AGRITOPE INC, DEF 14A, 1998-01-27

AGRITOPE INC
DEF 14A, 1998-01-27
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

AGRITOPE, INC.
--------------
(Name of Registrant as Specified in Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement if other than 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:

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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):

---------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

---------------------------------------------------------

(5) Total fee paid:

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<PAGE>

| | 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:

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(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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<PAGE>

AGRITOPE, INC.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
-----------------------

January 26, 1998

Dear Stockholder:

You are cordially invited to attend Agritope's 1998 annual meeting of
stockholders to be held at 9 a.m. on Monday, February 23, 1998, at the Oregon
Museum of Science and Industry (OMSI), 1945 S.E. Water Avenue, Portland, Oregon.
Your Board of Directors and management look forward to personally greeting those
present. At the meeting, you will be asked to elect two Class 1 directors to
serve on the Board of Directors until Agritope's 2001 annual meeting of
stockholders, and to transact such other business as may properly come before
the meeting, or any adjournment thereof. Holders of Series A Preferred Stock
will also be electing one director to serve until the 1999 annual meeting of
stockholders.

Your Board of Directors has approved the nominees for director named in
the enclosed proxy statement and recommends that you vote FOR their election to
the Board of Directors.

Your vote is very important, regardless of the number of shares you
own. Whether or not you plan to attend the annual meeting in person, we urge you
to mark, sign, date and mail the enclosed proxy card promptly in the
accompanying postage prepaid envelope. We encourage you to attend the annual
meeting and vote in person even if you have previously mailed your proxy card.

Sincerely,

/s/ Adolph J. Ferro, Ph.D

Adolph J. Ferro, Ph.D.
Chairman of the Board,
President and Chief Executive Officer

<PAGE>

AGRITOPE, INC.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
--------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 23, 1998
--------------

To the Stockholders of Agritope, Inc.:

The annual meeting of stockholders of Agritope, Inc., a Delaware
corporation (the "Company"), will be held at 9 a.m. at the Oregon Museum of
Science and Industry (OMSI), 1945 S.E. Water Avenue, Portland, Oregon 97214, on
Monday, February 23, 1998, for the following purposes:

1. Holders of Common Stock and Series A Preferred Stock will elect
two Class 1 directors to serve until the 2001 annual meeting of
stockholders.

2. The holder of Series A Preferred Stock will elect one director to
serve until the 1999 annual meeting of stockholders.

3. Stockholders will consider such other business as may properly
come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the proxy statement
accompanying this Notice.

Only holders of Common Stock and Series A Preferred Stock of record at
the close of business on January 20, 1998 will be entitled to notice of, and to
vote at, the annual meeting of stockholders and any adjournment or postponement
thereof. Stockholders may vote in person or by proxy. A list of stockholders
entitled to vote at the meeting will be available for examination by
stockholders at the time and place of the meeting and, for a period of 10 days
prior to the meeting, at the Company's offices at 8505 S.W. Creekside Place,
Beaverton, Oregon 97008.

By Order of the Board of Directors

Gilbert N. Miller
Secretary

January 26, 1998
Beaverton, Oregon

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE
PROVIDED. RETURNING YOUR PROXY DOES NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE
MEETING AND TO VOTE YOUR SHARES IN PERSON.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

AGRITOPE, INC.
8505 S.W. Creekside Place
Beaverton, Oregon 97008

---------------

PROXY STATEMENT

This proxy statement is being mailed on or about January 26, 1998 to
stockholders of Agritope, Inc., a Delaware corporation (the "Company" or
"Agritope"), in connection with the solicitation of proxies in the accompanying
form ("Proxies") by the Company's Board of Directors (the "Board") for use at
the annual meeting of stockholders to be held at 9 a.m. on February 23, 1998, at
the Oregon Museum of Science and Industry (OMSI), 1945 S.E Water Avenue,
Portland, Oregon 97214, and at any adjournment or postponement thereof (the
"Annual Meeting"), pursuant to the accompanying Notice of Annual Meeting of
Stockholders.

On December 30, 1997, Agritope was spun off from Epitope, Inc., an
Oregon corporation ("Epitope"). At that time, Agritope ceased to be a wholly
owned subsidiary of Epitope and became an independent public company.

PROXIES

All valid Proxies properly executed and received by the Company prior
to the Annual Meeting will be voted in accordance with the instructions
specified in the Proxy. Where no instructions are given, shares will be voted
FOR the election of each of the named nominees for director.

Stockholders may revoke the authority granted by their Proxies at any
time before the meeting by notice in writing delivered to the Secretary of the
Company, by submitting a subsequently dated Proxy, or by attending the meeting,
withdrawing the Proxy and voting in person.

At the meeting, action will be taken on the matters set forth in the
accompanying Notice of Annual Meeting of Stockholders and described in this
proxy statement. The Board knows of no other matters to be presented for action
at the meeting. If any other matters do properly come before the meeting, the
persons named in the Proxy will have discretionary authority to vote thereon in
accordance with their best judgment.

The cost of soliciting Proxies will be borne by the Company. In
addition to solicitations by mail, certain of the Company's directors, officers
and regular employees may solicit Proxies personally or by telephone, telegraph,
or other means without additional compensation. The Company has retained D.F.
King & Co., Inc., New York, New York, to assist in the solicitation of proxies
from nominees and brokers at an estimated fee of $2,500 plus related
out-of-pocket expenses. The Company also will reimburse brokerage firms, banks
and other custodians, nominees and fiduciaries for their reasonable expenses
incurred in forwarding Proxies and proxy material to the beneficial owners of
stock held of record by such persons.

PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD, AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE PROVIDED FOR THIS PURPOSE.

VOTING STOCK

January 20, 1998 is the record date for determining stockholders
entitled to vote at the Annual Meeting. On the record date, the following shares
of the Company's capital stock were outstanding and entitled to vote at the
meeting: 4,034,480 shares of common stock, par value $.01 per share, including
associated preferred stock purchase rights ("Common Stock"); and 214,285 shares
of Series A Preferred Stock, par value $.01 per share ("Series A Preferred").
Neither the Common Stock nor Series A Preferred are entitled to cumulative
voting in the election of directors.

Each share of Common Stock and each share of Series A Preferred is
entitled to one vote on each matter submitted to the stockholders at the Annual
Meeting, except for the election of the director who is elected by the Series A
Preferred. With regard to the election of Class 1 directors who will serve until
the 2001 annual meeting of stockholders and all other matters that are submitted
to the stockholders, the holders of Common Stock and Class A Preferred will vote

1
<PAGE>

together as a single class. The holder of Class A Preferred will vote separately
to elect a director to serve until the 1999 annual meeting of stockholders.

The presence in person or by Proxy of the holders of a majority of
the total number of shares of Common Stock and Series A Preferred entitled to
vote at the Annual Meeting will constitute a quorum.

Abstentions will be counted in determining whether a quorum is
present for the Annual Meeting, and will be counted as a vote "against" any
proposal. Broker non-votes will also be counted in determining whether a quorum
is present, but will not be counted either for or against the proposal at issue.

STOCK OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth information as of January 20, 1998,
regarding the beneficial ownership of the Common Stock and Series A Preferred
(referred to collectively as "Capital Stock") by (a) each person who is the
beneficial owner of more than 5 percent of either class of outstanding stock,
(b) each director of the Company, (c) each executive officer of the Company
named in the Summary Compensation table, and (d) all executive officers and
directors of the Company as a group.

Beneficial Ownership
--------------------------------------------------
Name Title of Class Number (1) of Shares Percent of Capital Stock
- ---- -------------- -------------------- ------------------------
<S> <C> <C> <C>
Greenacres Enterprises, Inc. Common 308,572 7.3%
74 Aeulestrasse
9490 Vaduz
Liechtenstein

Vilmorin & Cie Series A Preferred 1,000,000(2) 19.9%
71 Rue de Beaubourg
Paris 75003
France

Charles Armstrong Common 908(3) *

Michel de Beaumont Common - -

Richard K. Bestwick, Ph.D. Common 233(4)(5) *

Joseph A. Bouckaert Common - -

Nancy L. Buc Common - -

Adolph J. Ferro, Ph.D. Common 621(3) *

Pierre Lefebvre Common - (6) -

2
<PAGE>

Gilbert N. Miller Common 566(5) *

Roger L. Pringle Common 3,525(7) *

All directors and executive officers as Common 5,925(8) *
a group (10 persons)
- ---------------
*Less than 1 percent
</TABLE>

(1) Subject to community property laws where applicable, beneficial
ownership consists of sole voting and investment power except as
otherwise indicated. Information is based on the Company's records.

(2) Includes 214,285 shares of Series A Preferred that Vilmorin & Cie
("Vilmorin") purchased in connection with a research and development
collaboration between the Company and Vilmorin, plus 785,715 shares
issuable pursuant to an option granted to Vilmorin that expires on
January 30, 1998. Series A Preferred is initially convertible into
Common Stock on a share-for-share basis, subject to adjustment on the
occurrence of certain events. The Series A Preferred subject to the
option has been included for purposes of calculating the percent of
Capital Stock beneficially owned by Vilmorin but has been excluded for
purposes of calculating the percent of Capital Stock beneficially owned
by other persons. If Vilmorin elects not to exercise its option, it
will own 5.3 percent of the outstanding Capital Stock.

(3) Includes the following shares of Common Stock held by the spouse of
each of the following persons: Mr. Armstrong--33 shares and
Dr. Ferro--200 shares.

(4) Includes 60 shares of Common Stock allocated to Dr. Bestwick's spouse
under the Epitope, Inc. 401-K Profit Sharing Plan (the "Epitope 401(k)
Plan").

(5) Includes the following shares of Common Stock allocated to each
person's individual account under the Epitope 401(k) Plan: Dr.
Bestwick--173 shares, Dr. Ferro--253 shares, Mr. Miller--233 shares,
and all directors and executive officers as a group--731 shares.

(6) Mr. Lefebvre is chief executive officer of Vilmorin and may have voting
power with respect to the Agritope Capital Stock of which Vilmorin is
the beneficial owner. If Mr. Lefebvre is deemed to have such voting
power, he would be deemed the owner of the 1 million shares of Series A
Preferred beneficially owned by Vilmorin, constituting 19.9 percent of
the Capital Stock, and all directors and executive officers as a group
would be deemed the beneficial owners of 1,005,853 shares, constituting
20.0 percent of the Capital Stock.

(7) Includes 600 shares of Common Stock held by Mr. Pringle's spouse.

(8) See footnotes (3) through (7) above.

ELECTION OF DIRECTORS

The Board consists of seven directors. The Board is classified, with
six directors being divided into three classes. Each two-person class is elected
for a three-year term, with one class being elected each year. Class 1, Class 2
and Class 3 directors serve for terms expiring at the annual meeting of Agritope
stockholders in 1998, 1999 and 2000, respectively. The seventh director on the
Agritope Board is elected by holders of Series A Preferred. Under the terms of
the Series A Preferred, the holders of such shares are entitled to elect one
director (the "Series A director") on an annual basis so long as at least
214,285 shares of Series A Preferred are outstanding.

Two Class 1 directors will be elected at this Annual Meeting. They will
serve until the annual meeting of stockholders in 2001 or until their respective
successors are elected and qualified. Management's nominees for Class 1 director
are Adolph J. Ferro, Ph.D. and Gilbert N. Miller. Both of these nominees are
presently members of the Board. The two nominees for Class 1 directors receiving
the highest number of votes will be elected to the Board.

3
<PAGE>

Pierre Lefebvre is the nominee for the Series A director. He also is
presently a member of the Board. The Series A director will hold office until
the 1999 annual meeting of stockholders or until his successor is elected and
qualified. At the record date, there was only one holder of Series A Preferred.

In the absence of instructions to the contrary, shares of Common Stock
and Series A Preferred represented by properly executed Proxies will be voted
for the two nominees for Class 1 directors, and shares of Series A Preferred
represented by properly executed Proxies will be voted for the nominee for the
Series A director. All of the nominees have consented to be named and to serve
if elected.

The Company does not know of anything that would preclude any nominee
from serving. However, should any nominee for any reason become unable or
unwilling to serve as a director, the persons named on the enclosed Proxy will
vote the shares represented by each Proxy for such substitute nominee as the
Board may approve.

There will be no stockholder nominations for director made at the
Annual Meeting. Under Agritope's Bylaws, any nomination for director submitted
by an Agritope stockholder was required to be received by the Secretary not
later than December 15, 1997 for consideration at the Annual Meeting. When a
stockholder submits a nomination for director, the stockholder also must provide
information about the stockholder and the director nominee, as specified in the
Bylaws. If stockholders wish to submit nominations for consideration at any
subsequent annual stockholder meeting, such submissions must be received by
Agritope's Secretary not less than 60 days before the anniversary of the
preceding annual stockholder meeting (e.g., by December 25, 1998 for the 1999
annual stockholder meeting).

Certain information with respect to each person nominated for election
as a director at the Annual Meeting and each person whose term of office as a
director will continue after the meeting is set forth below:

Name Principal Occupation Age Director Since
---- -------------------- --- --------------
<S> <C> <C> <C>
CLASS 1 NOMINEES--TERMS EXPIRE IN 1998:
Adolph J. Ferro, Ph.D. Chairman of the Board, President and Chief 55 1990
Executive Officer of the Company

Gilbert N. Miller Executive Vice President, Chief Financial 56 1997
Officer and Secretary of the Company

SERIES A NOMINEE--TERM EXPIRES IN 1999:
Pierre Lefebvre(1) Chief Executive Officer of Vilmorin & Cie, 46 1997
and Deputy Chief Executive Officer of
Groupe Limagrain Holding, Chappes, France

CLASS 2 DIRECTORS--TERMS EXPIRE IN 1999:
W. Charles Armstrong Private Investor 53 1997

Roger L. Pringle President of The Pringle Company, a 57 1997
management consulting firm, Portland, Oregon

4
<PAGE>

CLASS 3 DIRECTORS--TERMS EXPIRE IN 2000:

Michel de Beaumont Co-founder and director of American 55 1997
Equities Overseas (UK) Ltd., London, England

Nancy L. Buc Partner in Law Firm of Buc & Beardsley, 53 1997
Washington, D.C.
</TABLE>

(1) Mr. Lefebvre was initially elected in December 1997 at the request of the
holders of the Series A Preferred Stock issued in connection with a research and
development agreement entered into between the Company and Vilmorin.

NOMINEES FOR CLASS 1 DIRECTORS--TERMS EXPIRE IN 2001

Adolph J. Ferro, Ph.D., has been President and Chief Executive
Officer of Agritope since 1988, and a director since 1989. He was named Chairman
of the Board of Agritope in October 1997. He was President and Chief Executive
Officer of Epitope from 1990 through May 1997. Dr. Ferro was Senior Vice
President of Epitope from 1988 until 1990. From 1987 until 1988, he was
Epitope's Vice President of Research and Development. He was a cofounder of
Agricultural Genetic Systems, Inc., which Epitope acquired and renamed Agritope
in 1987. Prior to joining OSU"). From 1981 to 1986, he was an Associate
Professor at OSU, and from 1978 to 1981, he was an Assistant Professor at OSU.
From 1975 to 1978, he was Assistant Professor at the University of Illinois at
Chicago in the Department of Biological Sciences. Dr. Ferro received a B.A.
degree from the University of Washington in 1965, an M.S. degree in biology from
Western Washington University in 1970, and a Ph.D. in bacteriology and public
health from Washington State University in 1973.

Gilbert N. Miller has been Chief Financial Officer of the Company
since 1991. He was also Senior Vice President of Agritope from 1992 until
February 1996, when he became Executive Vice President. He has been a director
of the Company since August 1997. He served as Epitope's Executive Vice
President and Chief Financial Officer from 1989 to December 1997 and as its
Treasurer from 1991 to December 1997. From 1987 to 1989, he was Executive Vice
President, Finance and Administration, of Northwest Marine Iron Works, a
privately held ship repair contractor located in Portland, Oregon. From 1986 to
1987, he was Vice President/Controller of the Manufacturing Group of Morgan
Products, Ltd., a manufacturer and distributor of specialty building products
based in Oshkosh, Wisconsin. He also held the position of Senior Vice
President/Finance of Nicolai Company, a Portland wood door manufacturing
concern, which became a wholly owned subsidiary of Morgan Products Ltd., in
1986. Mr. Miller received a B.S. degree from Oregon State University and a
Master of Business Administration degree from University of Oregon. He is a
certified public accountant.

NOMINEE FOR SERIES A DIRECTOR--TERM EXPIRES 1999

Pierre Lefebvre was elected a director of the Company in December
1997. He has served as Deputy Chief Executive Officer of Groupe Limagrain
Holding and as chief executive officer of Vilmorin, a subsidiary of Groupe
Limagrain Holding, since 1990. He presently leads both Vilmorin and the Groupe
Limagrain Bio-Health Division. Prior to 1990, Mr. Lefebvre served as chief
executive officer at Harris Moran Seed Company (formerly Ferry-Morse Seed
Company), a California-based subsidiary of Limagrain, specializing in vegetable
and flower seeds, and as controller at Tezier, another subsidiary of Limagrain.
Mr. Lefebvre is a 1975 graduate of Groupe ESSEC School of Management, a French
business school.

CONTINUING DIRECTORS--TERMS EXPIRE IN 1999

W. Charles Armstrong has been a director of Agritope since August
1997. He has also been a director of Epitope since 1989 and a director of
Pacificorp, a public utility holding company, since 1996. He served as President
and Chief Executive Officer of Epitope from May 1997 to October 1997. He was
Chairman and Chief Executive Officer of Bank of America Oregon from September
1992 until September 1996. From April to September 1992, he was Chairman and

5
<PAGE>

Chief Executive Officer of Bank of America Idaho. Mr. Armstrong served as
President and Chief Operating Officer of Honolulu Federal Savings Bank from
February 1989 to April 1992. Prior to February 1989, he was President and Chief
Executive Officer of West One Bank, Oregon.

Roger L. Pringle has been a director of Agritope since 1990. He has
been a director of Epitope since 1989, and Chairman of the Board of Epitope
since 1990. He is President of The Pringle Company, a management consulting firm
in Portland, Oregon, which he founded in 1975.

CONTINUING DIRECTORS--TERMS EXPIRE IN 2000

Michel de Beaumont was elected a director of the Company in September
1997. Since 1981, Mr. de Beaumont has served as a co-founder and director of
American Equities Overseas (UK) Ltd. of London, England, a wholly owned
subsidiary of American Equities Overseas, Inc. ("American Equities"), a private
securities brokerage and corporate finance firm. Mr. de Beaumont was Vice
President in the London office of American Securities Corp. from 1978 to 1981.
He also served as Vice President, Institutional Sales in the London office of
Smith Barney Harris Upham, Inc. from 1975 to 1978 and as a Vice President at
Oppenheimer & Co. Mr. de Beaumont graduated from the University of Poitiers and
Paris with degrees in Advanced Math, Physics and Chemistry and has earned a
degree in business administration from the University of Paris.

Nancy L. Buc was elected a director of the Company in September 1997.
She has been a partner in the law firm of Buc & Beardsley in Washington, D.C.
since 1994. Ms. Buc was a partner at Weil, Gotshal & Manges from 1981 to 1994
and from 1977 to 1980. Ms. Buc served as General Counsel for the Food and Drug
Administration from 1980 to 1981. During an earlier period of government service
(1969 to 1972), she served successively as Attorney-Advisor to the Chairman of
the Federal Trade Commission and Assistant Director of that agency's Bureau of
Consumer Protection. She is a Director of the Virginia Law School Foundation and
the Women's Legal Defense Fund. Ms. Buc is a graduate of Brown University and
the University of Virginia School of Law. Ms. Buc holds an honorary Doctor of
Laws from Brown and is a fellow emerita of the Brown Corporation, that
university's governing board.

DIRECTOR MEETINGS

The Board plans to meet at least quarterly during fiscal year 1998.
The Company was a wholly-owned subsidiary of Epitope during the 1997 fiscal
year, and the Board did not meet regularly then.

COMMITTEES OF THE BOARD

In October 1997, the Board established the following standing
committees: Executive Committee, Audit Committee, Compensation Committee and
Nominating Committee. Pursuant to Agritope's Bylaws, the Board may also
establish other committees from time to time in its discretion.

The Executive Committee consists of at least two directors and may
exercise all the authority and powers of the Board in the management of the
business and affairs of Agritope, except those reserved to the Agritope Board by
the Delaware General Corporation Law. Mr. Pringle (chair), Dr. Ferro and Mr.
Miller are the current members of the Executive Committee.

The Audit Committee consists of at least two outside directors and,
among other things, recommends the appointment of independent public
accountants, reviews the scope of the annual audit and the engagement letter,
reviews the independence of the independent accountants and reviews the findings
and recommendations of the independent accountants and management's response.
The Audit Committee also reviews the internal audit and control functions of
Agritope and makes recommendations for changes in accounting systems, if
warranted. Mr. Armstrong (chair), Ms. Buc and Mr. Pringle are the current
members of the Audit Committee.

The Compensation Committee also consists of at least two outside
directors and determines compensation for the officers of Agritope, administers
stock-based compensation plans and other performance-based compensation plans
adopted by Agritope, and considers matters of director compensation and
benefits. Ms. Buc (chair) and Mr. Armstrong are the current members of the
Compensation Committee.

6
<PAGE>

The Nominating Committee, which consists of at least two directors,
selects and recommends candidates to serve on the Board, whose names will be
submitted for election at Agritope's annual stockholder meetings. The Nominating
Committee also reviews and makes recommendations to the Board concerning the
composition and size of the Board and its committees. Mr. de Beaumont (chair),
Ms. Buc, Dr. Ferro and Mr. Miller are the current members of the Nominating
Committee.

EXECUTIVE OFFICERS

The table below presents the names, ages and positions of Agritope's
executive officers and directors as of January 20, 1998.
<TABLE>
<CAPTION>

Name Age Position
- ---- --- --------
<S> <C> <C>
Adolph J. Ferro, Ph.D. 55 Chairman of the Board, President,
Chief Executive Officer and Class 1
Director

Gilbert N. Miller 56 Executive Vice President, Chief
Financial Officer, Secretary and
Class 1 Director

Richard K. Bestwick, Ph.D. 43 Senior Vice President--Research and
Development

Matthew G. Kramer 40 Vice President--Product Development

Joseph A. Bouckaert 57 President and Chief Executive
Officer--Vinifera, Inc.
</TABLE>

For biographical summaries of Dr. Ferro and Mr. Miller, see "Election
Of Directors."

Richard K. Bestwick, Ph.D., has been a Senior Vice President of
Agritope since 1992. He became Chief Operating Officer--Research and Development
in October 1996 and was named Senior Vice President--Research and Development in
October 1997. He was employed by Epitope from 1987 to 1992. Prior to joining
Epitope, he was a Research Assistant Professor in the Department of Biochemistry
at the Oregon Health Sciences University, where he also completed his
postdoctoral training. Dr. Bestwick received a Ph.D. in Biochemistry and
Biophysics from Oregon State University and a B.S. degree from Evergreen State
College.

Matthew G. Kramer joined Agritope in 1994 as Vice President--Product
Development. From 1987 to 1994, he was Director of Production and Product
Development for Calgene Fresh, Inc., where he was involved in development and
commercialization of the FLAVR SAVR(TM) tomato. Mr. Kramer received an M.S.
degree in Agronomy and a B.S. degree at Montana State University.

Joseph A. Bouckaert joined Vinifera, Inc. ("Vinifera") as its President
and Chief Executive Officer when Vinifera began operations in 1993. From 1988 to
1991, he was Vice Chairman of DNA Plant Technology Corporation, a publicly held
agricultural biotechnology company with offices in Cinnaminson, New Jersey, and
Oakland, California. He also was a co-founder and member of the board of
directors of Florigene, B.V., an agricultural biotechnology company focused on
the flower business and located in The Netherlands. From 1985 to 1988, he served
as President and Chief Executive Officer of Advanced Genetic Sciences Inc., a
publicly held biotechnology company located in Oakland, California. In 1982, Mr.
Bouckaert co-founded Plant Genetic Systems, N.V., a privately held agricultural
biotechnology company located in Brussels, Belgium, and served as its first
Managing Director from 1982 through 1986. Mr. Bouckaert received a Juris Doctor
degree from the University of Leuven in Belgium and postgraduate degrees in
Business Administration from the University of Ghent in Belgium, and the
University of Kentucky in Lexington, Kentucky.

7
<PAGE>

EXECUTIVE COMPENSATION

The following table summarizes the compensation for the last three
fiscal years of the Chief Executive Officer and the three other executive
officers of Agritope whose salary and bonus exceeded $100,000 during the 1997
fiscal year. Information set forth in the table reflects compensation paid for
services rendered for Epitope and/or Agritope.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards

Annual Compensation Securities All Other
Underlying Compen-
Name and Principal Position Year Salary Bonus Options (1) sation(2)
--------------------------- ---- ------ ----- ----------- ---------
<S> <C> <C> <C> <C> <C>
Adolph J. Ferro, Ph.D. 1997 $ 240,000 $ - $ 4,000
Chairman of the Board, 1996 214,183 50,000 - 4,237
President and Chief Executive 1995 200,769 113,245 5,390
Officer (3)

Gilbert N. Miller 1997 165,000 - - 4,125
Executive Vice President 1996 128,510 33,075 - 3,206
and Chief Financial Officer 1995 130,962 - 5,021

Richard K. Bestwick, Ph.D. 1997 150,000 - - 3,750
Senior Vice President-- 1996 91,385 20,160 - 2,280
Research and Development (4)

Joseph A. Bouckaert 1997 160,000 - - 4,000
President and Chief Executive 1996 160,000 33,600 - -
Officer--Vinifera, Inc. (5) 1995 115,592 40,000 - -
</TABLE>

(1) Represents the number of shares of Agritope Common Stock for which
options were awarded. Excludes options for Common Stock of Epitope
("Epitope Stock") received under the Epitope Stock Award Plan as
follows: Dr. Ferro--options for 74,000 shares in 1995; Mr. Miller--
options for 34,000 shares in 1995; and Mr. Bouckaert--options for
50,000 shares in 1996.

(2) Represents amounts contributed to Epitope's 401(k) Plan as employer
matching contributions in the form of Epitope Stock.

(3) The information in the above table does not include approximately
$440,000 payable by Epitope to Dr. Ferro, pursuant to his employment
agreement with Epitope, in connection with the termination of Dr.
Ferro's position as President and Chief Executive Officer of Epitope in
May 1997.

(4) Dr. Bestwick was not an executive officer of Agritope during fiscal
1995.

(5) Information for Mr. Bouckaert for 1996 and 1995 includes compensation
paid for periods during which Vinifera was not a subsidiary of
Agritope.

GRANTS OF OPTIONS TO PURCHASE COMMON STOCK

No options to purchase Agritope Common Stock were granted to officers
named in the "Summary Compensation Table" during the fiscal year ended
September 30, 1997.

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<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND OUTSTANDING OPTIONS FOR
COMMON STOCK

None of the officers named in the "Summary Compensation Table"
exercised options to purchase Agritope Common Stock during the fiscal year
ended September 30, 1997, and none of such officers held any options
exercisable for Agritope Common Stock at September 30, 1997.

EMPLOYMENT AND CHANGE-IN-CONTROL AGREEMENTS

Pursuant to written employment agreements with Agritope, each of the
executive officers named in the Summary Compensation Table above is entitled
to receive one year of salary in the event of termination without cause (two
years in the case of Dr. Ferro and Mr. Miller) or two years of salary (three
years in the case of Dr. Ferro and Mr. Miller) if terminated without cause
within 12 months following a change in control of Agritope (within the meaning
of the Securities Exchange Act of 1934 (the "Exchange Act")) or sale of
substantially all the assets of Agritope, except that Mr. Bouckaert's
agreement does not include a change-in-control provision. The agreements in
each case prohibit the officer from competing with Agritope for one year
unless the officer elects to waive the right to amounts otherwise payable. Mr.
Bouckaert's agreement prohibits him from competing with Vinifera for three
years after termination. The agreements do not expire by their terms, except
that Mr. Bouckaert's agreement terminates on May 31, 2000. The other
agreements are terminable by Agritope on 30 days' notice with cause or,
subject to payment of the salary amounts described above, on 90 days' notice
without cause, and may be terminated by the executive officer on 90 days'
notice.

COMPENSATION OF DIRECTORS

Nonemployee directors of Agritope are reimbursed for out-of-pocket
expenses in connection with attending Board and committee meetings. Each
nonemployee director, other than Mr. Lefebvre, was granted an option for
25,000 shares of Common Stock upon his or her initial election or appointment
to the Board, plus an additional option for 5,000 shares of Common Stock for
his or her initial year of service. Mr. Lefebvre is prohibited from receiving
options by policy of his employer. On December 1 of each subsequent year on
which each nonemployee director, other than Mr. Lefebvre, serves on the Board,
the director will receive an additional option for 5,000 shares of Common
Stock. The options will be nonqualified stock options with an exercise price
equal to 75 percent of the price of Common Stock on the date of grant, with
the discount being no more than $2 per share. The options vest ratably over
four years and have an indefinite term. Directors are also eligible to receive
other options under Agritope's 1997 Stock Award Plan (the "Award Plan").

RECENT OPTION GRANTS

New Options") to purchase a total of 1,305,164 shares of Common Stock were
granted to officers, employees and nonemployee directors of Agritope under the
Award Plan. New Options granted to executive officers and nonemployee
directors have an exercise price of $5.25 per share, representing 75 percent
of the fair market value of Common Stock on the date of grant. New Options
granted to other employees have an exercise price of $7 per share,
representing the fair market value of Common Stock on the date of grant. Each
New Option becomes exercisable as to 25 percent of the shares covered by such
option on each of the first four anniversaries of the date of grant.

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<PAGE>

The following table shows the New Options that have been granted
under the Award Plan:

NEW PLAN BENEFITS
AGRITOPE, INC. 1997 STOCK AWARD PLAN

Number of
Name and Position New Options
----------------- -----------

Adolph J. Ferro, Ph.D. 407,529
Chairman of the Board, President and Chief
Executive Officer

Gilbert N. Miller 211,593
Executive Vice President and Chief Financial Officer

Richard K. Bestwick, Ph.D. 143,900
Senior Vice President--Research and Development

Joseph A. Bouckaert 102,071
President and Chief Executive Officer--Vinifera, Inc.

Matthew G. Kramer,
Vice President--Product Development 102,071

All executive officers as a group 967,164
All nonemployee directors as a group 120,000
All employees as a group, excluding executive officers 218,000

REPORT OF THE COMPENSATION COMMITTEE

The following report of the Compensation Committee of the Board shall
not be deemed to be incorporated by reference into any filing by the Company
under either the Securities Act of 1933 (the "Securities Act") or the Exchange
Act that incorporates other Securities Act or Exchange Act filings in whole or
in part by reference.

GENERAL

The Compensation Committee is composed of two independent non-employee
directors. It is responsible for establishing and administering the Company's
policies that govern executive compensation and benefit practices. The Committee
evaluates the performance of the executive officers, determines the amount of
compensation for all executive officers, including awards under the 1997 Stock
Award Plan (the "Award Plan"). The Committee was formed in November 1997 in
preparation for the December 1997 spin-off of the Company as an independent
public company.

COMPENSATION PHILOSOPHY

The Company's executive compensation programs are designed to align the
interests of executive officers with the long-term interests of the
stockholders, to motivate executive officers to achieve the strategic business
goals of the Company and to recognize individual contributions. The programs are
also designed to attract and retain qualified executive officers by providing
compensation opportunities that are competitive with those offered by other
national biotechnology companies similar in size to the Company. Components of
executive compensation, all of which are linked to individual performance, may
include base salary, cash bonuses, stock option grants and other benefits.

BASE SALARY

At least annually, the Committee will set salaries for executive
officers. The Committee also intends to review all aspects of the executive
compensation package every two or three years to ensure that it is competitive
to the market. Prior to December 1997, compensation levels of executive officers

10
<PAGE>

of the Company were set by its parent company, Epitope. On December 1, 1997, the
Committee established base salaries and made initial grants of stock options. In
determining such compensation levels and grants, the Committee sought advice
from an outside consultant and considered compensation data from other nat ional
biotechnology companies similar in size to the Company. The Committee concluded
that proposed salaries for each executive officer were below market, in part
because the Company has not yet adopted an annual cash bonus plan. The Committee
intends to consider development of such a plan in the future.

STOCK OPTION GRANTS

As previously noted, an important goal of the Company's compensation
program is to align the interests of the executive officers and other key
employees with the long-term interests of the Company's stockholders. To achieve
this goal, the Board adopted the Award Plan, pursuant to which the Company may
grant stock-based awards to directors, officers and employees of, and
consultants and advisors to, the Company. The Committee made individual option
grants to executive officers in December 1997, based on each executive's duties
and the levels of option grants for executives with comparable positions at
other biotechnology companies, as summarized in the consultant's report
described above.

OTHER COMPENSATION VEHICLES

The Company has adopted a 401(k) Profit Sharing Plan (the "401(k)
Plan"), which allows participants to defer compensation pursuant to Section
401(k) of the Internal Revenue Code (the "Code"). The Company has also adopted
an Employee Stock Ownership Plan (the "ESOP") under Section 4975(e)(7) of the
Code, designed to invest primarily in Agritope Common Stock. All employees of
the Company, including executives, are eligible to participate in the 401(k)
Plan and the ESOP if certain qualifications are met. In addition to amounts that
participants may elect to contribute to the 401(k) Plan, the Company intends to
make matching contributions to the 401(k) Plan in Agritope Common Stock, which
will be allocated to all participants. The employer's profit sharing
contribution to the ESOP, if any, may be made annually either in Agritope Common
Stock or in cash. Contributions to the ESOP will be allocated to employees in
proportion to their compensation. Payments of benefits accrued for 401(k) Plan
and ESOP participants will be made upon retirement or upon termination of
employment prior to retirement if certain conditions have been met by the
employee prior to termination.

Members of the Compensation Committee:

Nancy L. Buc, Chair
W. Charles Armstrong

CERTAIN TRANSACTIONS

On November 11, 1996, the Company amended an agreement pursuant to
which it had acquired its patented ethylene control technology in 1987. Dr.
Ferro, a co-inventor of the technology, relinquished all rights to future
payments under the agreement in exchange for a one-time cash payment of
$590,000. The amount is included in the Company's consolidated balance sheet
under the caption "Patents and proprietary technology (net)" and is being
amortized over 15 years, the remaining life of the related patent.

In September 1997, American Equities was engaged by the Company to act
as placement agent in connection with the sale of Common Stock to certain
European investors pursuant to Regulation S under the Securities Act and the
sale of Series A Preferred to Vilmorin (collectively, the "Regulation S
Sales"). Michel de Beaumont is a co-founder and director of American Equities.
Mr. de Beaumont was elected to serve as a director of the Company in September
1997. American Equities received commissions equal to 5 percent of the gross
proceeds of the Regulation S Sales. In addition, American Equities and its
designees received warrants to purchase an aggregate of 500,000 shares of
Common Stock at a price of $7 per share in consideration for its services as
placement agent.

Pierre Lefebvre, a director of the Company, is chief executive officer
of Vilmorin. Vilmorin has entered into a research and development agreement
with Agritope, under which Vilmorin will fund certain research and development
projects of the Company and receive certain rights in resulting technology.
Vilmorin has purchased 214,285 shares of Series A Preferred for $7 per share,
and has an option to purchase up to an additional 785,715 shares of Series A

11
<PAGE>

Preferred at that price. Holders of Series A Preferred have the right to elect
one director to the Company's Board so long as at least 214,285 shares of
Series A Preferred remain outstanding. See "Election of Directors."

ANNUAL REPORT

The Company's Annual Report to Stockholders for the fiscal year ended
September 30, 1997 accompanies this proxy statement.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, independent public accountants, examined the
financial statements of the Company for fiscal 1997. The Company expects
representatives of Price Waterhouse LLP to be present at the Annual Meeting
and to be available to respond to appropriate questions from stockholders. The
accountants will have the opportunity to make a statement at the meeting if
they desire to do so.

The Company is considering proposals from Price Waterhouse LLP and
another firm of independent public accountants to examine the financial
statements of the Company for fiscal 1998. The audit committee of the Board
will determine which firm the Company will retain for fiscal 1998.

STOCKHOLDER PROPOSALS

Stockholders of the Company may submit proposals for inclusion in the
proxy materials for the Company's 1999 annual meeting of stockholders. Any
such proposal must meet the stockholder eligibility and other requirements
imposed by the rules of the Securities and Exchange Commission and must be
received by the Company not later than September 28, 1998. The Company's
address after March 15, 1998 will be 16160 S.W. Upper Boones Ferry Road,
Portland, Oregon 97224, Attention: Secretary.

BY ORDER OF THE BOARD OF DIRECTORS

Gilbert N. Miller
Secretary

January 26, 1998

12
<PAGE>

PROXY

AGRITOPE, INC.

1998 ANNUAL MEETING OF STOCKHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

COMMON STOCK

The undersigned hereby appoints Adolph J. Ferro and Gilbert N. Miller,
and each of them, proxies with full power of substitution, to represent and to
vote, as specified on this Proxy, all shares which the undersigned is entitled
to vote at the 1998 annual meeting of stockholders of Agritope, Inc. to be held
on Monday, February 23, 1998, and any adjournment or postponement thereof, with
all the powers the undersigned would possess if personally present. Either or
both of the proxies may exercise all powers granted hereby.

IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO SPECIFICATION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR
LISTED ON THE REVERSE SIDE. In addition, the proxies may vote in their
discretion as to such other matters as may properly come before the meeting.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY.
(Continued and to be signed on reverse side.)

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

AGRITOPE, INC.

1998 ANNUAL MEETING OF STOCKHOLDERS
MONDAY, FEBRUARY 23, 1998

<PAGE>

ELECTION OF DIRECTORS:
FOR WITHHOLD
Class 1 nominees (term expiring 2001) /_/ /_/
Adolph J. Ferro, Ph.D.
Gilbert N. Miller

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME ABOVE. TO WITHHOLD AUTHORITY TO VOTE FOR BOTH
NOMINEES, MARK WITHHOLD.)

Signature(s) _____________________________________ Dated: ___________, 1998
(Please date and sign exactly as your name appears on this Proxy. If more than
one name appears, all should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in full partnership name by authorized
person.)

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

AGRITOPE, INC.

1998 ANNUAL MEETING OF STOCKHOLDERS
MONDAY, FEBRUARY 23, 1998

PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

<PAGE>

PROXY

AGRITOPE, INC.

1998 ANNUAL MEETING OF STOCKHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

SERIES A PREFERRED STOCK

ELECTION OF DIRECTORS:
FOR WITHHOLD
Class 1 nominees (term expiring 2001) /_/ /_/
Adolph J. Ferro, Ph.D.
Gilbert N. Miller
Series A nominee (term expiring 1998)
Pierre Lefebvre

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME ABOVE. TO WITHHOLD AUTHORITY TO VOTE FOR ALL
NOMINEES, MARK WITHHOLD.)

IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS SPECIFIED ABOVE, BUT IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ABOVE.
In addition, the proxies may vote in their discretion as to such other matters
as may properly come before the meeting.

Signature(s)_____________________________________ Dated: ___________, 1998
(Please date and sign exactly as your name appears on this Proxy. If more than
one name appears, all should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in full partnership name by authorized
person.)

PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.