SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AGRITOPE, INC.
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(Name of Registrant as Specified in Its Charter)
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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>
[LOGO]
AGRITOPE
16160 SW UPPER BOONES FERRY ROAD
PORTLAND, OREGON 97224
January 26, 1999
Dear Stockholder:
You are cordially invited to attend Agritope's 1999 annual meeting of
stockholders to be held at 9:00 a.m. on Monday, February 22, 1999, at the Oregon
Museum of Science and Industry (OMSI), 1945 SE 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 three Class 2 directors to
serve on the Board of Directors until Agritope's 2002 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 2000 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,
Adolph J. Ferro, Ph.D.
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
AGRITOPE, INC.
16160 SW Upper Boones Ferry Road
Portland, Oregon 97224
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 22, 1999
---------------
To the Stockholders of Agritope, Inc.:
The annual meeting of stockholders of Agritope, Inc., a Delaware
corporation (the "Company"), will be held at 9:00 a.m. at the Oregon Museum of
Science and Industry (OMSI), 1945 SE Water Avenue, Portland, Oregon 97214, on
Monday, February 22, 1999, for the following purposes:
1. Holders of Common Stock and Series A Preferred Stock will elect three
Class 2 directors to serve until the 2002 annual meeting of stockholders.
2. The holder of Series A Preferred Stock will elect one director to serve
until the 2000 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, 1999 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 16160 SW Upper Boones Ferry
Road, Portland, Oregon 97224.
By order of the Board of Directors,
Gilbert N. Miller
Secretary
January 26, 1999
Portland, 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.
16160 SW Upper Boones Ferry Road
Portland, Oregon 97224
---------------
PROXY STATEMENT
This proxy statement is being mailed on or about January 26, 1999 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 9:00 a.m. on February 22, 1999
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.
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 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 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.
1
<PAGE>
VOTING STOCK
January 20, 1999 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:
4,050,150 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 is 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 2 directors who will serve until
the 2002 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
together as a single class. The holder of Class A Preferred will vote separately
to elect a director to serve until the 2000 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 a majority of the total number of
shares of 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.
ELECTION OF DIRECTORS
The Board consists of seven directors, and will increase to eight directors
if the three nominees for Class 2 directors are elected. The Board is divided
into three classes. Each 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 2001, 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.
Three Class 2 directors will be elected at the 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 2 director
are W. Charles Armstrong, James T. King and Roger L. Pringle. Messrs. Armstrong
and Pringle are presently members of the Board. The three nominees for Class 2
directors receiving the highest number of votes will be elected to the Board.
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 2000 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 three nominees for Class 2 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. 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.
2
<PAGE>
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:
<TABLE>
<CAPTION>
Name Principal Occupation Age Director Since
---- -------------------- --- --------------
<S> <C> <C> <C>
Class 1 Directors--Terms Expire in 2001:
Adolph J. Ferro, Ph.D. Chairman of the Board, President and Chief 56 1989
Executive Officer of the Company
Gilbert N. Miller Executive Vice President, Chief Financial 57 1997
Officer and Secretary of the Company
Class 2 Nominees--Terms to Expire in 2002:
W. Charles Armstrong Private Investor 54 1997
James T. King Private Investor 68 -
Roger L. Pringle President of The Pringle Company, a 58 1991
management consulting firm, Portland, Oregon
Class 3 Directors--Terms Expire in 2000:
Michel de Beaumont Co-founder and director of American 56 1997
Equities Overseas (UK) Ltd., London, England
Nancy L. Buc Partner in law firm of Buc & Beardsley, 54 1997
Washington, D.C.
Series A Nominee--Term to Expire in 2000:
Pierre Lefebvre(1) Chief Executive Officer of Vilmorin Clause 47 1997
& Cie and Deputy Chief Executive Officer of
Groupe Limagrain Holding, Chappes, France
</TABLE>
(1) Mr. Lefebvre was initially elected by the Board of Directors 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.
3
<PAGE>
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, Inc. ("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 co-founder of
Agricultural Genetic Systems, Inc., which Epitope acquired and renamed Agritope
in 1987. From 1981 to 1986, he was an Associate Professor at Oregon State
University, and from 1978 to 1981, he was an Assistant Professor at Oregon State
University. 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 BA degree from the University of Washington in 1965, an MS 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. From 1980 to 1987, 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 BS degree from Oregon State University and a Master
of Business Administration degree from University of Oregon. He is a certified
public accountant.
NOMINEES FOR CLASS 2 DIRECTORS--TERMS TO EXPIRE IN 2002
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 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. Mr. Armstrong received a BS degree from Oregon
State University.
James T. King was nominated to be a Class 2 director in 1998. From 1974 to
the present date he has been a private investor and advisor to certain family
trusts. From 1971 to 1974 he was a managing director of Oppenheimer & Co. in its
London, England, office and a general partner of Oppenheimer & Co., New York.
Mr. King holds a BA degree from Xavier University, Cincinnati and MA degree from
Yale University.
Roger L. Pringle has been a director of Agritope since 1991. 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. Mr. Pringle received a BS degree
from Oregon State University and a Master of Business Administration degree from
University of Oregon.
4
<PAGE>
CLASS 3 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 previously
served as a Vice President in the London offices of Smith Barney Harris Upham,
Inc. and Oppenheimer & Co. Mr. de Beaumont graduated from the Universities of
Poitiers and Paris with degrees in Advanced Math, Physics and Chemistry and
earned a degree in business administration from the University of Paris. He is
also a director of Applied Science and Technology, Inc.
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 University and is a trustee of Brown University.
NOMINEE FOR SERIES A DIRECTOR--TERM TO EXPIRE IN 2000
Pierre Lefebvre was elected a director of the Company in December 1997. He
has served as Deputy Chief Executive Officer of Groupe Limagrain Holding, a
French agricultural company, 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.
DIRECTOR MEETINGS
The Board of Directors met 14 times during fiscal 1998. Each member of the
board attended at least 75% of the meetings of the Board of Directors and
committees of the Board of Directors of which such director was a member.
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 Executive Committee did not meet
in fiscal 1998.
5
<PAGE>
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 Audit Committee met one time during fiscal
1998.
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. The Compensation Committee met four times during fiscal
1998.
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. The
Nominating Committee did not meet in fiscal 1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities (collectively, "Reporting Persons"), to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent beneficial owners are required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all forms they file pursuant to Section 16(a). Based solely on the
Company's review of such forms and written representations regarding reportable
transactions, or the absence of a filing requirement, received from each officer
and director, the Company believes that, with respect to fiscal 1998, all
Reporting Persons complied with all applicable filing requirements.
6
<PAGE>
EXECUTIVE OFFICERS
The table below presents the names, ages and positions of Agritope's
executive officers as of January 20, 1999.
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Adolph J. Ferro, Ph.D. 56 Chairman of the Board, President,
Chief Executive Officer and Class 1 Director
Gilbert N. Miller 57 Executive Vice President, Chief Financial Officer,
Secretary and Class 1 Director
Matthew G. Kramer 41 Vice President--Product Development
D. Ry Wagner, Ph.D. 42 Vice President--Research
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."
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 MS degree
in Agronomy and a BS degree at Montana State University.
D. Ry Wagner joined Agritope in December 1998 as Vice President--Research.
Prior to joining Agritope, he was associate professor, Biology, at the Institute
of Molecular Biology of the University of Oregon. He was appointed to the
faculty at the University of Oregon in 1988. From 1985 to 1988, Dr. Wagner
served as a National Science Foundation post-doctoral fellow. He holds a BS
degree in Botany and Plant Science from Michigan State University and a Ph.D.
degree in genetics from the University of Washington.
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, BV, 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, NV, 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>
STOCK OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of January 20, 1999,
regarding the beneficial ownership of the Common Stock and Series A Preferred
(referred to collectively as "Capital Stock") by (a) each person who is known to
the Company to be 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 directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Beneficial Ownership
----------------------------------------------------------
Name Title of Class Number of Shares(1) Percent of Capital Stock
- ---- -------------- -------------------- ------------------------
<S> <C> <C> <C>
Vilmorin, Clause & Cie Series A Preferred 214,285(2) 5.0%
Rue Limagrain
Chappes 63720
France
W. Charles Armstrong** Common 8,408 *
Michel de Beaumont** Common 135,484(3) 3.1%
Joseph A. Bouckaert** Common 26,777(4) *
Nancy L. Buc** Common 14,500 *
Adolph J. Ferro, Ph.D.** Common 106,518(4) (5) 2.4%
James T. King** Common 338,572(6) 7.7%
Matthew G. Kramer** Common 27,292(4) *
Pierre Lefebvre** Common 214,285(7) 5.0%
Gilbert N. Miller** Common 62,127(4) 1.5%
Roger L. Pringle** Common 15,025(8) *
D. Ry Wagner, Ph.D.** Common - -
All directors and executive officers as Common 949,988(4) 20.1%
a group (10 persons)
</TABLE>
- ----------------
*Less than 1 percent
** 16160 SW Upper Boones Ferry Road, Portland, Oregon 97224.
(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. Includes shares
subject to options and warrants exercisable within 60 days of January 20,
1999, by directors and executive officers as follows: Mr. Armstrong, 7,500
shares; Mr. de Beaumont, 85,750 shares; Mr. Bouckaert, 25,518 shares; Ms.
Buc, 7,500 shares; Dr. Ferro, 101,883 shares; Mr. King 150,000 shares; Mr.
Kramer 25,518 shares; Mr. Miller 52,899 shares; Mr Pringle 7,500 shares;
and all directors and executive officers as a group, 464,068 shares.
(2) Consists of 214,285 shares of Series A Preferred that Vilmorin Clause &
Cie ("Vilmorin") purchased in connection with a research and development
collaboration between the Company and Vilmorin. Series A Preferred is
initially convertible into Common Stock on a share-for-share basis,
subject to adjustment on the occurrence of certain events.
8
<PAGE>
(3) Includes 49,734 shares of Common Stock held by Samisa Investment Corp.
("Samisa") and warrants to purchase 78,250 shares of Common Stock held by
American Equities Overseas, Inc . ("American Equities"). Mr. de Beaumont
advises Samisa and he is chief executive officer of American Equities. A
controlling percentage of the voting shares of Samisa and American
Equities is owned pursuant to various trust arrangements of which members
of Mr. de Beaumont's family are potential beneficiaries.
(4) Includes the following shares of Common Stock allocated to each person's
individual account under the Agritope 401(k) Plan: Mr. Bouckaert-- 1,259
shares, Dr. Ferro-- 1,422 shares, Mr. Kramer-- 902 shares, Mr. Miller--
1,262 shares, and all directors and executive officers as a group-- 4,845
shares. Does not include 14,604 shares of Common Stock held in the
Agritope, Inc. 401(k) Plan as to which Dr. Ferro and Mr. Miller share
voting power as trustees of such plan. Dr. Ferro and Mr. Miller disclaim
beneficial interest in such shares except as to shares included as noted
above.
(5) Includes the following shares of Common Stock held by members of Dr.
Ferro's immediate family: spouse--200 shares, daughter--200 shares and
son--200 shares.
(6) Includes warrants to purchase 150,000 shares of Common Stock held by Yili
Holdings Ltd., which are currentlty exercisable, and 188,572 shares of
Common Stock held by Greenacres Enterprises, Inc. Mr. King serves as
investment adviser to both entities and may be deemed to have dispositive
and voting power with respect to the Agritope Common Stock of which the
entities are beneficial owners.
(7) Mr. Lefebvre is chief executive officer of Vilmorin and may, as a result,
be deemed to have voting and dispositive power with respect to the
Agritope Capital Stock of which Vilmorin is the beneficial owner. Mr.
Lefebvre disclaims beneficial ownership of such shares.
(8) Includes 600 shares of Common Stock held by Mr. Pringle's spouse.
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the last three fiscal
years of the Chief Executive Officer and the four other executive officers of
Agritope whose salary and bonus exceeded $100,000 during the 1998 fiscal year.
Information set forth in the table reflects compensation paid for services
rendered for Epitope 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. 1998 $241,625 $ - 407,529 $ 4,797(3)
Chairman of the Board, 1997 240,000 - - 4,000(3)
President and Chief Executive 1996 214,183 50,000 - 4,237
Officer
Gilbert N. Miller 1998 168,896 - 211,593 4,008
Executive Vice President 1997 165,000 - - 4,125
and Chief Financial Officer 1996 128,510 33,075 - 3,206
Richard K. Bestwick, Ph.D.
Senior Vice President-- 1998 142,001(4) - 143,900 3,725
Research and Development(4) 1997 150,000 - - 3,750
1996 91,385 20,160 - 2,280
Matthew G. Kramer
Vice President-- 1998 125,000 - 102,071 3,130
Product Development(5) 1997 91,200 - 11,250 2,280
Joseph A. Bouckaert 1998 160,000 - 102,071 4,053
President and Chief Executive 1997 160,000 - - 4,000
Officer--Vinifera, Inc.(6) 1996 160,000 33,600 - -
</TABLE>
9
<PAGE>
(1) Represents the number of shares of Agritope Common Stock for which options
were awarded. Excludes options for 50,000 shares of Common Stock of
Epitope ("Epitope Stock") received by Mr. Bouckaert under the Epitope
Stock Award Plan in 1996.
(2) Represents amounts contributed to Epitope's 401(k) Plan as employer
matching contributions in the form of Epitope Stock prior to December 30,
1997 and amounts contributed to Agritope's 401(k) Plan as employer matching
contributions of Agritope common stock in 1998.
(3) The information in the above table does not include approximately $440,000
payable by Epitope in monthly installments over 22 months 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 resigned effective July 1998.
(5) Mr. Kramer was not an executive officer in 1996.
(6) Information for Mr. Bouckaert for 1996 includes compensation paid for
periods during which Vinifera was not a subsidiary of Agritope.
GRANTS OF OPTIONS TO PURCHASE COMMON STOCK IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
--------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT ASSUMED
TOTAL ANNUAL RATES OF STOCK PRICE
NUMBER OF OPTIONS APPRECIATION FOR OPTION TERM(2)
MARKET -------------------------------------
SECURITIES GRANTED TO EXERCISE PRICE
UNDERLYING EMPLOYEES PRICE ON DATE (AMOUNTS IN THOUSANDS)
OPTIONS IN FISCAL PER OF
NAME GRANTED YEAR SHARE GRANT 0% 5% 10%
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Adolph J. Ferro 407,529 28.6% $5.25 $7.00 $713.2 $2,507.2 $5,259.6
Gilbert N. Miller 211,593 14.9 5.25 7.00 370.3 1,301.8 4,881.2
Richard K. Bestwick 143,900 10.1 5.25 7.00 251.8 885.3 1,857.2
Joseph A. Bouckaert 102,071 7.2 5.25 7.00 178.6 628.0 1,317.3
Matthew G. Kramer 102,071 7.2 5.25 7.00 178.6 628.0 1,317.3
</TABLE>
(1) Option grants are non-qualified options with an unlimited term. The
holders' right to exercise options will expire immediately upon termination
of employment for cause, five years after retirement and one year after
termination of employment for any other reason. Subject to certain
conditions, the exercise price of the options may be paid by delivery of
previously acquired shares of Common Stock. No SAR's were granted in fiscal
1998.
(2) Potential realizable values are based on the indicated assumed rates as
specified by the Securities and Exchange Commission, compounded annually
for a ten-year period. These increases in hypothetical value are based on
speculative assumptions and are not intended to forecast possible future
appreciation, if any, of the Company's stock price.
10
<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,
1998, and none of such officers held any options exercisable for Agritope Common
Stock at September 30, 1998.
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
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
The Compensation Committee establishes compensation policies for
non-employee directors of Agritope. Non-employee directors do not receive any
cash compensation, but they are reimbursed for out-of-pocket expenses in
connection with attending Board and committee meetings. Under the current
compensation policy, each non-employee director is 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. On December 1 of each subsequent year on which each
non-employee director is a member of the Agritope Board of Directors, the
director will receive an additional option for 5,000 shares of Common Stock. The
options will have an indefinite term. Vesting, exercise price and other terms
will be determined by the Compensation Committee within the limitations of
Agritope's 1997 Award Plan (the "Award Plan"). To date, options have been
granted to directors in accordance with the policy at exercise prices of $5.25
and $2.00 and with annual vesting rates of 25% and 20% as of December 1, 1997
and 1998, respectively. Mr. Lefebvre is prohibited from receiving options by
policy of his employer and, accordingly, has not been granted any options.
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 by reference other Securities Act or Exchange Act filings in
whole or in part.
11
<PAGE>
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, including the chief
executive officer, and determines the amount of compensation for all executive
officers, including awards under 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.
12
<PAGE>
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 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 national
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 cash bonus 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. As set forth in the accompanying table
entitled "Grants of Options to Purchase Common Stock in Last Fiscal Year," 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.
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.
Respectfully submitted,
Compensation Committee:
Nancy L. Buc, Chair
W. Charles Armstrong
13
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return to investors in
Agritope Common Stock, the Nasdaq Composite Index and the Russell 2000 Index for
the period from December 29, 1997 (the date on which trading of Agritope Common
Stock commenced) through September 30, 1998. The graph assumes that $100 was
invested on December 29, 1997 in Agritope Common Stock and in each of the
above-mentioned indices and that all dividends were reinvested. The Russell 2000
Index is an index of companies with market capitalizations similar to that of
the Company. It has been selected because the Company has been unable to
identify a peer group of companies for comparison. No single public company has
a comparable mix of technologies under development or products that serve the
same markets as the Company. The Company's management believes that an index of
companies with similar market capitalizations provides a reasonable basis for
comparing total shareholder returns. Stockholders are cautioned that the graph
shows the returns to investors only as of the dates noted and may not be
representative of the returns for any future period.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHICS
DECEMBER 29, 1997 SEPTEMBER 30, 1998
Agritope, Inc................. 100 21.6
Nasdaq Composite Index.......... 100 110.2
Russell 2000 Index............ 100 85.2
14
<PAGE>
CERTAIN TRANSACTIONS
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 five 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 $7.00 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 purchased 214,285 shares of Series A Preferred for $7.00 per share in
January 1998. 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."
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, examined the financial
statements of the Company for fiscal 1998. The Company expects representatives
of Arthur Andersen LLP to be present at the Annual Meeting and to be available
to respond to appropriate questions from stockholders. Representatives of Arthur
Andersen LLP will have the opportunity to make a statement at the meeting if
they desire to do so. Arthur Andersen LLP has been retained to examine the
financial statements of the Company for fiscal 1999.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Effective February 23, 1998, Agritope dismissed its prior independent
accountant, PricewaterhouseCoopers LLP. The decision to change accountants was
recommended by Agritope's Audit Committee and was approved by its Board of
Directors.
PricewaterhouseCoopers LLP reports on Agritope's financial statements for
fiscal years 1997 and 1996 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles, except that the PricewaterhouseCoopers LLP report on the
financial statements for the year ended September 30, 1997 included an
explanatory paragraph regarding a change in the basis of presentation of such
financial statements from those previously issued.
During the audits for the years 1997 and 1996 and through the date hereof,
there were no disagreement between Agritope and PricewaterhouseCoopers LLP on
any matters of auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused it
to make a reference to the subject matter of the disagreements in connection
with its reports.
15
<PAGE>
Agritope requested that PricewaterhouseCoopers LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated February 27,
1998, was filed as Exhibit 16 to a Current Report on Form 8-K dated February 23,
1998.
Effective February 23, 1998, Agritope engaged Arthur Andersen LLP ("Arthur
Andersen") as its principal accountant. During fiscal years 1997 and 1996 and
through February 23, 1998, Agritope did not consult Arthur Andersen regarding
any of the matters or events set forth in Item 304 (a) (2) (i) and (ii) of
Regulation S-K.
ANNUAL REPORT
The Company's Annual Report to Stockholders, which incorporates the
Company's Annual Report on Form 10-K, for the fiscal year ended September 30,
1998 accompanies this proxy statement.
STOCKHOLDERS PROPOSALS FOR 2000 ANNUAL MEETING
To be eligible for inclusion in the Company's proxy materials for the 2000
annual meeting of stockholders, a proposal intended to be submitted by a
stockholder for action at that meeting, in addition to complying with the
stockholder eligibility and other requirements of the Securities and Exchange
Commission's rules governing such proposals, must be received not later than
September 28, 1999 by the Secretary of the Company at the Company's principal
executive offices, 16160 SW Upper Boones Ferry Road, Portland, Oregon 97224. In
addition, the Company's Bylaws require that notice of stockholder proposals and
nominations for director to be considered at the 2000 annual meeting be received
by the Secretary of the Company at the above address not later than December 24,
1999. The proposal must include certain specified information concerning the
proposal or nominee, as the case may be, and information as to the proponent's
ownership of Common Stock of the Company. Proposals not meeting these
requirements will not be considered at the 2000 annual meeting. The Secretary
should be contacted in writing at the above address to obtain additional
information as to the proper form and content of submissions.
Gilbert N. Miller
Secretary
January 26, 1999
16
<PAGE>
PROXY
AGRITOPE, INC.
1999 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 1999 annual meeting of stockholders of Agritope, Inc. to be held on
Monday, February 22, 1999, 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. 1999 ANNUAL MEETING OF STOCKHOLDERS,MONDAY, FEBRUARY 22, 1999
ELECTION OF DIRECTORS:
FOR WITHHOLD
Class 2 nominees (term expiring 2002) / / / /
-- --
W. Charles Armstrong
James T. King
Roger L. Pringle
(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.)
<PAGE>
Signature(s) Dated: , 1999
------------------------------------- -----------
(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.
1999 ANNUAL MEETING OF STOCKHOLDERS
MONDAY, FEBRUARY 22, 1999
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
PROXY
AGRITOPE, INC. 1999 ANNUAL MEETING OF STOCKHOLDERS PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
SERIES A PREFERRED 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 1999 annual meeting of stockholders of Agritope, Inc. to be held on
Monday, February 22, 1999, 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.
ELECTION OF DIRECTORS:
FOR WITHHOLD
Class 2 nominees (term expiring 2002) / / / /
-- --
W. Charles Armstrong
James T. King
Roger L. Pringle
Series A nominee (term expiring 1999)
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: , 1999
------------------------------------- -----------
(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.
