SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 the 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
AGRIBRANDS INTERNATIONAL INC.
--------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AGRIBRANDS INTERNATIONAL, INC.
9811 South Forty Drive
St. Louis, Missouri 63124
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 28, 1999
To the Holders of Common Stock of
Agribrands International, Inc.:
Please be advised that the Annual Meeting of Shareholders of Agribrands
International, Inc. will be held on Thursday, January 28, 1999, at 2:00 p.m. at
Gateway Center, One Gateway Drive, Collinsville, Illinois. The purposes of the
meeting are:
1. To elect three directors to serve three-year terms expiring at the
Annual Meeting of Shareholders to be held in 2002, or until their
successors are elected and qualified; and
2. To transact such other business as may properly come before the meeting
and any adjournments thereof.
Since the only matter on the agenda is the election of directors and no
proposals for the consideration of other matters were received from
shareholders, we expect the meeting to be brief and limited to consideration and
voting on election of directors, primarily through proxies. Consequently,
management does not plan to make presentations or to offer refreshments at the
meeting.
Only shareholders of record at the close of business on November 20, 1998
will be entitled to notice of and to vote at the meeting and any adjournments
thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOU EXECUTE,
DATE AND RETURN PROMPTLY YOUR PROXY IN THE ENCLOSED ENVELOPE. YOU MAY WITHDRAW
YOUR PROXY AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors,
/s/ Michael J. Costello
------------------------------------
Michael J. Costello
General Counsel and Secretary
November 25, 1998
<PAGE>
AGRIBRANDS INTERNATIONAL, INC.
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Agribrands
International, Inc. (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the 1999 Annual
Meeting of Shareholders to be held at the time and place and for the purposes
set forth in the foregoing Notice of Annual Meeting of Shareholders. This Proxy
Statement is being mailed to shareholders on or about November 27, 1998.
VOTING AND REVOCABILITY OF PROXY
The voting securities of the Company presently consist of its $.01 par
value Common Stock ("Common Stock"). As of November 20, 1998, the Company had
10,668,571 shares of Common Stock issued and outstanding.
The persons named as proxies on the proxy card accompanying this Proxy
Statement were designated by the Company's Board of Directors (the "Board"). The
shares represented by each such proxy will be voted in accordance with the terms
of the proxy. Proxies also authorize such persons to vote the shares represented
thereby on any matters not known at the time this Proxy Statement was printed
that may properly be presented for action at the meeting. Any shareholder giving
a proxy has the right to revoke it by notifying the Secretary of the Company in
writing at any time before it is voted. Execution of the proxy will not affect a
shareholder's right to attend the meeting and vote in person.
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on November 20, 1998
are entitled to vote at the meeting. Each share of Common Stock outstanding on
the record date will be entitled to one vote. The Company's shareholders do not
have the right to vote cumulatively in electing directors.
A majority of the outstanding shares entitled to vote at this meeting,
represented in person or by proxy, will constitute a quorum. The affirmative
vote of a majority of the shares entitled to vote on the subject matter and
present in person or by proxy at a meeting at which a quorum is present is
required to elect directors and act on other matters properly brought before the
meeting. Shares represented by proxies that are marked "withheld" with respect
to the election of any one or more of the nominees for election as directors and
proxies that are marked to deny discretionary authority on any other matters
will be counted as shares present for purposes of determining the presence of a
quorum; such shares will also be treated as shares present and entitled to vote,
which will have the same effect as a vote against such nominee or nominees and
any such other matters, respectively. If a broker indicates on the proxy that it
does not have discretionary authority to vote on a particular matter, the
related shares will not be considered as present and entitled to vote with
respect to that matter.
PROXY STATEMENT PROPOSALS
ELECTION OF DIRECTORS
(PROPOSAL 1 ON PROXY CARD)
Under the Company's Articles of Incorporation (the "Articles"), Bylaws and
Board resolutions adopted pursuant thereto, the Board consists of seven members
organized into three classes, with one class consisting of three members and two
classes consisting of two members, and with each director elected to serve for a
three-year term.
At this meeting, the Board proposes the election of three directors to
serve three-year terms ending with the 2002 Annual Meeting of Shareholders, or
until their successors are elected and qualified. In accordance with the
recommendation of its Nominating and Compensation Committee, the Board has
1
<PAGE>
nominated David R. Banks, Jay W. Brown and M. Darrell Ingram for election as
directors at this meeting. Each nominee is currently serving as a director and
has consented to serve for a new term. Should any one or more of the nominees be
unable or unwilling to serve as a director (which is not expected), the proxies
(except proxies marked to the contrary) will be voted for such other person or
persons as the Board of Directors of the Company may recommend, unless the Board
reduces the number of directors.
INFORMATION ABOUT NOMINEES AND DIRECTORS
Biographical information regarding Nominees for Director and Directors
Continuing in Office is set forth below. Directors' ages are as of August 31,
1998.
David R. Banks, Director Since 1998, Age 61
(Standing for election at this meeting for a term expiring 2002.)
Chairman of the Board and Chief Executive Officer, Beverly
Enterprises, Inc. (health care services). Also a director of
Nationwide Health Properties, Inc., Ralston Purina Company and
Wellpoint Health Networks, Inc.
Jay W. Brown, Director Since 1998, Age 53
(Standing for election at this meeting for a term expiring 2002.)
Active participant in Westgate Group, LLC (private equity investment
firm), responsible for operational management of portfolio companies.
Former President and Chief Executive Officer, Protein Technologies
International, Inc. a subsidiary of E. I. DuPont de Nemours and
Company (soy protein products) and former Vice President, Ralston
Purina Company and former Chairman and Chief Executive Officer,
Continental Baking Company (fresh bakery products). Also a director of
Foodmaker, Inc.
M. Darrell Ingram, Director Since 1998, Age 65
(Standing for election at this meeting for a term expiring 2002.)
Former Chairman of the Board, Red Fox Environmental Services, Inc.
(pollution control services). Retired President and Chief Executive
Officer, Petrolite Corporation (specialty chemicals). Also a director
of Ralston Purina Company.
H. Davis McCarty, Director Since 1998, Age 58
(Continuing in Office-Term Expiring 2000.)
Private Consultant for agri business marketing and strategic planning.
Former President, Consolidated Nutrition, a subsidiary of Archer
Daniels Midland and AGP, Inc. Former Chairman and President of
Innovative Pork Concepts subsidiary of Central Soya. Former Chief
Executive of Genetics and Trading Businesses, BP Nutrition division of
British Petroleum PLC, and former Vice President, Purina Mills, Inc.
Joe R. Micheletto, Director Since 1998, Age 61
(Continuing in Office-Term Expiring 2000.)
Chief Executive Officer and President, Ralcorp Holdings, Inc. (food
products). Former Vice President and Controller, Ralston Purina
Company. Also a director of Ralcorp Holdings, Inc. and Vail Resorts,
Inc.
Martin K. Sneider, Director Since 1998, Age 55
(Continuing in Office-Term Expiring 2001.)
Adjunct Professor of Retailing, Washington University of St. Louis,
Missouri. Former President of Edison Brothers Stores, Inc. (specialty
retail). Also a director of CPI Corporation. Edison Brothers filed for
protection under Chapter 11 of the Federal Bankruptcy Code in November
1995 and emerged from those proceedings in September 1997. Mr. Sneider
had been President until April, 1995.
2
<PAGE>
William P. Stiritz, Director Since 1998, Age 64
(Continuing in Office-Term Expiring 2001.)
Chairman of the Board, Chief Executive Officer and President,
Agribrands International, Inc. Chairman of the Board, and former Chief
Executive Officer and President, Ralston Purina Company. Also Chairman
of the Investment Committee of Westgate Group, LLC, a private equity
investment firm. Also a director of Angelica Corporation, Ball
Corporation, The May Department Stores Company, Ralcorp Holdings,
Inc., Reinsurance Group of America, Incorporated and Vail Resorts,
Inc.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MESSRS. BANKS, BROWN AND INGRAM.
OWNERSHIP OF COMPANY'S SECURITIES
Table I below sets forth information regarding persons known by the Company
to beneficially own (as defined by Securities and Exchange Commission ("SEC")
Rule 13d-3) more than 5% of the Company's Common Stock.
<TABLE>
TABLE I
<CAPTION>
Name and Address of Number of Shares % of Shares Explanatory
Beneficial Owner Beneficially Owned Outstanding Notes
<S> <C> <C> <C>
Southeastern Asset Management, Inc. 1,194,694 11.2% (A)
6410 Poplar Ave., Suite 900
Memphis, TN 38119
Highbridge Capital Management, LLC 796,900 7.5% (B)
767 Fifth Avenue
New York, NY 10153
Greenlight Capital LLC 912,300 8.6% (C)
420 Lexington Ave., Suite 875
New York, NY 10170
NationsBank Corporation 576,812 5.4% (D)
NationsBank Plaza
Charlotte, NC 28255
</TABLE>
(A) Based on Schedule 13G dated October 6, 1998 filed with the SEC by (i)
Southeastern Asset Management, Inc., ("Southeastern") an investment adviser
registered under Section 203 of the Investment Advisors Act of 1940, (ii)
Longleaf Partners Small-Cap Fund ("Longleaf"), an investment company
registered under Section 8 of the Investment Company Act of 1940, and (iii)
Mr. O. Mason Hawkins, Chairman of the Board and Chief Executive Officer of
Southeastern. All of the shares covered by the Schedule 13G are owned of
record by Southeastern's investment advisory clients, including Longleaf,
which owns of record and beneficially 1,015,400 of the 1,194,594 shares
reported as beneficially owned by Southeastern. Southeastern has sole
voting power with respect to 104,884 of the shares it beneficially owns,
shared voting power with respect to 1,068,400 of such shares and no voting
power with respect to 21,310 of such shares. In addition, Southeastern has
sole dispositive power with respect to 126,194 of such shares and shared
dispositive power with respect to 1,068,400 of such shares. Longleaf has
shared voting power and shared dispositive power with respect to all of the
1,015,400 shares which it beneficially owns. Mr. Hawkins joined in the
filing of the Schedule 13G in the event that he could be deemed to be a
controlling person of Southeastern as a result of his official positions
with or ownership of the voting securities of Southeastern. Mr. Hawkins has
expressly disclaimed the existence of such control in the Schedule 13G and
has reported that he does not beneficially own any of the shares covered by
the Schedule 13G.
3
<PAGE>
(B) Based on information contained in Form 13F filed by Highbridge Capital
Management, LLC ("Highbridge") for calendar quarter ended June 30, 1998.
The Form 13F does not indicate the number of such shares, if any, with
respect to which Highbridge shares investment discretion. The Form 13F does
not indicate whether or not Highbridge exercises sole, shared or no voting
authority with respect to such shares.
(C) Based on Amendment No. 2 to Schedule 13D dated November 4, 1998 which was
filed with the SEC by (i) Greenlight Capital LLC ("Greenlight"); (ii) David
Einhorn; and (iii) Jeffrey A. Keswin. Messrs. Einhorn and Keswin are
principals of Greenlight, which company provides investment management
services to private individuals and institutions. Each of Greenlight, Mr.
Einhorn and Mr. Keswin has sole voting power and sole dispositive power
with respect to all 912,300 shares.
(D) Based on information provided to the Company by NationsBank Corporation
("NationsBank") on or about September 8, 1998. NationsBank has sole voting
power with respect to 133,384 of such shares, shared voting power with
respect to 441,938 of such shares, sole dispositive power with respect to
42,003 of such shares and shared dispositive power with respect to 521,889
of such shares.
Table II sets forth information regarding beneficial ownership (as defined
by SEC Rule 13d-3) of Common Stock by directors, nominees for director,
executive officers named in the Summary Compensation Table on page 7 (the
"Named Executive Officers"), and all directors and executive officers as a
group, as of November 1, 1998. Except as noted, all such persons possess sole
voting and investment powers with respect to the shares listed. An asterisk in
the column listing the percentage of shares beneficially owned indicates the
person owns less than 1% of the Common Stock as of November 1, 1998.
<TABLE>
TABLE II
<CAPTION>
DIRECTORS, NUMBER OF SHARES
NOMINEES AND BENEFICIALLY % OF SHARES EXPLANATORY
EXECUTIVE OFFICERS OWNED OUTSTANDING NOTES
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
David R. Banks 20 *
Jay W. Brown 476 *
M. Darrell Ingram 1,366 * (A)
H. Davis McCarty 921 * (B)
Joe R. Micheletto 0 *
Martin K. Sneider 1,000 *
William P. Stiritz 41,155 * (C)
Bill G. Armstrong 1,211 * (D)
Gonzalo Dal Borgo 159 * (E)
Kim Ki Yong 0 *
Eric M. Poole 0 *
All Directors and Executive
Officers as a Group (14 persons) 47,650 * (F)
- --------
</TABLE>
(A) Includes 26 shares of Common Stock held by his wife.
(B) Includes 492 shares of Common Stock held in his wife's trust of which Mr.
McCarty serves as co-trustee.
(C) Includes 4,615 shares of Common Stock owned by Mr. Stiritz's wife and 934
shares of Common Stock owned by Mr. Stiritz's son. Mr. Stiritz disclaims
beneficial ownership of shares of Common Stock owned by his wife and son.
(D) Includes 3 shares of Common Stock owned by Mr. Armstrong's wife and 208
shares of Common Stock which Mr. Armstrong beneficially owns under the
Company's Savings Investment Plan.
(E) Includes 121 shares of Common Stock which Mr. Dal Borgo beneficially owns
under the Company's Savings Investment Plan.
(F) With respect to all Executive Officers except those named in the above
Table: includes 540 shares of Common Stock as to which such officers
presently have only voting power under the Company's Savings Investment
Plan and 47 shares of Common Stock as to which an officer shares voting and
investment powers.
4
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than ten percent
of the Company's Common Stock, to file initial statements of beneficial
ownership (Form 3), and statements of changes in beneficial ownership (Forms 4
or 5), of the Common Stock with the SEC and the New York Stock Exchange, Inc.
Directors, officers and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all such forms they file.
The Company believes that during fiscal year 1998 its directors and
officers complied with all filing requirements applicable to them, based solely
on the Company's review of the copies of forms received by it, or written
representations from certain reporting persons that no additional forms were
required for those persons.
DIRECTORS' MEETINGS, COMMITTEES AND FEES
The Board currently has four regular meetings scheduled per year, and holds
such special meetings as are deemed advisable, to review significant matters
affecting the Company and to act upon matters requiring Board approval. From the
time of the spin-off of the Company by Ralston Purina Company ("Ralston") on
April 1, 1998 (the "Spin-off"), through the end of fiscal year 1998, there were
two regular meetings of the Board of Directors. Non-management directors receive
an annual retainer of $20,000. They are also paid $1,000 for attending each
regular or special Board meeting, standing committee meeting and telephonic
meeting and for taking action pursuant to a consent to action without a meeting.
The Company also pays the premiums on Directors' and Officers' liability and
travel accident insurance policies insuring directors. Mr. Stiritz receives no
remuneration for his services as a director.
The Company has a Non-Qualified Deferred Compensation Plan. Under this
plan, any non-management director may elect to defer, with certain limitations,
all retainers and fees until retirement or other termination of his
directorship. Deferrals may be made in various investment options which mirror
the performance of the investment funds offered by the Company's Savings
Investment Plan.
To assist the Board in the discharge of its responsibilities, it has an
Audit Committee and a Nominating and Compensation Committee. A description of
each of these standing committees and their membership as of the date of this
Proxy Statement follows:
AUDIT COMMITTEE Members: D. R. Banks, Chairman;
J. W. Brown, M. D. Ingram,
H. D. McCarty, J. R. Micheletto
and M. K. Sneider
The Audit Committee consists of six non-management directors and is
responsible for matters relating to accounting policies and practices, financial
reporting, and internal controls. Each year it recommends to the Board the
appointment of a firm of independent accountants to examine the financial
statements of the Company. It reviews with representatives of the independent
accountants and the Chief Financial Officer the scope of the examination of the
Company's financial statements, results of audits, audit costs, and
recommendations with respect to internal controls and financial matters. The
Audit Committee also reviews non-audit services rendered by the Company's
independent accountants and periodically meets with or receives reports from
principal executive officers. The Audit Committee met one time between the
Spin-off and the end of fiscal year 1998.
NOMINATING AND Members: M. D. Ingram, Chairman;
COMPENSATION COMMITTEE D. R. Banks, J. W. Brown,
H. D. McCarty and M. K. Sneider
The Nominating and Compensation Committee consists of five non-management
directors. It recommends to the Board nominees for election as directors and
executive officers of the Company. Additionally, it makes recommendations to the
5
<PAGE>
Board regarding election of directors to positions on committees of the Board
and compensation and benefits for directors. The Nominating and Compensation
Committee also sets the compensation of all corporate officers and administers
the Agribrands Non-Qualified Deferred Compensation Plan and the Incentive Stock
Plan, including the granting of awards under the latter plan. It also reviews
the competitiveness of management compensation and benefit programs, and
principal employee relations policies and procedures. The Nominating and
Compensation Committee met one time and took action by unanimous written consent
one time between the Spin-off and the end of fiscal year 1998.
The Nominating and Compensation Committee will consider suggestions from
shareholders regarding possible director candidates for the terms of Board
members expiring in 2000. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the Company.
See "Shareholder Proposals for 2000 Annual Meeting" for details regarding the
procedures and timing for the submission of such suggestions.
Since the Spin-off of the Company by Ralston through the end of fiscal year
1998, all directors attended 75% or more of the aggregate of the meetings of the
Board and of the Board committees to which they were appointed.
OTHER BUSINESS
The Board knows of no business that will be presented for consideration at
the 1999 Annual Meeting of Shareholders other than that stated above. Should any
such matter properly come before the meeting, votes may be cast pursuant to
proxies with respect to any such matter in the best judgment of the person or
persons acting under the proxies.
SELECTION OF AUDITORS
The Company's Board, upon the recommendation of the Audit Committee,
appointed PricewaterhouseCoopers LLP as independent accountants for the current
fiscal year. PricewaterhouseCoopers LLP was the Company's independent accountant
for fiscal year 1998. A representative of that firm will be present at the 1999
Annual Meeting of Shareholders, will have an opportunity to make a statement, if
desired, and will be available to respond to appropriate questions.
EXECUTIVE COMPENSATION
Introduction and Summary
The following tables and narrative text discuss the compensation paid in
fiscal year 1998 to the Named Executive Officers, i.e., the Company's Chief
Executive Officer and President and to the Company's four other most highly
compensated executive officers.
The Summary Compensation Table set forth below summarizes compensation
received by the Named Executive Officers since the Spin-off of the Company by
Ralston, that is, for five months rather than for a full fiscal year. Annualized
salaries, i.e., the salary amounts which would have been paid to the Named
Executive Officers had they been paid for a full year at the rates in effect
from the Spin-off date through the end of the fiscal year are reflected in the
"Salary" column.
6
<PAGE>
The full amount of bonuses paid by the Company at the end of fiscal year
1998 is reflected in the "Bonus" column. No attempt has been made to pro rate
bonuses based on the relationship between the period before the Spin-off and the
period after the Spin-off.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Compensation
(Awards)
Annual Compensation Securities
Other Annual Underlying All Other
Name and Compensation Options Compensation
Principal Position Year Salary($) Bonus($) ($) (#) ($)(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
W. P. Stiritz 1998 $ - 0 - $ - 0 - $ 30,593(2) 1,000,000 $- 0 -
Chairman of the Board,
Chief Executive Officer
and President
B. G. Armstrong 1998 $200,000 $150,000 $- 0 - 10,000 $ 2,423
Chief Operating Officer
G. Dal Borgo 1998 $192,816 $ 57,845 $- 0 - 1,000 $ 2,443
Vice President, Strategic
Product Development
K. Y. Kim 1998 $117,036(3) $100,000 $ 28,468(3)(4) 10,000 $38,568(3)
Chief Operating Officer
North Asia Region
E. M. Poole 1998 $211,753(5) $ 70,000 $133,364(6) 5,000 $ 2,696
Chief Operating Officer
Europe Region
- ---------
</TABLE>
(1) The amounts shown in this column consist of the following: (i) Company
matching contributions under the Company's Savings Investment Plan - such
amounts are $1,527, $1,111 and $2,696, respectively, for Messrs. Armstrong,
Dal Borgo and Poole; (ii) Company matching contributions under the
Company's Non-Qualified Deferred Compensation Plan - such amounts are $896
and $1,332, respectively, for Messrs. Armstrong and Dal Borgo; and (iii)
severance accrual for Mr. Kim for 1998 pursuant to certain severance
arrangements described in detail on page 9 under the heading "Compensation
Pursuant to Plans-Severance Plan."
(2) The amounts shown in this item include expenses incurred by the Company of
$8,250 in connection with reimbursement for financial planning; $14,288 in
connection with use of Company aircraft; and $8,055 in connection with an
automobile.
(3) The amounts shown were converted to U. S. Dollars from South Korean Won
using the August 31, 1998 exchange rate of 1,349.5 South Korean Won to 1
U.S. Dollar.
(4) The amount shown in this item includes $15,264 in expenses incurred by the
Company in connection with Mr. Kim's use of an automobile and the
compensation paid to a driver in connection therewith. The amount in this
item also includes $11,856 in connection with interest forgone by the
Company in connection with a key money deposit on a residence.
(5) The amount shown includes: (i) salary of $192,400, and (ii) $17,790 for the
differential in the cost of living between the United States and Spain,
both of which were converted to U.S. Dollars from Spanish Peseta using the
August 31, 1998 exchange rate of 149.33 Spanish Peseta to 1 U.S. Dollar. It
also includes a U.S. paid premium of $1,563 for his undertaking an
assignment in a foreign country.
(6) The amount shown in this item includes expenses incurred by the Company of
$127,123 in connection with tax gross ups on salary and other benefits.
7
<PAGE>
The following table sets forth stock option grants to the Named Executive
Officers during fiscal year 1998.
<TABLE>
Option/SAR Grants in Last Fiscal Year
<CAPTION>
Potential Realizable Value at
Number of % of Total Assumed Annual Rates of
Securities Options/SARs Stock Price Appreciation
Underlying Granted to Exercise or for Option Term(1)
Options/SARs Employees in Base Price Expiration -----------------------------------
Name Granted (#) Fiscal Year ($/Sh)(2) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
B. G. Armstrong 10,000(3) .82% $ 34.25 5/29/08 $ 215,396 $ 545,857
G. Dal Borgo 1,000(3) .08% $ 34.25 5/29/08 $ 21,540 $ 54,586
K.Y. Kim 10,000(4) .82% $ 34.25 5/29/08 $ 215,396 $ 545,857
E. M. Poole 5,000(3) .41% $ 34.25 5/29/08 $ 107,698 $ 272,928
W. P. Stiritz 1,000,000(5) 82.00% $ 36.68 5/12/08 $ 23,067,855 $ 58,458,473
</TABLE>
(1) Potential realizable value is calculated based on an assumption that the
price of the Common Stock appreciates at the annual rates shown (5%, 10%),
compounded annually, from the date of grant of option until the end of the
option term. The value is net of the exercise price but is not adjusted for
the taxes that would be due upon exercise. The Company has elected to
illustrate the potential realizable value using 5% and 10% assumed rates of
appreciation pursuant to the rules of the SEC. This does not represent the
Company's estimate or projection of future stock prices; actual gains, if
any, upon future exercise of any of these options will depend on the actual
performance of the Common Stock.
(2) Market price on date of grant.
(3) Stock Option granted is 100% exercisable on May 29, 2003.
(4) Stock Appreciation Right granted is 100% exercisable on May 29, 2003.
(5) Stock Option granted is 100% exercisable on May 12, 2003.
The following table sets forth fiscal year-end option values. None of the
options reflected in the table were exercisable on August 31, 1998, the end of
the Company's fiscal year. No options were exercised by any of the Named
Executive Officers during the fiscal year.
<TABLE>
Fiscal Year End Option/SAR Values
<CAPTION>
Value of Unexercised
Number of Securities Underlying In-the-Money Options/
Unexercised Options/SARs at FY-End (#) SARs at FY-End ($)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
B. G. Armstrong 0 10,000 $0 $0
G. Dal Borgo 0 1,000 $0 $0
K. Y. Kim 0 10,000 $0 $0
E. M. Poole 0 5,000 $0 $0
W. P. Stiritz 0 1,000,000 $0 $0
</TABLE>
8
<PAGE>
Compensation Pursuant to Plans
During fiscal year 1998, the Company maintained certain plans that provided
benefits to executive officers and other employees of the Company. Descriptions
of some of those plans follow. The descriptions provided are in summary form and
are contained in this Proxy Statement solely in order to meet SEC requirements
regarding disclosure of the compensation of the Named Executive Officers and
should not be used for any other purpose.
Change-in-Control and Termination of Employment Arrangements
The Company has Management Continuity Agreements with the Named Executive
Officers. The purpose of these agreements is to provide severance compensation
in the event of voluntary or involuntary termination after a change in control
of the Company, which is generally defined as the acquisition of 50% or more of
the outstanding shares of the Company's Stock, or the failure of the initial
directors or their recommended or appointed successors to constitute a majority
of the Company's Board of Directors. The compensation provided would be in the
form of (i) a lump sum payment equal to the present value of continuing their
respective salaries and bonuses for a specified period following termination of
employment, and (ii) the continuation of other employee benefits for the same
period. The initial applicable period will be two years for the Named Executive
Officers in the event of an involuntary termination of employment (including a
constructive termination), and one year in the event of a voluntary termination
of employment, which periods will be subject to reduction for periods the
relevant individual remains employed following a change in control. No payments
would be made in the event termination is due to death, disability or normal
retirement, or is for cause; nor would any payments be calculated for periods
beyond a participant's normal retirement date.
Contracts governing stock options and stock appreciation rights provide
that upon a change in control of the Company all terms, conditions, restrictions
and limitations in effect with respect to any unexercised awards lapse and no
other terms and conditions will be applied, and any unexercised, unvested,
unearned or unpaid shares become 100% vested.
Severance Plan
The Company's Korean affiliate, in accordance with the Korean Labor Law,
provides lump sum severance payments to employees upon termination of
employment. The Korean affiliate offers an enhanced severance plan for its
executive officers in lieu of the Korean-mandated obligation. This severance
plan is partially funded. Mr. Kim, as the chief executive officer of the Korean
affiliate participates in this severance plan. His severance accrual is
calculated based upon his current salary, years of service and a multiplier
based on position within the Korean affiliate. For the purpose of calculating
this severance benefit, Mr. Kim had, as of August 31, 1998, 25 years of credited
service, calculated to the nearest year. Credited service is based upon
employment by the Company's Korean affiliate and includes the period the
affiliate was owned by Ralston, the Company's former parent corporation.
Earnings used in calculating benefits under the severance plan previously
described are approximately equal to amounts included in the Salary and Bonus
columns in the Summary Compensation Table on page 7. If Mr. Kim's employment
with the Company would have been terminated as of the end of fiscal year 1998,
his lump-sum severance payment would have been $606,091 pursuant to this
severance plan.
Grantor Trust
During fiscal year 1998, the Company established and funded an irrevocable
grantor trust to provide a source of funds to assist the Company in meeting its
obligations under certain employee benefit plans and programs in which the Named
Executive Officers, as well as other employees, participate. At the present
time, assets of the trust consist primarily of funds deposited with the trustee
for investment in investment options which mirror the performance of the
investment funds offered by the Company's Savings Investment Plan. In the event
that the Company is in default of its funding obligations under the trust,
payment of obligations under such plans and programs will immediately accelerate
unless the employee elects to defer payment.
9
<PAGE>
Compensation Committee Interlocks and Insider Participation
Mr. Stiritz, President, Chief Executive Officer and Chairman of the Board
of Agribrands, is Chairman of the Nominating and Compensation Committee of the
Board of Directors of Ralcorp Holdings, Inc. Mr. Micheletto, a director of
Agribrands, is the Chief Executive Officer and President of Ralcorp Holdings,
Inc.
Mr. Stiritz is an investor in, and chairman of the investment committee of,
Westgate Group, LLC, a private equity investment firm. Mr. Brown, a director of
the Company, is responsible for the operational management of portfolio
companies acquired by the Westgate Group, LLC.
Nominating and Compensation Committee
Report on Executive Compensation
I. Nominating and Compensation Committee
The Nominating and Compensation Committee (the "Committee") is comprised of
non-management directors free from interlocking or other relationships that
might be considered a conflict of interest. The Committee approves all direct
and indirect compensation of all executive officers, including base salary,
bonuses, and long-term stock-based awards such as stock options and restricted
stock. See "Directors' Meetings, Committees and Fees-Nominating and Compensation
Committee" on page 5 hereto. In accordance with the SEC rules, the Committee has
provided the following report regarding executive compensation.
II. Executive Officer Compensation
The Spin-off of the Company's businesses from Ralston on April 1, 1998, was
intended to be a "triggering event" to introduce sharp focus and urgent action
across all areas of the business. The Committee expects that executive officer
compensation, like other performance levers, will be modified over time to fit
the comprehensive strategies that arise within this new context.
The Company's fiscal year runs from September 1 to August 31. As a result,
during the period from September 1, 1997 to March 31, 1998, the Named Executive
Officers participated in the compensation and incentive programs of Ralston and
realized income from these programs both before and after completion of the
Spin-off, including acceleration of certain non-qualified stock option and
restricted stock awards. As this compensation relates to the programs and
policies of the former parent rather than those of the new Company, this income
is excluded from the compensation tables in the proxy statement. Except as noted
below, the tables reflect only compensation earned from April 1, 1998 through
August 31, 1998.
With respect to base salaries, the Committee elected not to disrupt the
normal pattern of compensation reviews and adjustments at year-end. Therefore,
annualized salaries (i.e., the salary amounts which would have been paid to the
Named Executive Officers had they been paid for a full year at the rates in
effect from the Spin-off date through the end of the fiscal year) are reflected
in the "Salary" column for each Named Executive Officer.
The full amounts of bonuses to be paid by the Company for fiscal year 1998
are reflected in the "Bonus" column. No attempt has been made to pro rate
bonuses based on the relationship between the period before the Spin-off and the
period after the Spin-off.
Annual bonuses for the Named Executive Officers (other than the Chief
Executive Officer) were based on subjective evaluation of performance by the
Chief Executive Officer, prior bonus levels, and consideration of bonus levels
for comparable positions in a broad-based index provided by external
compensation consultants (the Committee uses this broad-based index rather than
the comparable companies listed in the stock performance chart because of the
limited number of industry-specific comparisons available and in recognition
that the Company competes for management talent against the larger universe of
companies who require expertise in international management and finance). The
subjective evaluations were formal evaluations covering several functional areas
including financial performance, organizational development, sales and marketing
10
<PAGE>
management, management of capital asset investments, response to environmental
changes, and performance against specific objectives established at the
beginning of the period.
In fiscal 1998, 51,000 non-qualified stock options and stock appreciation
rights were granted to the Executive Officers (excluding the Chief Executive
Officer) under the Company's Incentive Stock Plan. This initial grant, intended
to establish a connection between employee interests and those of the
shareholders, does not include stock performance hurdles. The Committee expects
to utilize stock options or stock appreciation rights in the future to
accomplish a variety of goals including increased emphasis on long-term value
creation and management retention.
III. Chief Executive Officer Compensation
At the March 19, 1998 meeting of the Board and the subsequent May 12, 1998
meeting conducted by unanimous written consent of the Committee, it was
established that stock options would be the principal form of compensation for
the Chief Executive Officer for a period of five years. This decision was based
on a desire to (1) ensure retention of the Chief Executive Officer for the first
five years of operation for the new Company, (2) provide appropriate
compensation for the Chief Executive Officer without the need for substantial
cash outlays, and (3) fully align the interests of the Chief Executive Officer
with those of the Company's shareholders.
In the action by unanimous written consent on May 12, 1998, the Committee
finalized a grant of one million options to the Chief Executive Officer. The
grant was determined after consultation with an international human resources
consulting group and was intended to deliver total value equal to five years of
average total compensation of chief executives of other firms in
agriculturally-based businesses as well as other companies recently spun-off
from larger conglomerates. All of these options vest on the fifth anniversary of
the grant date.
M. D. Ingram-Chairman D. R. Banks
J. W. Brown H. D. McCarty
M. K. Sneider
11
<PAGE>
Performance Graph
The graph displayed below is presented in accordance with SEC requirements.
Shareholders are cautioned against drawing any conclusions from the data
contained therein, as past results are not necessarily indicative of future
performance. This graph in no way reflects the Company's forecast on future
financial performance.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act, that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following Performance Graph and the Nominating and
Compensation Committee Report on Executive Compensation set forth above shall
not be incorporated by reference into any such filings.
The following line graph shows the cumulative total shareholder return on a
$100 investment in the Company's Common Stock in comparison to cumulative total
return of the stocks in the S&P 500, MSCI EAFE and International Feed Producers
Indices. The International Feed Producer Index is a company-constructed index.
The index is a market value weighted average in U.S. Dollars of selected
publicly-traded international animal feed producers, consisting of: Charoen
Pokphand Feedmill Public Co. (Thailand), Charoen Pokphand Indonesia, Gold Coin
Berhad (Malaysia), Gyomarc'h Nutrition Animale (France), Nutreco Holding BV
(Netherlands), Ridley Canada, Ltd., Ridley Corp. Ltd. (Australia) and Woo Sung
Feed Company (Korea). The MSCI EAFE Index (Morgan Stanley Capital
International-Europe, Australia and Far East Index) is a market value weighted
average of approximately 1,100 securities listed on exchanges in Europe,
Australia, New Zealand and Asia, but, does not include U.S. listed securities.
Since the Company conducts substantially all of its business outside of the
United States, it believes that this Index provides a useful comparison.
Comparison of Total Return on $100 Invested in
Agribrands International, Inc. Common Stock on April 1, 1998 vs.
S&P 500, MSCI EAFE and International Feed Producers
[GRAPH]
The graph depicts the following returns:
S&P MSCI International
Agribrands 500 EAFE Feed Producers
---------- ------ ------ ----------------
4/1/98 100.00 100.00 100.00 100.00
8/31/98 81.18 86.39 88.59 98.34
12
<PAGE>
CERTAIN TRANSACTIONS
Spin-off and Related Transactions
Prior to April 1, 1998, the Company was a wholly-owned subsidiary of
Ralston. On April 1, 1998, Ralston distributed the Common Stock of the Company
to its shareholders in a Spin-off. Ralston and the Company entered into certain
agreements described below providing for the Company's orderly transition from a
Ralston subsidiary to an independent publicly held company.
Agreement and Plan of Reorganization
Ralston and the Company entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement") providing for, among other
things, the principal corporate transactions required to effect the Spin-off.
The Reorganization Agreement. The Reorganization Agreement provides for the
completion of the transactions required to effect the Spin-off. The
Reorganization Agreement also provides that Ralston retained or assumed certain
other liabilities associated with the Company's business, including certain
employee benefit plan liabilities associated with U.S. employees or former
employees of the Company's business.
Indemnification. Subject to certain exceptions, the Reorganization
Agreement provides for indemnification by the parties as follows:
Ralston agreed to indemnify the Company against any liabilities assumed or
retained by Ralston pursuant to the Reorganization Agreement and liabilities
relating to (i) any breach by Ralston or any of its subsidiaries of any covenant
made in the Reorganization Agreement or any other agreement referred to therein
(the "Ancillary Agreements"); (ii) any third party claim primarily relating to
the actions of the Ralston Board in authorizing the Spin-off; (iii) the
operation of the businesses conducted, or to be conducted, by Ralston and its
subsidiaries or the ownership of its assets (other than businesses and assets to
be contributed to the Company and other former businesses associated with
Ralston's international animal feeds business) both prior to and following the
Spin-off, except to the extent the liabilities therefor were assumed or retained
by the Company or one of its subsidiaries pursuant to the Reorganization
Agreement or any Ancillary Agreement; (iv) with respect to employee benefit
plans sponsored by Ralston, the failure of Ralston to comply with provisions of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and (v) any
violations of the Code, or of Federal or state securities laws, in connection
with the Spin-off or with any filings made with governmental agencies with
respect thereto, except to the extent that such violations, or allegations of
violations, result from, or are related to, the disclosure, or failure to
disclose, information to Ralston's corporate staff by officers, directors,
employees, agents, consultants and representatives of the Company's business.
The Company agreed to indemnify Ralston against any liabilities assumed or
retained by the Company or its subsidiaries pursuant to the Reorganization
Agreement, and liabilities relating to (i) any breach by the Company or any of
its subsidiaries of any covenant made in the Reorganization Agreement or any
Ancillary Agreement, (ii) the operation of the Company's business and other
former businesses associated with Ralston's international animal feeds
operations, or the ownership of the assets utilized in those businesses, except
to the extent the liabilities therefor were assumed or retained by Ralston or
one of its subsidiaries pursuant to the Reorganization Agreement or any
Ancillary Agreement, (iii) with respect to employee benefit plans sponsored by
the Company, the failure of the Company to comply with the provisions of ERISA
or the Code, and (iv) any violations, or allegations of violations, of Federal
or state securities laws in connection with the Spin-off or with any filings
made with governmental agencies with respect thereto, to the extent that such
violations, or allegations of violations, result from, or are related to, the
disclosure, or failure to disclose, information to Ralston's corporate staff by
officers, directors, employees, agents, consultants and representatives of the
Company. In addition, the Company has agreed to indemnify Ralston for all
liabilities arising out of Ralston's continuing guarantee of any obligation of
the Company or any subsidiary of the Company.
These indemnity obligations are limited to the amount of the loss, less
insurance proceeds, net of deductibles and allocated paid loss retro-premiums
received by the indemnified party.
13
<PAGE>
Notwithstanding the foregoing, neither Ralston nor the Company will have
any liability to the other for taxes except as provided in the Tax Sharing
Agreement described below.
Certain Post-Spin-off Covenants. The Reorganization Agreement also provides
that, in order to avoid adversely affecting the intended tax consequences of the
Spin-off, neither the Company nor any of its subsidiaries will engage in certain
transactions for a period of three years following the date of the Spin-off
unless, in the sole discretion of Ralston, either (a) an opinion in form and
substance satisfactory to Ralston is obtained from counsel to the Company, the
selection of which counsel is agreed to by Ralston or (b) a supplemental ruling
is obtained from the U.S Internal Revenue Service (the "IRS"), in either case to
the effect that such transactions would not adversely affect the Federal income
tax consequences, as set forth in the tax rulings received from the IRS relating
to the Spin-off, of the Spin-off and related transactions to Ralston or the
Ralston shareholders. The Company expects that these limitations will not
significantly inhibit its activities or its ability to respond to unanticipated
developments. The transactions subject to this provision are: (i) making a
material disposition (including intra-company transfers) by means of a sale or
exchange of assets, a distribution to shareholders, or otherwise, of any of its
assets (other than as contemplated by the Reorganization Agreement), except in
the ordinary course of business, (ii) repurchasing any capital stock of the
Company, unless such repurchase satisfies certain Federal tax requirements,
(iii) issuing any capital stock of the Company that in the aggregate exceeds
twenty percent (20%) of the issued and outstanding stock of the Company
immediately following the Spin-off, (iv) liquidating or merging with any other
corporation (including a subsidiary), or (v) ceasing to engage in the active
conduct of a trade or business within the meaning of Section 355 of the Code.
In addition, the Reorganization Agreement provides that, if the Company
engages in any of the transactions referred to above, and if the Spin-off fails
to qualify as tax-free under the provisions of the Code by reason thereof, the
Company will indemnify Ralston and its shareholders as of the date of the
Spin-off against all tax liabilities, including interest and penalties, incurred
by reason of the Spin-off being a taxable event. Ralston has agreed to indemnify
the Company against losses which it may incur in the event that Ralston or any
of its subsidiaries takes any action which adversely impacts the tax-free nature
of the Spin-off. In the event that the Spin-off failed to so qualify as
tax-free, Ralston would recognize gain upon the Spin-off equal to the excess, if
any, of the fair market value of the Company's shares distributed on the date of
the Spin-off over Ralston's net tax basis for the assets contributed to the
Company by Ralston.
Covenants Not To Compete. The Reorganization Agreement provides that,
for a period of five years following the Spin-off, Ralston and its subsidiaries
will not compete anywhere in the world, directly or indirectly, in the
international animal feeds and agricultural products business. The
Reorganization Agreement also provides that, for a period of five years
following the Spin-off, the Company and its subsidiaries will not compete
anywhere in the world, directly or indirectly, in the pet products, battery and
lighting products businesses. The Company may, however, manufacture and offer,
exclusively in its agricultural dealer channels in Canada, certain lines of pet
food which the Company's business has historically produced in that country for
such limited distribution, as well as pet foods supplied by Ralston. In all
other countries in which the Company operates, it may offer dog and cat foods
supplied by Ralston, or, if Ralston declines to supply basic maintenance dog and
cat foods in any country on terms acceptable to the Company, the Company may
manufacture such pet foods for exclusive distribution through its agricultural
dealer channels, in order to retain a complete product line in such channels.
The Reorganization Agreement also provides that the Company will comply with the
terms of the non-compete provisions applicable to Ralston and its affiliates
under an agreement with E.I. Du Pont de Nemours and Company ("DuPont") relating
to Ralston's sale of its protein technologies business.
Despite the covenants not to compete, however, and subject to the terms of
the agreement with DuPont, either party may acquire no more than a 15% voting,
profits or equity interest in any entity engaged in an otherwise prohibited
competitive business, or may acquire or own any voting, profits or equity
interest in any entity as long as no more than 10% of the entity's gross sales
are derived from a competitive business.
If during the term of the above covenants not to compete, any other person
acquires a voting or equity interest of 20% or more in either Ralston or the
Company, as the case may be, the other party will be relieved of its non-compete
14
<PAGE>
restrictions (other than those arising under the agreement with DuPont). In
addition to any other remedies at law or equity, upon breach of the covenants
not to compete, and failure to cure such breach, by either party, the
non-breaching party may elect to cancel all or any of the Ancillary Agreements.
Tax Sharing Agreement
Until April 1, 1998, the business operations contributed to the Company by
Ralston as of that date have been included in the consolidated Federal income
tax returns of Ralston. As part of the Spin-off, Ralston and the Company entered
into a Tax Sharing Agreement providing, among other things, for the allocation
among the parties thereto of Federal, state, local and foreign tax liabilities
for all periods through April 1, 1998, and reimbursement by each party for any
of its taxes which may have been or will be paid or advanced by the other. The
Tax Sharing Agreement provides that Ralston will be liable for certain tax
liabilities up to date of the Spin-off, including any such liabilities resulting
from the audit or other adjustment to previously filed tax returns, that the
Company will be liable for certain foreign tax liabilities attributable to the
operation of the Company's business prior to that date, and that the Company
will be responsible for all Federal, state, local and foreign taxes attributable
to the Company's business on and after such date. Though valid as between the
parties thereto, the Tax Sharing Agreement is not binding on the IRS or foreign
tax authorities and does not affect the joint and several liability of Ralston
and the Company, and their respective subsidiaries, to the IRS or foreign tax
authorities for all taxes of the consolidated group of which Ralston is the
common parent, relating to periods prior to the Spin-off.
Bridging Agreement
Ralston and the Company entered into a Bridging Agreement pursuant to which
Ralston is continuing to provide certain administrative services, including but
not limited to government affairs, internal audit, library and information and
other services, and Ralston and the Company are each providing certain other
administrative services and contract manufacturing to the other in individual
countries in which the Company's business and Ralston's international pet
products business are conducted, for a limited period of time following the date
of the Spin-off, subject to renewal rights. Employees of Ralston also administer
insurance plans and programs for the Company, and Ralston's offshore insurance
subsidiary provides certain reinsurance coverage for assets and operations of
the Company. Charges for such services are similar to those arrived at by
similarly situated independent parties bargaining at arms' length.
Trademark Agreement
Ralston and the Company entered into a Trademark Agreement pursuant to
which (i) Ralston has assigned to the Company or one or more of its subsidiaries
all of Ralston's rights in certain trademarks associated solely with the
Company's business, and (ii) Ralston has perpetually licensed to the Company, on
a royalty-free basis, the right to use trademarks "Purina"(R) and "Chow"(R)
brands and the "Checkerboard" logo, and certain trademarks similar to such
trademarks, with respect to agricultural and certain other products, subject to
the rights of Purina Mills, Inc., which utilizes such trademarks in the United
States. The Company is not permitted to use such trademarks, however, on pet
food products which it may produce or distribute, other than products produced
for Ralston, or provided by Ralston. Certain pet food trademarks owned by
subsidiaries of the Company have been acquired by Ralston or its subsidiaries.
Technology Agreement
Ralston and the Company entered into a Technology Agreement pursuant to
which Ralston has licensed to the Company, or one or more of its subsidiaries,
the perpetual right to utilize Ralston's technology for animal feed and other
agricultural products on a royalty-free basis, subject to the rights of Purina
Mills, Inc. which utilizes such technology in the United States, and to certain
rights of DuPont which were assigned by Ralston in connection with its sale of
its protein technologies business.
15
<PAGE>
Other Transactions
During fiscal year 1998, the Company purchased ingredients totaling
approximately $726,000 from Protein Technologies International, Inc. a
subsidiary of DuPont. Mr. Brown, a director of the Company, served as the
President and Chief Executive Officer of Protein Technologies until his
resignation on September 1, 1998. To the Company's knowledge, Mr. Brown received
no direct or indirect compensation related to, or has any other material
interest in, the purchases of these ingredients.
SOLICITATION STATEMENT
The cost of the solicitation of proxies will be borne by the Company. In
addition to the use of the mails, solicitations may be made by regular employees
of the Company, by telephone or personal contact. Georgeson & Company Inc. has
been retained to assist in the solicitation of proxies for a fee of $12,000,
plus expenses. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for costs reasonably incurred by them in
sending proxy materials to the beneficial owners of the Company's Common Stock.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting scheduled to be held on January 28, 2000 must be received by the Company
by July 31, 1999 for inclusion in the Company's Proxy Statement and proxy
relating to that meeting. Upon receipt of any such proposal, the Company will
determine whether or not to include such proposal in the Proxy Statement and
proxy in accordance with regulations governing the solicitation of proxies.
In order for a shareholder to nominate a candidate for director, under the
Company's Bylaws timely notice of the nomination must be received by the Company
in advance of the meeting. Ordinarily, such notice must be received not less
than 90 days before the meeting (but if the Company gives less than 90 days' (1)
notice of the meeting or (2) prior public disclosure of the date of the meeting,
then such notice must be received within 7 days after notice of the meeting is
mailed or other public disclosure of the meeting is made) or prior to October
31, 1999 for the 2000 Annual Meeting. The shareholder filing the notice of
nomination must describe various matters regarding the nominee, including such
information as name, address, occupation and shares held.
In order for a shareholder to bring other business before a shareholder
meeting, timely notice must be received by the Company prior to the time
described above. Such notice must include a description of the proposed
business, the reasons therefor, and other specified matters. These requirements
are separate from and in addition to the requirements a shareholder must meet to
have a proposal included in the Company's Proxy Statement.
In each case, the notice must be given to the Secretary of the Company,
whose address is 9811 South Forty Drive, St. Louis, Missouri 63124. Any
shareholder desiring a copy of the Company's Bylaws will be furnished one
without charge upon written request to the Secretary.
By order of the Board of Directors,
/s/ Michael J. Costello
------------------------------------
Michael J. Costello
Secretary
November 25, 1998
16
<PAGE>
Annex
[LOGO]
AGRIBRANDS INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON JANUARY 28, 1999 AT 2:00 P.M.
AT GATEWAY CENTER, ONE GATEWAY DRIVE, COLLINSVILLE, ILLINOIS
The undersigned appoints William P. Stiritz and Michael J. Costello, and each of
them, lawful attorneys and proxies of the undersigned, with power of
substitution, to represent the undersigned at the Annual Meeting of Shareholders
of Agribrands International, Inc. to be held on January 28, 1999, and at any
adjournments thereof, and to vote in accordance with the instructions on the
reverse side all shares of Common Stock of the Company which the undersigned is
entitled to vote.
Trustee's Authorization. The undersigned also authorizes the Administrator of
any Savings Investment Plan in which the undersigned's account is credited with
Agribrands Common Stock (if applicable) to vote any shares of Common Stock of
the Company at the Annual Meeting of Shareholders in accordance with the
instructions on the reverse side.
IMPORTANT -- PLEASE SIGN AND DATE ON BACK OF CARD.
RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE;
NO POSTAGE NECESSARY.
- --------------------------------------------------------------------------------
DETACH AND RETURN PROXY CARD
IMPORTANT
PLEASE VOTE THE ABOVE PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS.
IF YOU REQUIRE SPECIAL ARRANGEMENTS TO PARTICIPATE AT THIS MEETING,
PLEASE CONTACT THE COMPANY'S INVESTOR RELATIONS DEPARTMENT
AT (314) 812-0504 PRIOR TO THE MEETING.
IF YOUR ADDRESS HAS CHANGED, PLEASE BE SURE TO NOTIFY
INVESTOR RELATIONS PROMPTLY.
RETAIN ADMISSION TICKET BELOW
- --------------------------------------------------------------------------------
ADMISSION TICKET
FOR PRE-REGISTRATION, PLEASE SIGN BELOW.
PRESENT THIS CARD AT THE ENTRANCE TO THE MEETING ROOM.
AGRIBRANDS INTERNATIONAL, INC.
1999 ANNUAL MEETING OF SHAREHOLDERS
GATEWAY CENTER
ONE GATEWAY DRIVE, COLLINSVILLE, ILLINOIS
THURSDAY, JANUARY 28, 1999
2:00 P.M.
SIGNATURE_________________________________________
<PAGE>
The proxies are directed to vote as specified.
If no direction is given, the proxies will vote FOR all nominees listed below
and in their discretion on all other matters coming before the meeting and any
adjournment thereof. The Board of Directors recommends a vote FOR all nominees
for election as directors.
1. Election of Directors:
David R. Banks
Jay W. Brown
M. Darrell Ingram FOR [__] WITHHELD [__]
For, except vote withheld from the following
nominee:
- -------------------------------
2. Discretionary authority to vote other matters properly brought before the
meeting:
GRANT [__] DENY [__]
Check here if you plan to attend the annual meeting. [__]
Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title of such.
-------------------------------------
-------------------------------------
Signature(s)/(Title(s) Date
- --------------------------------------------------------------------------------
DETACH AND RETURN PROXY CARD
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING,
WHETHER OR NOT YOU ATTEND THE MEETING IN PERSON.
TO MAKE SURE YOUR SHARES ARE REPRESENTED,
WE URGE YOU TO COMPLETE AND MAIL THE PROXY CARD ABOVE.
IF YOU PLAN TO ATTEND THE MEETING,
PLEASE MARK THE BOX ON THE PROXY CARD ABOVE.
RETAIN ADMISSION TICKET BELOW
- --------------------------------------------------------------------------------
[MAP]
