<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[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
(Names of Registrant as Specified In Charter)
AMERICAN MAIZE-PRODUCTS COMPANY
(Names of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
[ ] 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
Fax: 203-359-1020
June 2, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 Annual Meeting of Shareholders
which will be held at the Ramada Plaza Hotel, 700 Main Street, Stamford,
Connecticut 06901, on Wednesday, June 28, 1995 at 11:00 a.m. All holders of the
Company's outstanding Common Stock as of May 25, 1995 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 twelve directors and a clerk, ratify the
appointment of auditors and consider other matters properly presented at the
meeting. 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/ PATRIC J. MCLAUGHLIN
Patric J. McLaughlin
President and Chief Executive Officer
<PAGE>
American Maize-Products Company
-------------
Notice of Annual Meeting of Shareholders
June 28, 1995
-------------
To the Shareholders:
The Annual Meeting of Shareholders of American Maize-Products Company will be
held at the Ramada Plaza Hotel, 700 Main Street, Stamford, Connecticut 06901, on
Wednesday, June 28, 1995 at 11:00 a.m., local time, for the following purposes:
1. To elect twelve directors and a clerk;
2. To consider and act upon a proposal to ratify the appointment of
Coopers & Lybrand L.L.P. as independent auditors for the Company for the year
1995;
3. If presented at the meeting, to consider and act upon a shareholder's
proposal as described in the proxy materials; and
4. To consider and act upon such other matters as may properly come before
the meeting or any adjournment thereof.
The close of business on May 25, 1995 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
ROBERT M. STEPHAN
Secretary
Stamford, Connecticut
June 2, 1995
<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 1995 Annual Meeting of
Shareholders (the "Annual Meeting") and at any adjournment thereof. The Annual
Meeting will be held at the Ramada Plaza Hotel, 700 Main Street, Stamford,
Connecticut 06901, on Wednesday, June 28, 1995 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 June 2, 1995. The Company, a Maine
corporation, has its principal executive offices at 250 Harbor Drive, Stamford,
Connecticut 06902.
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 of
approximately $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 at the meeting.
Each share of Class A Common Stock and Class B Common Stock is entitled to one
vote.
As of May 25, 1995, there were issued and outstanding 8,728,074 shares of
Class A Common Stock and 1,742,057 shares of Class B Common Stock (not including
345,429 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 May 25, 1995 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 twelve directors. The
holders of Class B Common Stock are entitled to vote for the election of the
remaining eight directors and the other matters listed in the Notice of Annual
Meeting.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS AND A CLERK
Nominees for Election of Directors
Each of the nominees for director named below, other than Robert S. Pirie and
William J. vanden Heuvel, has served as a member of the present Board of
Directors since the last Annual Meeting of Shareholders and 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 1996
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.
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(1)......... 65 President and Chief Executive Officer of Cactus Feeders, 1993
Inc. (farming, ranching and cattle feeding).
Robert S. Pirie........... 61 Senior Managing Director, Bear, Stearns & Co. Inc. --
(since 1993); Chairman and Chief Executive Officer,
Rothschild Inc. (1992-1993); Co-Chairman and Chief
Executive Officer, Rothschild North America Inc.
(1992-1993); President and Chief Executive Officer,
Rothschild Inc. (1982-1992).
William L. Rudkin(1) ..... 69 Retired Chairman of Pepperidge Farm Incorporated 1993
(consumer food products).
William J. vanden Heuvel . 65 Senior Advisor, Allen & Company; Of Counsel, Stroock & --
Stroock & Lavan; U.S. Deputy Permanent Representative to
the United Nations (New York) (1979-1981); Ambassador to
the European Office of the United Nations (Geneva)
(1977-1979); Director, Zemex Corporation, Cenro
Corporation and WinStar Communications, Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- -------------------------- ----- --------------------------------------------------------- ----------
<S> <C> <C> <C>
Class B Directors
Charles B. Cook, Jr. ..... 65 Vice Chairman and a director of Janney Montgomery Scott 1964
Inc. (investment bankers).
James E. Harwood.......... 59 President, Sterling Equities, Inc. (venture capitalists 1992
and management advisors); formerly Corporate Vice
President of Technical Operations of Schering Plough
Corporation. Also a director of Morgan Keegan & Company
and Leader Financial Corporation Inc.
John R. Kennedy........... 64 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 Bancorporation, Magna Copper Company and
Chase Brass Industries, Inc.
C. Alan MacDonald......... 62 General Partner, The Marketing Partnership, Inc.; 1992
formerly Chairman and Chief Executive Officer of Lincoln
Snacks Company (1992-1994) and President and Chief
Executive Officer of Nestle Foods Corporation. Also a
director of Lord Abbett & Company, Fountainhead Water
Company, J.B. Williams Company, Great American
Restaurants and Lincoln Snacks Company.
Patric J. McLaughlin(1) .. 50 President and Chief Executive Officer of the Company 1988
since July 1, 1993; formerly President and Chief
Operating Officer of the Company (1992-1993) and
President of its Corn Processing Division (1984-1992).
H. Barclay Morley......... 66 Retired Chairman and Chief Executive Officer of Stauffer 1991
Chemical Company. Also a director of Champion
International Corporation, Schering Plough Corporation
and The Bank of New York Company.
William C. Steinkraus(1)(2) 69 Private investor and Chairman Emeritus of United States 1980
Equestrian Team, Incorporated, a charitable organization
responsible for providing United States international
equestrian representation.
William Ziegler,III(1) (2) 66 Chairman of the Board of the Company since 1964; 1958
formerly Chief Executive Officer of the Company
(1976-1993).
<FN>
(1) Member of the Executive Committee.
(2) 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.
Verrill & Dana represents the Company from time to time, and is
3
<PAGE>
presently acting as Maine counsel to the defendants in the action entitled GIH
Corp. and William Ziegler, III v. American Maize-Products Co., et. al. described
below.
The Board of Directors recommends voting "FOR" the election of Messrs.
Engler, Pirie, Rudkin, vanden Heuvel, Cook, Harwood, Kennedy, MacDonald,
McLaughlin, Morley, Steinkraus 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.
INFORMATION RELATING TO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
Agreements Affecting Board Membership
As discussed above, the Company's Class B Common Stock has the power to elect
70% of the Company's Board of Directors. GIH Corp. owns approximately 47.3% of
the Class B Common Stock. All the shares of GIH Corp. are held directly by, or
in various trusts for the benefit of, William Ziegler, III, Chairman of the
Board of the Company, and his sister, Mrs. Helen Steinkraus.
Control over GIH Corp. is the subject of litigation (the "One Share
Litigation") initiated in New York Surrogate's Court by the children of Mrs.
Helen Steinkraus challenging the prior distribution of the controlling share of
GIH Corp. common stock to a trust for the benefit of William Ziegler, III. On
April 4, 1994, the New York Surrogate's Court issued a decision in favor of Mr.
Ziegler, and Mrs. Steinkraus' children appealed such decision. On March 22,
1995, the appellate court hearing the One Share Litigation rendered a decision
in favor of Mr. Ziegler, and the Steinkraus family has appealed such decision.
Pursuant to certain settlement and stockholder agreements (the "Settlement
Agreements") entered into in March 1991, Mr. Ziegler, Mrs. Steinkraus and GIH
Corp. agreed that, until final resolution of the One Share Litigation, their
shares of the Company's common stock would be voted for directors nominated by
the Company in accordance with certain agreed upon "succession resolutions"
adopted by the Company's Board of Directors in March 1991. These resolutions
provide for the Board seats for Mr. Ziegler and Mrs. Steinkraus or their
designees and require that the majority of the Board consist of directors who
are neither employees of the Company nor members of the Ziegler or Steinkraus
families.
Mr. Ziegler has informed the Board of Directors of the Company that it is his
position that the Settlement Agreements are no longer in effect as a result of
the Surrogate's Court decision. The Company believes that the Settlement
Agreements remain in effect until the appeals process in the One Share
Litigation is exhausted. The foregoing slate of nominees for election as
directors was selected in accordance with the succession resolutions. Mr.
Ziegler voted against the Board of Directors' resolution which approved the
foregoing slate of nominees.
Board of Directors and Committees
The Board of Directors held twelve meetings during 1994. Attendance at Board
meetings averaged 96.2% and attendance at Board committee meetings averaged
86.5%. Each incumbent director attended at least 75% of the Board meetings and
the meetings of Board committees on which the director served. 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 six directors:
William L. Rudkin (Chair), Paul F. Engler, Leslie C. Liabo, Patric J.
McLaughlin, William C. Steinkraus 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 seven times in 1994.
4
<PAGE>
Audit Committee. The Audit Committee consists of five directors: Wendell M.
Smith (Chair), Paul F. Engler, James E. Harwood, John R. Kennedy 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 accountants. 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 1994.
Compensation Committee. The Compensation Committee consists of five
directors: H. Barclay Morley (Chair), Charles B. Cook, Jr., John R. Kennedy, C.
Alan MacDonald and William L. Rudkin. 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 four times in 1994. (See below
for the committee's report on 1994 compensation of executive officers.)
Pension Committee. The Pension Committee consists of six directors; Charles
B. Cook, Jr. (Chair), Paul F. Engler, James E. Harwood, Leslie C. Liabo, C. Alan
MacDonald 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 three times in 1994.
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 each Board committee meeting. Directors are also reimbursed for
travel expenses to attend Board and committee meetings. Committee Chairs receive
additional annual retainers ranging from $5,000 to $12,000. In lieu of the
annual director's retainer and Executive Committee attendance fees, Mr.
MacDonald received until October, 1994 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 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 to 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 retainer for the Chairman
of the Board is 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. Swisher International, Inc., a subsidiary of the Company,
has engaged the consulting services of Mr. Harwood in its business and paid Mr.
Harwood $30,000 in 1994 for such services. During 1994, 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, The Bank of New York Company,
and Janney Montgomery Scott Inc. 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.
5
<PAGE>
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.
Certain Litigation
On February 22, 1995, William Ziegler, III, on behalf of himself and,
purportedly, GIH Corp., filed suit in Superior Court, Cumberland County, Maine
seeking declaratory and injunctive relief against a merger agreement and stock
purchase agreement executed by the Company and Eridania Beghin-Say, S.A.
("EBS"), which contemplated the aquisition of the Company by EBS. The complaint,
entitled GIH Corp. and William Ziegler, III v. American Maize-Products Co., et
al., also alleges, among other things, that the directors' approval of certain
employment agreements with the Company's senior officers violated the directors'
fiduciary duties. On April 10, 1995, the Supreme Judicial Court of Maine issued
an order permanently enjoining the Company from issuing shares of Class B Common
Stock to EBS pursuant to the EBS stock purchase agreement. On May 12, 1995, the
EBS agreements were terminated.
The current Board of Directors (Messrs. Cook, Engler, Harwood, Kennedy,
Liabo, MacDonald, McLaughlin, Morley, Rudkin, Smith, Steinkraus, Troubh and
Ziegler) and the Company are defendants in three civil suits filed in January
1995 in Connecticut Superior Court, Stamford, CT, purportedly on behalf of a
class of the Company's shareholders. The complaints allege that the directors
breached their fiduciary duties to the shareholders by not adequately
considering an offer by EBS to purchase the outstanding common stock of the
Company at a price of $32.00 per share, by rejecting the offer, by failing to
make adequate disclosure of the offer, and by placing personal interests,
including an alleged attempt by the Chairman to retain control of the Company,
ahead of the interest of the public shareholders. The plaintiffs seek injunctive
relief, including appointment of an independent committee to evaluate the offer,
and monetary relief in an unspecified amount. The defendants believe that the
allegations in the complaints are without merit and intend to defend these
actions vigorously.
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND OFFICERS
The following table sets forth, as of May 25, 1995 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" below 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>
TITLE OF CLASS
OF COMMON AMOUNT AND NATURE OF PERCENT
NAME STOCK BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------- --------------- ----------------------- ----------
<S> <C> <C> <C>
William Ziegler, III................. Class A 1,330,098 (1)(2) 15.2%
Class B 949,920 (1)(3) 54.5%
Charles B. Cook, Jr.................. Class A 2,336 *
Class B 2,669 *
Jane E. Downey....................... Class A 15,395 (2) *
Class B -0- --
Paul F. Engler....................... Class A 2,500 *
Class B -0- --
James E. Harwood..................... Class A 1,000 *
Class B -0- --
John R. Kennedy...................... Class A 800 *
Class B 200 *
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
TITLE OF CLASS
OF COMMON AMOUNT AND NATURE OF PERCENT
NAME STOCK BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------- --------------- ----------------------- ----------
<S> <C> <C> <C>
Charles A. Koons..................... Class A 16,083 (2) *
Class B -0- --
Leslie C. Liabo...................... Class A 14,475 (2) *
Class B 3,875 *
Patric J. McLaughlin................. Class A 106,672 (2) 1.2%
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 48,042 (2) *
Class B -0- --
Robert S. Pirie...................... Class A 100 *
Class B -0- --
William L. Rudkin.................... Class A 1,000 (4) *
Class B -0- --
Wendell M. Smith..................... Class A -0- --
Class B 100 *
William C. Steinkraus................ Class A 110 (5) *
Class B -0- (5) --
Robert M. Stephan.................... Class A 20,117 (2) *
Class B -0- --
Raymond S. Troubh.................... Class A 3,000 *
Class B 500 *
William J. vanden Heuvel............. Class A 1,000 (6) *
Class B -0- (6) --
All directors and officers as a
group................................ Class A 1,644,951 18.8%
Class B 957,264 55.0%
<FN>
* Does not exceed one percent of the total outstanding shares of such class.
(1) Based upon Schedule 13G, Amendment No. 16, dated February 13, 1995, filed
with the Securities and Exchange Commission (the "Commission"). 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 First Fidelity Bank ("First Fidelity") 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.
(2) 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: Ms. Downey,
14,400 shares; Mr. Koons, 15,300 shares; Mr. Liabo, 8,000 shares; Mr.
McLaughlin, 96,000 shares; Mr. Norris, 36,750 shares; Mr. Stephan, 15,000
shares; Mr. Ziegler, 54,948 shares; and all directors and officers as a
group, 304,498 shares. Also includes shares of the Company's Class A Common
Stock credited under the Company's capital accumulation plan through
December 31, 1994 as follows: Ms. Downey, 995.4392 shares; Mr. McLaughlin,
8,666.5407 shares; Mr. Koons, 783.0609 shares; Mr. Norris, 11,167.1858
shares; and Mr. Stephan, 2,116.6837 shares.
(3) 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.
(4) 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.
(5) 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.
(6) Such shares are owned through a retirement plan of which Mr. vanden Heuvel
is Trustee. Excludes (i) 160,000 shares of Class A Common Stock owned by
Cenro Corporation, of which Mr. vanden Heuvel is a director; and (ii) 20,500
shares of Class A Common Stock and 1,100 shares of Class B Common Stock
owned by the Arthur Ross Foundation, of which Mr. vanden Heuvel is a
Trustee. Mr. vanden Heuvel disclaims beneficial ownership of the shares
described in the preceding sentence.
</TABLE>
7
<PAGE>
OWNERSHIP OF COMMON STOCK BY CERTAIN HOLDERS
The following table sets forth, as of May 25, 1995 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
OF COMMON AMOUNT AND NATURE OF BENEFICIAL PERCENT
NAME AND ADDRESS STOCK OWNERSHIP OF CLASS
- --------------------------- --------------- ---------------------------------- ----------
<S> <C> <C> <C>
William Ziegler, III....... Class A(1) Aggregate Amount--1,330,098 15.2%
250 Harbor Drive Sole Voting Power--65,504 *
P.O. Box 10128 Shared Voting Power--1,264,594 14.5%
Stamford, CT 06904 Sole Investment Power--65,504 *
Shared Investment
Power--1,264,594 14.5%
Class B(1) 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%
Helen Z. Steinkraus........ Class A(2) Aggregate Amount--1,257,989 (3) 14.4%
250 Harbor Drive Sole Voting Power--3,394 *
P.O. Box 10128 Shared Voting Power--1,254,595 14.4%
Stamford, CT 06904 Sole Investment Power--3,394 *
Shared Investment
Power--1,254,595 14.4%
Class B(2) Aggregate Amount--882,040 (3) 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
of New York............... Class A(4) Aggregate Amount--1,256,767 14.4%
114 West 47th Street Sole Voting Power--0 --
New York, NY 10036 Shared Voting Power--1,256,767 14.4%
Sole Investment Power--0 --
Shared Investment
Power--1,256,767 14.4%
Class B(4) 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%
First Fidelity Bank........ Class A(5) Aggregate Amount--1,264,594 14.5%
P.O. Box 1297 Sole Voting Power--0 --
Stamford, CT 06904 Shared Voting Power--1,264,594 14.5%
Sole Investment Power--0 --
Shared Investment
Power--1,264,594 14.5%
Class B(5) 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%
8
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
TITLE OF CLASS
OF COMMON AMOUNT AND NATURE OF BENEFICIAL PERCENT
NAME AND ADDRESS STOCK OWNERSHIP OF CLASS
- --------------------------- --------------- ---------------------------------- ----------
<S> <C> <C> <C>
GIH Corp................... Class A(6) Aggregate Amount--1,140,294 13.1%
250 Harbor Drive Sole Voting Power--1,140,294 13.1%
P.O. Box 10128 Shared Voting Power--0 --
Stamford, CT 06904 Sole Investment Power--1,140,294 13.1%
Shared Investment Power--0 --
Class B(6) Aggregate Amount--824,521 47.3%
Sole Voting Power--824,521 47.3%
Shared Voting Power--0 --
Sole Investment Power--824,521 47.3%
Shared Investment Power--0 --
Archer Daniels Midland Co.. Class A(7) Aggregate Amount--2,429,700 27.8%
4666 Faries Parkway Sole Voting Power--2,115,200 24.2%
P.O. Box 1470 Shared Voting Power--0 --
Decatur, IL 62525 Sole Investment Power--2,429,700 27.8%
Shared Investment Power--0 --
EFL Limited................ Class B(8) Aggregate Amount--282,600 16.2%
c/o D. Zeltner Sole Voting Power--0 --
Weil Gotshal & Manges Shared Voting Power--282,600 16.2%
767 Fifth Avenue Sole Investment Power--0 --
New York, NY 10153 Shared Investment Power--282,600 16.2%
- --------------
<FN>
* Does not exceed one percent of the total outstanding shares of such class.
(1) Based upon Schedule 13G, Amendment No. 16, dated February 13, 1995, filed
with the Commission. 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 First Fidelity as
co-trustees of 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. GIH is wholly owned by Mr. Ziegler, Mrs.
Steinkraus and the co-trustees of the Ziegler Trusts and the Steinkraus
Trusts.
(2) Based upon Schedule 13D, Amendment Nos. 1 and 3, dated March 2, 1992, filed
with the Commission and information received from the United States Trust
Company of New York ("U.S. Trust"). Mrs. Steinkraus and U.S. Trust report
that she shares voting and investment power over 1,254,595 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.
(3) 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).
(4) Based upon Schedule 13G, Amendment No. 16, dated February 11, 1995, 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.
(5) Based upon Schedule 13G dated April 8, 1994, filed with the Commission.
(6) Based upon Schedule 13G, Amendment No. 16, dated February 24, 1995, filed
with the Commission. See also Footnote Nos. 1 and 2 above.
<PAGE>
(7) Based upon Schedule 13D, Amendment No. 7, dated September 17, 1993, filed
with the Commission.
(8) Based upon Schedule 13D, filed with the Commission on April 5, 1995.
According to such filing, beneficial ownership of such shares is shared by
EFL Limited ("EFL"), Excorp Limited ("Excorp"), the owner of EFL, Excorp
Holdings Limited ("Excorp Holdings"), the owner of Excorp, and Abacus (C.I.)
Limited, as trustee of the settlement dated 31 December 1985 (the "Trust").
The Trust is the owner of Excorp Holdings. According to such filing, EFL
agreed to purchase an additional 18,054 shares of Class B Common Stock from
a stockholder of the Company following the purchase by the stockholder of
such shares in a rights offering. The rights offering was subsequently
terminated by the Company without any stock purchases by stockholders
thereunder.
</TABLE>
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The compensation paid or awarded during the last three fiscal years to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers during 1994 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
reviewed 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 1994 the Committee concurred with and approved all salary recommendations
made by the Chief Executive Officer.
In determining Mr. McLaughlin's salary increase on July 1, 1994, the
Committee considered an executive compensation study prepared by an outside
compensation consultant. The Committee rated Mr. McLaughlin's performance based
on its evaluation of his contribution to the successful operations of the
Company during the preceding year. Mr. McLaughlin's base salary is subject to
the terms of his employment agreement. See "Employment Agreements" below.
10
<PAGE>
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
achievement of specific financial and/or operational targets and each
participant's individual performance. The current plan was established in 1994
with the assistance of an outside compensation consultant.
For each business unit, bonuses are based on the achievement of financial
performance targets and individual performance goals. The financial objectives
are developed by the Committee during the first quarter of the year.
Each participant in the plan has a target bonus opportunity that is expressed
as a percentage of his or her base salary. The target bonus opportunity ranges
from 20% to 60% and is based on the potential of the position to have a positive
impact on the performance of the Company.
Seventy percent of the target bonus opportunity is tied directly to the
financial performance of the participant's business unit. The remaining thirty
percent of the target bonus opportunity is made available if certain threshholds
related to financial performance are met, and is awarded on a discretionary
basis that recognizes individual contributions.
Performance above goal increases actual bonus awards, up to a maximum of 150%
of the target bonus. Performance below goal decreases actual bonus awards, and
they are reduced to zero in the event the financial results are sufficiently
below target.
The discretionary portion of each participant's bonus is based on his or her
individual performance during the year. 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 of 150% of his target bonus
opportunity based on the excellent performance of the Company in 1994.
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 shareholder-approved stock option plans. 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. Options granted under the plans have terms of up to
ten years and may expire earlier in the event of termination of employment.
In determining the 1994 stock option recipients and the overall number of
options granted, the Committee reviewed the details of the last two 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 30,000 options in 1994 to recognize his
direct involvement in enhancing the operations of the Company.
Compliance with Internal Revenue Code Section 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 circum-
11
<PAGE>
stances, the Company's current compensation programs are not likely to trigger
the $1 million limit on deductibility. Future grants of stock options, stock
appreciation rights and restricted stock 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.
John R. Kennedy
C. Alan MacDonald
William L. Rudkin
Employment Agreements
The Company entered into an employment agreement with Patric J. McLaughlin as
President and Chief Executive Officer (the "Agreement") commencing July 1, 1993
and terminating June 30, 1996 subject to automatic one-year extensions on each
anniversary date until July 1, 2000. The Agreement 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. Under the Agreement, in the
event Mr. McLaughlin's employment is terminated without "cause," he shall be
entitled to severance benefits until the Agreement's termination date, including
(i) salary, (ii) target bonus payments and (iii) continued participation in
welfare benefit plans, retirement plans and the Company's 401(k) plan. In such
case, stock options awarded prior to his termination without "cause" shall
remain exercisable until the earlier of their expiration date or the third
anniversary of the termination of his employment. In the event of termination of
employment for "cause" or due to death or disability, the Company shall not be
obligated to make any severance payments to Mr. McLaughlin. The Agreement
provides that the Company will pay an amount necessary to reimburse Mr.
McLaughlin, on an after tax basis, for any excise tax due under Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code") as a result of any
payment under the Agreement being treated as a "parachute payment" under Section
280G of the Code. The Agreement contains provisions relating to nondisclosure of
confidential information by Mr. McLaughlin and nonsolicitation of Company
employees for a period of two years after his termination. The Agreement is not
assignable by either party, but is binding upon successors of the Company.
The Company entered into employment agreements with Jane E. Downey, Charles
A. Koons. Edward P. Norris, Robert M. Stephan and three other executive officers
of the Company (the "Agreements") commencing as of January 2, 1995 and
terminating December 31, 1997 subject to automatic one-year extensions as of
December 31, 1995 and each December 31st thereafter, unless timely notice is
given that the term shall not be extended. The Agreements provide that each of
the executive officers will serve the Company in the offices listed (with
respect to named executive officers) in the Summary Compensation Table and set
forth in the Agreements at specified annual base salary rates. The base salaries
are subject to annual reviews by the Compensation Committee, plus annual
incentive bonuses under the Company's management incentive plan at the bonus
"target" rate specified in each of the Agreements. The Agreements include
provisions that are effective in the event the employment of the executive
officer is terminated by the Company without "cause" or by the executive officer
for "good reason" (each as defined in the Agreements). In such cases, the
executive officer is entitled to severance benefits for the remainder of the
agreement term, including (i) salary, (ii) target bonus payments and (iii)
continued participation in welfare benefit plans, retirement plans and the
Company's 401(k) plan. In such case, stock options awarded prior to the
executive officer's termination without "cause" shall become fully vested and
shall remain exercisable until the earlier of their expiration date or the third
anniversary of the termination of his or her employment. Pursuant to the terms
of the Agreements, the Company will pay each executive officer an amount
necessary to reimburse him or her, on an after tax basis for any excise tax due
under Section 4999 of the Code as a result of any payment under the Agreements
being treated as a "parachute payment" under Section 280G of the Code. The
Agreements
12
<PAGE>
contain a provision relating to nondisclosure of confidential information by the
executive officers. The Agreements are not assignable by either party, but are
binding upon successors of the Company.
Summary Compensation Table
The following table sets forth compensation paid or awarded during the last
three fiscal years to the Chief Executive Officer and the four other most highly
compensated executive officers of the Company in 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------------------------- --------------
Securities
Name and Principal Other Annual Underlying Options/ All Other
Position Year Salary Bonus Compensation(1) SARs(2) Compensation(3)
- ------------------ ---- -------- -------- -------- ------- ----------
($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Patric J. McLaughlin 1994 $420,000 $396,000 $ 37,845 30,000 $ 34,489
President and Chief 1993 350,000 272,000 27,120 20,000 28,848
Executive Officer 1992 254,000 157,000 11,808 10,000 22,204
Edward P. Norris 1994 206,000 127,200 39,922 12,000 29,120
Vice President and 1993 185,850 108,000 36,224 6,000 29,356
Chief Financial Officer 1992 166,100 98,000 20,211 3,000 29,025
Robert M. Stephan(4) 1994 177,250 108,000 30,775 7,000 27,120
Vice President, General 1993 166,750 94,000 28,733 5,000 27,165
Counsel and Secretary 1992 124,058 70,000 16,328 3,000 23,441
Charles A. Koons 1994 148,000 79,500 28,523 5,000 22,920
Vice President, 1993 140,500 68,000 27,138 3,000 22,620
Corporate Development
and Planning 1992 132,000 63,000 15,520 3,000 22,280
Jane E. Downey(5) 1994 125,000 69,300 51,474 6,000 45,860
Vice President, 1993 108,333 60,000 16,963 4,000 23,473
Human Resources
<FN>
(1) Amounts in this column represent tax reimbursements on life insurance and
company automobiles. The amounts with respect to life insurance are as
follows: Mr. McLaughlin $23,126; Mr. Norris $22,540; Mr. Stephan $17,119;
Mr. Koons $13,858 and Ms. Downey $33,309.
(2) 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).
(3) 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.
</TABLE>
<TABLE>
<CAPTION>
Patric J. Edward P. Robert M. Charles A. Jane E.
1994 McLaughlin Norris Stephan Koons Downey
---- ---------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C>
401(k) Contribution ... $ 6,120 $ 6,120 $ 6,120 $ 5,920 $ 5,000
Life Insurance
Premiums............. 28,369 23,000 21,000 17,000 40,860
-------- ------- -------- -------- -------
$ 34,489 $29,120 $ 27,120 $ 22,920 $45,860
<FN>
(4) Mr. Stephan was elected Secretary of the Company on January 25, 1995 and
Vice President and General Counsel 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.
(5) Ms. Downey was elected Vice President, Human Resources on August 1, 1993.
Prior thereto, she served as Vice President--Human Resources of the
Company's Corn Processing Division (1988-1993).
</TABLE>
13
<PAGE>
Stock Option Tables
The following tables provide information with respect to stock options
granted to, exercised 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(1) in 1994 $/SH Date 5%($) 10%($)
----- ---------- ---------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Patric J.
McLaughlin.......... 30,000 17.80% $ 20.00 6/29/04 $ 646,200 $1,384,200
Edward P. Norris ... 12,000 7.12% 20.00 6/29/04 258,480 553,680
Robert M. Stephan .. 7,000 4.15% 20.00 6/29/04 150,780 322,980
Charles A. Koons ... 5,000 2.97% 20.00 6/29/04 107,700 230,700
Jane E. Downey...... 6,000 3.56% 20.00 6/29/04 129,240 276,840
- -----------
<FN>
(1) All amounts in this column represent option grants and all such options were
immediately exercisable.
(2) Potential realizable value is based on the assumed annual growth of the
Company's Class A Common Stock for the ten-year option term. Annual growth
of 5% results in a stock price of $41.54 per share and 10% results in a
price of $66.14 per share. Actual gains, if any, on stock option exercises
are dependent on the future performance of the stock. There can be
noassurance that the amounts reflected in this table will be achieved.
</TABLE>
14
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table details the value on December 31, 1994 of options to
purchase Common Stock held by those persons named in the Summary Compensation
Table above.
<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 2,750 $ 8,415 96,000 0 $ 779,156 0
Edward P. Norris ... 750 2,389 36,750 0 285,576 0
Robert M. Stephan .. 0 0 15,000 0 96,000 0
Charles A. Koons ... 0 0 15,300 0 85,563 0
Jane E. Downey...... 0 0 14,400 0 91,606 0
</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>
30 or More
Earnings Credited For 10 Years of 15 Years of 20 Years of 25 Years of Years of
Retirement Benefits Service Service Service Service Service
- -------------------- ----------- ------------ -------- --------- ---------
<S> <C> <C> <C> <C> <C>
$100,000 $ 18,568 $ 27,775 $ 36,981 $ 46,188 $ 55,395
150,000 29,175 43,595 58,014 72,434 86,853
250,000 50,389 75,234 100,080 124,925 149,770
350,000 71,603 106,874 142,145 177,416 212,687
450,000 92,817 138,513 184,210 229,906 275,603
550,000 114,031 170,153 226,275 282,397 338,520
650,000 135,245 201,793 268,341 334,888 401,436
750,000 156,458 233,432 310,405 387,379 464,352
850,000 177,672 265,071 352,471 439,870 527,269
</TABLE>
The amounts of earnings credited for retirement benefits ("Credited
Earnings") are essentially salaries and bonuses as shown on the Summary
Compensation Table above. 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. Pay is assumed to remain constant to
Normal Retirement Date. The figures shown are not limited by any law or
regulation such as Sections 415(b) and (e) or Section 401(a) (17) of the Code.
The benefits shown reflect the total benefit to be paid under both the 1952 Plan
and the Supplemental Plan.
As of December 31, 1994, 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 20.5 years, Mr. Norris 16.8 years, Mr.
Stephan 2.8 years, Mr. Koons 18.0 years, Ms. Downey 6.3 years.
15
<PAGE>
PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
shareholder return on its Common Stock for a five-year period (1989-1994) 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, 1989
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.
LINE CHART APPEARS HERE
1989 100.00 100.00 100.00
1990 104.61 93.82 80.49
1991 118.16 125.91 117.56
1992 127.04 137.2 139.21
1993 90.41 152.68 165.52
1994 152.39 152.58 162.51
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 mix 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 index, 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.
16
<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 L.L.P., Certified Public Accountants, as independent auditors to make an
examination of the accounts of the Company for the year 1995. Coopers & Lybrand
L.L.P. has audited the Company's books since 1965.
One or more representatives of Coopers & Lybrand L.L.P. 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. SHAREHOLDER'S RESOLUTION ON DIRECTORS' RETIREMENT BENEFITS
William Steiner, 4 Radcliff Drive, Great Neck, New York 11024, who stated
that he owns 150 shares of American Maize common stock, has advised the Company
that he will introduce at the meeting the following resolution:
"RESOLVED, that the shareholders assembled in person and by proxy, recommend
(i) that all future non-employee directors not be granted pension benefits and
(ii) current non-employee directors voluntarily relinquish their pension
benefits."
The statement of the shareholder in support of the resolution is as follows:
"Aside from the usual reasons, presented in the past, regarding "double
dipping", that is outside (non-employee) directors who are in almost all cases
amply rewarded with their pension at their primary place of employment, and in
many instances serving as outside pensioned directors with other companies,
there are other more cogent reasons that render this policy as unacceptable.
Traditionally, pensions have been granted in both the private and public
sectors for long term service. The service component usually represents a
significant number of hours per week. The practice of offering pensions for
consultants is a rarity. Outside directors' service could logically fit the
definition of consultants and pensions for this type of service is an abuse of
the term.
But more importantly, outside directors, although retained by corporate
management, namely the C.E.O., are in reality representatives of shareholders.
Their purpose is to serve as an impartial group to which management is
accountable. Although outside directors are certainly entitled to compensation
for their time and expertise, pensions have the pernicious effect of
compromising their impartiality. In essence, pensions are management's grants to
outside directors to insure their unquestioning loyalty and acquiescence to
whatever policy management initiates, and at times, serving their own self
interests. Thus, pensions become another device to enhance and entrench
management's controls over corporate policies while being accountable only to
themselves. I am a founding member of the Investors Rights Association of
America and I feel this practice perpetuates a culture of corporate management
"cronyism" that can easily be at odds with shareholder and company interest.
A final note in rebuttal to management's contention that many companies offer
their outside directors pensions, so they can attract and retain persons of the
highest quality. Since there are also companies that do not offer their outside
directors pensions, can management demonstrate that those companies that offer
pensions have a better performance record then their non-pensioned peers? In
addition, do we have any evidence of a significant improvement in corporate
profitability with the advent of pensions for outside directors?"
"I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION."
17
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The Board of Directors opposes this resolution for the following reasons:
In order to attract and retain the most highly qualified individuals to serve
on the Board of Directors, the Company's compensation program for Directors
should be competitive with other corporations. Retirement benefits for
non-employee directors are a recognized part of many director compensation
programs. In addition to cash compensation, retirement benefits provide an
incentive for a long-term commitment to board service by outside directors. The
Company and its shareholders benefit from the knowledge and experience gained by
directors through service on the Board over a period of years.
The Company's compensation program for directors is well within the range of
director compensation provided by other corporations. The program consists of an
annual cash retainer of $15,000 plus an attendance fee of $1,000 for each board
meeting and committee meeting attended. Committee Chairs also receive additional
retainers ranging from $5,000 to $12,000 per annum. Directors qualify for a
retirement benefit if they serve at least five years as a non-employee director
and reach age 68 or serve for ten years without an age requirement. The benefit
is a lifetime annual payment equal to a percentage, ranging from 50% to 100%, of
the highest annual retainer received during board service. The Company also
reimburses directors for their expenses in attending meetings. Unlike many
corporations, the Company does not grant stock options or restricted stock to
directors as part of director compensation.
The Board of Directors believes that the interests of the shareholders are
best served by a strong and diverse Board and therefore recommends retaining the
directors' retirement benefit as part of the Company's director compensation
program.
The affirmative vote of the holders of a majority of the voting power of the
shares of Class B Comon Stock present and entitled to vote at the meeting, is
necessary for adoption of the proposed resolution.
The Board of Directors recommends voting "AGAINST" the shareholder resolution
on directors' retirement benefits, 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, or 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,
Stamford, Connecticut 06902, Attention: Secretary.
1996 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 February 2, 1996.
18
<PAGE>
ADDITIONAL INFORMATION
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1994, including financial statements, has been mailed to
shareholders either together with this Proxy Statement on or about June 2, 1995,
or separately on or about April 28, 1995. 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, 250
Harbor Drive, Stamford, Connecticut 06902.
AMERICAN MAIZE-PRODUCTS COMPANY
Stamford, Connecticut
June 2, 1995
19
<PAGE>
APPENDIX A
AMERICAN MAIZE-PRODUCTS COMPANY
ANNUAL MEETING OF SHAREHOLDERS - JUNE 28, 1995
CLASS A PROXY
This Proxy is Solicited by the Board of Directors
The undersigned hereby appoints PATRIC J. McLAUGHLIN and WILLIAM L. RUDKIN,
and each of them, the attorneys and proxies of the undersigned (each with 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 Ramada Plaza Hotel, 700 Main
Street, Stamford, Connecticut on the 28th day of June, 1995, 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.
(Continued, and to be dated and signed, on reverse side.)
AMERICAN MAIZE-PRODUCTS COMPANY
P.O. BOX 11163
NEW YORK, N.Y. 10203-0163
================================================================================
The Board of Directors recommends voting FOR item 1.
1. ELECTION OF CLASS A DIRECTORS
FOR all nominees listed below [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below [ ]
*EXCEPTIONS [ ]
Nominees: Messrs. Paul F. Engler, Robert S. Pirie, William L. Rudkin, William J.
vanden Heuvel.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions ___________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before said meeting.
Change of Address and or Comments Mark Here [ ]
The signature(s) 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 quardian,
please give your full title as such.
Dated __________________________________ 1995
_______________________________________(L.S.)
_______________________________________(L.S.)
Signature(s) of Shareholder(s)
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Votes must be indicated (x) in Black or Blue Ink. [ ]
<PAGE>
AMERICAN MAIZE-PRODUCTS COMPANY
ANNUAL MEETING OF SHAREHOLDERS - JUNE 28, 1995
CLASS B PROXY
This Proxy is Solicited by the Board of Directors
The undersigned hereby appoints PATRIC J. McLAUGHLIN and WILLIAM L. RUDKIN,
and each of them, the attorneys and proxies of the undersigned (each with 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 Ramada Plaza Hotel, 700 Main
Street, Stamford, Connecticut on the 28th day of June, 1995, 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, FOR Proposal 2 and AGAINST Proposal 3.
(Continued, and to be dated and signed, on reverse side.)
AMERICAN MAIZE-PRODUCTS COMPANY
P.O. BOX 11163
NEW YORK, N.Y. 10203-0163
================================================================================
The Board of Directors recommends voting FOR items 1 and 2 and AGAINST item 3.
1. ELECTION OF CLASS B DIRECTORS AND A CLERK
FOR all nominees listed below [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below [ ]
*EXCEPTIONS [ ]
Nominees: Messrs. Charles B. Cook, Jr., James E. Harwood, John R. Kennedy, C.
Alan MacDonald, Patric J. McLaughlin, H. Barclay Morley, William C. Steinkraus,
William Ziegler, III.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions ___________________________________________________________________
2. RATIFICATION OF AUDITORS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. APPROVAL OF PROPOSAL BY STOCKHOLDER REGARDING DIRECTORS' RETIREMENT
BENEFITS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before said meeting.
Change of Address and or Comments Mark Here [ ]
The signature(s) 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 quardian,
please give your full title as such.
Dated __________________________________ 1995
_______________________________________(L.S.)
_______________________________________(L.S.)
Signature(s) of Shareholder(s)
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Votes must be indicated (x) in Black or Blue Ink. [ ]
<PAGE>
