SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
---
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MISSISSIPPI CHEMICAL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
MISSISSIPPI CHEMICAL CORPORATION
P.O. BOX 388, YAZOO CITY, MISSISSIPPI 39194
1995 Proxy Statement
and
Notice of Annual Meeting of Shareholders
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
Mississippi Chemical Corporation, a Mississippi corporation (hereinafter
referred to as the "Company"), will be held at the Owen Cooper Administration
Building, Highway 49 East, Yazoo City, Mississippi, on Tuesday, November 14,
1995, at 9:00 a.m. for the following purposes:
1. to elect four members to the Board of Directors to hold office for a
period of three years and until their successors are duly elected and
qualified;
2. to consider and vote upon approval of the Mississippi Chemical
Corporation 1994 Stock Incentive Plan;
3. to consider and vote upon approval of the Mississippi Chemical
Corporation 1995 Stock Option Plan for Nonemployee Directors;
4. to consider and vote upon approval of the Mississippi Chemical
Corporation 1995 Restricted Stock Purchase Plan for Nonemployee
Directors; and
5. to transact such other business as may properly come before the
meeting, including any adjourned session thereof.
The Board of Directors has fixed the close of business on September 11,
1995, as the record date for determining shareholders entitled to notice of the
aforesaid annual meeting and to vote thereat in person or by proxy.
The Proxy Statement is set forth following this notice of annual meeting.
Also accompanying this notice of annual meeting are a proxy and the Company's
Annual Report for the fiscal year ended June 30, 1995.
By Order of the Board of Directors,
/s/ Rosalyn B. Glascoe
Corporate Secretary
Yazoo City, Mississippi
September 29, 1995
MISSISSIPPI CHEMICAL CORPORATION
P.O. BOX 388
YAZOO CITY, MISSISSIPPI 39194
APPROXIMATE MAILING DATE:
SEPTEMBER 29, 1995
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS---NOVEMBER 14, 1995
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
the accompanying proxy by the Board of Directors of Mississippi Chemical
Corporation, a Mississippi corporation (the "Company"), for the annual meeting
of shareholders to be held on November 14, 1995. Only shareholders of record at
the close of business on September 11, 1995, are entitled to notice of, and to
vote (in person or by proxy) at the meeting.
This Proxy Statement and proxy card are being mailed on or about
September 29, 1995. The Company's Annual Report (including financial
statements) to its shareholders for the fiscal year ended June 30, 1995,
accompanies this Proxy Statement.
The expense of soliciting proxies for the meeting, including the cost of
preparing, assembling and mailing the notice, proxy card and Proxy Statement and
the reasonable costs of brokers, nominees and fiduciaries in supplying proxies
to beneficial owners, will be paid by the Company. The solicitation will be
made by the use of the mails and directly by directors, officers and regular
employees of the Company. In addition, the Company has engaged Proxy Services
Corporation, a firm specializing in solicitation of proxies, to assist in the
current solicitation for an estimated fee of $800 plus reimbursement for their
out-of-pocket expenses.
VOTING PROCEDURES
Election of each director requires a plurality of the votes of the shares
of the Company's common stock present in person or represented by proxy and
entitled to vote at the meeting. Approval of the proposed stock plans requires
the affirmative vote of the holders of a majority of the shares voted on the
proposals. Abstentions and broker non-votes are counted as shares present in
the determination of whether the shares of stock represented at the meeting
constitute a quorum. Each is tabulated separately. Abstentions and broker
non-votes are counted in tabulations of the votes cast on proposals presented to
shareholders.
The Company's management knows of no matter to be brought before the
meeting other than that referred to in items 1, 2, 3 and 4 of the foregoing
notice of annual meeting of shareholders. However, if any other matters
properly come before the meeting, it is intended that the proxy cards in the
accompanying form which are duly signed and returned in time will be voted on
those matters in accordance with the judgment of the person or persons voting
the proxy. Any shareholder who signs and returns a proxy may revoke that proxy
at any time prior to the voting thereof either by revoking the proxy in person
at the meeting or by delivering a signed written notice of revocation to the
office of the Secretary of the Company before the meeting begins.
SHAREHOLDER PROPOSALS
Shareholders wishing to include proposals in the Company's Proxy Statement
for the 1996 annual meeting of shareholders must submit their proposals so that
they are received by the Secretary of the Company at the principal executive
offices in Yazoo City, Mississippi, by July 17, 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At the close of business on September 11, 1995 (the record date), the
Company had 22,902,672 shares outstanding. The table listed below contains
information concerning each person who is known by the Company to be the
beneficial owner of more than five percent of the Company's common stock. To
the best of the Company's knowledge, no other persons are beneficial owners of
five percent or more of the Company's shares.
AMOUNT AND NATURE
TITLE OF NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
CLASS BENEFICIAL OWNER OWNERSHIP CLASS
Common SF Services, Inc. 1,725,847 7.5%
Stock P.O. Box 5489
North Little Rock, AR 72119
ELECTION OF DIRECTORS
(PROXY ITEM NO. 1)
The Articles of Incorporation of the Company provide that the Board of
Directors shall consist of not fewer than nine or more than 15 directors, with
the exact number of directors to be fixed by the Board, and that the Board shall
be divided into three classes, with one class being elected each year for a
three-year term. The number of directors has been fixed at 12 and, accordingly,
four directors are to be elected at the annual meeting to serve for three years
or until the 1998 annual meeting of shareholders and until their respective
successors shall have been elected and qualified. The persons named as proxies
in the accompanying proxy card have indicated that they intend to vote for the
election of the four nominees set forth hereinafter.
In the event that any of the following nominees for election as director is
not available to serve as a director at the time of election at the meeting,
proxy cards may be voted for a substitute nominee as well as for the remaining
nominees named herein. However, the Company's management has no reason to
anticipate that any nominees will be unavailable.
NOMINEES FOR ELECTION TO SERVE UNTIL 1998
JOHN W. ANDERSON, AGE 60
Director of the Company since 1989. In May 1989, Mr. Anderson was named
President and Chief Executive Officer of Alabama Farmers Cooperative, Inc.
Prior to 1989, he was Manager of the Anderson's Peanut Division of Alabama
Farmers Cooperative, Inc. He had been affiliated with Anderson's Peanut
Division since 1984.
Member: Executive Committee and Audit Committee.
FRANK R. BURNSIDE, JR., AGE 46
Director of the Company since 1985. For more than the past five years,
Mr. Burnside has been a farm supply dealer and Vice President and Manager of
Newellton Elevator Company, Inc., Newellton, Louisiana.
Member: Compensation Committee.
ROBERT P. DIXON, AGE 52
Director of the Company since 1986. For more than the past five years,
Mr. Dixon has been the President and Chief Executive Officer of SF Services,
Inc., North Little Rock, Arkansas, a regional agricultural cooperative.
Member: Compensation Committee and Executive Committee.
GEORGE PENICK, AGE 47
Director of the Company since July 1994. Mr. Penick is President of the
Foundation for the Mid-South, a private philanthropic foundation, and has served
in that position since 1990. From 1986 until 1990, he was the first executive
director of the Jessie Ball duPont Fund.
Member: Director Affairs Committee.
DIRECTORS CONTINUING TO SERVE UNTIL 1996
WAYNE A. THAMES, AGE 59
Director of the Company since 1973. For more than the past five years,
Mr. Thames has been a cattleman in Evergreen, Alabama.
Member: Director Affairs Committee.
W. R. DYESS, AGE 56
Director of the Company since 1991. Since 1972, Mr. Dyess has served as
President of Dyess Farm Center, Inc., in Bardwell, Texas, and ABC Ag Center,
Inc., in Corsicana, Texas.
Member: Audit Committee and Director Affairs Committee.
G. DAVID JOBE, AGE 52
Director of the Company since 1989. Since 1981, Mr. Jobe has been
affiliated with, and currently serves as Senior Vice President of Corporate
Operations of, MFA Incorporated, a regional agricultural cooperative.
Member: Audit Committee.
DAVID M. RATCLIFFE, AGE 46
Director of the Company since July 1994. Early in 1995, Mr. Ratcliffe
became Senior Vice President of External Affairs of the Southern Company, an
Atlanta, Georgia, based utility holding company. From 1991 to 1995,
Mr. Ratcliffe served as President and Chief Executive Officer of Mississippi
Power Company, an electric utility. From 1989 until 1991, he was Executive Vice
President of Southern Company Services, Inc.
Member: Audit Committee.
DIRECTORS CONTINUING TO SERVE UNTIL 1997
COLEY L. BAILEY, AGE 44
Director of the Company since 1978 and has served as Chairman of the Board
since 1988. For more than the past five years, Mr. Bailey has been engaged in
farming activities in Yalobusha County, Mississippi.
Member: Executive Committee and Ex Officio Member of all other Committees.
CHARLES O. DUNN, AGE 47
Director of the Company since 1992. Mr. Dunn has been employed by the
Company since 1978 and was elected President and Chief Executive Officer of the
Company in April 1993. Prior to becoming President, he served in various
positions within the Company, including Attorney and Executive Vice President.
Member: Executive Committee.
WOODS E. EASTLAND, AGE 50
Director of the Company since July 1994. Since 1986, Mr. Eastland has been
President and Chief Executive Officer of Staplcotn & Stapldiscount, a cotton
marketing and financing cooperative located in Greenwood, Mississippi.
Member: Compensation Committee.
JOHN SHARP HOWIE, AGE 55
Director of the Company since 1966 and has served as Vice Chairman of the
Board since 1988. For more than the past five years, Mr. Howie has been engaged
in farming activities in Yazoo County, Mississippi.
Member: Executive Committee and Compensation Committee.
DIRECTOR EMERITUS
TOM C. PARRY, AGE 67
Appointed director emeritus of the Company in 1994. Mr. Parry was
President of the Company and a member of the Board of Directors from 1972 until
1993.
Member: Director Affairs Committee.
COMPENSATION OF DIRECTORS
All non-employee directors, including the director emeritus but excluding
Coley L. Bailey and John Sharp Howie, are paid an annual retainer of $12,000 and
$1,000 per meeting, plus expenses. Coley L. Bailey, as Chairman of the Board,
receives an annual retainer of $40,000 a year, plus expenses. John Sharp Howie,
as Vice Chairman of the Board, receives an annual retainer of $18,000 and $1,000
per meeting, plus expenses. Charles O. Dunn, as President and Chief Executive
Officer, receives no additional remuneration for serving as a director.
Effective September 1, 1995, but subject to shareholder approval, six of
the 11 nonemployee directors and the director emeritus have elected to receive
their retainer in the form of restricted stock pursuant to the 1995 Restricted
Stock Purchase Plan for Nonemployee Directors. See "Proxy Item No. 4." By
electing to receive their director fees in restricted stock, the fees will be
increased by 25% because of the substantial risk of forfeiture.
Additionally, nonemployee directors will receive stock options if the 1995
Stock Option Plan for Nonemployee Directors is approved by shareholders. See
"Proxy Item No. 3."
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors is responsible for establishing broad corporate
policies and for overseeing the general performance of the Company. The Board
meets regularly four times per year, and holds special meetings as required. In
fiscal 1995, the Board met nine times.
Each director spends considerable time in preparing for and attending Board
and Committee meetings. During the Company's most recent fiscal year, the
directors as a group attended at least 97% of the Board meetings and meetings of
Committees to which they were appointed.
BOARD COMMITTEES
The Board of Directors has established four standing committees: the Audit
Committee, the Compensation Committee, the Director Affairs Committee and the
Executive Committee. These committees met three, three, two, and zero times,
respectively, during the 1995 fiscal year. The Audit Committee recommends the
appointment of independent auditors and oversees the accounting and audit
functions of the Company. The Compensation Committee recommends executive
officers' salaries and bonuses and reviews and recommends stock and compensation
plans. No member of the Compensation Committee or the Audit Committee is or has
been an employee of the Company. The Director Affairs Committee operates as a
nominating committee for the slate of directors and officers and periodically
reviews the performance of the Board. Shareholder recommendations for director
nominees may be considered, but there are no established procedures for the
submission of such recommendations to the Director Affairs Committee for
consideration. The Executive Committee has the authority to take all actions
which the Board of Directors as a whole would be able to take, to the extent
permitted by law.
MANAGEMENT OWNERSHIP OF THE COMPANY'S STOCK
Under regulations of the Securities and Exchange Commission, persons who
have power to vote or to dispose of shares of the Company, either alone or
jointly with others, are deemed to be beneficial owners of those shares. The
following table shows, as of August 31, 1995, the beneficial ownership of each
director and of each Named Executive Officer, and of all directors and executive
officers as a group, of shares of the Company's common stock, including shares
covered by options which can be exercised within 60 days from the date of this
Proxy Statement. This information has been furnished to the Company by the
individuals named
NAME OF INDIVIDUAL NUMBER OF SHARES PERCENT
OR NUMBER IN GROUP BENEFICIALLY OWNED OF CLASS
John W. Anderson(1)<F1> 2,448 *<F12>
Coley L. Bailey 6,215 *<F12>
Frank R. Burnside, Jr.(2) <F2> 22,014 *<F12>
Robert P. Dixon(3)<F3> 1,136 *<F12>
W. R. Dyess(4)<F4> 34,500 *<F12>
Woods E. Eastland(5)<F5> 3,895 *<F12>
John Sharp Howie(6)<F6> 5,892 *<F12>
G. David Jobe 0 *<F12>
George Penick 0 *<F12>
David M. Ratcliffe 750 *<F12>
Wayne Thames 7,859 *<F12>
Tom C. Parry 6,003 *<F12>
Charles O. Dunn(7)<F7> 22,300 *<F12>
William F. Hawkins(8)<F8> 10,910 *<F12>
C. E. McCraw(9)<F9> 9,910 *<F12>
David W. Arnold(10)<F10> 7,600 *<F12>
Robert E. Jones(11)<F11> 13,250 *<F12>
All directors and executive officers 154,682 *<F12>
as a group (19 persons)
[FN]
<F12>* Less than 1%.
<F1>(1) Mr. Anderson owns 1,448 shares individually and his wife, Evelyn
Anderson, owns 1,000 shares.
<F2>(2) Mr. Burnside owns 3,187 shares individually and is the beneficial
owner of 18,827 shares owned by Newellton Elevator Company, Inc.
<F3>(3) Mr. Dixon owns 776 shares individually and is the beneficial owner of
360 shares owned by Robert P. Dixon d/b/a Benchmark Farms.
<F4>(4) Mr. Dyess owns 474 shares individually and is the beneficial owner of
25,153 shares owned by Dyess Farm Center, Inc., and 8,873 shares
owned by ABC Ag Center, Inc.
<F5>(5) Mr. Eastland is the beneficial owner of 3,895 shares owned by the
Elizabeth C. Eastland Trust.
<F6>(6) Mr. Howie owns 3,989 shares individually and is the beneficial owner
of 1,903 shares owned by Pauline W. Howie and John Sharp Howie d/b/a
Cedar Grove Plantation.
<F7>(7) Of the total number of shares beneficially owned, Mr. Dunn holds
17,800 stock options which, subject to shareholder approval, are
exercisable within 60 days from the date of this Proxy Statement.
<F8>(8) Of the total number of shares beneficially owned, Mr. Hawkins holds
8,910 stock options which, subject to shareholder approval, are
exercisable within 60 days from the date of this Proxy Statement.
<F9>(9) Of the total number of shares beneficially owned, Mr. McCraw holds
8,910 stock options which, subject to shareholder approval, are
exercisable within 60 days from the date of this Proxy Statement.
<F10>(10) Of the total number of shares beneficially owned, Mr. Arnold holds
6,600 stock options which, subject to shareholder approval, are
exercisable within 60 days from the date of this Proxy Statement.
<F11>(11) Of the total number of shares beneficially owned, Mr. Jones holds
8,250 stock options which, subject to shareholder approval, are
exercisable within 60 days from the date of this Proxy Statement.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information with respect to all compensation
paid or earned for services rendered to the Company in fiscal 1995, 1994 and
1993 by the Company's Chief Executive Officer and the Company's four highest
paid executive officers other than the Chief Executive Officer (together, the
"Named Executive Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
(A) (B) (C) (D) (E) (G)
OTHER ANNUAL
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION(1) <F13> OPTIONS AWARDED
YEAR ($) ($) ($) (#)
<S> <C> <C> <C> <C> <C>
Charles O. Dunn 1995 310,008 133,304 4,503 53,941
President and Chief Executive Officer 1994 280,008 89,603 4,562
1993 243,319 64,612 4,427
William F. Hawkins 1995 233,304 72,324 4,503 27,000
Senior Vice President-Finance and 1994 223,260 47,331 4,562
Administration 1993 212,628 45,077 4,427
C. E. McCraw 1995 222,340 68,928 4,503 27,000
Senior Vice President-Operations 1994 209,760 47,406 4,562
1993 195,132 41,758 4,427
Robert E. Jones 1995 188,832 47,208 4,503 25,000
Vice President and General Counsel 1994 174,840 111,683 4,562
1993 162,648 32,123 4,427
David W. Arnold 1995 175,884 43,971 4,503 20,000
Senior Vice President-Technical Group 1994 168,312 30,666 4,562
1993 159,540 30,711 4,427
<FN>
F13>(1) The amounts disclosed in column (e) represent the Company's matching contribution on the employee's
salary deferral contributions under its 401(k) plan.
</TABLE>
ANNUAL BONUSES
Annual bonuses for executive officers are intended to reward key employees
who have a material impact on the Company's operating results. Annual bonuses
are based on an "Economic Value Added" concept. No bonuses are paid unless the
Company's "Operating Income as a Percent of Capital" meets the Company's
"Weighted Average Cost of Capital." Under this plan, when "Operating Income as
a Percent of Capital" meets the "Weighted Average Cost of Capital," the
President will receive an incentive payment of 20% of base annual salary. For
each 1% that "Operating Income as a Percent of Capital" exceeds the "Weighted
Cost of Capital," the President will be eligible for a discretionary incentive
payment of an additional 1-1/2%, not to exceed 33% of base annual salary. The
decision on the amount of discretionary bonus, if any, is made by the Board of
Directors based on a recommendation from the Compensation Committee. The four
most highly compensated executive officers other than the President are included
in the same plan. If "Operating Income as a Percent of Capital" meets the
"Weighted Average Cost of Capital," they will receive an incentive payment of
either 9% or 13% of base salary, depending on position. For each 1% that
"Operating Income as a Percent of Capital" exceeds the "Weighted Average Cost of
Capital," the four executives (William F. Hawkins, C. E. McCraw, Robert E.
Jones, and David W. Arnold) are eligible for a discretionary bonus of 1-1/2%,
not to exceed 15% or 21% of base annual salary based on position. The amount of
the discretionary bonus, if any, is determined by the President and reported to
the Board of Directors through the Compensation Committee.
STOCK INCENTIVE PLAN
On August 2, 1994, the Board of Directors of the Company adopted, subject
to shareholder approval, the Mississippi Chemical Corporation 1994 Stock
Incentive Plan (the "Stock Incentive Plan"). On August 18, 1994, the
Compensation Committee granted options to acquire an aggregate of 201,941 shares
of common stock to 11 officers and key employees. All options were granted as
of the effective date of the Company's public offering at an exercise price per
share equal to the price per share of the common stock offered on that date and
vest within a period of nine years and nine months in accordance with a formula
based on the price performance of the common stock. Benefits under the Stock
Incentive Plan may be granted to officers and key employees of the Company
selected by the Compensation Committee based on their responsibilities and
potential impact of their services to the Company.
The following table contains information covering stock options granted
during the fiscal year ended June 30, 1995, to the Named Executive Officers
pursuant to the 1994 Stock Incentive Plan and the number and value of
unexercised stock options held by those officers at the end of the last fiscal
year. No stock appreciation rights ("SARs") were granted in conjunction with
the options.
Stock options were approved by the Board of Directors effective August 18,
1994, pending approval by the shareholders. All numbers in the following tables
assume shareholder approval.
<TABLE>
OPTION GRANTS TABLE
OPTION GRANTS DURING 1995 FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
% OF TOTAL OPTIONS
GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR
GRANTED FISCAL YEAR(1) BASE PRICE EXPIRATION GRANT DATE
NAME (#) <F14> ($/SHARE) DATE PRESENT VALUE(2) <F15>
(a) (b) (c) (d) (e) (f)
<S> <C> <C> <C> <C> <C>
Charles O. Dunn 53,941 26.71 15.00 08/17/04 325,804
William F. Hawkins 27,000 13.37 15.00 02/01/99 163,080
C. E. McCraw 27,000 13.37 15.00 08/17/04 163,080
Robert E. Jones 25,000 12.38 15.00 08/17/04 151,000
David W. Arnold 20,000 9.90 15.00 08/17/04 120,800
<FN>
<F14> (1) Total options granted during 1995 were 201,941 shares to the Named Executive Officers and all other
employees.
<F15> (2) Based on the Black-Scholes option pricing model adapted for use in valuing stock options. The actual
value, if any, a participant may realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised, so that there is no assurance the value realized by a
participant will be at or near the value estimated by the Black-Scholes model. In connection with the
1994 Stock Incentive Plan, the participants are expected by the Compensation Committee of the Board of
Directors to accumulate and hold shares equal to a multiple of their salary. The model assumptions
include (a) an option term of 10 years; (b) a risk-free rate of return of 6.72% based on U.S. Treasury
strips with a duration equal to the expected term of the option; (c) a volatility factor calculated using
monthly stock prices for a peer group of four fertilizer companies for the three years (36 months) prior
to the grant date; and (d) a dividend rate of $.08 per share per quarter.
</TABLE>
<TABLE>
OPTION EXERCISES IN 1995 FISCAL YEAR AND
FISCAL YEAR ENDED JUNE 30, 1995, VALUE TABLE
<CAPTION>
SHARES VALUE OF UNEXERCISED IN-THE-MONEY
ACQUIRED ON NUMBER OF OPTIONS AT FY-END OPTIONS AT FY-END 06/30/95
EXERCISE VALUE 06/30/95 ($)
REALIZED (#)
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Charles O. Dunn 0 0 13,755 40,186 67,949 198,519
William F. Hawkins 0 0 6,885 20,115 34,012 99,368
C. E. McCraw 0 0 6,885 20,115 34,012 99,368
Robert E. Jones 0 0 6,375 18,625 31,493 92,008
David W. Arnold 0 0 5,100 14,900 25,194 73,606
</TABLE>
Exercisable numbers are the number of options which could have been exercised as
of June 30, 1995, with vesting calculated per the plan guidelines, had
shareholders already approved the plan.
RETIREMENT PROGRAM
PENSION PLAN
The Company provides a "Defined Benefit" retirement plan for all regular
employees meeting established age and employment service requirements. Benefits
are determined based on average pay in the highest five of the last ten years
and the number of years of credited service over full career. Annual Company
contributions on behalf of individual specified participants cannot be
calculated by plan actuaries. Only an employee's "base pay" is covered by the
plan. The following table shows estimated annual benefits payable at age 65 to
newly hired persons in specified compensation and years of service categories.
Listed benefits are not subject to deductions for social security or other
offset amounts. The figures below reflect the benefit and compensation limits
that are applicable under federal law.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
BASE PAY 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
25,000 4,688 6,250 7,813 9,375 10,938
50,000 9,533 12,500 15,625 18,750 21,875
100,000 24,533 31,810 39,088 46,365 54,093
150,000 39,533 51,810 64,088 76,365 89,093
200,000 39,533 51,810 64,088 76,365 89,093
250,000 39,533 51,810 64,088 76,365 89,093
300,000 39,533 51,810 64,088 76,365 89,093
350,000 39,533 51,810 64,088 76,365 89,093
400,000 39,533 51,810 64,088 76,365 89,093
450,000 39,533 51,810 64,088 76,365 89,093
500,000 39,533 51,810 64,088 76,365 89,093
</TABLE>
Years of service for the Named Executive Officers are: Charles O. Dunn-17;
William F. Hawkins-29; C. E. McCraw-21; Robert E. Jones-21; and David W.
Arnold-29.
SUPPLEMENTAL BENEFIT PLAN
The Company maintains a non-qualified Supplemental Benefit Plan for any
employee designated by the plan administrator (including all Named Executive
Officers in the Summary Compensation Table) who is a participant in the "Defined
Benefit" Pension Plan and whose benefits from that Plan will, at his retirement,
be limited by the Internal Revenue Code. In 1995, the Plan was amended to
provide participants with Company matching contributions to which they would
have been entitled under the "Defined Contribution" 401(k) savings plan, but
which the Company could not make because of the operation of the Internal
Revenue Code.
Benefits from this Plan will be payable to a participant on a monthly basis
beginning at the time and under the terms that would have applied if such
benefits had been payable from the Pension Plan or 401(k) plan, as the case may
be.
The following table shows estimated annual benefits payable under the
Supplemental Benefit Plan to persons in specified compensation and years of
service categories. (The actual benefit paid under the supplemental plan is the
amount the participant would have received under the Company's Defined Benefit
or Defined Contribution Plan absent the application of the relevant Internal
Revenue Code sections.)
<TABLE>
SUPPLEMENTAL BENEFIT PLAN TABLE
<CAPTION>
YEARS OF SERVICE
BASE PAY 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
200,000 15,000 20,000 25,000 30,000 35,000
250,000 30,000 40,000 50,000 60,000 70,000
300,000 45,000 60,000 75,000 90,000 105,000
350,000 60,000 80,000 100,000 120,000 140,000
400,000 75,000 100,000 125,000 150,000 175,000
450,000 90,000 120,000 150,000 180,000 210,000
500,000 105,000 140,000 175,000 210,000 245,000
</TABLE>
Years of service for the Named Executive Officers are: Charles O. Dunn-17;
William F. Hawkins-29; C. E. McCraw-21; Robert E. Jones-21; and David W.
Arnold-29.
OTHER BENEFIT PROGRAMS
The executive officers participate in various health, life and disability
insurance programs, pension plan and a retirement savings 401(k) plan, that are
generally made available to all employees. Executive officers also receive
certain traditional perquisites that are customary for their positions.
REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
This Report and the following Performance Graph shall not be deemed to be
incorporated by reference by any general statement which incorporates by
reference this Proxy Statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, and they shall not otherwise be deemed
filed under such Acts.
OVERVIEW
The Company's Board of Directors has established a four-member Compensation
Committee (the "Compensation Committee"). Each member of the Compensation
Committee is a nonemployee director.
The Company's executive officer compensation program consists of base
salary, annual bonuses, long-term incentive compensation in the form of stock
options and various benefits including medical, pension, and 401(k) savings
plans generally available to employees of the Company.
COMPENSATION POLICIES
The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation which integrate pay with the
Company's annual and longer-term performance goals, reward above-average and
discourage below-average performance, recognize individual initiative and
achievements, assist the Company in attracting and retaining qualified
executives and build the ownership of Company stock by key managers. The
Compensation Committee is of the view that stock ownership by management and
stock-based performance compensation arrangements are beneficial in aligning the
interests of management with the interests of the Company's shareholders and
ultimately enhance shareholder value. The Compensation Committee further
believes that bonus and other forms of incentive-based compensation encourage
management to attain preset commercial goals for the Company.
BASE SALARY
Base salaries of the President and other executive officers are based on
internal equity and external competitiveness. The Company has retained W.M.S.
Management Consultants, a compensation consulting firm, to assist in the
establishment of salary ranges for each executive officer. Individual salaries
are within the range established by the independent consultant, the precise
salary being based on subjective individual performance evaluations. It is the
objective of the Compensation Committee of the Company to develop salary
programs that attract and maintain qualified key employees and that will reflect
their actual performance.
The Compensation Committee believes that the overall program it has
adopted, with its emphasis on long-term and incentive-based compensation, serves
to focus the efforts of the Company's executives on the attainment of a
sustained high rate of Company growth and profitability for the benefit of the
Company and its shareholders.
The Compensation Committee administers the Company's annual bonus plan. In
administering the annual bonus plan, the Compensation Committee took into
account the plan criteria and determined that plan criteria had been met and
that bonuses were appropriate within the limitations of the plan. Bonuses were
granted to the officers as set forth in the Summary Compensation Table based on
the Compensation Committee's judgment that the performance of the individuals
met the plan criteria.
The Compensation Committee also administers the stock option program. The
Compensation Committee evaluated the contribution of key executives and, based
on its evaluation and subject to shareholder approval, options were awarded for
the fiscal year ended June 30, 1995, as set forth in the Option Grants Table.
COMPENSATION COMMITTEE COMPOSITION
The foregoing report is submitted by the members of the Compensation
Committee as of June 30, 1995:
John Sharp Howie, Chairman
Frank R. Burnside, Jr.
Woods E. Eastland
Robert P. Dixon
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Except as stated below, there are no interlocks or insider participation
with any executive officers of the Company or with the members of the
Compensation Committee.
CERTAIN TRANSACTIONS WITH CUSTOMERS
During fiscal 1995 and 1994, sales to SF Services, Inc. ("SFS") were
approximately $32.3 million and $34.0 million, respectively, representing
approximately 8.3% and 10.8%, respectively, of the Company's net sales and
approximately 7.3% and 8.7%, respectively, of SFS's consolidated gross revenues.
During fiscal year 1995, SFS bought the Company's storage facility located in
North Little Rock, Arkansas, for approximately $600,000. In the opinion of the
Company, the sale was on terms as favorable to the Company as if transacted with
an unaffiliated third party. Robert P. Dixon, a director of the Company, is an
executive officer of SFS. During fiscal 1995 and 1994, sales to Alabama Farmers
Cooperative, Inc. ("AFC") were approximately $16.7 million and $13.7 million,
respectively. These sales represent 7.2% and 6.5%, respectively, of the gross
revenues of AFC. John W. Anderson, a director of the Company, is an executive
officer of AFC. Sales to SFS and AFC were on terms and conditions comparable to
arms'-length transactions with other customers.
All sales of product to directors and their affiliates have been and are
made in the ordinary course of business at prices and terms which are determined
based on prevailing competitive conditions and which are no less favorable to
the Company than the prices and terms of transactions with other customers.
On May 23, 1995, the Board of Directors authorized the repurchase of up to
1.5 million shares of the Company's outstanding common stock. Pursuant to this
authorization, on July 21, 1995, the Company purchased 200,000 shares at $20 per
share from AFC and on July 27, 1995, the Company purchased 200,000 shares at $20
per share from SFS. The closing price as quoted by Nasdaq for the Company's
stock was $21.88 on July 21 and $22.50 on July 27.
<TABLE>
PERFORMANCE GRAPH
<CAPTION> 31-AUG-94 30-SEPT-94 31-DEC-94 31-MAR-95 30-JUN-95
<S> <C> <C> <C> <C> <C>
Mississippi Chemical Corporation $100 $119 $109 $115 $126
NASDAQ Composite Index (U.S.) $100 $100 $ 99 $107 $123
Custom Composite Index (8 Stocks) $100 $112 $102 $117 $139
</TABLE>
The 8-Stock Custom Composite Index consists of Agrium Inc. (NASDAQ),
Arcadian Partners LP, First Mississippi Corporation Freeport-McMoRan Resource
Partners, IMC Global Inc., Potash Corporation of Saskatchewan (NYSE), Terra
Industries, Inc., and Vigoro Corp.
Note: Agrium Inc. began trading on NASDAQ on May 5, 1995. The Company is
included in the Custom Composite Index beginning May 31, 1995.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Securities Exchange Act of 1934 requires all executive officers and
directors to report any changes in the ownership of common stock of the Company
to the Securities and Exchange Commission, The Nasdaq Stock Market's National
Market ("Nasdaq"), and the Company. Based solely upon a review of these
reports, the Company believes that during fiscal 1995 all Section 16 filing
requirements applicable to its executive officers, directors and persons owning
more than 10% of the common stock of the Company were complied with except for
the following: Woods E. Eastland, a director, failed to timely report the
acquisition of 437 shares acquired in the reorganization of the Company that
took place on June 30, 1994 (the "Reorganization"); John Sharp Howie, a
director, failed to timely report the acquisition of 17 shares acquired in the
Reorganization; Wayne Thames, a director, failed to timely report the
acquisition of 951 shares acquired in the Reorganization; Rosalyn B. Glascoe
failed to timely report the acquisition of three shares acquired in the
Reorganization; Robert P. Dixon, a director, failed to timely report the
acquisition of six shares acquired in the Reorganization and failed to timely
report the acquisition of 750 shares acquired in the Company's 1994 initial
public offering; and SF Services, Inc., until April 1995, a holder of more than
10% of the Company's common stock, failed to timely report the acquisition of
36,055 shares acquired in the Reorganization, failed to timely report the sale
of 598,000 shares in the Company's 1994 initial public offering, and failed to
timely report the acquisition of 6,617 shares of the Company's common stock
received in liquidation of obligations from several of its member cooperatives.
Each of the above transactions has now been correctly reported.
APPROVAL OF THE MISSISSIPPI CHEMICAL CORPORATION
1994 STOCK INCENTIVE PLAN
(PROXY ITEM NO. 2)
1994 STOCK INCENTIVE PLAN
At the August 2, 1994, meeting, the Board of Directors adopted the 1994
Stock Incentive Plan (the "Stock Incentive Plan"). The Stock Incentive Plan is
contingent upon shareholder approval. The purpose of the Stock Incentive Plan
is to encourage an alignment of the interests of shareholders and key members of
management, to provide performance-based incentives to officers and other key
employees of the Company and its subsidiaries, and to enhance the Company's
ability to attract, retain and reward such officers and employees.
The following description of the Stock Incentive Plan is a summary of its
terms and is qualified in its entirety by reference to the complete text of the
Stock Incentive Plan, a copy of which appears as Appendix A to this Proxy
Statement. The following summary describes the material features of the Stock
Incentive Plan.
SHARES RESERVED. There have been reserved for issuance under the Stock
Incentive Plan 1,400,000 shares of common stock. The maximum number of stock
options which may be awarded to any single participant in any fiscal year during
the term of the Stock Incentive Plan shall not exceed 200,000.
ADMINISTRATION. The Compensation Committee of the Board of Directors will
administer the Stock Incentive Plan. The Compensation Committee will determine
individuals to receive grants, the number of shares to be awarded, and the
period, terms and conditions of the grants. The Compensation Committee may
interpret the Stock Incentive Plan and establish rules to administer the Plan.
The Compensation Committee may delegate (but has not delegated) to the Chief
Executive Officer the administration of benefits granted to non-officer
participants.
ELIGIBILITY. Benefits may be granted to officers and other key employees
of the Company or its subsidiaries.
BENEFITS UNDER THE PLAN. Benefits under the Stock Incentive Plan may be
granted in any one or a combination of stock options, stock appreciation rights
("SARs"), and stock awards. Stock options can be either incentive stock options
or non-qualified stock options.
The option exercise price (i.e., the purchase price which the optionee is
required to pay) of both incentive stock options and non-qualified stock options
must be at least 100% of the fair market value of the Company's common stock on
the date of grant. The value of SARs will be based on the fair market value on
the date of grant of the related option or on the date of grant of the SAR,
whichever is applicable. Stock options and SARs shall be exercisable not
earlier than six months and not later than 10 years after the date of grant.
The option price may be paid by check or by delivery of shares of common stock
then owned by the employee. Cashless exercise is also permitted.
Benefits are generally not transferable and may be exercised only by the
employee. Benefits may be exercised after death by the executor or
administrator or by the person to whom the benefit has passed under will or by
law.
ADJUSTMENT. The number of shares of Company stock subject to a benefit
shall be adjusted if there is an increase in the number of issued shares without
the payment of new consideration to the Company (for example, due to a stock
dividend or stock split). Each benefit may also provide for the continuation or
adjustment of benefits if the Company is merged, reorganized or similarly
affected.
AMENDMENT. The Board may amend the Stock Incentive Plan at any time;
provided, however, that any amendment may not adversely affect the Stock
Incentive Plan's status as a protected plan for purposes of Section 16(b) of the
Securities Exchange Act of 1934 (the "Exchange Act").
CHANGE IN CONTROL. In the event of a change in control of the Company, all
outstanding stock options and SARs shall become immediately exercised and all
stock awards shall immediately vest. The plan states that a "change in control"
of the Company shall occur if (i) any "person" (as such term is used in
Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly
of securities of the Company representing 20% or more of the combined voting
power of the Company's then-outstanding securities, or (ii) individuals who
constitute a majority of the Board of Directors immediately prior to a contested
election for position on the Board cease for any reason to constitute at least a
majority of the Board as a result of such contested election, or (iii) the
Company is combined (by merger, share exchange, consolidation, or otherwise)
with another corporation and, as a result of such combination, less than 75% of
the outstanding securities of the surviving or resulting corporation are owned
in the aggregate by the former shareholders of the Company, or (iv) the Company
sells, leases, or otherwise transfers all or substantially all of its properties
or assets to another person or entity.
FEDERAL INCOME TAX CONSEQUENCES. Under current U.S. federal tax law, a
participant who is granted an option or SAR will not realize any taxable income
at the time of grant. The participant will have taxable income at the time of
exercise of a non-qualified stock option equal to the difference between the
option price and the fair market value of the shares on the date of exercise,
and the Company will be entitled to a corresponding deduction. The participant
will have no taxable income at the time of the exercise of an incentive stock
option and any gain realized on the subsequent disposition of the stock will
qualify for long-term capital gain treatment if the shares are held for at least
two years from the date of grant of the option and one year from the date of its
exercise. The Company will not be entitled to any deduction if shares obtained
upon the exercise of an incentive stock option are disposed of after meeting the
holding periods. The participant will have taxable income at the time of the
exercise of an SAR equal to the amount of cash or value of shares received upon
exercise.
ESTIMATE OF BENEFITS. If the Stock Incentive Plan is approved, the
following number of options granted to the following individuals on August 18,
1994, will be ratified at a purchase price of $15, which was the fair market
value of the shares on that date:
NUMBER OF SECURITIES
UNDERLYING OPTIONS
NAME AND POSITION GRANTED
Charles O. Dunn 53,941
President and Chief Executive Officer
William F. Hawkins 27,000
Senior Vice President-Finance and
Administration
C. E. McCraw 27,000
Senior Vice President-Operations
Robert E. Jones 25,000
Vice President and General Counsel
David W. Arnold 20,000
Senior Vice President-Technical Group
All executive officers (including 167,941
persons name above)
All nonemployee directors 0
All employees other than Named 34,000
Executive Officers
There are 11 persons currently participating in the proposed Stock
Incentive Plan, but this number may increase or decrease at the Compensation
Committee's discretion. The number of participants is not expected to increase
in the foreseeable future, nor are any grants of SARs or stock awards expected
in the foreseeable future.
SHAREHOLDER APPROVAL. The Stock Incentive Plan and any benefits granted
under it shall be null and void if shareholder approval is not obtained at the
November 14, 1995, annual meeting of shareholders.
VOTE REQUIRED
The vote of a majority of the shares present and voting at the meeting is
required for approval of the Stock Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE STOCK
INCENTIVE PLAN.
APPROVAL OF THE MISSISSIPPI CHEMICAL CORPORATION
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(PROXY ITEM NO. 3)
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
On July 20, 1995, the Board of Directors of the Company adopted the 1995
Stock Option Plan for Nonemployee Directors (the "Directors' Plan") which
shareholders are asked to approve at the annual meeting. The purpose of the
Directors' Plan is to encourage directors to become shareholders in the Company,
thereby enabling them to represent the viewpoint of other shareholders of the
Company more effectively and to attract and retain outstanding individuals to
serve as members of the Board of Directors.
The following description of the Directors' Plan is a summary of its terms
and is qualified in its entirety by reference to the complete text of the Plan,
a copy of which appears as Appendix B to this Proxy Statement. The following
summary describes the material features of the Directors' Plan.
SUMMARY OF THE DIRECTORS' PLAN
GRANT OF OPTIONS. Each person who remains or becomes a nonemployee
director of the Company on the date of the 1995 annual meeting of shareholders
will be granted an option to purchase 5,000 shares of common stock on the first
business day after the date of the 1995 annual meeting, except that the initial
options for the Chairman and Vice Chairman of the Board of Directors shall be
10,000 and 7,000, respectively. Each person who becomes a nonemployee director
after the date of the 1995 annual meeting shall be granted an option to purchase
5,000 shares of common stock on the first business day after the date of the
first annual meeting of shareholders at which such person was elected or
remained a nonemployee director. Any person who becomes Chairman of the Board
after the date of the 1995 annual meeting shall be granted an additional option
to purchase 5,000 shares of common stock on the first business day after the
date of the next succeeding annual meeting (except that the additional option
for a person who previously served as Vice Chairman shall be for 3,000 shares).
Any person who becomes Vice Chairman of the Board after the date of the 1995
annual meeting shall be granted an additional option to purchase 2,000 shares of
common stock on the first business day after the date of the next succeeding
annual meeting.
Each nonemployee director who is granted an initial option to purchase
5,000 shares of common stock (under this Directors' Plan) shall be granted
additional options to purchase 1,500 shares of common stock on the first
business day after the date of each annual meeting of shareholders (following
the grant of the initial option) at which the nonemployee director remains a
member of the Board, except that the annual options for the Chairman and Vice
Chairman of the Board shall be 3,000 and 2,000, respectively.
PURCHASE PRICE. The purchase price with respect to each option granted to
nonemployee directors shall be equal to the average of the closing price of the
common stock as reported on Nasdaq for the last 20 days prior to the date of
grant. The purchase price may be paid by check or by the delivery of shares of
common stock then owned by the participant or by cashless exercise.
TERM; TERMINATION OF SERVICE. The option term shall be 10 years. All
options granted to nonemployee directors shall become exercisable in
installments one year after the date of option grant and shall be fully
exercisable six years from the date of the grant, or upon a change in control of
the Company. The period of exercise following death, disability or retirement
shall be three years. In the event of any other termination of service on the
Board, each option shall expire three months after the date of optionee's
termination of service.
SHAREHOLDER APPROVAL. This Directors' Plan was adopted by the Board of
Directors of the Company on July 20, 1995. The Directors' Plan shall be null
and void if shareholder approval is not obtained at the November 14, 1995,
annual meeting of shareholders.
SHARES RESERVED. 300,000 shares of common stock (which may be newly issued
or treasury shares) are reserved for issuance under the Directors' Plan. The
number of shares reserved and subject to option shall be adjusted if the Company
changes the number of issued shares without consideration (such as by stock
dividend or stock split).
FEDERAL INCOME TAX CONSEQUENCES. Under current U.S. federal tax law, a
nonemployee director who is granted an option will not realize any taxable
income at the time of grant. The director will have taxable income at the time
of exercise equal to the difference between the option price and the fair market
value of the shares on the date of exercise, and the Company will be entitled to
a corresponding deduction.
ESTIMATE OF BENEFITS. There are 11 nonemployee directors and one director
emeritus in the proposed Directors' Plan. If this Directors' Plan is approved,
then on November 15, 1995, the day after the annual meeting of shareholders, the
11 nonemployee directors, as a group, will be granted 62,000 option shares at an
option price equal to the average of the closing price of the common stock as
reported on Nasdaq for the last 20 days prior to the date of grant.
VOTE REQUIRED
The vote of a majority of the shares present and voting at the meeting is
required for approval of the Directors' Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
DIRECTORS' PLAN.
APPROVAL OF THE MISSISSIPPI CHEMICAL CORPORATION
1995 RESTRICTED STOCK PURCHASE PLAN FOR NONEMPLOYEE DIRECTORS
(PROXY ITEM NO. 4)
DIRECTOR COMPENSATION RESTRICTED STOCK PLAN
On July 20, 1995, the Board of Directors adopted the 1995 Restricted Stock
Purchase Plan for Nonemployee Directors (the "Restricted Stock Plan") which
shareholders are asked to approve at the annual meeting. The purpose of the
Restricted Stock Plan is to encourage director stock ownership, thereby giving
them a stake in the growth and profitability of the Company in order to enable
them to represent the viewpoint of other shareholders of the Company more
effectively.
The following description of the Restricted Stock Plan is a summary of its
terms and is qualified in its entirety by reference to the complete text of the
Plan, a copy of which appears as Appendix C to this Proxy Statement. The
following summary describes the material features of the Restricted Stock Plan.
SUMMARY OF THE RESTRICTED STOCK PLAN
DIRECTOR ELECTION. Each nonemployee director who so elected, prior to
September 1, 1995, will receive his retainer for the next 12 months for services
as a director in the form of restricted stock subject to a substantial risk of
forfeiture. An election must be made for each future year prior to each
September 1.
DETERMINATION OF NUMBER OF SHARES. On September 1 of each year, the
Company will calculate the retainer for each participating director for the
coming 12 months. The retainer shall be multiplied by 125% (to reflect the
substantial risk of forfeiture of stock purchased under the Restricted Stock
Plan) and then divided by the fair market value of the common stock, as
determined by the average of the closing price of the stock for the 20 trading
days prior to September 1.
TERM; TERMINATION OF SERVICE. For a period of five years from the date of
receipt of stock under the Restricted Stock Plan ("restriction period"), if a
participant ceases to be a director for a cause other than death, disability or
retirement, he must sell to the Company all shares obtained at the lower of the
then-current fair market value or the price the participant paid.
RIGHTS IN STOCK. During the five-year restriction period, all rights of
ownership (including dividends) other than those of transfer, exchange, pledge
or hypothecation will be vested in directors.
SHAREHOLDER APPROVAL. This Restricted Stock Plan was adopted by the Board
of Directors of the Company on July 20, 1995. The Restricted Stock Plan shall
be null and void if shareholder approval is not obtained at the 1995 annual
meeting of shareholders.
SHARES RESERVED. 100,000 shares of common stock (which may be newly-issued
or treasury shares) are reserved for issuance under the Restricted Stock Plan.
The number of shares reserved and subject to issuance shall be adjusted if the
Company changes the number of issued shares without consideration (such as by
stock dividend or stock split).
FEDERAL INCOME TAX CONSEQUENCES. Under current U.S. federal tax law, a
nonemployee director who elects to take stock in lieu of his retainer will not
realize any taxable income until the end of the restriction period. The
director will have taxable income at the end of the restriction period equal to
the then-current fair market value of the shares, and the Company will be
entitled to a corresponding deduction.
ESTIMATE OF BENEFITS. Six of the 11 nonemployee directors and the director
emeritus have elected to participate in the proposed Restricted Stock Plan. If
this Plan is approved, the purchase of 5,197 shares by the six nonemployee
directors and the director emeritus, as a group, will be confirmed.
VOTE REQUIRED
The vote of a majority of the shares present and voting at the meeting is
required for approval of the Restricted Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
RESTRICTED STOCK PLAN.
APPENDIX A
MISSISSIPPI CHEMICAL CORPORATION
1994 STOCK INCENTIVE PLAN
1. Purpose. The purpose of the 1994 Stock Incentive Plan (the
"Plan") is to enable Mississippi Chemical Corporation (the "Company") to offer
officers and other key employees of the Company and its subsidiaries
performance-based incentives and other equity interests in the Company, thereby
attracting, retaining and rewarding such employees and strengthening the
mutuality of interest between the employees and the Company's shareholders.
2. Administration. The Plan shall be administered by a committee
(the "Committee") which shall be the Compensation Committee of the Board of
Directors or another committee consisting of not less than two directors of the
Company appointed by the Board of Directors, none of whom shall be eligible to
participate in this Plan and all of whom shall qualify as disinterested persons
within the meaning of Securities and Exchange Commission Regulation Section
240.16b-3 or any successor regulation. The Committee may delegate to the Chief
Executive Officer of the Company the administration of benefits granted to
non-officer participants.
3. Eligibility. Benefits under the Plan shall be granted only to
officers and other key employees of the Company and its subsidiaries selected
initially and from time to time thereafter by the Committee on the basis of the
special importance of their services in the management, development and
operations of the Company and its subsidiaries. For these purposes, any
corporation, partnership or other entity in which the Company has a significant
financial interest may qualify as a subsidiary.
4. Benefits. The benefits awarded under the Plan shall consist of
(a) stock options, (b) stock appreciation rights, and (c) stock awards.
5. Shares Reserved. There is hereby reserved for issuance under the
Plan an aggregate of 1,400,000 shares of common stock of the Company which may
be authorized but unissued or treasury shares. All of such shares may, but need
not, be issued pursuant to the exercise of incentive stock options. The maximum
number of option shares which may be awarded to any participant in any fiscal
year during the term of the Plan is 200,000 shares. No more than 160,000 shares
may be issued as stock awards during the term of the Plan. If there is a lapse,
expiration, termination or cancellation of any option prior to the issuance of
shares thereunder, or if shares are issued and thereafter are reacquired by the
Company pursuant to rights reserved upon issuance thereof, those shares may
again be used for new awards under this Plan.
6. Stock Options. Stock options shall consist of options to
purchase shares of common stock of the Company and shall be either incentive
stock options or non-qualified stock options as determined by the Committee.
The option price shall be not less than 100% of the fair market value of the
shares on the date the option is granted and the price may be paid by check or,
in the discretion of the Committee, by the delivery of shares of common stock of
the Company then owned by the participant. A participant may also use cashless
exercise as permitted under Federal Reserve Board's Regulation T to pay the
option price. Stock options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Committee at
grant; provided, however, that no stock option shall be exercisable prior to six
months after the option grant date nor later than ten years after the grant
date. The aggregate fair market value (determined as of the time the option is
granted) of the shares of common stock with respect to which incentive stock
options are exercisable for the first time by a participant during any calendar
year (under all option plans of the Company and its subsidiaries) shall not
exceed $100,000.
7. Stock Appreciation Rights. Stock appreciation rights may be
granted to the holder of any stock option granted hereunder and shall be subject
to such terms and conditions consistent with the Plan as the Committee shall
impose from time to time, including the following:
(a) A stock appreciation right may be granted with respect to a
stock option at the time of its grant or at any time thereafter up to
six months prior to its expiration.
(b) Stock appreciation rights will permit the holder to
surrender any related stock option or portion thereof which is then
exercisable and elect to receive in exchange therefor cash in an
amount equal to:
(i) The excess of the fair market value on the date of
such election of one share of common stock over the option
price, multiplied by
(ii) The number of shares covered by such option or portion
thereof which is so surrendered.
(c) The Committee shall have the discretion to satisfy a
participant's right to receive the amount of cash determined under
paragraph (b) hereof in whole or in part by the delivery of common
stock of the Company valued as of the date of the participant's
election.
(d) In the event of the exercise of a stock appreciation right,
the number of shares reserved for issuance hereunder shall be reduced
by the number of shares covered by the stock option or portion thereof
surrendered.
8. Stock Awards. Stock awards will consist of common stock
transferred to participants without other payment therefor as additional
compensation for their services to the Company or one of its subsidiaries. A
stock award shall be subject to such terms and conditions as the Committee
determines appropriate including, without limitation, restrictions on the sale
or other disposition of such shares, the right of the Company to reacquire such
shares upon termination of the participant's employment within specified periods
and conditions requiring that the shares be earned in whole or in part upon the
achievement of performance goals established by the Committee over a designated
period of time. The goals established by the Committee may include earnings per
share, total return on shareholder equity, or such other goals as may be
established by the Committee in its discretion.
9. Non-transferability. Stock options and other benefits granted
under this Plan shall not be transferable other than by will or the laws of
descent and distribution and each stock option and stock appreciation right
shall be exercisable during the participant's lifetime only by the participant
or the participant's guardian or legal representative.
10. Change in Control. In the event of a change in control of the
Company, all outstanding stock options and stock appreciation rights shall
become immediately exercisable and all stock awards shall immediately vest with
all performance goals deemed fully achieved. For these purposes, change in
control shall mean the occurrence of any of the following events, as a result of
one transaction or a series of transactions:
(a) any "person" (as that term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding the
Company, its affiliates and any qualified or non-qualified plan
maintained by the Company or its affiliates) becomes the "beneficial
owner" (as defined in Rule 13d-3 promulgated under such Act), directly
or indirectly, of securities of the Company representing more than 20%
of the combined voting power of the Company's then outstanding
securities;
(b) individuals who constitute a majority of the Board of
Directors of the Company immediately prior to a contested election for
positions on the Board cease to constitute a majority as a result of
such contested election;
(c) the Company is combined (by merger, share exchange,
consolidation, or otherwise) with another corporation and as a result
of such combination, less than 75% of the outstanding securities of
the surviving or resulting corporation are owned in the aggregate by
the former shareholders of the Company; or
(d) the Company sells, leases, or otherwise transfers all or
substantially all of its properties or assets to another person or
entity.
11. Other Provisions. The award of any benefit under the Plan may
also be subject to other provisions (whether or not applicable to the benefit
awarded to any other participant) as the Committee determines appropriate,
including such provisions as may be required to comply with federal or state
securities laws and stock exchange requirements and understandings or conditions
as to the participant's employment.
12. Fair Market Value. The fair market value of the Company's common
stock at any time shall be determined in such manner as the Committee may deem
equitable or as required by applicable law or regulation.
13. Adjustment Provisions.
(a) If the Company shall at any time change the number of issued
shares of common stock without new consideration to the Company (such
as by stock dividend or stock split), the total number of shares
reserved for issuance under this Plan and the number of shares covered
by each outstanding benefit shall be adjusted so that the aggregate
consideration payable to the Company, if any, shall not be changed.
(b) Notwithstanding any other provision of this Plan, and
without affecting the number of shares reserved or available
hereunder, the Board of Directors may authorize the issuance or
assumption of benefits in connection with any merger, consolidation,
acquisition of property or stock, or reorganization upon such terms
and conditions as it may deem appropriate.
(c) In the event of any merger, consolidation or reorganization
of the Company with any other corporation, there shall be substituted,
on an equitable basis as determined by the Committee, for each share
of common stock then reserved for issuance under the Plan and for each
share of common stock then subject to a benefit granted under the
Plan, the number and kind of shares of stock, other securities, cash
or other property to which holders of common stock of the Company will
be entitled pursuant to the transaction.
14. Taxes. The Company shall be entitled to withhold the amount of
any tax attributable to any shares deliverable under the Plan after giving the
person entitled to receive the shares notice as far in advance as practicable
and the Company may defer making delivery as to any benefit if any such tax is
payable until indemnified to its satisfaction. The Committee may, in its
discretion and subject to rules which it may adopt, permit a participant to pay
all or a portion of the taxes arising in connection with any benefit under the
Plan by electing to have the Company withhold shares of common stock from the
shares otherwise deliverable to the participant, having a fair market value
equal to the amount to be withheld.
15. Term of Program; Amendment, Modification or Cancellation of
Benefits. No benefit shall be granted more than ten years after the date of the
approval of this Plan by the shareholders of the Company; provided, however,
that the terms and conditions applicable to any benefits granted prior to such
date may at any time be amended or cancelled by mutual agreement between the
Committee and the participant or any other persons as may then have an interest
therein and may be unilaterally modified by the Committee whenever such
modification is deemed necessary to protect the Company or its shareholders.
16. Amendment or Discontinuation of Plan. The Board of Directors may
amend the Plan at any time, provided that no such amendment shall be effective
unless approved within 12 months after the date of the adoption of such
amendment by the affirmative vote of a majority of the shareholders entitled to
vote if such shareholder approval is required for the Plan to continue to comply
with the requirements of Securities and Exchange Commission Regulation Section
240.16b-3. The Board of Directors may suspend the Plan or discontinue the Plan
at any time; provided, however, that no such action shall adversely affect any
outstanding benefit.
17. Shareholder Approval. The Plan was adopted by the Board of
Directors on August 2, 1994, subject to shareholder approval. The Plan and any
benefits granted thereunder shall be null and void if shareholder approval is
not obtained at the next annual meeting of shareholders.
APPENDIX B
MISSISSIPPI CHEMICAL CORPORATION
1995 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
1. Purpose. The purpose of the Mississippi Chemical Corporation
1995 Stock Option Plan for Nonemployee Directors (the "Plan") is to encourage
directors (including emeritus directors) who are not officers or full-time
employees of Mississippi Chemical Corporation (the "Company") or any of its
subsidiaries ("Nonemployee Directors") to become shareholders in the Company
thereby giving them a stake in the growth and profitability of the Company, to
enable them to represent the viewpoint of the shareholders of the Company more
effectively and to encourage them to continue serving as directors.
2. Shares Reserved. There is hereby reserved for issuance under
the Plan an aggregate of 300,000 shares of common stock which may be authorized
but unissued or treasury shares. If there is a lapse, expiration, termination
or cancellation of any option granted under this Plan, all unissued shares
subject to the option may again be used for new options granted under this Plan.
3. Grant of Options. Each person who is or becomes a Nonemployee
Director of the Company on the date of the annual meeting of shareholders
("Annual Meeting") for 1995 shall be granted an initial option to purchase 5,000
shares of common stock on the first business day after the date of the Annual
Meeting. The initial options for the Chairman and Vice Chairman of the Board of
Directors shall be for 10,000 and 7,000 shares of common stock, respectively.
Each person who becomes a Nonemployee Director after the date of the
1995 Annual Meeting shall be granted an initial option to purchase 5,000 shares
of common stock on the first business day after the date of the next succeeding
Annual Meeting. Any person who becomes Chairman of the Board after the date of
the 1995 Annual Meeting shall be granted an additional option to purchase 5,000
shares of common stock on the first business day after the date of the next
succeeding Annual Meeting (except that the additional option for a person who
previously served as Vice Chairman shall be for 3,000 shares). Any person who
becomes Vice Chairman of the Board after the date of the 1995 Annual Meeting
shall be granted an additional option to purchase 2,000 shares of common stock
on the first business day after the date of the next succeeding Annual Meeting.
Each Nonemployee Director who is granted an initial option hereunder
shall be granted an additional option to purchase 1,500 shares of common stock
on the first business day after the date of each succeeding Annual Meeting on
which the Nonemployee Director is a member of the Board. The annual options for
the Chairman and Vice Chairman of the Board shall be for 3,000 and 2,000 shares,
respectively.
4. Option Price. The option price for each option granted to
Nonemployee Directors shall be equal to the average of the closing price of the
shares subject to option as reported on the NASDAQ National Market System
("NASDAQ") for the last 20 trading days prior to the date of option grant. The
option price may be paid by check or by the delivery of shares of common stock
then owned by the participant. A director may also pay the option price by use
of cashless exercise as permitted under Federal Reserve Board's Regulation T.
5. Term; Termination of Service. The option term shall be ten
years. Any option granted to a Nonemployee Director may not be exercised for
the first year from the date of its grant. Any option granted to a Nonemployee
Director may be exercisable for 20% of the shares subject to option during the
second year from the date of grant, 40% for the third year from the date of
grant, 60% for the fourth year from the date of grant, 80% for the fifth year
from the date of grant, and shall be fully exercisable commencing with the sixth
year from the date of grant. Each option shall become fully exercisable upon
the retirement of the director or upon a change of control of the Company as
defined in paragraph 10 of the Company's 1994 Stock Incentive Plan. Each option
shall expire three months after the date of optionee's termination of service
for any reason other than death, disability or retirement. In the event of
death, disability or retirement, each option shall be exercisable for a period
of three years after termination. For these purposes, retirement shall mean
termination of service on the Board of Directors after the Nonemployee Director
has attained age 55 and completed at least five years of service as a member of
the Board. Except in the case of retirement, any option granted to a
Nonemployee Director may be exercised during the indicated periods following
termination only to the extent the option was exercisable on the date of
termination.
6. Nontransferability. Any option granted under this Plan shall
not be transferable other than by will or the laws of descent and distribution
and shall be exercisable during the Nonemployee Director's lifetime only by the
director or the director's guardian or legal representative. If a director dies
during the option period, any option granted to the director may be exercised by
his or her estate or the person to whom the option passes by will or the laws of
descent and distribution.
7. Adjustment Provisions.
(a) If the Company shall at any time change the number of issued
shares of common stock without new consideration to it (such as by stock
dividends, stock splits or similar transactions), the total number of
shares reserved for issuance under this Plan and the number of shares
covered by each outstanding option shall be automatically adjusted so that
the aggregate consideration payable to the Company and the value of each
option shall not be changed.
(b) In the case of any merger, consolidation or combination of the
Company with or into another corporation, other than a merger,
consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding common stock being
converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), any Nonemployee
Director to whom an option has been granted under the Plan shall have the
right during the remaining term of such option, to receive upon exercise
thereof the Acquisition Consideration (as defined below) receivable upon
such Acquisition by a holder of the number of shares of common stock which
might have been obtained upon exercise of such option or portion thereof,
as the case may be, immediately prior to such Acquisition. The term
"Acquisition Consideration" shall mean the kind and amount of shares of the
surviving or new corporation, cash, securities, evidence of indebtedness,
other property or any combination thereof receivable in respect of one
share of common stock of the Company upon consummation of an Acquisition.
8. Registration and Legal Compliance. The grant of any option
under the Plan may also be subject to other provisions as counsel to the Company
deems appropriate including, without limitation, provisions as may be
appropriate to comply with federal and state securities laws and stock exchange
requirements. The Company shall not be required to issue or deliver any
certificate for common stock purchased upon the exercise of any option granted
under this Plan prior to the admission of such shares to listing on any stock
exchange on which common stock of the Company may at that time be listed.
If the Company shall be advised by its counsel that the shares deliverable upon
exercise of an option are required to be registered under the Securities Act of
1933, as amended (the "Act") or any state securities law or that delivery of
such shares must be accompanied or preceded by a prospectus meeting the
requirements of such Act, the Company will use its best efforts to effect such
registration or provide such prospectus not later than a reasonable time
following each exercise of such option, but delivery of shares by the Company
may be deferred until such registration is effective or such prospectus is
available.
9. Amendment, Suspension and Termination of Plan. The Board of
Directors may suspend or terminate the Plan at any time and may amend it from
time to time in such respects as the Board of Directors may deem advisable in
order that any grants thereunder shall conform to or otherwise reflect any
change in applicable laws or regulations or to permit the Company or the
Nonemployee Directors to enjoy the benefits of any change in applicable laws or
regulations; provided, however, that this Plan may not be amended more than once
every six months and that no amendment shall, without shareholder approval,
increase the number of shares of common stock which may be issued under the
Plan, materially modify the requirements as to eligibility for participation in
the Plan or materially increase the benefits accruing to Nonemployee Directors
under the Plan. No such amendment, suspension or termination shall impair the
rights of Nonemployee Directors under any outstanding options, or make any
change that would disqualify the Plan or any other plan of the Company intended
to be so qualified from the exemption provided by Rule 16b-3.
10. Shareholder Approval; Term. This Plan was adopted by the
Board of Directors of the Company on July 20, 1995. The Plan shall be null and
void if shareholder approval is not obtained at the 1995 Annual Meeting. The
term of the Plan shall be for a five-year period from the date of shareholder
approval.
APPENDIX C
MISSISSIPPI CHEMICAL CORPORATION
1995 RESTRICTED STOCK PURCHASE PLAN
FOR NONEMPLOYEE DIRECTORS
1. Purpose. The purpose of the Mississippi Chemical Corporation
1995 Restricted Stock Purchase Plan for Nonemployee Directors (the "Plan") is to
encourage directors (including emeritus directors) who are not officers or full-
time employees of Mississippi Chemical Corporation (the "Company") or any of its
subsidiaries ("Nonemployee Directors") to invest their annual retainer fees in
the common stock of the Company, thereby giving them a stake in the growth and
profitability of the Company to enable them to represent the viewpoint of the
shareholders of the Company more effectively and to encourage them to continue
serving as directors.
2. Shares Reserved. There is hereby reserved for issuance under
the Plan an aggregate of 100,000 shares of common stock of the Company. Shares
issued under the Plan may be either authorized but unissued shares or treasury
shares. If any shares issued hereunder are thereafter acquired by the Company
pursuant to rights reserved by the Company at the time of transfer as
hereinafter described, such shares shall be added back to the number of shares
reserved for issuance under the Plan.
3. Election to Receive Retainer in Shares of Restricted Stock.
Each Nonemployee Director may make an irrevocable election to receive his or her
annual retainer in shares of restricted stock. An election pursuant to this
paragraph 3 must be made in writing and filed with the Company before the first
day of the annual retainer period. Any election shall be effective from the
first day of the retainer period until terminated by the director by written
notice given not less than six months prior to the date of termination. The
election will entitle the Nonemployee Director to receive a number of shares of
restricted stock determined by dividing 125% of the retainer for the ensuing
12-month period by the fair market value of one share of the Company's common
stock. The result of such division shall be rounded up to the next whole share.
For these purposes, the fair market value of the common stock shall be equal to
the average of the closing price of the shares as reported on the NASDAQ
National Market System ("NASDAQ") for the last 20 trading days prior to the
first day of each annual retainer period. In the event any person becomes a
Nonemployee Director other than at the beginning of an annual retainer period,
such person may make an election before the date on which the person becomes a
Nonemployee Director, the election to be effective with respect to the amount of
retainer applicable to the balance of such annual retainer period and at a fair
market value equal to the average of the closing price of the shares on NASDAQ
for the last 20 trading days prior to the director's first day of service.
For purposes of this paragraph 3, an annual retainer period shall
begin on the first day of September of any year in which the Plan is effective
and end on the succeeding August 31.
4. Terms and Conditions. Shares of restricted stock issued under
the Plan shall be subject to the following terms and conditions:
(a) If, within five years from the date of the transfer of the
restricted stock, (i) the Nonemployee Director's service on the Board is
terminated for any reason other than death, disability or retirement, or
(ii) the Nonemployee Director elects to sell the shares of restricted stock
back to the Company, the shares of restricted stock shall be repurchased by
the Company ("Forfeiture Restriction") at a per-share price equal to the
lesser of (A) the amount paid by the director for such restricted shares or
(B) the fair market value of such shares on the date the director's service
on the Board is terminated or the date the director elects to sell the
shares, whichever is applicable. For these purposes, the fair market value
of the common stock shall be equal to the average of the closing price of
the shares as reported on NASDAQ for the last 20 trading days prior to the
date of repurchase. The purchase price shall be paid in cash to the
director within five business days after receipt by the Company of
certificates representing the shares of restricted stock so forfeited.
(b) Shares of restricted stock shall be free of the Forfeiture
Restriction upon the expiration of a five-year period from the date of
issuance or earlier upon the death, disability or retirement of the
Nonemployee Director or the occurrence of a change of control of the
Company as defined in paragraph 10 of the Company's 1994 Stock Incentive
Plan.
(c) Shares of restricted stock issued under the Plan may be
subject to such other provisions, not inconsistent with the provisions of
the Plan, as counsel for the Company shall consider appropriate from time
to time, including such provisions as may be appropriate to comply with
federal and state securities laws and stock exchange requirements.
5. Nontransferability of Shares. Shares of restricted stock
issued under the Plan shall not be transferable and may not be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of at any time prior to
the expiration of the later of (i) six months after the date of issuance of
shares of restricted stock (or on the date of the death or disability of the
Nonemployee Director if such director dies or becomes disabled prior to the
expiration of such six-month period) or (ii) the expiration of the Forfeiture
Restriction with respect to such shares of restricted stock.
6. Shareholder Rights. A Nonemployee Director who receives
shares of restricted stock under the Plan shall have all of the rights of a
shareholder with respect to such stock, including the right to receive dividends
or other distributions in respect of such stock and to vote such stock as the
record owner thereof, unless and until such stock is forfeited to the Company
hereunder. However, the certificates representing shares of restricted stock
issued under the Plan shall bear a legend indicating the nontransferability of
the shares and the Forfeiture Restriction.
7. Adjustments. If there is any change in the Company's common
stock by means of a stock dividend or distribution, stock split-up,
recapitalization, combination or exchange of shares, or by means of any merger,
consolidation or other corporate reorganization in which the Company is the
surviving corporation, the number of shares of stock thereafter available for
issuance under the Plan shall be automatically adjusted on the same basis to
give proper effect to such change. The terms and conditions of this Plan shall
also be applicable to the shares issued to a Nonemployee Director as a result of
a stock dividend, stock split, recapitalization, etc., with respect to any
restricted shares.
8. Amendment or Termination. The Board of Directors may
terminate the Plan at any time or amend the Plan from time to time as it may
deem proper; provided, however, that no such termination shall adversely affect
any outstanding shares. The Plan may not be amended more frequently than once
every six months and no amendment shall (a) adversely affect any outstanding
shares, (b) result in any participant in the Plan losing his or her status as a
"disinterested person" under Securities and Exchange Commission Rule 16b-3
("Rule 16b-3") with respect to any employee benefit plan of the Company, or
(c) result in the Plan losing its status as a protected plan under Rule 16b-3.
9. Shareholder Approval. The Plan was adopted by the Board of
Directors on July 20, 1995, subject to shareholder approval. All certificates
representing shares purchased prior to such approval shall be held by the
Company until shareholder approval is obtained. In the event the Plan is not
approved by January 1, 1996, the purchase price of the stock will be returned to
the directors and the stock will be returned to the Company.
APPENDIX D
PROXY MISSISSIPPI CHEMICAL CORPORATION PROXY
ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 14, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Mississippi Chemical Corporation hereby appoints
Coley L. Bailey and Charles O. Dunn, and each of them, attorneys and proxies,
with full power of substitution, to vote at the annual meeting of shareholders
to be held at the Owen Cooper Administration Building, Highway 49 East,
Yazoo City, Mississippi, at 9:00 a.m. (local time) on Tuesday,
November 14, 1995, and at any adjournments thereof, in the name of the
undersigned and with the same force and effect as the undersigned could do if
personally present, upon the matters set forth below as indicated.
DIRECTORS: John W. Anderson; Frank R. Burnside, Jr.; Robert P. Dixon; and
George Penick.
SEE REVERSE SIDE. If you wish to
vote in accordance with the Board
of Directors' recommendations, just
sign on the reverse side. You need
not mark any ovals.
PLEASE MARK, SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.
(Continued and to be signed on
reverse side.)
SEE REVERSE
<TABLE>
[REVERSE OF PROXY CARD]
<CAPTION>
MISSISSIPPI CHEMICAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
<S> <C> <C> <C> <C> <C> <C> <C>
1.Election of Directors (see FOR WITHHOLD ALL EXCEPT 4.The proposal to approve and FOR AGAINST ABSTAIN
reverse) adopt the Mississippi Chemical
[ ] [ ] [ ] Corporation 1995 RESTRICTED [ ] [ ] [ ]
STOCK PURCHASE PLAN FOR
NONEMPLOYEE DIRECTORS
(Except Nominee(s) written
above)
2.The proposal to approve and FOR AGAINST ABSTAIN 5. In their discretion, to act on any other matters which
adopt the Mississippi may properly come before the meeting and any adjournments
Chemical Corporation 1994 [ ] [ ] [ ] thereof.
STOCK INCENTIVE PLAN
Dated: , 1995
----------------------------------------
3.The proposal to approve and FOR AGAINST ABSTAIN
adopt the Mississippi
Chemical Corporation 1995 [ ] [ ] [ ]
STOCK OPTION PLAN FOR
NONEMPLOYEE DIRECTORS Signature(s)
---
The shares represented by this Proxy will be voted at Please sign exactly as name appears hereon. When shares are
meeting. IF NO CONTRARY INSTRUCTIONS ARE INDICATED, THIS held by joint tenants, both should sign. When signing as
PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE "FOR" ALL attorney, executor, administrator, trustee or guardian,
NOMINEES AS DIRECTORS AND "FOR" PROPOSALS (2) THROUGH (4) please give full title as such. If a corporation, please
ABOVE. sign in full corporate name by President or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
</TABLE>
