<PAGE>
PRELIMINARY COPY
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
American Maize-Products Company
__________________________________________________
(Name of Registrant as Specified In Its Charter)
Sanna Newton, RCI Group, Inc.
__________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: *1
_________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
*1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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>
American Maize-Products Company
250 Harbor Drive
P.O. Box 10128
Stamford, Connecticut 06904-2128
-----
(203) 356-9000
March 25, 1994
Dear Shareholder:
You are cordially invited to attend the 1994 Annual Meeting of
Shareholders which will be held at the Rich Forum, Stamford Center for
the Arts, 307 Atlantic Street, Stamford, Connecticut, on Wednesday,
April 27, 1994 at 11:00 a.m. All holders of the Company's outstanding
Common Stock as of March 9, 1994 are entitled to vote at the Annual
Meeting in accordance with the Company's Articles of Incorporation.
As described in the attached Notice of Annual Meeting and Proxy
Statement, shareholders are being asked to elect thirteen directors and
a clerk, ratify the appointment of auditors, approve the adoption of
the 1994 Stock Plan and approve identical amendments to the 1985 Stock
Option Plan and the 1986 Stock Option Plan. A current report on the
business operations of the Company will be presented at the meeting and
shareholders will have an opportunity to ask questions.
We hope you will be able to attend the Annual Meeting. Whether or
not you expect to attend, you are urged to complete, sign, date and
return the proxy card in the enclosed envelope in order to make certain
that your shares will be represented at the Annual Meeting.
Sincerely,
/s/ William Ziegler, III
WILLIAM ZIEGLER, III
Chairman of the Board
<PAGE>
American Maize-Products Company
-------------------
Notice of Annual Meeting of Shareholders
April 27, 1994
-------------------
To the Shareholders:
The Annual Meeting of Shareholders of American Maize-Products
Company will be held at the Rich Forum, Stamford Center for the Arts,
307 Atlantic Street, Stamford, Connecticut, on Wednesday, April 27,
1994 at 11:00 a.m., local time, for the following purposes:
1. To elect thirteen directors and a clerk;
2. To consider and act upon a proposal to ratify the appointment
of Coopers & Lybrand as independent auditors for the Company for the
year 1994;
3. To consider and act upon a proposal to approve the adoption
of the 1994 Stock Plan as set forth in the Proxy Statement;
4. To consider and act upon a proposal to approve the adoption
of an amendment to the 1985 Stock Option Plan as set forth in the Proxy
Statement;
5. To consider and act upon a proposal to approve the adoption
of an amendment to the 1986 Stock Option Plan as set forth in the Proxy
Statement; and
6. To consider and act upon such other matters as may properly
come before the meeting or any adjournment thereof.
The close of business on March 9, 1994 has been fixed as the record
date for determining the shareholders entitled to notice of and to vote
at the Annual Meeting and any adjournment thereof.
If you cannot attend the meeting in person, please sign, date and
return promptly each enclosed proxy in the envelope provided. No
postage is required for mailing in the United States. Any proxy may be
revoked at any time before it is voted.
By Order of the Board of Directors
CYNTHIA Z. BRIGHTON
Secretary
Stamford, Connecticut
March 25, 1994
<PAGE>
American Maize-Products Company
---------------------
PROXY STATEMENT
---------------------
This proxy statement is furnished to shareholders of
American Maize-Products Company (the "Company") in connection
with the solicitation of proxies by the Board of Directors of the
Company to be voted at the 1994 Annual Meeting of Shareholders (the
"Annual Meeting") and at any adjournment thereof. The Annual
Meeting will be held at the Rich Forum, Stamford Center for the Arts,
307 Atlantic Street, Stamford, Connecticut on Wednesday, April 27, 1994
at 11:00 a.m., local time.
The Annual Meeting is being held for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This proxy
statement, the accompanying proxy card(s) and the Notice of Annual
Meeting are being provided to shareholders beginning on or about March
25, 1994. The Company, a Maine corporation, has its principal executive
offices at 250 Harbor Drive, P.O. Box 10128, Stamford, Connecticut
06904.
Solicitation of Proxies
The enclosed proxy is solicited on behalf of the Board of
Directors of the Company. The costs of this solicitation will be borne
by the Company. Proxy solicitations will be made by mail and also may
be made by personal interview, telephone and telegram by Company
personnel. Brokerage houses and nominees will be requested to forward
the proxy soliciting material to beneficial owners and to obtain
authorization for the execution of proxies. The Company will, upon
request, reimburse such brokerage houses and nominees for their
reasonable expenses in forwarding proxy materials to beneficial owners.
MacKenzie Partners, Inc. has been retained to assist in the
solicitation of proxies for a fee not to exceed $3,000 plus
reimbursement of out-of-pocket expenses.
Voting Securities
The Company has two classes of capital stock outstanding: Class A
Common Stock, par value $.80 per share and Class B Common Stock, par
value $.80 per share. Class A Common Stock and Class B Common Stock are
identical in all respects, except as to voting rights. In general,
Class A Common Stock may only be voted for the election of 30% of the
Board of Directors (or the nearest larger whole number if such
percentage is not a whole number). Except as required by law, the
Company's Articles of Incorporation, or By-Laws, Class B Common Stock
has exclusive voting rights with respect to the remaining 70% of the
Board of Directors and all other matters properly presented to the
meeting. Each share of Class A Common Stock and Class B Common Stock is
entitled to one vote.
As of March 9, 1994, there were issued and outstanding 8,484,685
shares of Class A Common Stock and 1,742,057 shares of Class B Common
Stock (not including 364,218 shares of Class A Common Stock and 67,225
shares of Class B Common Stock held as treasury shares as of that
date). Proxies are solicited to give shareholders of record at the
close of business on March 9, 1994 an opportunity to vote on matters
that come before the meeting. The holders of Class A Common Stock are
entitled to vote for the election of four of thirteen directors and,
voting together as a class with the holders of Class B Common Stock,
are entitled to vote on the proposals to approve the adoption of the
1994 Stock Plan, the amendment to the 1985 Stock Option Plan, and the
amendment to the 1986 Stock Option Plan. The holders of Class B Common
Stock are entitled to vote for the election of the remaining nine
directors, the election of the Clerk, the approval of the auditors and,
voting together as a class with the holders of Class A Common Stock,
are entitled to vote on the proposals to approve the adoption of the
1994 Stock Plan, the amendment to the 1985 Stock Option Plan and the
amendment to the 1986 Stock Option Plan.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS AND A CLERK
Nominees for Election of Directors
Each of the nominees for director named below has served as a member
of the present Board of Directors since the last Annual Meeting of
Shareholders, and each nominee has served continuously since the year
indicated in the table below.
The term of office for which each nominee is a candidate runs until
the 1995 Annual Meeting of Shareholders and until his successor has
been elected and has qualified. The Board of Directors knows of no
reason why any nominee may be unable to serve as a director. If any
nominee is unable to serve, the shares represented by all valid proxies
may be voted for the election of such other person as the Board may
recommend.
The Board of Directors has adopted a director retirement policy
which provides that directors over age 70 may not stand for re-election
to the Board of Directors. At its meeting on January 26, 1994, the
Board of Directors voted to exempt Leslie C. Liabo from the application
of the age 70 director retirement policy for an additional one-year
term so that he can stand for re-election at the Annual Meeting.
Directors of the Company are elected by a plurality of the votes
cast at the Annual Meeting. Plurality means that the nominees who
receive the largest number of votes cast "FOR" are elected as
directors up to the maximum number of directors to be chosen by each
class of shareholders at the meeting, even though not receiving a
majority of the votes cast. Votes withheld and broker non-votes will be
counted in determining the presence of a quorum but will not be counted
in determining the outcome of the election.
The names and ages of the nominees, their principal occupations or
employment during the past five years and other data regarding them,
based on information received from the respective nominees, are set
forth below:
<TABLE>
<CAPTION>
Director
Name Age Principal occupation since
<S> <C> <C> <C>
Class A Directors
Paul F. Engler . . . . . . . . . . 64 President and Chief Executive Officer of Cactus Feed- 1993
ers, Inc. (farming, ranching and cattle feeding).
John R. Kennedy<F1> . . . . . . . . 63 President, Chief Executive Officer and a director of 1992
Federal Paper Board Company, Inc. (paper and wood
products). Also a director of DeVlieg-Bullard, Inc.,
First Fidelity Bankcorporation and Magma Copper
Company.
William L. Rudkin<F1> . . . . . . . 67 Retired Chairman of Pepperidge Farm Incorporated 1993
(consumer food products).
Wendell M. Smith. . . . . . . . . . 58 Chairman, President and Chief Executive Officer of 1993
Baldwin Technology Company, Inc. (manufacturer of
printing press controls and accessories). Also a direc-
tor of Bowne & Company.
Class B Directors
Charles B. Cook, Jr. . . . . . . . 64 Vice Chairman and a director of Janney Montgomery 1964
Scott Inc. (investment bankers).
James E. Harwood. . . . . . . . . . 57 President, Sterling Equities, Inc. (venture capitalists 1992
and investment advisors); formerly Corporate Vice
President of Technical Operations of Schering Plough
Corporation. Also a director of Morgan Keegan &
Company and Leader Financial Corporation Inc.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Director
Name Age Principal occupation since
<S> <C> <C> <C>
Leslie C. Liabo. . . . . . . . 70 Former Vice Chairman of the Board of the Company 1975
(1986-1993)
C. Alan MacDonald<F1>. . . . . 60 Chairman and Chief Executive Officer of Lincoln 1992
Snacks Company (consumer snack food products); for-
merly President and Chief Executive Officer of Nestle
Foods Corporation. Also a director of Lord Abbett &
Company, Fountainhead Water Company, J.B. Will-
iams Company and Great American Restaurants.
Patric J. McLaughlin<F1>. . . . . 48 President and Chief Executive Officer of the Company 1988
since July 1, 1993; formerly President and Chief Oper-
ating Officer of the Company (1992-1993) and Presi-
dent of its Corn Processing Division (1984-1992).
H. Barclay Morley . . . . . . . . 64 Retired Chairman and Chief Executive Officer of 1991
Stauffer Chemical Company. Also a director of Borden
Inc., Champion International Corporation, Schering
Plough Corporation and The Bank of New York Com-
pany.
William C. Steinkraus<F1><F2>. . . 68 Private investor and Chairman Emeritus of United 1980
States Equestrian Team, Incorporated, a charitable or-
ganization responsible for providing United States in-
ternational equestrian representation.
Raymond S. Troubh<F1>. . . . . . . 67 Financial consultant. Also a director of ADT Limited; 1992
Applied Power Incorporated; Becton, Dickinson and
Company; Benson Eyecare Corporation; Foundation
Health Corporation; General American Investors Com-
pany, Inc.; Manville Corporation; The Olsten Corpora-
tion; Riverwood International Corporation; Time
Warner Inc.; and Wheeling-Pittsburg Corporation.
William Ziegler, III<F1><F2>. . . . 65 Chairman of the Board of the Company since 1964; 1958
formerly Chief Executive Officer of the Company
(1976-1993).
- ------------
<FN>
<F1> Member of the Executive Committee.
<F2> Mr. Ziegler and Mr. Steinkraus's wife are brother and sister.
</TABLE>
Nominee for Election of Clerk
Every corporation organized under the laws of the State of Maine is
required to have a Clerk, who must be a resident of the State. The
duties of the Clerk, as provided by law, are to record all votes at
meetings of shareholders and to maintain certain corporate records at
his office within the State. The Clerk is the agent for service of
process upon the corporation within the State. Under the By-Laws of the
Company, the Clerk is required to be elected by the shareholders at
their annual meeting.
Since 1958, the Clerk of the Company has been a member of the law
firm of Verrill & Dana, One Portland Square, Portland, Maine. Peter B.
Webster, a member of Verrill & Dana, has been nominated to serve as
Clerk for the coming year.
The Board of Directors recommends voting "FOR" the
election of Messrs. Engler, Kennedy, Rudkin, Smith, Cook, Harwood,
Liabo, MacDonald, McLaughlin, Morley, Steinkraus, Troubh and Ziegler,
as directors and Mr. Webster as Clerk. Unless otherwise directed by a
shareholder, proxies will be voted "FOR" the election of such
nominees.
<PAGE>
INFORMATION RELATING TO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
Agreements Affecting Board Membership
In connection with the settlement in March, 1991 of certain
litigation concerning disputes between Mr. Ziegler and his sister, Mrs.
Helen Steinkraus, over the management and control of the Company, the
Company adopted certain management succession resolutions and related
By-Law amendments (the "Succession Resolutions") that provide
for, among other things, the filling of certain vacancies on the
Company's Board of Directors prior to the later of (i) the date of
final resolution of certain litigation commenced by the children of
Mrs. Steinkraus or (ii) June 30, 1994. The Succession Resolutions
provide that (a) if Mr. Ziegler no longer serves on the Company's
Board of Directors, the resulting vacancy will be filled by a person
nominated either by Mr. Ziegler or his designee, (b) if Mr. Steinkraus
no longer serves on the Company's Board of Directors, the resulting
vacancy will be filled by a person nominated by either Mrs. Steinkraus
or her designee and (c) vacancies in relation to any other member of
the Company's Board of Directors will be filled by the Company's
Board of Directors upon nomination by the Executive Committee of the
Company's Board of Directors; provided, that a majority of the
Company's Board of Directors, disregarding Mr. Ziegler and Mr.
Steinkraus or their successor directors, shall consist of directors who
are neither employees of the Company nor members of the Ziegler or
Steinkraus families. The foregoing slate of nominees for election as
directors was selected in accordance with the Succession Resolutions.
Board of Directors and Committees
The Board of Directors held twelve meetings during 1993. Attendance
at Board meetings averaged 89.2% and attendance at Board committee
meetings averaged 84.1%. Each incumbent director attended more than
75% of the Board meetings and the meetings of Board committees on
which the director served with the exception of Messrs. Kennedy and
Smith whose attendance was 64.0% and 68.8%, respectively. The
principal standing committees of the Board are the Executive Committee,
Audit Committee, Compensation Committee and Pension Committee.
Executive Committee. The Executive Committee consists of
seven directors: C. Alan MacDonald (Chair), John R. Kennedy, Patric J.
McLaughlin, William L. Rudkin, William C. Steinkraus, Raymond S. Troubh
and William Ziegler, III. Pursuant to the By-Laws, the Executive
Committee has all the powers and authority of the Board of Directors in
the management of the business and affairs of the Company, except those
powers which, by law, cannot be delegated by the Board of Directors.
The Executive Committee also serves as the nominating committee of the
Board of Directors. In this capacity it selects potential candidates
for director subject to ratification by the Board of Directors. The
Executive Committee will consider shareholder recommendations for
directors; such recommendations should be forwarded by the shareholder
to the Secretary of the Corporation with biographical data about the
recommended individual. The Executive Committee met eleven times in
1993.
Audit Committee. The Audit Committee consists of four
directors: Wendell M. Smith (Chair), Paul F. Engler, James E. Harwood,
and Raymond S. Troubh. The Audit Committee meets independently with the
Company's internal auditing staff, with senior management and with
representatives of the Company's independent auditors. The Audit
Committee recommends the engagement or discharge of the Company's
independent accountants; reviews the scope, fees, and results of the
annual audit; reviews the performance of additional services by the
Company's independent accountants; monitors compliance with corporate
policies; and reviews the effectiveness of the Company's internal
control systems. The Audit Committee met four times in 1993.
Compensation Committee. The Compensation Committee
consists of five directors: H. Barclay Morley (Chair), Charles B. Cook,
Jr., C. Alan MacDonald, William L. Rudkin and Wendell M. Smith. The
committee approves the compensation of officers and other senior
executives, including salary, incentive bonus, and stock options, in
accordance with the Company's stock option and management incentive
plans. The Compensation Committee met six times in 1993. (See page 10
for the committee's report on 1993 compensation of executive
officers.)
<PAGE>
Pension Committee. The Pension Committee consists of
five directors; Charles B. Cook, Jr. (Chair), Paul F. Engler, James E.
Harwood, Leslie C. Liabo, and William Ziegler, III. The Pension
Committee is responsible for supervision of the investment of all
assets held by the Company's pension and savings plans. The Pension
Committee met twice in 1993.
Compensation of Directors
Directors who are not employees of the Company or its subsidiaries
are paid an annual retainer of $15,000 plus an attendance fee of $1,000
for each Board meeting and $750 ($1,000 for the Chair) for each Board
committee meeting. Directors are also reimbursed for travel expenses to
attend Board and committee meetings. In lieu of the annual director's
retainer and Executive Committee attendance fees, Mr. MacDonald
receives an annual retainer of $120,000 and was granted 20,000 stock
appreciation rights for his service as a director and Chairman of the
Executive Committee. In lieu of the annual director's retainer and
Board meeting attendance fees, Mr. Ziegler receives an annual retainer
of $120,000, use of an office and part-time secretarial support and use
of a club membership for his service as a director and Chairman of the
Board.
Directors with five years or more of service as a non-employee
member of the Board participate in a directors' retirement plan that
provides eligible directors, upon retirement, with an annual retirement
income equal to 50-100% (depending on the number of years served) of
the director's highest twelve monthly consecutive retainers paid
during the last 120 months of Board service. For purposes of this
calculation, the current annual retainers for the Chairman of the Board
and the Chairman of the Executive Committee are each deemed to be
$15,000.
Certain Transactions
The Company subleases office space to and shares certain office
facilities with GIH Corp., of which Mr. Ziegler is President, for an
annual fee of approximately $15,000. Helme Tobacco Company, a
subsidiary of the Company, has engaged the consulting services of Mr.
Harwood in its business and paid Mr. Harwood $30,000 in 1993 for such
services. During 1993, the Company and its subsidiaries have had
purchase, sale, financial and other transactions in the normal course
of business with companies or organizations (including their
affiliates) with which some of the Company's directors are associated,
including the following: Champion International Corporation, Borden
Inc. and The Bank of New York Company. To the best of the Company's
knowledge, none of the above transactions resulted in aggregate
payments that were large enough to require disclosure of such
transactions by the Company. Management believes that all of the above
transactions were on terms that were reasonable and competitive.
Additional transactions of this nature may be expected to take place in
the ordinary course of business in the future.
In connection with his relocation from Illinois to Connecticut, Mr.
McLaughlin was granted a housing loan by the Company on April 29, 1993
in the amount of $150,000 payable in three equal annual installments
commencing April 29, 1994 with interest at the rate of 5.24% per
annum. The note is secured by a second mortgage on Mr. McLaughlin's
principal residence.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee are current or
former employees of the Company or its affiliates. Mr. Cook, a member
of the Compensation Committee, is Vice Chairman of Janney Montgomery
Scott Inc., investment bankers. During 1993, the Company's benefit
plans utilized the brokerage and financial services of Janney
Montgomery Scott Inc. and paid Janney Montgomery Scott Inc. $45,752 for
such services.
Certain Litigation
Four directors (Messrs. Cook, Liabo, McLaughlin and Ziegler) and a
former director are defendants in a civil suit filed in February, 1992,
in Superior Court for Cumberland County, Portland, Maine, purportedly
on behalf of the Company and a class of the Company's shareholders.
The plaintiff is Eric M. Steinkraus, the son of William C. Steinkraus,
and the nephew of William Ziegler, III, both directors of the Company.
<PAGE>
The complaint includes allegations of breach of fiduciary duty and
fraud in connection with the alleged offer by another company to
purchase all of the Company's common stock at a premium, the alleged
"forcible retirement" of two directors through adoption by the
Board of the age 70 director retirement policy in 1991, the aborted
proposal to sell the Company's Hammond, Indiana facility to a
subsidiary, and the payment of certain fees and salaries to various
defendants. The complaint seeks damages in excess of $45,000,000 and
equitable relief. There has been no activity in the litigation since
December, 1992, pending the outcome of settlement discussions.
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND OFFICERS
The following table sets forth, as of March 9, 1994 the number of
shares of the Company's Common Stock beneficially owned by (a) each
director and nominee for election as a director of the Company, (b)
each of the executive officers of the Company named in the "Summary
Compensation Table" on page 13 and (c) all directors and officers of
the Company as a group. Unless otherwise indicated in the footnotes,
each of the following persons has sole voting and investment power with
respect to the shares of the Company's Common Stock set forth in the
table.
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
Name Title of Class Amount and Nature Percent
of Common Stock of Beneficial Ownership of Class
<S> <C> <C> <C>
William Ziegler, III . . . . . . . . . . . . . . . . . . . Class A 1,330,098<F1><F2> 15.7%
Class B 949,920<F1><F3> 54.5%
Robert A. Britton . . . . . . . . . . . . . . . . . . . . . Class A 18,136<F2> *
Class B -0- -
Charles B. Cook, Jr. . . . . . . . . . . . . . . . . . . . .Class A 4,336 *
Class B 2,669 *
Paul F. Engler. . . . . . . . . . . . . . . . . . . . . . . Class A 4,000 *
Class B -0- -
James E. Harwood. . . . . . . . . . . . . . . . . . . . . . Class A 1,000 *
Class B -0- -
John R. Kennedy . . . . . . . . . . . . . . . . . . . . . . Class A 800 *
Class B 200 *
Charles A. Koons. . . . . . . . . . . . . . . . . . . . . . Class A 11,002<F2> *
Class B -0- -
Leslie C. Liabo. . . . . . . . . . . . . . . . . . . . . . .Class A 14,475<F2> *
Class B 3,875 *
Patric J. McLaughlin . . . . . . . . . . . . . . . . . . . .Class A 75,543<F2> *
Class B -0- -
C. Alan MacDonald . . . . . . . . . . . . . . . . . . . . Class A 1,000 *
Class B -0- -
H. Barclay Morley . . . . . . . . . . . . . . . . . . . . . Class A 2,500 *
Class B -0- -
Edward P. Norris . . . . . . . . . . . . . . . . . . . . . .Class A 35,534<F2> *
Class B -0- -
William L. Rudkin. . . . . . . . . . . . . . . . . . . . . .Class A 1,000<F4> *
Class B -0- -
Wendell M. Smith . . . . . . . . . . . . . . . . . . . . . .Class A -0- -
Class B 100 *
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Title of Class Amount and Nature Percent
Name of Common Stock of Beneficial Ownership of Class
<S> <C> <C> <C>
William C. Steinkraus . . . . . . . . . . . . . . . . . . .Class A 110<F5> *
Class B -0-<F5> -
Robert M. Stephan . . . . . . . . . . . . . . . . . . . . .Class A 11,113<F2> *
Class B -0- -
Raymond S. Troubh . . . . . . . . . . . . . . . . . . . . Class A 3,000 *
Class B 500 *
All directors and officers as a group. . . . . . . Class A 1,553,189<F1><F2> 18.3%
Class B 957,905 55.0%
- --------------
<FN>
* Does not exceed one percent of the total outstanding shares of such class.
<F1>Based upon Schedule 13G, Amendment No. 15, dated February 7, 1994, filed with the Securities and Exchange Commission
(the ''Commission'') and information received from Union Trust Company, (''Union Trust''). Mr. Ziegler reports that
he shares voting and investment power over 1,264,594 and 876,158 of such shares of the Company's Class A Common Stock
and Class B Common Stock, respectively. Mr. Ziegler shares voting and investment power of such shares with Union Trust
as co-trustees of two trusts (the ''Ziegler Trusts''). Of such shares, 1,140,294 shares of the Company's Class A Common
Stock and 824,521 shares of the Company's Class B Common Stock are owned by GIH Corp. (''GIH''). GIH is wholly owned
by Mr. Ziegler, Mrs. Steinkraus and the co-trustees of the Ziegler Trusts and the Steinkraus Trusts.
<F2>Includes the following shares of the Company's Class A Common Stock that may be acquired within 60 days pursuant to
the exercise of options: Mr. Britton, 16,750 shares; Mr. Koons, 10,300 shares; Mr. Liabo, 8,000 shares; Mr. McLaughlin,
68,750 shares; Mr. Norris, 25,500 shares; Mr. Stephan, 8,000 shares; Mr. Ziegler, 54,948 shares; and all directors
and officers as a group, 225,548 shares. Also includes shares of the Company's Class A Common Stock credited under
the Company's capital accumulation plan through December 31, 1993 as follows: Mr. Britton, 1,386.137 shares; Mr.
McLaughlin, 4,793.016 shares; Mr. Koons, 702.286 shares; Mr. Norris, 10,033.918 shares; and Mr. Stephan, 112.824
shares.
<F3>Excludes 1,003 shares of the Company's Class B Common Stock owned by Mr. Ziegler's wife. Mr. Ziegler disclaims
beneficial ownership of such shares.
<F4>Excludes 587 shares of the Company's Class A Common Stock owned by Mr. Rudkin's wife. Mr. Rudkin disclaims beneficial
ownership of such shares.
<F5>Excludes shares of the Company's Class A and Class B Common Stock owned by Mrs. Steinkraus and disclosed on page 8.
Mr. Steinkraus disclaims beneficial ownership of such shares.
</TABLE>
OWNERSHIP OF COMMON STOCK BY CERTAIN HOLDERS
The following table sets forth, as of March 9, 1994 the number of
shares of the Company's Common Stock beneficially owned by each person
who is known to the Company to be the beneficial owner of more than 5%
of a class of the Company's Common Stock.
<TABLE>
<CAPTION>
Title of Class Amount and Nature of Percent
Name and Address of Common Stock Beneficial Ownership of Class
<S> <C> <C> <C>
William Ziegler, III. . . . . . . . . . . . . .Class A<F1> Aggregate Amount-1,330,098 15.7%
250 Harbor Drive Sole Voting Power-65,504 *
P.O. Box 10128 Shared Voting Power-1,264,594 14.9%
Stamford, CT 06904 Sole Investment Power-65,504 *
Shared Investment Power-1,264,594 14.9%
Class B<F1> Aggregate Amount-949,920 54.5%
Sole Voting Power-73,762 4.2%
Shared Voting Power-876,158 50.3%
Sole Investment Power-73,762 4.2%
Shared Investment Power-876,158 50.3%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Title of Class Amount and Nature of Percent
Name and Address of Common Stock Beneficial Ownership of Class
<S> <C> <C> <C>
Helen Z. Steinkraus . . . . . . . . . . . . Class A<F2> Aggregate Amount-1,267,989<F3> 14.9%
250 Harbor Drive Sole Voting Power-3,394 *
P.O. Box 10128 Shared Voting Power-1,264,595 14.9%
Stamford, CT 06904 Sole Investment Power-3,394 *
Shared Investment Power-1,264,595 14.9%
Class B<F2> Aggregate Amount-882,040<F3> 50.6%
Sole Voting Power-5,883 *
Shared Voting Power-876,157 50.3%
Sole Investment Power-5,883 *
Shared Investment Power-876,157 50.3%
United States Trust Company Class A<F4> Aggregate Amount-1,266,767 14.9%
of New York. . . . . . . . . . . . . . . . . . Sole Voting Power-0 -
114 West 47th Street Shared Voting Power-1,266,767 14.9%
New York, NY 10036 Sole Investment Power-0 -
Shared Investment Power-1,266,767 14.9%
Class B<F4> Aggregate Amount-876,158 50.3%
Sole Voting Power-0 -
Shared Voting Power-876,158 50.3%
Sole Investment Power-0 -
Shared Investment Power-876,158 50.3%
Union Trust Company . . . . . . . . . . . Class A<F5> Aggregate Amount-1,264,594 14.9%
P.O. Box 1297 Sole Voting Power-0 -
Stamford, CT 06904 Shared Voting Power-1,264,594 14.9%
Sole Investment Power-0 -
Shared Investment Power-1,264,594 14.9%
Class B<F5> Aggregate Amount-876,158 50.3%
Sole Voting Power-0 -
Shared Voting Power-876,158 50.3%
Sole Investment Power-0 -
Shared Investment Power-876,158 50.3%
GIH Corp. . . . . . . . . . . . . . . . . . Class A<F6> Aggregate Amount-1,140,294 13.4%
250 Harbor Drive Sole Voting Power-1,140,294 13.4%
P.O. Box 10128 Shared Voting Power-0 -
Stamford, CT 06904 Sole Investment Power-1,140,294 13.4%
Shared Investment Power-0 -
Class B<F6> Aggregate Amount-824,521 47.3%
Sole Voting Power-824,521 47.3%
Shared Voting Power-0 0
Sole Investment Power-824,521 47.3%
Shared Investment Power-0 0
Archer Daniels Midland Co. . . . . . . Class A<F7> Aggregate Amount-2,744,200 32.3%
4666 Faries Parkway Sole Voting Power-2,115,200 24.9%
P.O. Box 1470 Shared Voting Power-0 -
Decatur, IL 62525 Sole Investment Power-2,744,200 32.3%
Shared Investment Power-0 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Title of Class Amount and Nature of Percent
Name and Address of Common Stock Beneficial Ownership of Class
<S> <C> <C> <C>
Pioneering Management
Corporation . . . . . . . . . . . . . . . . Class A<F8> Aggregate Amount-438,500 5.2%
60 State Street Sole Voting Power-438,500 5.2%
Boston, MA 02114 Shared Voting Power-0 -
Sole Investment Power-0 -
Shared Investment Power-438,500 5.2%
United States National Bank. . . . . . . . . Class A<F9> Aggregate Amount-454,464 5.4%
of Galveston Sole Voting Power-338,744 4.0%
2201 Market Street Shared Voting Power-0 -
11th Floor Sole Investment Power-417,663 4.9%
Galveston, TX 77550 Shared Investment Power-4,381 *
Marvin C. Schwartz. . . . . . . . . . . . . Class B<F10> Aggregate Amount-143,300 8.2%
c/o Kenneth E. Leopold Sole Voting Power-143,300 8.2%
Neuberger & Berman Shared Voting Power-0 -
522 Fifth Avenue Sole Investment Power-143,300 8.2%
New York, NY 10036 Shared Investment Power-0 -
- -------------------
<FN>
* Does not exceed one percent of the total outstanding shares of such class.
<F1>Based upon Schedule 13G, Amendment No. 15, dated February 7, 1994, filed with the Securities and Exchange Commission
(the ''Commission'') and information received from Union Trust Company, (''Union Trust''). Mr. Ziegler reports that
he shares voting and investment power over 1,264,594 and 876,158 of such shares of the Company's Class A Common Stock
and Class B Common Stock, respectively. Mr. Ziegler shares voting and investment power of such shares with Union
Trust as co-trustees of two trusts (the ''Ziegler Trusts''). Of such shares, 1,140,294 shares of the Company's Class
A Common Stock and 824,521 shares of the Company's Class B Common Stock are owned by GIH Corp. (''GIH''). GIH is
wholly owned by Mr. Ziegler, Mrs. Steinkraus and the co-trustees of the Ziegler Trusts and the Steinkraus Trusts.
<F2)Based upon Schedule 13D, Amendment Nos. 1 and 3, dated March 2, 1992, filed with the Commission. Mrs. Steinkraus
reports that she shares voting and investment power over 1,264,595 and 876,157 of such shares of the Company's Class
A Common Stock and the Company's Class B Common Stock, respectively. Mrs. Steinkraus shares such voting and
investment power with U.S. Trust as co-trustees of two trusts (the ''Steinkraus Trusts''). Of such shares, 1,140,294
shares of the Company's Class A Common Stock and 824,521 shares of the Company's Class B Common Stock are owned by
GIH. GIH is wholly owned by Mr. Ziegler, Mrs. Steinkraus and the co-trustees of the Ziegler Trusts and the Steinkraus
Trusts.
<F3>Excludes 132.25 shares of the Company's Class A Common Stock owned by Eric M. Steinkraus and 695 shares of the
Company's Class B Common Stock owned by Philip C. Steinkraus (based upon Schedule 13D, Amendment Nos. 1 and 3,
dated March 2, 1992, filed with the Commission by Helen Z. Steinkraus, Eric M. Steinkraus and Philip C. Steinkraus,
who stated therein that they are members of a group and have executed a joint filing agreement pursuant to Rule
13d-1(f) under the Securities Exchange Act of 1934).
<F4>Based upon Schedule 13G, Amendment No. 15, dated February 14, 1994, filed with the Commission. U.S. Trust reports
that it shares voting and investment power with Mrs. Steinkraus and Mr. Ziegler as co-trustees of certain trusts.
Included in such shares are 1,140,294 shares of the Company's Class A Common Stock and 824,521 shares of the
Company's Class B Common Stock owned by GIH.
<F5>Based upon information provided to the Company on March 21, 1994 by Union Trust Company.
<F6>Based upon Schedule 13G, Amendment No. 15, dated February 7, 1994, filed with the Commission. See also Footnote Nos.
1 and 2 above.
<F7>Based upon Schedule 13D, Amendment No. 6, dated September 16, 1993, filed with the Commission.
<F8>Based upon Schedule 13G, Amendment No. 9, dated February 11, 1994, filed with the Commission.
<F9>Based upon Schedule 13G, Amendment No. 1, dated February 9, 1994, filed with the Commission.
<F10>Based upon Schedule 13D, Amendment No. 1, dated January 10, 1991, filed with the Commission.
/TABLE
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The compensation paid or awarded during the last three years to the
Company's Chief Executive Officer and four most highly compensated
executive officers during 1993 is set forth and discussed below.
Compensation Committee Report on Executive Compensation
Compensation Overview
The Compensation Committee of the Board of Directors (the
"Committee") has the responsibility for the design,
implementation and administration of the Company's executive
compensation program. The Committee is comprised entirely of outside
independent directors.
The objective of the Company's executive compensation program is to
attract and retain the management talent necessary to maximize
long-term profitability and shareholder value. The program is designed
to accomplish this objective through plans that (i) motivate senior
managers, and align their interests with those of the Company's
shareholders, by tying incentive compensation to Company profitability
and individual performance and (ii) provide a base level of
compensation that is competitive with other industrial companies in
similar businesses as well as a cross section of general industry.
Elements of Compensation
The three principal components of the Company's executive
compensation program are salary, annual incentives and stock options,
each of which is discussed in detail below.
1. Salary
Of the three elements of executive compensation, salary is the least
affected by Company performance; although it is very much dependent on
individual performance. Salary is intended to provide a base level of
compensation that is competitive at the market median with companies of
similar type, particularly those in the food and kindred products
industry group and capital intensive process industries. The Committee
reviews and approves salary levels and increases for all employees of
the Company and its subsidiaries whose base salary exceeds $100,000.
Following a procedure used for all salaried employees of the
Company, each of the executive officers is assigned a salary range for
his or her particular job. The range is set at 80% to 120% of the
median market value of the position. The median market value is
established by an evaluation of the degree of accountability, expertise
and problem solving required in each position and the results of salary
surveys conducted by major compensation consultants and associations.
The salary ranges are reviewed annually using current survey data to
determine the amount of adjustment, if any.
Individual salaries are reviewed every 9 to 18 months. The timing
and amount of any increase to salaried employees, including executive
officers, are both dependent upon (i) the performance of the individual
and, to a lesser extent (ii) the relationship of his or her actual
salary to the midpoint of the salary range.
Executive officer salaries are recommended by the Chief Executive
Officer and approved by the Committee. The Chief Executive Officer's
recommendations on the amount of increase are based on his subjective
evaluation of each individual's performance in his or her respective
functional area. During 1993 the Committee concurred with and approved
all salary recommendations made by the Chief Executive Officer.
In establishing Mr. McLaughlin's compensation upon his promotion to
Chief Executive Officer on July 1, 1993, the Committee considered
recommendations developed by two outside compensation consultants who
used executive salary survey data for companies in the food and kindred
products industry group and the non-durable goods manufacturing sector.
Mr. McLaughlin's compensation was set at the market median of the
survey data.
<PAGE>
In view of Mr. Ziegler's cooperation in addressing succession
issues, Company restructuring and his early retirement effective July
1, 1993, the Committee gave him a salary increase on January 1, 1993,
for the remaining months of his employment.
2. Annual Incentives
The executive officers of the Company all participate in a
Management Incentive Plan under which annual cash bonuses are paid,
based on the profitability of the Company and each participant's
individual performance. The current plan was established in 1985 (and
modified slightly in 1988) with the assistance of an outside
compensation consultant.
Each year the Committee establishes a bonus pool in which all
participants will share. In each of the last three years, the amount of
the Corporate pool was set at 2% of consolidated operating profit with
parameters for certain total pool minimums and maximums as follows:
a. Each participant's salary is multiplied by an established
guideline percentage which reflects the organizational importance
of the job. The guideline percentage ranges from 50% for the Chief
Executive Officer to 7.5% for the lowest level participant. The
resulting amount is the "Guideline Bonus".
b. All the Guideline Bonuses of the participants in the pool
are aggregated ("Aggregated Guideline Bonuses").
c. The total bonus pool ranges from 50% to 150% of the
Aggregated Guideline Bonuses, and is subject to the above limitation
of 2% of consolidated operating profit. Based on management's
recommendation, the Committee sets the total bonus pool amount. Its
acceptance or change of the management recommendation is based on
the Committee's assessment of overall Company performance.
The total bonus pool is allocated among the participants on the
basis of each individual's Guideline Bonus and his or her performance
rating relative to those of the group participating in the pool.
Individual performance ratings are recommended to the Committee by
management. The Committee sets Mr. McLaughlin's performance rating
based on its evaluation of the overall Company performance during the
year and its evaluation of his performance in relation to the specific
objectives which were set for him for the award year.
The Committee awarded Mr. McLaughlin a bonus approximately equal to
the average of the bonus pool range for Corporate participants, or
136% of his Guideline Bonus.
Mr. Ziegler retired as Chief Executive Officer on July 1, 1993, and
was awarded a bonus of $110,500 equal to 100% of his Guideline Bonus
prorated to reflect his service for the first six months of the year.
This determination was made by the Executive Committee of the Company
as part of Mr. Ziegler's total retirement package.
The total bonus payments as a percentage of the Aggregated Guideline
Bonuses for participants in the Corporate pool amounted to 137% for
1993, 139% for 1992 and the maximum of 150% for 1991.
At the direction of the Committee a new incentive plan for key
executives is being developed for 1994. The new plan will be more goal
oriented and tie bonus payments to specific, predetermined financial
and operational performance measures.
3. Stock Options
Stock options are designed to provide long-term incentives and
rewards tied to increases in the price of the Company's common stock.
The Committee believes that stock options, which provide value to the
participants only when the Company's shareholders benefit from stock
price appreciation, are an integral component of the Company's
executive compensation program.
Approximately 70 key employees, including the executive officers,
participate in the shareholder-approved 1985 Stock Option Plan. Stock
options are issued at an exercise price equal to 100% of the fair
market value of the Company's common stock on the date of grant. The
options expire on the earlier of ten years from the date of grant or
three months after termination of employment (twelve months after
termination due to death or disability).
<PAGE>
In determining the 1993 stock option recipients and the overall
number of options granted, the Committee reviewed the details of the
last five stock option grants. The factors considered in awarding the
specific number of options to each participant included the
individual's total compensation, organizational level, and his or her
potential for contributing to the successful operations of the Company.
The options granted were all incentive stock options except where the
limits of the plan and IRS regulations required the granting of
non-qualified options.
The Committee awarded Mr. McLaughlin 20,000 options to recognize his
promotion to Chief Executive Officer and his direct involvement in
enhancing the operations of the Company.
Compliance with Internal Revenue Code Sections 162(m)
Section 162(m) of the Internal Revenue Code, effective in 1994,
generally disallows a tax deduction to public companies for
compensation over $1 million paid to the corporation's Chief Executive
Officer and four other most highly compensated executive officers.
Qualifying performance-based compensation will not be subject to the
deduction limit if certain requirements are met. Absent extraordinary
circumstances, the Company's current compensation programs are not
likely to trigger the $1 million limit on deductibility. Future grants
of stock options and stock appreciation rights under the 1994 Stock
Plan would not be subject to the deduction limit. The Company will
consider whether new compensation programs should be structured in a
manner that would be exempt from the deduction limit at the time such
programs are designed.
Compensation Committee
H.Barclay Morley, Chair
Charles B. Cook, Jr.<F1>
C. Alan MacDonald
William L. Rudkin
Wendell M. Smith
- ----------------
[FN]
<F1> Mr. Cook served as Chair of the Compensation Committee until
May 26, 1993.
Employment Contract and Early Retirement Agreement
The Company entered into an employment contract with Patric J.
McLaughlin as President and Chief Executive Officer commencing July 1,
1993 and terminating June 30, 1996 subject to automatic one-year
extensions on each anniversary date until July 1, 2000 unless
employment is terminated earlier by mutual agreement or the Company
terminates early pursuant to the contract. The contract provides for a
base salary of $400,000 per annum subject to annual reviews by the
Compensation Committee plus an annual incentive bonus under the
Company's management incentive plan with a bonus "target" rate
at 50% of base salary. The contract provides for base salary and
target bonus continuation for up to three years following early
termination of employment without cause. For a further discussion of
Mr. McLaughlin's compensation see the report of the Compensation
Committee, above, and the Summary Compensation Table on page 13.
The Company entered into an early retirement agreement with Alan J.
Edly on September 29, 1993 under which Mr. Edly resigned as Senior Vice
President Finance and Administration on September 30, 1993 and retired
on December 31, 1993. The agreement provides for payment of full salary
and benefits through December 31, 1993, payment of a bonus for 1993 of
$51,510, a transition allowance of $5,000, transfer of title to a
certain automobile and office equipment worth $19,000, and a monthly
benefit of $6,531 commencing in January, 1994 and ending on the earlier
of 78 months or death, in addition to the benefits Mr. Edly is entitled
to receive under the Company's retirement plans, executive life
insurance program and the Deferred Supplemental Income Plan. For
further information on Mr. Edly's compensation, see the Summary
Compensation Table on page 13.
<PAGE>
Summary Compensation Table
The following table sets forth compensation of the Chief Executive
Officer and the four most highly compensated executive officers of the
Company. In addition, the table sets forth the compensation of two
former executive officers, Alan J. Edly and William Ziegler, III.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Other Securities
Name and Annual Underlying Options/ All Other
Principal Position Year Salary Bonus Compensation<F1><F2> SARs<F1><F3> Compensation<F1><F4>
($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Patric J. McLaughlin<F5> 1993 $350,000 $272,000 $27,120 20,000 $28,848
President and Chief 1992 254,000 157,000 11,808 10,000 22,204
Executive Officer 1991 230,250 122,000
Edward P. Norris 1993 185,850 108,000 36,224 6,000 29,356
Vice President and 1992 166,100 98,000 20,211 3,000 29,025
Chief Financial Officer 1991 155,250 103,000
Robert M. Stephan<F6> 1993 166,750 94,000 28,733 5,000 27,165
Vice President, General 1992 124,058 70,000 16,328 3,000 23,441
Counsel and Assistant 1991 - -
Secretary
Charles A. Koons 1993 140,500 68,000 27,138 3,000 22,620
Vice President, 1992 132,000 63,000 15,520 3,000 22,280
Corporate Development 1991 123,000 69,000
and Planning
Robert A. Britton 1993 116,642 60,000 15,328 4,000 35,502
Vice President, Treasurer 1992 110,508 55,000 13,812 3,000 35,848
and Assistant Secretary 1991 103,125 55,000
Alan J. Edly<F7> 1993 171,700 51,510 31,000 - 64,365
Retired Senior Vice 1992 166,100 98,000 20,795 3,000 39,483
President, Finance and 1991 155,250 99,000
Administration
William Ziegler, III<F8> 1993 239,700 110,500 37,160 - 114,709
Retired Chief Executive 1992 410,000 284,000 24,024 20,000 110,836
Officer 1991 385,000 289,000
- ------------
<FN>
<F1>Pursuant to the rules of the Securities and Exchange Commission, information with respect to years prior to 1992
has been omitted.
<F2>Amounts in this column represent tax reimbursements on life insurance and company automobiles.
<F3>All amounts in this column represent option grants and all such options were immediately exercisable (see Option
Grants in Last Fiscal Year and Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values tables on
pages 14 and 15).
<F4>Amounts in this column represent the following items as set forth in the table below: (a) Company contributions to
the executive's 401(k) plan account (b) universal life insurance premiums paid by the Company on policies owned by
the executives and in the case of Messrs. Britton and Ziegler, the dollar value of the insurance premiums paid by the
Company with respect to the term life insurance portion of split dollar policies in which the Company has a full
interest in the cash surrender value (c) the above-market portion of interest under a deferred supplemental income
plan in which Messrs. Edly and Ziegler participate (d) a transition allowance payment of $5,000 and the transfer of
title to a certain automobile and office equipment, which had a value of $19,000, to Mr. Edly under the terms of an
early retirement agreement, described on page 12.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table (continuation of footnotes)
Patric J. Edward P. Robert M. Charles A. Robert A. Alan J. William
1993 McLaughlin Norris Stephan Koons Britton Edly Ziegler, III
<S> <C> <C> <C> <C> <C> <C> <C>
401(k) Contribution $ 7,997 $ 6,356 $ 6,165 $ 5,620 $ 4,666 $ 6,214 $ 5,525
Life Insurance Premiums 20,851 23,000 21,000 17,000 - 28,500 25,000
Insurance portion of Split
Dollar Policies - - - - 30,836 - 19,141
Above-Market Interest - - - - - 5,651 65,043
Other - - - - - 24,000 -
$28,848 $29,356 $27,165 $22,620 $35,502 $64,365 $114,709
Patric J. Edward P. Robert M. Charles A. Robert A. Alan J. William
1992 McLaughlin Norris Stephan Koons Britton Edly Ziegler, III
<S> <C> <C> <C> <C> <C> <C> <C>
401(k) Contribution $ 6,904 $ 6,025 $ 2,441 $ 5,280 $ 4,420 $ 6,025 $ 8,464
Life Insurance Premiums 15,300 23,000 21,000 17,000 - 28,500 25,000
Insurance portion of Split
Dollar Policies - - - - 31,428 - 21,055
Above-Market Interest - - - - - 4,958 56,317
$22,204 $29,025 $23,441 $22,280 $35,848 $39,483 $110,836
<FN>
<F5>Effective July 1, 1993, Mr. McLaughlin, formerly Vice Chairman, President and Chief Operating Officer of the Company,
was elected President and Chief Executive Officer.
<F6>Mr. Stephan was elected Vice President, General Counsel and Assistant Secretary of the Company on April 24, 1992.
Prior thereto, he served for a one-month period as Vice President and Associate General Counsel of the Company.
<F7>Mr. Edly, who until September 30, 1993 served as Senior Vice President, Finance and Administration, retired on
December 31, 1993. See page 12 for a discussion of Mr. Edly's early retirement agreement.
<F8>On July 1, 1993, Mr. Ziegler retired as the Chief Executive Officer of the Company. Mr Ziegler continues as Chairman
of the Board of Directors. See page 5 for information on Mr. Ziegler's compensation as a director and Chairman of the
Board.
</TABLE>
Stock Option Tables
The following tables provide information with respect to stock options
granted to or held by the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term(2)
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted<F1> in 1993 $/SH Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Patric J. McLaughlin 20,000 16.67% $16.25 7/28/03 $184,000 $485,600
Edward P. Norris 6,000 5.00 16.25 7/28/03 55,200 145,680
Robert M. Stephan 5,000 4.17 16.25 7/28/03 46,000 121,400
Charles A. Koons 3,000 2.50 16.25 7/28/03 27,600 72,840
Robert A. Britton 4,000 3.33 16.25 7/28/03 36,800 97,120
Alan J. Edly - - - - - -
William Ziegler, III - - - - - -
- -----------------
<FN>
<F1>All amounts in this column represent option grants and all such options were immediately exercisable.
<F2>Potential realizable value is based on the assumed annual growth of American Maize Class A Common Stock for the
ten-year option term. Annual growth of 5% results in a stock price of $25.45 per share and 10% results in a price of
$40.53 per share. Actual gains, if any, on stock option exercises are dependent on the future performance of the stock.
There can be no assurance that the amounts reflected in this table will be achieved.
/TABLE
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year-End At Year-End
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Patric J. McLaughlin None $0 68,750 0 $89,219 0
Edward P. Norris None 0 25,500 0 26,531 0
Robert M. Stephan None 0 8,000 0 0 0
Charles A. Koons None 0 10,300 0 0 0
Robert A. Britton None 0 16,750 0 13,906 0
Alan J. Edly None 0 9,250<F1> 0 1,750<F1> 0
William Ziegler, III None 0 54,948<F1> 0 29,750<F1> 0
- -----------------
<FN>
<F1>Options remaining unexercised on December 31, 1993 in the case of Mr. Ziegler and March 31, 1994 in the case of Mr.
Edly terminate on such dates unless the shareholders approve the stock option plan amendments described in Items 4
and 5 below.
</TABLE>
RETIREMENT BENEFITS
The approximate annual retirement benefits provided under Company retirement
plans for American Maize employees in higher salary classifications retiring
from the Company at age 62 or later are shown in the table below.
<TABLE>
<CAPTION>
Earnings Credited 15 Years 20 Years 30 or More Years
For Retirement Benefits of Service of Service of Service
<S> <C> <C> <C> <C>
$150,000 $ 44,623 $ 59,498 $ 89,246
250,000 76,550 102,066 153,099
350,000 108,476 144,635 216,952
450,000 140,402 187,203 280,805
550,000 172,329 229,772 344,657
650,000 204,255 272,340 408,510
750,000 236,181 314,909 472,363
850,000 268,108 357,477 536,216
</TABLE>
The amounts of earnings credited for retirement benefits
("Credited Earnings") are essentially salaries and bonuses as
shown on the Summary Compensation Table on page 13. The calculation of
each individual's "Credited Earnings" is based on the highest
consecutive 60 months during his or her last 120 months of employment.
The amounts shown in the table are 10 year certain and continuous
benefits, converted to straight life annuities.
As of December 31, 1993, the executive officers named in the Summary
Compensation Table on page 13 had the following credited years of
service under the retirement plan: Mr. McLaughlin 19.5 years; Mr.
Norris 15.8 years, Mr. Stephan 1.8 years, Mr. Koons 17.0 years, Mr.
Britton 16.0 years. Mr. Edly retired December 31, 1993 with 25.3 years
of service and Mr. Ziegler retired July 1, 1993 with 30.0 years of
service.
<PAGE>
PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative
total shareholder return on its Common Stock for a five-year period
(1988-1993) with the cumulative total return of the Wilshire 5000
stock index and the Russell 2000 stock index. The graph assumes that
$100 was invested on December 31, 1988 in American Maize Class A Common
Stock and that $100 was invested at that time in each of the indexes.
The comparison assumes that all dividends are reinvested.
[INSERT GRAPH] Rule 304(d)(2) to Reg S-T
American Maize actively operates in two business segments:
(i) the corn wet milling business, in which it manufactures and markets
corn syrup, high fructose corn syrup, corn starch and other corn
derivatives, principally for use in manufacturing processes in a
variety of industries and (ii) the manufacture and sale of consumer
tobacco products in which American Maize manufactures and markets
cigars and various smokeless tobacco products.
The Company does not believe there is either a published industry or
line-of-business index or a group of companies whose overall business
is sufficiently similiar to the business of American Maize to allow a
meaningful benchmark against which the Company can be compared.
Competitors in each of the Company's two business segments either
operate in other, completely unrelated, businesses or have a
significantly different product mix, effectively making overall
competitive comparisons from public information misleading. For these
reasons, the Company has elected to use a published index of companies
of similar market capitalization - the Russell 2000 - rather than a
peer group, in addition to the Wilshire 5000 broad equity market index.
The Russell 2000 index has a median market capitalization of
approximately $130,000,000.
<PAGE>
ITEM 2. APPROVAL OF AUDITORS
Subject to shareholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has reappointed the firm of
Coopers & Lybrand, Certified Public Accountants, as independent
auditors to make an examination of the accounts of the Company for the
year 1994. Coopers & Lybrand has audited the Company's books since
1965.
One or more representatives of Coopers & Lybrand are expected to be
present at the Annual Meeting, will have an opportunity to make a
statement if they desire to do so and will be available to respond to
questions.
The Board of Directors recommends that the shareholders vote
"FOR" such ratification and your proxy will be so voted unless
you specify otherwise. If the shareholders do not ratify this
appointment, other certified public accountants will be appointed by
the Board upon recommendation of the Audit Committee.
ITEM 3. APPROVAL OF 1994 STOCK PLAN
From time to time since 1960, the Company has granted options to
purchase shares of its Class A Common Stock to officers and other key
management employees under the Company's stock option plans. The most
recent such plan, the 1985 Stock Option Plan, expires by its terms on
January 24, 1995.
The Board believes that its stock option plans have contributed
significantly to the progress of the Company and have been an important
element in attracting, motivating and retaining the services of key
employees. The Board further believes that by providing employees with
the benefits inherent in stock ownership the interests of managers and
shareholders will be aligned and management will be provided with a
meaningful incentive to maximize shareholder value. Given the
importance of stock-based compensation to the Company and that the 1985
Plan is about to terminate by its terms, the Board believes that it is
appropriate at this time to propose for shareholder approval the 1994
Stock Plan (the "Plan"). The Board adopted the Plan on February
23, 1994, subject to shareholder approval.
The Plan is designed to permit the Company to grant several
different forms of stock and stock-based awards to eligible employees.
The primary features of the Plan are summarized below. The summary is
qualified in its entirety by reference to the specific provisions of
the Plan.
Summary of the Plan
Shares Subject to the Plan. If the Plan is approved,
the maximum number of shares that may be issued to participants
pursuant to awards would be 800,000 shares of Class A Common Stock,
$.80 par value (subject to certain adjustments).
Form of Awards. Awards may be granted in the form of
non-qualified stock options, incentive stock options ("ISOs")
within the meaning of the Internal Revenue Code of 1986, as amended
(the "Code"), shares of Class A Common Stock with certain
restrictions ("Restricted Stock"), stock appreciation rights
("SARs") or limited stock appreciation rights ("limited
SARs"). Awards may be granted individually, in combination or in
tandem with other awards or grants.
Duration. If approved at the Annual Meeting, the Plan
will then be effective and will remain in effect through April 30,
1999, unless terminated sooner by the Board of Directors.
Administration. The Plan will be administered by a
committee of the Board of Directors (the "Committee"). The
Committee is composed of independent directors of the Company who are
not eligible to participate in the Plan. Among other things, the
Committee will have the authority to determine the employees to whom
awards will be granted, the types of awards, the restricted period and
other conditions applicable to awards and to interpret the Plan.
<PAGE>
Eligibility. All employees who are full-time employees
of the Company or its affiliates are eligible to receive awards. It is
presently contemplated that awards will be made to officers and other
key employees of the Company. However, no employee who is a "covered
employee" as defined in Section 162(m) of the Code may be granted
awards of more than 200,000 shares over any five calendar year period.
Term of Options. At the time of grant, the Committee
determines the term of the option. However, the term may not exceed ten
years (five years in the case of an ISO granted to a 10% shareholder).
Option Price. Options are priced at not less than 100%
of the fair market value of the Class A Common Stock on the date of
grant (110% in the case of an ISO granted to a 10% shareholder). On
March 21, 1994 the closing market price of Class A Common Stock of the
Company on the American Stock Exchange was $22 per share. Payment by
the employee upon the exercise of an option may be made in cash or, if
permitted by the Committee, in already-owned shares of Class A Common
Stock or by surrender of outstanding awards under the Plan.
Option Vesting. The Committee will determine the time
or times at which an option may be exercised. However, except as
otherwise provided under the Plan, an option will not be exercisable
during the first year from the date of grant. Exercise dates are
subject to acceleration at any time by the Committee as well as under
certain circumstances described in the Plan, including the purchase of
shares of Class A Common Stock pursuant to a Change in Control (defined
below).
If the employment of an optionee is terminated other than by reason
of death, retirement or disability, the optionee may exercise the
option at any time within three months after such termination (but not
after the expiration date of the option), to the extent of the number
of shares purchasable at the date of termination of employment.
However, if an employee is terminated for cause, his or her options
terminate immediately.
In the event of the termination of the employment of an optionee
because of retirement or disability, the optionee may exercise such
option at any time within three years of such termination (but not
after the expiration of the option) to the extent of the remaining
shares covered by such option, whether or not such shares had become
purchasable by the optionee at the date of termination of employment.
In the event of the death of an optionee while the optionee is employed
by the Company, his or her options may be exercised by the optionee's
beneficiary or legal representative at any time within a period of
three years after the optionee's death, but not after the expiration
of the option, to the extent of the shares covered by his or her
option, whether or not such shares had become purchasable by the
optionee at the date of the optionee's death. In the event of the
death of an optionee during the three- year period following the
termination of the optionee's employment by reason of retirement or
disability, his or her options may be exercised by the optionee's
beneficiary or legal representative, but only to the extent of the
number of shares purchasable by the optionee pursuant to the provisions
of his or her option as if such optionee had not died during such
period.
Notwithstanding the foregoing provisions, the Committee may
determine, in the case of any termination of employment, to extend the
termination date of some or all of the optionee's options, whether or
not such options had become exercisable by the optionee at the date of
termination of his or her employment, to a date prior to the earlier of
three years from the date of termination or the expiration of the
original term of the option.
Stock Appreciation Rights. The Committee is authorized
to grant SARs to eligible employees. A SAR is an incentive award that
permits the holder to receive (per share covered thereby) an amount
equal to the amount by which the fair market value of a share of Class
A Common Stock on the date of exercise exceeds the fair market value of
such share on the date the SAR was granted.
The Committee may grant a SAR separately or in tandem with a related
option and may grant both "general" and "limited" SARs. A
general SAR granted in tandem with a related option will generally have
the same terms and provisions as the related option with respect to
exercisability, and the base price of such a SAR will generally be
equal to the option price under the related option. Upon the exercise
of a tandem SAR the related option will be deemed to be exercised for
all purposes of the Plan and vice versa.
<PAGE>
A general SAR granted separately and not in tandem with any option
will have such terms as the Committee may determine, subject to the
provisions of the Plan. Under the Plan the base price of a stand-alone
SAR may not be less than the fair market value of the Class A Common
Stock determined as in the case of a non-qualified stock option; the
term of a stand-alone SAR may not be greater than 10 years from the
date it was granted.
A limited SAR may be exercised only during the 90 days immediately
following a Change of Control. For the purpose of determining the
amount payable upon exercise of a limited SAR, the fair market value of
a share of Class A Common Stock will be equal to the higher of (x) the
highest fair market value of the Class A Common Stock during the 90-day
period ending on the date the limited SAR is exercised, determined as
in the case of an option, or (y) whichever of the following is
applicable:
(i) The highest per share price paid in any tender or
exchange offer which is in effect at any time during the 90 days
preceding the exercise of the limited right;
(ii) the fixed or formula price for the acquisition of shares of Class
A Common Stock in a merger or similar agreement approved by the
stockholders or Board of Directors, if such price is determinable on
the date or exercise; and
(iii) the highest price per share paid to any stockholder of the
Company in a transaction or group of transactions giving rise to the
exercisability of the limited right.
General SARs are payable in cash, Class A Common Stock or any
combination thereof, as determined in the sole discretion of the
Committee. Limited SARs are payable only in cash.
Unless otherwise provided by the Committee at the time of grant, the
provisions of the Plan relating to the termination of employment of a
holder of a stock option will apply equally, to the extent applicable,
to the holder of a SAR.
Restricted Stock Awards. The Committee is authorized
under the Plan to issue shares of Class A Common Stock to eligible
employees, such shares to be restricted as hereinafter described. The
Committee shall determine the amount and form of the consideration to
be received for such shares by the Company. The recipient of restricted
stock will be recorded as a shareholder of the Company and will have,
subject to the restrictions described below, all the rights of a
shareholder with respect to such shares and will receive all dividends
or other distributions made or paid with respect to such shares;
provided that the shares themselves and any new, additional or
different shares or securities which the recipient may be entitled to
receive with respect to such shares by virtue of a stock split or stock
dividend or any other change in the corporate or capital structure of
the Company will be subject to the restrictions described below.
During a period following the date of grant, as determined by the
Committee (the "Restricted Period") the restricted stock may not
be sold, assigned, transferred, pledged, hypothecated or otherwise
encumbered or disposed of by the recipient, except in the event of
death or the transfer of the restricted stock to the Company upon
termination of the holder's employment. In the event of the
disability, retirement or death of the recipient during the Restricted
Period, the restrictions on the shares will immediately lapse, except
as otherwise may be provided by the Committee. If the employment of the
recipient by the Company terminates during the Restricted Period for
any reason other than the disability, retirement or death of the
employee, the shares of restricted stock held by the employee will be
forfeited to the Company and the employee must immediately transfer and
return the certificates for the restricted stock, if any, to the
Company.
Transferability. The recipient's rights to the
options, SARs, and restricted stock may not be assigned or transferred
except by will or the applicable laws of descent or distribution or to
a designated beneficiary.
Capital Adjustments. In the event of any changes in the
outstanding stock of the Company by reason of stock dividends, stock
splits, recapitalization, mergers, consolidations, combinations or
exchanges of shares, split-ups, split-offs, spin-offs, liquidations or
other similar changes in capitalization, or any distribution to<PAGE>
stockholders other than cash dividends, the Committee in its sole
discretion may make any adjustments it determines to be appropriate in
the outstanding options, SARs, or restricted stock granted under the
Plan and in the total number and class of shares as to which awards may
be made under the Plan.
Change of Control. Upon a Change of Control each
outstanding option and SAR will automatically become exercisable in
full for the total remaining number of shares covered thereby. In
addition, during the 90-day period following a Change of Control an
optionee may choose to receive cash equal to the difference between the
exercise price of the option and the fair market value of a share of
Class A Common Stock determined as described above for a limited SAR,
in lieu of exercising the option and paying the option price. Also, all
restrictions on shares of restricted stock will lapse upon a Change of
Control. A Change of Control is defined in the Plan as (i) a change in
the Board of Directors such that a majority of the seats on the Board
are occupied by individuals who are not Incumbent Directors of the
Company, (ii) the acquisition by any person of, in the case of
transactions not approved by a majority of the Incumbent Directors,
20% or more of the combined voting power of the then outstanding
voting securities of the Company other than an acquisition by (A) the
Company, (B) a Company-sponsored employee benefit plan, (C) a person
owning 20% of the Company's outstanding voting securities as of the
date the Plan is approved by the shareholders or (D) any corporation
pursuant to a merger or reorganization if following such event 50% or
more of the shares of the corporation resulting therefrom are held by
the Company's shareholders immediately prior to such event in their
prior proportions; or (iii) the approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or a
sale of substantially all of the assets of the Company.
Section 16(b) Compliance. The Plan is intended to meet
the requirements of Section 16(b) of the Securities Exchange Act of
1934 and is to be so construed.
Amendment and Termination. The Plan may be terminated,
modified or amended by the shareholders of the Company. The Board of
Directors may also terminate the Plan, or modify or amend it in certain
respects as set forth in the Plan. No options or awards may be granted
under the Plan after April 30, 1999.
Effective Date. The Plan shall become effective upon
its approval by the shareholders of the Company.
Tax Considerations
The Federal income tax discussion set forth below is intended as
general information only. State and local tax consequences are not
discussed and may vary from locality to locality. In addition, special
rules apply to an officer of the Company subject to Section 16 of the
Securities Exchange Act of 1934.
The Plan provides for the grant of Incentive Stock Options,
non-qualified stock options, SARs, Limited SARs, and Restricted Stock
Awards. The Committee appointed by the Board of Directors has the
discretion and flexibility of granting any of the above awards or some
in tandem with one or more of the awards. In general, no taxable income
will be recognized by a participant, and no deduction will be allowed
to the Company, upon the grant of options or awards under the Plan.
Incentive Stock Options ("ISOs"). No taxable
income will be recognized by the optionee upon the exercise of an ISO
during employment or within three months after the optionee's
termination of employment (twelve months in the case of permanent and
total disability) and the optionee will have a basis in such shares
equal to the option price paid. However, the difference between the
fair market value of the stock on the date of exercise and the option
price is an item of tax preference for purposes of the alternative
minimum tax. If the shares purchased pursuant to an ISO are held for a
period of at least two years from the date of the grant of the option
and one year from the date the option is exercised, any gain recognized
on any subsequent sale will constitute a long-term capital gain rather
than ordinary income, and the Company will not be entitled to any
deduction. However, if the stock acquired pursuant to an ISO is
disposed of by the participant within one year from the date of
exercise or two years from the date of the grant of the option (a
"disqualifying disposition"), the portion of the gain equal to
the difference between (a) the fair market value of the stock at the<PAGE>
time the option was exercised and (b) the option price will be taxed as
ordinary income. With certain exceptions, the balance, if any, will be
a long-term or short-term capital gain depending on whether the stock
is held for more than one year after the date of exercise. In the case
of a disqualifying disposition, the Company would be entitled to a tax
deduction in an amount equal to compensation recognized by the
optionee.
An ISO which is exercised more than three months after the
employee's termination of employment (or twelve months in the case of
permanent and total disability) is treated as a non-qualified stock
option.
If shares acquired through exercise of an ISO are exchanged for
other shares in connection with the exercise of an option before the
expiration of the one and two-year holding periods described above, the
exchange will constitute a disqualifying disposition of those shares,
giving rise to ordinary income, and the Company will be entitled to
claim a tax deduction in that amount.
Non-qualified Stock Options. Upon an exercise of a
non-qualified stock option, an optionee will recognize ordinary income
in the year in which the option is exercised in an amount equal to the
difference between the fair market value of the shares on the date of
exercise and the option price; the amount so recognized as compensation
will be deductible by the Company (provided that the Company
appropriately withholds tax from the employee). The tax basis of such
shares to such optionee will be equal to the option price paid plus the
amount includable in the optionee's gross income, and the optionee's
holding period for such shares will commence on the day on which the
optionee recognized taxable income in respect of such shares. Upon the
subsequent sale of shares so acquired, the optionee generally will have
a short-term or long-term capital gain, as the case may be.
Stock Appreciation Rights ("SARs"). Upon the
exercise of a SAR (either a general SAR or a Limited SAR), the employee
will recognize taxable ordinary income (regardless of whether the SARs
are exercised for cash or for Company shares) in an amount equal to the
cash and/or fair market value of the Company shares received.
On the sale of any shares received on exercise of a SAR any
appreciation or depreciation after the date on which ordinary income
was realized by the employee in respect of the exercise generally will
qualify as a capital gain or loss. The capital gain or loss would be
long-term or short-term depending upon whether or not the shares were
held more than one year after the date on which ordinary income was
realized by the employee in respect of such exercise.
Restricted Stock. Upon the receipt of Restricted Stock,
the employee will generally recognize taxable ordinary income when the
shares cease to be subject to restrictions under the Plan equal to the
excess of the fair market value of the shares at that time over the
amount, if any, paid for such shares. However, within 30 days after the
date the shares are received, the employee may elect under Section
83(b) of the Code to recognize ordinary income at the time of transfer
in an amount equal to the excess of the fair market value of the shares
at such time over the amount, if any, paid for such shares. In those
cases no additional income will be recognized by the employee upon the
lapse of restrictions on the shares, but if the shares are subsequently
forfeited, the employee may not deduct the income recognized at the
time of receipt of the shares and the employee will have a capital loss
equal to the amount, if any, paid for such shares. The recipient's
holding period for the shares will begin at the time taxable income is
recognized under these rules, and the tax basis in the shares will be
the amount of ordinary income so recognized plus the amount, if any,
paid for the shares. Any dividends received on the Restricted Stock
prior to the date the employee recognizes income as described above
will be taxable ordinary income when received.
The affirmative vote of a majority of the voting power of the
shares of Class A and Class B Common Stock, voting together as a class,
present and entitled to vote at the meeting, is necessary for approval
of the 1994 Stock Plan. Abstaining votes and broker non-votes will be
counted as votes cast in tabulating the majority requirement and have
the same effect as a vote cast against this proposal.
The Board of Directors recommends that the shareholders vote
"FOR" approval of the 1994 Stock Plan and your shares will be so
voted unless you specify otherwise.
<PAGE>
ITEM 4. APPROVAL OF AMENDMENT TO 1985 STOCK OPTION PLAN
The 1985 Stock Option Plan (the "1985 Plan") was initially
adopted by the Board of Directors on January 25, 1985 and approved by
shareholders on April 26, 1985. The 1985 Plan, as amended in 1988 and
1992, permits up to 600,000 shares of Class A Common Stock, $.80 par
value, to be issued pursuant to options granted under the 1985 Plan. As
of December 31, 1993, approximately 70 persons, consisting of officers
and other key employees of the Company, held outstanding options under
the 1985 Plan. Options representing 135,452 shares of Class A Common
Stock remain available for grant under the 1985 Plan.
The purpose of the 1985 Plan is to secure for the Company and its
shareholders the benefits inherent in stock ownership in the Company by
officers and other key employees upon whose judgment, initiative and
efforts the Company is largely dependent for the successful conduct of
its business. This objective is to be obtained by increasing the
proprietary interests of officers and key employees in the Company,
furnishing an incentive to them to continue their services for the
Company and assisting the Company in attracting and retaining the
services of managerial employees of proven ability. Options granted
under the 1985 Plan relate to the Company's Class A Common Stock and
are at exercise prices not less than the fair market value per share at
the date of grant and may be exercised at any time within ten years of
the date of grant. Payment for options exercised can be made either in
cash or, if approved by the Compensation Committee of the Board of
Directors, in Class A Common Stock of the Company. The Company may
grant either Incentive Stock Options or Non-qualified Stock Options
under the 1985 Plan. The grant of either type of option will not result
in income to the optionee on the date of grant and the Company will not
be entitled to any tax deduction as of the date of grant. The exercise
of an Incentive Stock Option does not result in any income to the
optionee and the exercise of such option does not entitle the Company
to any income tax deduction. However, the optionee will have taxable
ordinary income and the Company will be entitled to a tax deduction in
the event the optionee disposes of the stock in a "disqualifying
disposition". The exercise of a Non-qualified Stock Option will
result in income to the optionee in an amount equal to the difference
between the fair market value on the date of exercise and the option
price. The Company will be entitled to an income tax deduction in a
like amount.
The Board proposes for shareholder approval an amendment to the 1985
Plan to permit the Compensation Committee to extend options for up to
three years following the termination of an option holder's
employment. The 1985 Plan currently provides that options terminate
three months following termination of employment other than by reason
of disability or death. However, even with the proposed amendment, no
option will be exercisable after 10 years from the date of grant. The
Board believes that the added flexibility of a possible three-year
extension is desirable in dealing with option holders whose employment
terminates. The Executive Committee and the Board approved the
amendment to the 1985 Plan on September 30, 1993 and February 23, 1994,
respectively, subject to shareholder approval. Section 10 of the 1985
Plan as amended provides as follows (the portion underlined is added by
the amendment):
"10. Termination of Options. All rights to
exercise an option granted under this Plan shall terminate in
accordance with this Section "10" and as provided in the option
agreement evidencing such option. In any event, all rights to exercise
an option granted under this Plan shall terminate on a date no later
than three months after the first date on which the optionee holding
such option ceases, other than by reason of his disability or death, to
be an employee of the Company or an employee of a subsidiary of the
Company, or on such other date during the three-year period
following such termination of employment as the Committee shall
determine. Notwithstanding the foregoing, if an optionee's
employment is terminated by discharge for dishonesty or conviction or
felony, his option shall terminate forthwith.
If an optionee ceases to be an employee of the Company or of a
subsidiary of the Company, because of his disability or death (or if
such disability or death occurs within the three-month period following
his termination of employment) the option shall be exercisable within a<PAGE>
period of one year following the date of cessation of employment. The
option shall be exercisable to the extent of its unexercised and
unexpired portion, by the optionee, his guardian or legal
representative, in the case of disability, or by the estate of the
optionee or by the legatees or distributees of his estate, as the case
may be, but only to the same extent the optionee might have exercised
such option at the time of his termination of employment."
The affirmative vote of a majority of the voting power of the
shares of Class A and Class B Common Stock, voting together as a class,
present and entitled to vote at the meeting, is necessary for approval
of the amendment to the 1985 Stock Option Plan. Abstaining votes and
broker non-votes will be counted as votes cast in tabulating the
majority requirement and have the same effect as a vote cast against
this proposal.
The Board of Directors recommends that the shareholders vote
"FOR" approval of the amendment to the 1985 Stock Option Plan and
your shares will be so voted unless you specify otherwise.
ITEM 5. APPROVAL OF AMENDMENT TO 1986 STOCK OPTION PLAN
The 1986 Stock Option Plan (the "1986 Plan") was approved by
the shareholders of American Fructose Corporation ("AFC") on
April 22, 1986. At that time AFC was a majority-held subsidiary of the
Company. Pursuant to the merger of AFC with and into the Company on
February 26, 1993, the Company assumed the obligations under the 1986
Plan and the outstanding options were converted into options for shares
of Class A Common Stock of the Company on a one-for-one basis. As of
December 31, 1993, 27 persons held options representing a total of
129,350 shares under the 1986 Plan. These persons consist of former and
current officers and key employees of the Company whose duties included
substantial work on behalf of AFC. No additional options may be granted
under the 1986 Plan.
The provisions of the 1986 Plan and the relevant tax considerations
are identical in all material respects to the provisions and tax
considerations of the 1985 Plan of the Company. See the description on
page 22 for a discussion of these provisions and tax considerations.
The Board proposes for shareholder approval an amendment to the 1986
Plan identical to the 1985 Plan amendment proposed for approval under
Item 4 above. The amendment would permit the Compensation Committee to
extend options for up to three years following termination of an option
holder's employment, subject to the 10-year limitation. As with the
1985 Plan, the Board believes that the added flexibility is desirable
in dealing with option holders whose employment terminates. Without the
amendment, the option holder's outstanding options would automatically
terminate three months following termination of employment other than
by reason of disability or death. The Executive Committee and the Board
approved the amendment to the 1986 Plan on September 30, 1993 and
February 23, 1994, respectively, subject to shareholder approval.
Section 10 of the 1986 Plan as amended provides as follows (the portion
underlined is added by the amendment):
"10. Termination of Options. All rights to
exercise an option granted under this Plan shall terminate in
accordance with this Section "10" and as provided in the option
agreement evidencing such option. In any event, all rights to exercise
an option granted under this Plan shall terminate on a date no later
than three months after the first date on which the optionee holding
such option ceases, other than by reason of his disability or death, to
be an employee of the Company or an employee of a subsidiary of the
Company, or on such other date during the three-year period
following such termination of employment as the Committee shall
determine. Notwithstanding the foregoing, if an optionee's
employment is terminated by discharge for dishonesty or conviction or
felony, his option shall terminate forthwith.
If an optionee ceases to be an employee of the Company or of a
subsidiary of the Company, because of his disability or death (or if
such disability or death occurs within the three-month period following
his termination of employment) the option shall be exercisable within a
period of one year following the date of cessation of employment. The
option shall be exercisable to the extent of its unexercised and
unexpired portion, by the optionee, his guardian or legal
representative, in the case of disability, or by the estate of the
optionee or by the legatees or distributees of his estate, as the case
may be, but only to the same extent the optionee might have exercised
such option at the time of his termination of employment."
<PAGE>
The affirmative vote of a majority of the voting power of the
shares of Class A and Class B Common Stock, voting together as a class,
present and entitled to vote at the meeting, is necessary for approval
of the amendment to the 1986 Stock Option Plan. Abstaining votes and
broker non-votes will be counted as votes cast in tabulating the
majority requirement and have the same effect as a vote cast against
this proposal.
The Board of Directors recommends that the shareholders vote
"FOR" approval of the amendment to the 1986 Stock Option Plan and
your shares will be so voted unless you specify otherwise.
OTHER MATTERS
The Company is not aware of any business to be acted on at the
Annual Meeting other than that which is explained in this Proxy
Statement. In the event that any other business calling for a vote of
the shareholders is properly presented at the meeting, the holders of
the proxies will vote your shares in accordance with their best
judgment.
REVOCABILITY OF PROXY
A shareholder may revoke his or her proxy at any time prior to its
use by delivering to the Secretary of the Company a signed
notice of revocation or a later dated signed proxy, by attending
the Annual Meeting and giving notice of revocation of the proxy at the
Annual Meeting. Attendance at the Annual Meeting will not in itself
constitute the revocation of a proxy. Prior to the Annual Meeting, any
written notice of revocation or subsequent proxy should be sent so as
to be delivered to American Maize-Products Company, 250 Harbor Drive,
P.O. Box 10128, Stamford, Connecticut 06904, Attention: Secretary.
1995 ANNUAL MEETING SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next
annual meeting must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that meeting
on or before November 25, 1994.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than
10% of the Company's common stock to file reports of ownership and
changes in ownership of the Company's equity securities with the
Securities and Exchange Commission and to provide copies of such
reports to the Company. Messrs. Liabo and Ziegler filed reports on Form
4 on March 9, 1993 to report the acquisition of shares of Class A
Common Stock of the Company through the exchange of shares of American
Fructose Corporation resulting from the merger of the two companies in
February, 1993. The reports mistakenly reported 550 and 500 shares,
respectively, as Class B shares instead of Class A shares. The errors
were corrected by filing amended Form 4 reports on April 12, 1993.
<PAGE>
ADDITIONAL INFORMATION
The Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1993, including financial statements, has been
mailed to all shareholders together with this Proxy Statement, which
was first mailed March 25, 1994. The Annual Report is not considered
part of the proxy solicitation materials.
Copies of the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission, are available without charge upon
request. Requests should be addressed to the Secretary, American
Maize-Products Company, P.O. Box 10128, 250 Harbor Drive, Stamford,
Connecticut 06904.
AMERICAN MAIZE-PRODUCTS COMPANY
Stamford, Connecticut
March 25, 1994
<PAGE>
AMERICAN MAIZE-PRODUCTS COMPANY
1994 STOCK PLAN
_______________
1. Purpose.
The purpose of the 1994 Stock Plan (the "Plan")is to
secure for the Company and its stockholders the benefits inherent
in stock ownership in the Company by officers and other key
employees of the Company and its Affiliates who can make a
substantial contribution to the success of the Company's
business. It is anticipated that such stock ownership will
stimulate the efforts of such key employees, give them a
closer identity with the success of the Company and
strengthen their desire to remain with the Company. It is
anticipated, also, that the Plan will aid the Company and
its Affiliates in competing for and retaining the services
of new personnel who may from time to time be needed.
2. Definitions.
As used in the Plan, the following terms have the
meanings set forth below:
(a) "Affiliate" shall mean (i) any entity that
directly or through one or more intermediaries, is
controlled by the Company or (ii) any entity in which the
Company has a significant equity interest, as determined by
the Committee.
(b) "Award" shall mean any Option, Stock
Appreciation Right, Limited Stock Appreciation Right or
Restricted Stock granted under the Plan.
(c) "Award Agreement" shall mean any written
agreement, contract, or other instrument or document
evidencing any Award granted under the Plan.
(d) "Board of Directors" or "Board" shall mean the
Board of Directors of the Company as it may be composed
from time to time.
(e) "Cause" shall mean (i) any act or omission
knowingly undertaken or omitted with the intent of causing
damage to the Company, its properties, assets or business
or its shareholders, officers, directors or employees, (ii)
any fraud, misappropriation or embezzlement involving
properties, assets or funds of the Company, or (iii)
conviction of, or pleading nolo contendere to, any crime or
offense involving moneys or other property of the Company
or any other felony offense for any crime of moral
turpitude. The determination of "Cause" shall be within
the sole discretion of the Committee and the exercise of
such discretion shall be conclusive and binding upon all
other interested parties.
(f) "Class A Common Stock" shall mean the Company's
Class A Common Stock, par value $0.80 per share.
(g) "Change of Control" means:
(1) a "Board Change." For purposes of the Plan,
a Board Change shall have occurred if a majority of
the Board consists of individuals other than Incumbent
Directors. An "Incumbent Director" is a member of the
Board as of the date this Plan is approved by the
shareholders of the Company and any individual
subsequently becoming a director whose election or
nomination is approved by a majority of the Incumbent
Directors of the Company then in office.
(2) The acquisition by any individual, entity or
group (within the meaning of Section 13(d) or 14(d) of
the Exchange Act) (a "Person") of "Beneficial
Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of
the combined voting power of the then outstanding
voting securities of the Company as calculated in
accordance with 16 CFR 801.12 (the "Outstanding
Voting Securities"), which acquisition is not approved
in advance by a majority of the Incumbent Directors;
provided, however, that the following acquisitions
shall not constitute a Change of Control: (w) any
acquisition by the Company, (x) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company, (y) any acquisition by any
affiliate of a person owning 20% or more of the
Outstanding Voting Securities as of the date the Plan
is approved by the Shareholders of the Company, or (z)
any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation more than
50% of, respectively, the then outstanding shares of
common stock of the corporation resulting from such
reorganization, merger or consolidation and the
combined voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Company's outstanding common stock and outstanding
voting securities immediately prior to such
reorganization, merger or consolidation in
substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or
consolidation, of the outstanding common stock and
outstanding voting securities, as the case may be; or
(3) Approval by the stockholders of the Company
of (i) a complete liquidation or dissolution of the
Company or (ii) the sale or other disposition of all
or substantially all of the assets of the Company.
(h) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time, or any successor code
thereto.
(i) "Committee" shall mean the committee designated
by the Board of Directors pursuant to Section 3 to
administer the Plan, which committee shall be composed of
not less than the minimum number of members of the Board of
Directors from time to time required by Rule 16b-3 or any
applicable law.
(j) "Company" shall mean American Maize-Products
Company, or any successor thereto.
(k) "Employee" shall mean any full-time employee of
the Company or of any Affiliate.
(1) "Designated Beneficiary" means any person
designated in writing by a Participant as a legal recipient
of payments due under an Award in the event of the
Participant's death, or in the absence of such designation,
the Participant's estate. Such designation must be on file
with the Company in order to be effective but, unless the
Participant has made an irrevocable designation, may be
changed from time to time by the Participant.
(m) "Disability" means that the Participant
terminated services under circumstances that, in the
determination of the Committee, would entitle him to
disability benefits under the Company's Long Term
Disability Plan.
(n) "Fair Market Value" shall mean, with respect to
any property (including, without limitation, any Shares or
other securities), the fair market value of such property
determined by such methods or procedures as shall be
established from time to time by the Committee.
(o) "Incentive Stock Option" or "ISO" shall mean an
option granted under Section 6 of the Plan that is intended
to meet the requirements of Section 422 of the Code, or any
successor provision thereto.
(p) "Non-Qualified Stock Option" shall mean an
option granted under the Plan that is not intended to be an
Incentive Stock Option.
(q) "Option" shall mean an Incentive Stock Option
or a Non-Qualified Stock Option.
(r) "Participant" shall mean an Employee who is
granted an Award under the Plan.
(s) "Person" shall mean any individual,
corporation, partnership, association, joint-stock company,
trust, unincorporated organization, or government or
political subdivision thereof.
(t) "Restricted Securities" shall mean Awards of
Restricted Stock or other Awards under which issued and
outstanding Shares are held subject to certain
restrictions.
(u) "Restricted Stock" shall mean any Share granted
under Section 8 of the Plan.
(v) "Retirement" means the termination of the
services of a Participant because of normal or early
retirement under the terms of any retirement plan of the
Company applicable to the Participant.
(w) "Rule 16b-3" shall mean Rule 16b-3 promulgated
by the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934, as amended, or any
successor rule or regulation thereto.
(x) "Share" or "Shares" shall mean share(s) of
Class A Common Stock of the Company, and such other
securities or property as may become the subject of Awards
pursuant to the adjustment provisions of Section 12.
(y) "Withholding Tax" means any tax, including any
federal, state or local income tax, required by any
governmental entity to be withheld or otherwise deducted
and paid with respect to the transfer of shares of Class A
Common Stock as a result of a disqualifying disposition of
an Incentive Stock Option, the exercise of a Non-Qualified
Stock Option or stock appreciation right, or the award of
Restricted Stock.
3. Administration.
The Plan shall be administered by the Committee
appointed by the Board from time to time. Each member of
the Committee shall at all times while serving be (i) a
"disinterested director" within the meaning of Section
16(b) of the Exchange Act and (ii) an "outside director"
within the meaning of Section 162(m) of the Code and Proposed
Treas. Reg. 1.162-27 (or any successor provisions) as may
be in effect). Subject to the express provision of the
Plan, the Committee shall have plenary authority, in its
discretion, to determine the individuals to whom, and the
time or times at which, Restricted Stock shall be awarded
and stock appreciation rights or Options shall be granted
(including, without limitation, whether such Options shall
be Incentive Stock Options or Non-Qualified Stock Options
or a combination thereof), and the number of options,
rights and/or shares to be covered by each such award or
grant. In making such determinations, the Committee may
take into account the nature of the services rendered by
the respective Participants, their present and potential
contributions to the Company's success and such other
factors as the Committee in its discretion may deem
relevant. Subject to the express provisions of the Plan,
the Committee shall have plenary authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of
Award Agreements (which need not be identical) and to make
all other determinations necessary or advisable for the
administration of the Plan. The Committee's determinations
of the matters referred to in this Section 3 shall be
conclusive.
4. Shares Available for Award.
(a) The maximum number of Shares that may be issued
to Participants pursuant to Awards under the Plan shall be
800,000 Shares (the "Plan Maximum"), subject to adjustment
as provided in Section 12 hereof. In its discretion, the
Company may issue pursuant to Awards treasury Shares or
authorized but previously unissued Shares pursuant to Awards.
For the purpose of accounting for Shares available for Awards
under the Plan, the following shall apply:
(i) Only Shares relating to Awards actually
issued or granted hereunder shall be counted against
the Plan Maximum. Shares corresponding to Awards that
by their terms expired, or that are forfeited,
canceled or surrendered to the Company without full
consideration paid therefor shall not be counted
against the Plan Maximum.
(ii) Shares that are forfeited by a Participant
after issuance, or that are reacquired by the Company
after issuance without full consideration paid
therefor, shall be deemed to have never been issued
under the Plan and accordingly shall not be counted
against the Plan Maximum.
(b) The maximum number of Shares for which ISOs may
be granted under the Plan shall not exceed the Plan Maximum
as defined in Section 4(a) above, subject to adjustment as
provided in Section 12 hereof.
(c) No Participant who is a "covered employee" as
defined in Section 162(m) (3) of the Code shall be granted
Awards for more than 200,000 shares over any five (5)
calendar year period, subject to adjustment as provided in
Section 12 hereof.
(d) Shares issued under other plans of the Company
shall not be counted against the Plan Maximum under the
Plan.
5. Eligibility.
Employees (which term as used herein includes
officers) of the Company and its Affiliates who are not
members of the Committee shall be eligible to be designated
as a Participant. Participants may receive one or more
awards of Restricted Stock or one or more grants of options
or stock appreciation rights, or any combination thereof,
as the Committee shall from time to time determine, and
such determinations may be different as to different
Participants and may vary as to different awards and
grants.
6. Option Grants.
(a) The Committee is authorized under the Plan, in
its discretion, to issue options as Incentive Stock Options
or as Non-Qualified Stock Options and the Options shall be
designated as Incentive Stock Options or Non-Qualified
Stock Options in the applicable option agreement. The
purchase price of the Class A Common Stock under each
Option granted under the Plan shall be determined by the
Committee but shall be not less than 100% of the Fair
Market Value of the Class A Common Stock at the time such
Option is granted.
(b) The Committee shall determine the time or times
at which an Option may be exercised in whole or in part;
provided, however, that (i) except as otherwise provided in
Section 6(e) hereof, an Option may not be exercised during
the first year from the date of its grant, and (ii) in no
event, shall the period for exercising an option extend
more than 10 years from the date of grant. The Committee
shall also determine the method or methods by which Options
may be exercised, and the form or forms (including without
limitation, cash, Shares, other Awards, or other property,
or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price) in
which payment of the exercise price with respect thereto
may be made or deemed to have been made.
(c) The terms of any Incentive Stock Option granted
under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, or any successor
provision thereto, and any regulations promulgated
thereunder.
(d) In the event that a Participant's services for
the Company or its Affiliates shall cease and the
termination of such individual's service is for Cause, any
unexercised Options shall automatically terminate upon
first notification to the option holder of such termination
of services, unless the Committee determines otherwise.
In the event of the termination of the services
of the holder of an Option because of Retirement or
Disability, he may (unless otherwise provided in his Award
Agreement) exercise such Option at any time within a three
(3) year period beginning on such termination, but not
after the expiration of the Option, to the extent of the
number of Shares covered by such Option, whether or not
such Shares had become purchasable by him at the date of
the termination of his services. (Although the Option may
be exercised after retirement or disability, under Section
422 of the Code, if the option has been designated as an
Incentive Stock Option, it must be exercised within three
months after the date of retirement or one year after the
termination of employment due to disability in order to
qualify for incentive stock option tax treatment.)
In the event of the death of an individual to
whom an Option has been granted under the Plan while he is
performing services for the Company or an Affiliate, any
outstanding unexercised Options (unless otherwise provided
in his Award Agreement) may, subject to the limitations
described in Section 6(g), be exercised by his Designated
Beneficiary, by his legatee or legatees of the Option under
his last will, or by his personal representatives or
distributees, at any time within a period of three (3)
years after his death, but not after the expiration of the
Option, to the extent of the remaining Shares covered by
his Option, whether or not such Shares had become
purchasable by such an individual at the date of his death.
In the event of the death of an individual during the three
(3) year period following termination of his services by
reason of Retirement or Disability, then the Option (if not
previously terminated) may be exercised during the shorter
of the remainder of such three (3) year period or during
the remaining term of the Option, by his Designated
Beneficiary, by his legatee under his last will, or by his
personal representative or distributee, but only to the
extent of the number of Shares purchasable by such
Participant pursuant to the provisions hereof as if such
Participant had not died during such period.
In the event of the termination of the services
of the holder of an Option, other than by reason of
termination for Cause, Retirement, Disability or death, he
may (unless his Option shall have been previously
terminated pursuant to the provisions hereof or unless
otherwise provided in his Award Agreement) exercise his
Option at any time within three (3) months after such
termination, but not after the expiration of the Option, to
the extent of the number of Shares covered by his Option
which were purchasable by him at the date of the
termination of his services, and such Option shall
automatically terminate upon the date of such termination
of services for all Shares which were not purchasable upon
such date.
(e) Notwithstanding the foregoing provisions, the
Committee may determine, in its sole discretion, in the
case of any termination of employment, to extend the
termination date of some or all of the Participant's Options,
whether or not such Options had become exercisable by the Participant
at the date of the termination of his or her services, at any time
prior to the earlier of three (3) years from the date of
termination or the expiration of the original term of the
Option, except that such extension shall not cause any
Incentive Stock Option to fail to continue to qualify as an
Incentive Stock Option without the consent of the Option
holder. Options granted under the Plan shall not be
affected by any change of relationship with the Company so
long as the holder continues to be an employee of the
Company or an Affiliate. However, a change in a
Participant's status from an employee to a non-employee
(e.g., consultant or independent contractor) shall result
in a termination of services. The Committee, in its
absolute discretion, may determine all questions of whether
particular leaves of absence constitute a termination of
services; provided, however, that with respect to Incentive
Stock Options, such determination shall be subject to any
requirements contained in the Code.
(f) The date of grant of an Option pursuant to the
Plan shall be the date specified by the Committee at the
time it grants such Option, provided that such date shall
not be prior to the date of such action by the Committee
and that the price shall be determined in accordance with
Section 6(a) on such date. The Committee shall promptly
notify a grantee of an award and a written option grant
shall promptly be duly executed and delivered by or on
behalf of the Company.
(g) In the event an optionee is granted Incentive
Stock Options that in the aggregate entitle the optionee to
purchase, in the first year such Options become exercisable
(whether under their original terms or as a result of the
occurrence of an Acceleration Event, as defined below),
Class A Common Stock of the Company having a Fair Market
Value (determined as of the time such Options are granted)
in excess of $100,000, such portion in excess of $100,000
shall be treated as Non-Qualified Stock Options. Such
limitation shall not apply if the Internal Revenue Service
publicly rules, or issues a private ruling to the Company,
any optionee of the Company or any legatee, personal
representative or distributee of an optionee or states in
temporary or final regulations that provisions which allow
the full exercise of an optionee's Incentive Stock Options
upon the occurrence of the relevant Acceleration Event do
not violate Section 422(d) of the Code. An "Acceleration
Event" means (i) a determination of the Committee to allow
an optionee to exercise his Options in full upon
termination of his employment (ii) the death of an optionee
while he is employed by the Company or an Affiliate, (iii)
any Change of Control, or (iv) the optionee's termination
of employment under circumstances that will allow him to
exercise Options not otherwise exercisable. Participants
owning (either directly or constructively within the
meaning of Section 424(d) of the Code) stock representing
more than 10% of the voting power or value of all classes
of stock of the Company or its Affiliates immediately
before the grant of an Option under this Plan shall be
eligible to receive an Incentive Stock Option only if the
option price as determined pursuant to Section 6(a) hereof
is at least 110% of the Fair Market Value (at the time the
Option is granted) of the Company's Class A Common Stock
and the Option by its terms is not exercisable more than
five years from the date it is granted.
(h) Notwithstanding any contrary waiting period,
installment period or other limitation or restriction in
any option agreement or in the Plan, in the event of a
Change of Control, each Option outstanding under the Plan
shall thereupon become exercisable at any time during the
remaining term of the Option, but not after the term of the
Option, to the extent of the number of shares covered by
the Option, whether or not such shares had become
purchasable by the Participant thereunder immediately prior
to such Change of Control, subject, however, to the
limitations described in Section 6(g), by the holder of the
Option.
(i) Anything in the Plan to the contrary
notwithstanding, during the 90-day period from and after a
Change of Control (x) an optionee (other than an optionee
who initiated a Change of Control in a capacity other than
as an officer or a director of the Company) who is an
officer or a director of the Company (within the meaning of
Section 16 of the Exchange Act) with respect to an option
that was granted at least six months prior to the date of
exercise pursuant to this sentence and is unaccompanied by
a stock appreciation right and (y) any other optionee who
is not an officer or a director with respect to an option
that is unaccompanied by a stock appreciation right shall,
unless the Committee shall determine otherwise at the time
of grant, have the right, in lieu of the payment of the
full purchase price of the shares of Class A Common Stock
being purchased under the Option and by giving written
notice to the Company, to elect in writing to surrender all
or part of the Option to the Company and to receive in cash
an amount equal to the amount by which the amount
determined pursuant to Section 7(d) hereof on the date of
exercise (determined as if the optionee had exercised a
limited stock appreciation right on such date) shall exceed
the purchase price per share under the option multiplied by
the number of shares of Class A Common Stock granted under
the Option as to which the right granted by this sentence
shall have been exercised. Such written election shall
specify the optionee's election to purchase Shares granted
under the Option or to receive the cash payment referred to
in the immediately preceding sentence.
(j) Notwithstanding the foregoing provisions, the
optionee's employment or other contract with the Company
may provide that upon termination of his employment or
other services for other than Cause all Options shall
become immediately exercisable.
7. Stock Appreciation Rights.
(a) Stock appreciation rights may be paid upon
exercise in cash, in Class A Common Stock or in any
combination thereof, as the Committee in its sole
discretion may determine. A stock appreciation right is an
incentive award that permits the holder to receive (per
share covered thereby) an amount equal to the amount by
which the Fair Market Value of a Share of Class A Common
Stock on the date of exercise exceeds the Fair Market Value
of such Share on the date the stock appreciation right was
granted.
(b) The Committee may grant a stock appreciation
right separately or in tandem with a related Option and may
grant both "general" and "limited" stock appreciation
rights. A general stock appreciation right granted in
tandem with a related Option will generally have the same
terms and provisions as the related option with respect to
exercisability, and the base price of such a stock
appreciation right will generally be equal to the option
price under the related Option. Upon the exercise of a
tandem stock appreciation right, the related Option will be
deemed to be exercised for all purposes of the Plan and
vice versa.
(c) A general stock appreciation right granted
separately and not in tandem with any Option will have such
terms as the Committee may determine. The base price of a
stand-alone stock appreciation right may not be less than
the Fair Market Value of the Class A Common Stock. The
term of a stand-alone stock appreciation right may not be
greater than 10 years from the date it was granted.
(d) A limited stock appreciation right may be
exercised only during the 90 calendar days immediately
following the date of a Change in Control. For the purpose
of determining the amount payable upon exercise of a
limited stock appreciation right, the fair market value of
the Class A Common Stock will be equal to the higher of (x)
the highest Fair Market Value of the Class A Common Stock
during the 90-day period ending on the date the limited
stock appreciation right is exercised and (y) whichever of
the following is applicable:
(i) the highest per share price for Class A
Common Stock or Class B Common Stock paid in any
tender or exchange offer which is in effect at any
time during the 90 calendar days preceding the
exercise of the limited right;
(ii) the fixed or formula price of the
acquisition of shares of Class A Common Stock in a
merger or similar agreement approved by the Company's
stockholders or Board, if such price is determinable
on the date of exercise; and
(iii) the highest price per share paid to any
stockholder of the Company in a transaction or group
of transactions giving rise to the exercisability of
the limited right.
In no event, however, may the holder of a limited
stock appreciation right granted in tandem with a related
Incentive Stock Option receive an amount in excess of the
maximum amount which will enable the Option to continue to
qualify as an Incentive Stock Option without the consent of
the Participant. To the extent that the consideration paid
in any such transaction described above consists all or in
part of securities or other non-cash consideration, the
value of such non-cash consideration shall be determined in
the sole discretion of the Committee.
(e) Limited stock appreciation rights are payable
only in cash. General stand-alone stock appreciation
rights are payable only in cash, unless the Committee
provides otherwise at the time of grant. General stock
appreciation rights granted in tandem with a related option
are payable in cash, Class A Common Stock or any
combination thereof, as determined in the sole discretion
of the Committee. Notwithstanding the foregoing, and to
the extent required by Rule 16b-3, a payment, in whole or
in part, of cash upon exercise of a stock appreciation
right may be made to an optionee who is an officer or
director of the Company (within the meaning of Section 16
of the Exchange Act and the rules and regulations
promulgated thereunder) only if (i) the right was granted
at least six (6) months prior to the date of exercise
(except that in the event of the death or disability of the
optionee prior to the expiration of the six month period,
this limitation shall not apply) and (ii) the optionee's
election to exercise of the right is made (a) during the
period beginning on the third business day following the
date of release for publication of the quarterly or annual
summary statements of sales and earnings of the Company and
ending on the twelfth business day following such date, (b)
six (6) months prior to the date the stock appreciation
right becomes taxable or (c) during the 90-day period from
and after a Change of Control.
(f) Unless otherwise provided by the Committee at
the time of grant, the provisions of Section 6 relating to
the termination of the service of a holder of an Option
shall apply equally, to the extent applicable, to the
holder of a stock appreciation right.
8. Restricted Stock Awards.
(a) The Committee shall determine the amount, if
any, and form of the consideration to be received for
shares of Restricted Stock hereunder. Such shares shall be
issued out of authorized but unissued shares or out of
treasury shares. The recipient of Restricted Stock shall
be recorded as a stockholder of the Company, at which time
the Company, at its discretion, may either issue a
Restricted Stock Certificate or make a book entry credit in
the Company's stock ledger to evidence the award of such
Restricted Stock. Upon issuance of a Certificate or
recording of a book entry credit the Participant shall
have, subject to the provisions hereof, all the rights of a
stockholder with respect to such shares and receive all
dividends or other distributions made or paid with respect
to such shares; provided, that the shares themselves, and
any new, additional or different shares or securities which
the recipient may be entitled to receive with respect to
such shares by virtue of a stock split or stock dividend or
any other change in the corporate or capital structure of
the Company, shall be subject to the restrictions
hereinafter described.
During any Restricted Period stock certificates
issued for Restricted Stock, if any, shall be imprinted
with a legend to the effect that the stock represented
thereby may not be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of except in accordance
with the terms of the Plan, and each transfer agent for the
Class A Common Stock shall be instructed to such effect.
(b) During a period following the date of grant, as
determined by the Committee, (the "Restricted Period"), the
Restricted Stock or any rights thereto may not be sold,
assigned, transferred, pledged, hypothecated or otherwise
encumbered or disposed of by the recipient, except in the
event of death or the transfer thereof to the Company under
the provisions of the next succeeding paragraph. In the
event of the death, Disability or Retirement of the
recipient during the Restricted Period, such restrictions
shall immediately lapse, and the recipient or, in the case
of the recipient's death, his Designated Beneficiary, the
legatee under his last will or his personal representative
or distributee shall be free to transfer, encumber or
otherwise dispose of the Restricted Stock.
Except as provided in Section 8(c), in the event
that, during the Restricted Period, the service of the
recipient for the Company or one of its Affiliates is
terminated for any reason (including termination with or
without Cause by the Company or an Affiliate or resignation
by the recipient), other than termination of service due to
the death, Disability or Retirement of the recipient, then
the shares of Restricted Stock held by him shall be
forfeited to the Company and the recipient shall
immediately transfer and return to the Company the
certificates, if any have been issued to him, representing
all the Restricted Stock and the recipient's rights as a
stockholder with respect to the Restricted Stock shall
cease, effective with such termination of service.
Notwithstanding the foregoing, the recipient's service
contract with the Company may provide that upon termination
of his service for other than Cause, all Restricted Stock
shall cease to be subject to such restrictions.
A recipient's rights to Restricted Stock may not be
assigned or transferred except upon death by will, descent
or distribution. In the event of any attempt by the
recipient to sell, exchange, transfer, pledge or otherwise
dispose of shares of Restricted Stock in violation of the
provisions hereof, such shares shall be forfeited to the
Company.
(c) Notwithstanding the Restricted Period contained
in the grant of Restricted Stock, in the event of a Change
of Control, all restrictions on shares of Restricted Stock
shall immediately lapse and such Restricted Shares shall
become immediately transferable and nonforfeitable.
(d) Notwithstanding anything contained in the Plan
to the contrary, the Committee may determine, in its sole
discretion, in the case of any termination of a recipient's
service, that the restrictions on some or all of the shares
of Restricted Stock awarded to a recipient shall
immediately lapse and such Restricted Stock shall become
immediately transferable and nonforfeitable.
9. Withholding Taxes.
In connection with the transfer of shares of Class A
Common Stock as a result of the exercise of a Non-Qualified
Stock Option or stock appreciation right, or the award of
Restricted Stock, the Company is authorized (a) not to
issue a certificate for such shares until it has received
payment from the Participant of any Withholding Tax in cash
or by the retention or acceptance upon delivery thereof by
the Participant of shares of Class A Common Stock
sufficient in Fair Market Value to cover the amount of such
Withholding Tax and (b) to retain or sell without notice,
or to demand surrender of, shares of Class A Common Stock
in value sufficient to cover any Withholding Tax. The
Company shall have the right to withhold from any cash
amounts due from the Company to the award recipient
pursuant to the Plan an amount equal to the Withholding
Tax. In either case, the Company shall make payment (or
reimburse itself for payment made) to the appropriate
taxing authority of an amount in cash equal to the amount
of such Withholding Tax, remitting any balance to the
Participant. For purposes of this Section 9, the value of
shares of Class A Common Stock so retained or surrendered
shall be equal to the Fair Market Value of such shares on
the date that the amount of the Withholding Tax is to be
determined (the "Tax Date"), and the value of shares of
Class A Common Stock so sold shall be the actual net sale
price per share (after deduction of expenses) received by
the Company.
Notwithstanding the foregoing, the Participant may
elect, subject to approval by the Committee, to satisfy the
obligation to pay any Withholding Tax, in whole or in part,
by providing the Company with funds sufficient to enable
the Company to pay such Withholding Tax or by having the
Company retain or accept upon delivery thereof by the
Participant shares of Class A Common Stock sufficient in
Fair Market Value to cover the amount of such Withholding
Tax. Each election by a Participant to have shares
retained or to deliver shares for this purpose shall be
subject to the following restrictions: (i) the election
must be in writing and made on or prior to the Tax Date and
(ii) if the Participant is subject to Section 16 of the
Exchange Act, an election to have shares retained to
satisfy the Withholding Tax must be an irrevocable election
made at least six months prior to the Tax Date or the
withholding election must become effective during the ten
business day period beginning on the third business day
following the date on which the Company releases for
publication its annual or quarterly summary statements of
sales and earnings and ending on the twelfth business day
following the date of release thereof.
10. Transferability and Ownership Rights of Options,
Stock Appreciation Rights and Awards
No option or stock appreciation right granted or
any Award under the Plan shall be transferable otherwise
than pursuant to the designation of a Designated
Beneficiary or by will, descent or distribution, or
pursuant to a qualified domestic relations order ("QDRO")
as defined in the Code. Any option or stock appreciation
right may be exercised, during the lifetime of the holder
thereof only by him (or if permissible under applicable
law, by his guardian or legal representative or a
transferee under a QDRO). The holder of an option, stock
appreciation right or Award shall have none of the rights
of a stockholder until the shares subject thereto or
awarded thereby shall have been registered in the name of
such holder on the transfer books of the Company.
11. Section 16(b) Compliance and Bifurcation of Plan.
It is the intention of the Company that, while the
Company's equity securities are registered pursuant to
Section 12(b) or 12(g) of the Exchange Act, the Plan shall
comply in all respects with Rule 16b-3 under the Exchange
Act. If any Plan provision is later found not to be in
compliance with such section, the provision shall be deemed
null and void, and in all events the Plan shall be
construed in favor of its meeting the requirements of Rule
16b-3. Notwithstanding anything in the Plan to the
contrary, the Board, in its absolute discretion, may
bifurcate the Plan so as to restrict, limit or condition
the use of any provision of the Plan to participants who
are officers and directors subject to Section 16 of the
Exchange Act without so restricting, limiting or
conditioning the Plan with respect to other participants.
12. Adjustments Upon Changes in Capitalization.
Except as otherwise provided herein, in the event
of any changes in the outstanding stock of the Company by
reason of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of
shares, split-ups, split-offs, spin-offs, liquidations or
other similar changes in capitalization, or any
distribution to stockholders other than cash dividends, the
Committee shall make such adjustments, if any, in light of
the change or distribution as the Committee in its sole
discretion shall determine to be appropriate to (i) the
number or kind of shares available for the future granting
of Awards hereunder, (ii) the number and type of shares
subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price with respect to any Award; or
if it deems such action appropriate, the Committee may make
provision for a cash payment to the holder of an
outstanding Award; provided, however, that with respect to
any ISO no such adjustment shall be authorized to the
extent that such would cause the ISO to violate Code
Section 422 or any successor provision thereto without the
consent of the optionee. The determination of the
Committee as to the adjustments or payments, if any, to be
made shall be conclusive.
13. Amendment and Termination.
Unless the Plan shall theretofore have been
terminated as hereinafter provided, the Plan shall
terminate on, and no awards of Options, stock appreciation
rights, or Restricted Stock shall be made after, April 30,
1999, provided, however, that such termination shall have
no effect on awards of stock appreciation rights,
Restricted Stock or Options made prior thereto. The Plan
may be terminated, modified or amended by the stockholders
of the Company. The Board of Directors of the Company may
also terminate the Plan, or modify or amend the Plan in
such respects as it shall deem advisable in order to
conform to any change in any law or regulation applicable
thereto, or in other respects. However, to the extent
required by applicable law or regulation, stockholder
approval will be required for any amendment which will (a)
materially increase the total number of shares as to which
Awards may be granted or which may be, used in payment of
stock appreciation right awards under the Plan or which may
be issued as Restricted Stock, (b) materially change the
class of persons eligible to receive awards of Restricted
Stock and grants of stock appreciation rights or Options,
(c) materially increase the benefits accruing to
Participants under the Plan, or (d) otherwise require
stockholder approval under any applicable law or
regulation. The amendment or termination of the Plan shall
not, without the consent of the recipient of any award
under the Plan, alter or impair any rights or obligations
under any award theretofore granted under the Plan.
14. General Provisions.
(a) No Employee, Participant or other Person
shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of
treatment of employees, Participants, or holders or
beneficiaries of Awards under the Plan. The terms and
conditions of Awards need not be the same with respect to
each recipient.
(b) Nothing contained in the Plan shall prevent
the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements and
such arrangements may be either generally applicable or
applicable only in specific cases.
(c) The grant of an Award shall not be construed
as giving a Participant the right to be retained in the
employ of the Company or any Affiliate. Further, the
Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any
claim under the Plan, unless otherwise expressly provided
in the Plan or in
any Award Agreement.
(d) The Committee may correct any defect, supply
any omission, or reconcile any inconsistency in any Award
Agreement in the manner and to the extent it shall deem
desirable to carry out the intentions of the Plan.
(e) The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan
shall be determined in accordance with the laws of the
State of Connecticut and applicable Federal law.
(f) If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction, or as to any Person or
Award, or would disqualify the Plan or any Award under any
law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award,
such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of the Plan and any such
Award shall remain in full force and effect.
(g) Neither the Plan nor any Award shall create or
be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person. To the
extent that any Person acquires a right to receive payments
from the Company or any Affiliate pursuant to an Award,
such right shall be no greater than the right of any
unsecured general creditor of the Company or any Affiliate.
(h) No fractional Share shall be issued or
delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash, other securities,
or other property shall be paid or transferred in lieu of
any fractional Shares, or whether such fractional Shares or
any rights thereto shall be canceled, terminated, or
otherwise eliminated.
(i) Headings are given to the sections and
subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or
interpretation of the Plan or any provision thereof. All
references to the masculine gender shall mean and include
both the masculine and feminine gender.
15. Effectiveness of the Plan.
The Plan shall become effective upon its approval
by the Shareholders of the Company. The Committee may in
its discretion authorize the awarding of Restricted Stock
and the granting of Options and stock appreciation rights,
the payments, issuance or exercise of which, respectively,
shall be expressly subject to the conditions that (a) the
shares of Class A Common Stock reserved for issuance under
the Plan shall have been duly listed, upon each stock
exchange in the United States upon which Class A Common
Stock is traded and (b) a registration statement under the
Securities Act of 1933, as amended, with respect to such
shares shall have become effective.
<PAGE>
The Board of Directors recommends voting FOR Items 1,2,3,4 and 5.
1. ELECTION OF CLASS B FOR ALL NOMINEES WITHHOLD AUTHORITY to
DIRECTORS AND A CLERK LISTED BELOW [ ] vote for all nominees below [ ]
EXCEPTIONS* (as indicated
to the contrary below) [ ]
Messrs. Cook, Harwood, Liabo, MacDonald, McLaughlin, Morley, Steinkraus,
Troubh, and Ziegler and Mr. Webster for Clerk.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the
"Exceptions" box and write that nominee's name on the space provided below.)
*Exceptions____________________________________________________________________
2. RATIFICATION OF AUDITORS. 3. APPROVAL OF 1994 STOCK PLAN.
FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. APPROVAL OF AMENDMENT TO 1985 5. APPROVAL OF AMENDMENT TO
STOCK OPTION PLAN. 1986 STOCK OPTION PLAN.
FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. In their discretion, the Proxies are
authorized to vote upon such other PROXY DEPARTMENT Address Change
business as may properly NEW YORK, N.Y. 10203-0163 Mark Here[]
come before said meeting.
The signature on your proxy should agree
with the name(s) shown at the left. If the
stock is held jointly, all joint owners
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
Dated ______________________________1994
___________________________________(L.S.)
___________________________________(L.S.)
Signature(s) of Shareholder(s)
Sign, Date and Return the Proxy Card Promptly Vote must be indicated
Using the Enclosed Envelope. (X) in Black or Blue ink.[ ]
AMERICAN MAIZE-PRODUCTS COMPANY
ANNUAL MEETING OF SHAREHOLDERS-APRIL 27, 1994
CLASS B PROXY
This Proxy is Solicited by the Board of Directors
The undersigned hereby appoints William Ziegler, III, Patric J. McLaughlin
and C. Alan MacDonald, and each of them, the attorneys and proxies of the
undersigned (each with the power to act without the others and with power
of substitution) to vote, as designated on the reverse side, all shares of
Class B Common Stock of American Maize-Products Company which the undersigned
may be entitled to vote at the Annual Meeting of Shareholders to be held
at the Rich Forum, Stamford Center for the Arts, 307 Atlantic Street, Stamford,
Connecticut on the 27th day of April, 1994, at 11:00 o'clock A.M., and any
adjournments thereof upon all matters which may properly come before the said
Annual meeting.
Unless otherwise specified, this proxy will be voted FOR the election of
Class B Directors and a Clerk and, FOR Proposals 2,3,4 and 5.
(Continued, and to be dated signed, on reverse side.)
<PAGE>
The Board of Directors recommends voting FOR Items 1,2,3 and 4.
1. ELECTION OF CLASS A FOR ALL NOMINEES WITHHOLD AUTHORITY to
DIRECTORS LISTED BELOW [ ] vote for all nominees below [ ]
EXCEPTIONS* (as indicated
to the contrary below) [ ]
Messrs. Engler, Kennedy, Rudkin and Smith.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the
"Exceptions" box and write that nominee's name on the space provided below.)
*Exceptions____________________________________________________________________
2. Approval of 1994 Stock Plan. 3. Approval of Amendment to 1985 Stock
Plan.
4. Approval of Amendment to 1986 Stock
Option Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. In their discretion, the Proxies are
authorized to vote upon such other PROXY DEPARTMENT Address Change
business as may properly come NEW YORK, N.Y. 10203-0163 Mark Here[]
before said meeting.
The signature on your proxy should agree
with the name(s) shown at the left. If the
stock is held jointly, all joint owners
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
Dated ______________________________1994
___________________________________(L.S.)
___________________________________(L.S.)
Signature(s) of Shareholder(s)
Sign, Date and Return the Proxy Card Promptly Vote must be indicated
Using the Enclosed Envelope. (X) in Black or Blue ink.[ ]
AMERICAN MAIZE-PRODUCTS COMPANY
ANNUAL MEETING OF SHAREHOLDERS-APRIL 27, 1994
CLASS A PROXY
This Proxy is Solicited by the Board of Directors
The undersigned hereby appoints William Ziegler, III, Patric J. McLaughlin
and C. Alan MacDonald, and each of them, the attorneys and proxies of the
undersigned (each with the power to act without the others and with power
of substitution) to vote, as designated on the reverse side, all shares of
Class A Common Stock of American Maize-Products Company which the undersigned
may be entitled to vote at the Annual Meeting of Shareholders to be held
at the Rich Forum, Stamford Center for the Arts, 307 Atlantic Street, Stamford,
Connecticut on the 27th day of April, 1994, at 11:00 o'clock A.M., and any
adjournments thereof, upon all matters which may properly come before the said
Annual meeting.
Unless otherwise specified, this proxy will be voted FOR the election of
Class A Directors and FOR Proposals 2,3 and 4.
(Continued, and to be dated signed, on reverse side.)
<PAGE>
