 60 days of March 15,
1999 pursuant to the exercise of options. Also includes 50,000 shares
owned by Mr. Mathias' daughter. Mr. Mathias disclaims beneficial
ownership of such shares.
(7) Includes 12,500 shares which may be acquired within 60 days of March 15,
1999 pursuant to the exercise of options.
(8) Includes 12,500 shares which may be acquired within 60 days of March 15,
1999 pursuant to the exercise of options.
(9) Includes 12,500 shares which may be acquired within 60 days of March 15,
1999 pursuant to the exercise of options.
(10) Includes an aggregate of 460,250 shares which may be acquired within 60
days of March 15, 1999 pursuant to the exercise of options.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Set forth below is a description of certain transactions and relationships
between the Company and certain persons who are officers, directors and
principal stockholders of the Company.
Mr. Dickinson
Mr. Dickinson has an ownership interest in a rose farm in Ecuador ("Meadow
Flowers"). Mr. Dickinson's spouse is the sole stockholder of Farm Direct
Flowers, Inc., which has a 13.5% interest in Meadow Flowers. American Florist
purchases roses, as well as other types of flowers, from Meadow Flowers. For
Fiscal 1998, purchases from Meadow Flowers totaled approximately $205,000. The
Company continues to purchase roses from Meadow Flowers and believes that the
terms of the purchases made from Meadow Flowers are no less favorable than
those the Company could obtain from an unaffiliated third party.
Mr. Brothers
Mr. Brothers has a 40% interest in the entity that owns the property which
Monterey Bay leases. The lease, which terminates December 31, 1999, provides
for monthly rental payments of $12,000. Mr. Brothers has a 50% interest in
Brothers Floral Associates, a vendor to Monterey Bay.
Employment Agreements with Certain Executives of Operating Units who are also
Directors
The Company, through its wholly owned subsidiaries, has entered into
employment agreements with certain of the individuals principally responsible
for management of the operating units. Described below are those employment
agreements of individuals who are directors of the Company. Each of the
agreements described below provides that the employee (i) will receive a
specified base salary, (ii) will be employed for a two-year period, (iii)
agrees to not compete with the Company for two years following termination of
employment and (iv) is eligible for an annual bonus of up to 100% of base
salary based in part on the performance of the applicable operating unit and
in part upon the performance of the Company. Jeffrey Brothers' employment
agreement with the Company's Monterey Bay operating unit provides that Mr.
Brothers will be employed for a two-year period with a base salary of
$170,000. In addition, Mr. Brothers was granted Options to purchase 50,000
shares of Common Stock with an exercise price equal to the IPO price of $13.00
per share. John T. Dickinson's employment agreement with the Company's
American Florist operating unit provides that Mr. Dickinson will be employed
for a two-year period with a base salary of $150,000. In addition, Mr.
Dickinson was granted options to purchase 50,000 shares of Common Stock, with
an exercise price equal to the IPO price
14
<PAGE>
of $13.00 per share. Gustavo Moreno's employment agreement with the Company's
Flower Trading operating unit provides that Mr. Moreno will be employed for a
two-year period with a base salary of $270,000. For Fiscal 1998, Directors
Dickinson and Moreno each were paid bonuses of $20,000.
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE OCTOBER 10, 1997
The following graph shows the cumulative total stockholder return on the
Common Stock from the Company's IPO price on October 10, 1997 through December
31, 1998, as compared to the returns of the Nasdaq National Market Composite
Index and the Nasdaq 100 Index. The graph assumes that $100 was invested in the
Common Stock on October 10, 1997 and in the Nasdaq National Market Composite
Index and the Nasdaq 100 Index and assumes reinvestment of dividends.
[COMPARISON GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
October 10, 1997 December 31, 1997 December 31, 1998
---------------- ----------------- -----------------
<S> <C> <C> <C>
U.S.A. Floral Products,
Inc...................... 100 121 88
Nasdaq National Market
Composite Index.......... 100 90 127
Nasdaq 100 Index.......... 100 87 161
</TABLE>
15
<PAGE>
OTHER MATTERS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(the "Act"), stockholders may present proper proposals for inclusion in the
Company's proxy statement and for consideration at the next Annual Meeting of
Stockholders by submitting such proposals to the Company in a timely manner.
In order to be so included for the 2000 Annual Meeting of Stockholders,
stockholder proposals must be received by the Secretary of the Company at is
principal executive offices no later than December 8, 1999 and must otherwise
comply with the requirements of Rule 14a-8.
Under Section 16(a) of the Act, the Company's directors, officers, and
persons who are directly or indirectly the beneficial owners of more than 10%
of the Common Stock of the Company are required to file with the Securities
and Exchange Commission (the "Commission"), within specified monthly and
annual due dates, a statement of their initial beneficial ownership and all
subsequent changes in ownership of Common Stock. Rules of the Commission
require such persons to furnish the Company with copies of all Section 16(a)
forms they file. Based solely upon a review of such forms, the Company
believes that, during Fiscal 1998, all such persons complied with all
applicable filing requirements.
The Company's Annual Report to Stockholders for the Fiscal 1998, including
consolidated financial statements, is being mailed to all stockholders
entitled to vote at the Annual Meeting together with this Proxy Statement. The
Annual Report does not constitute a part of this Proxy Statement.
16
<PAGE>
PROXY
U.S.A. FLORAL PRODUCTS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1999
The undersigned stockholder of U.S.A. Floral Products, Inc. (the "Company")
hereby appoints Robert J. Poirier and W. Michael Kipphut, and each of them, as
the attorneys and proxies of the undersigned, with full power of substitution,
to vote all shares of Common Stock, par value $.001 per share, of the Company
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of the Company, to be held at The Capital Hilton,
1001 16th Street, N.W., Washington, D.C., on Wednesday, May 5, 1999, commencing
at 10:00 a.m., Eastern Daylight Savings Time, and at any adjournment or
postponement thereof, as follows:
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE>
U.S.A. FLORAL PRODUCTS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of Class II Directors: FOR all nominees WITHHOLD To withhold
Nominees: Jeffrey Brothers, John T. listed (except AUTHORITY authority to vote for
Dickinson, Theodore J. Leonsis, and those for whom TO VOTE FOR any nominee, write
Gustavo Moreno. authority is being ALL the name of the
withheld) NOMINEES nominee below:
/ / / / ------------------
2. Proposal to ratify the appointment For Against Abstain
of PricewaterhouseCoopers LLP,
independent certified accounts, to
audit the books and accounts of the
Company for the year ending
December 31, 1999.
/ / / / / /
</TABLE>
In their discretion, the proxy holders are authorized to vote upon such other
matters as may properly come before the meeting.
UNLESS OTHERWISE SPECIFIED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY WILL
BE VOTED "FOR" THE ELECTION AS CLASS II DIRECTORS OF ALL THE NOMINEES LISTED AND
"FOR" PROPOSAL 2.
Dated:____________________, 1999
__________________________________
Signature of Stockholder
__________________________________
Signature of Stockholder
NOTE: Please sign this proxy exactly as name(s) appear on your stock
certificate. When signing as attorney-in-fact, executor, administrator, trustee
or guardian, please add your title as such, and if signer is a corporation,
please sign with full corporate name by a duly authorized officer or officers
and affix the corporate seal. Where stock is issued in the name of two (2) or
more persons, all such persons should sign.
IMPORTANT: PLEASE SIGN, DATE AND RETURN PROMPTLY.
