<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FLOWERS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
FLOWERS INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 31, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Flowers
Industries, Inc. (the "Company") will be held on May 31, 2000 at 11:00 A.M.
Eastern Time at the Thomasville Cultural Center, 600 East Washington Street,
Thomasville, Georgia, for the following purposes:
(1) To elect three members to the Board of Directors;
(2) To consider and act upon a proposal to select PricewaterhouseCoopers
LLP as independent accountants for the Company for fiscal year 2000; and
(3) To transact such other business as may properly come before the
meeting;
all as set forth in the Proxy Statement accompanying this Notice.
Only holders of record of issued and outstanding shares of Common Stock at
the close of business on April 7, 2000 are entitled to notice of, and to vote
at, the meeting or any adjournment thereof. A list of such shareholders will be
open for examination by any shareholder at the time and place of the meeting.
By order of the Board of Directors
G. ANTHONY CAMPBELL
Secretary
1919 Flowers Circle
Thomasville, Georgia 31757
April 21, 2000
A PROXY CARD IS CONTAINED IN THE ENVELOPE IN WHICH THIS PROXY STATEMENT WAS
MAILED. SHAREHOLDERS ARE ENCOURAGED TO VOTE ON THE MATTERS TO BE CONSIDERED AT
THE MEETING AND TO SIGN AND DATE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOUR
ATTENDANCE AT THE MEETING IS URGED; IF YOU ATTEND THE MEETING AND DECIDE YOU
WANT TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR PROXY.
<PAGE> 3
FLOWERS INDUSTRIES, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 31, 2000
This Proxy Statement is furnished to the holders of the common stock (the
"Common Stock") of Flowers Industries, Inc. (the "Company") in connection with
the solicitation of proxies by the Board of Directors of the Company to be voted
at its Annual Meeting of Shareholders (the "Meeting") to be held on May 31, 2000
at 11:00 A.M. Eastern Time at the Thomasville Cultural Center, 600 East
Washington Street, Thomasville, Georgia. The business address of the Company's
principal office is 1919 Flowers Circle, Thomasville, Georgia 31757. It is
anticipated that this Proxy Statement will be mailed to shareholders on or about
April 21, 2000.
A proxy card is enclosed. Any shareholder sending in the enclosed proxy has
the power to revoke it at any time before it is exercised. Proxies may be
revoked by: (1) executing a valid proxy bearing a later date; (2) sending
written notice of revocation to the Secretary of the Company; or (3) appearing
at the Meeting and voting in person. When proxies in the accompanying form are
returned properly executed, the shares represented by effective proxies will be
voted according to instructions noted thereon.
Unless otherwise specified, the proxies will be voted in favor of the three
nominees for election to the Board of Directors of the Company and the proposed
selection of PricewaterhouseCoopers LLP as independent accountants. The Board of
Directors is not aware at this date of any other matters which will come before
the Meeting. However, should any such other matters (including shareholder
proposals omitted from this proxy statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC")) properly come
before the Meeting, it is the intention of the persons named in the enclosed
proxy to vote the proxy in accordance with their best judgment.
The Company will bear the cost of solicitation of proxies by the Board of
Directors, including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of Common Stock. Officers,
Directors, and employees of the Company may solicit proxies by telephone,
telegram, facsimile or personal interview.
A copy of the 1999 Annual Report to Shareholders, which includes the
financial statements of the Company for the fiscal year ended January 1, 2000,
is being mailed with this Proxy Statement to all shareholders entitled to vote
at the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
A majority of the outstanding shares of Common Stock must be represented in
person or by proxy at the Meeting in order to constitute a quorum for the
transaction of business. Abstentions and non-votes will be counted for purposes
of determining the existence of a quorum at the Meeting. Proposal One, the
nomination of three members to the Board of Directors, requires for approval the
affirmative vote of a plurality of the shares of Common Stock present in person
or by proxy and actually voting at the Meeting, and Proposal Two, the selection
of PricewaterhouseCoopers LLP as independent accountants for the Company,
requires for its approval that the votes cast favoring the proposal must exceed
the votes cast opposing the proposal. Abstentions and non-votes will have no
effect on the voting with respect to either of the two proposals. A non-vote may
occur when a nominee holding shares of Common Stock for a beneficial owner does
not vote on a proposal because such nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
Only holders of record of issued and outstanding shares of Common Stock at
the close of business on April 7, 2000 are entitled to notice of, and to vote
at, the Meeting. The number of outstanding shares of Common Stock, the holders
of which were entitled to vote on April 7, 2000 was 99,984,967. Each shareholder
is entitled to one vote for each share of Common Stock held on the record date.
Shareholders are not entitled to cumulative voting in favor of Directors.
Based solely upon review of any Schedule 13G's filed with the SEC, no
persons or groups were known by the Company to own beneficially more than five
percent of the Company's outstanding Common Stock, as of February 14, 2000.
PROPOSAL ONE
ELECTION OF DIRECTORS
Directors of the Company are divided into three classes, so that only one
class is elected each year. Unless authority to vote is withheld, proxies in the
accompanying form will be voted for the following three nominees to the Board of
Directors to serve for three years or until their successors shall be elected
and shall have qualified. In the event that any nominee is unable to serve, such
proxies will be voted for the remaining nominees and for such other person or
persons, if any, as the proxy holders may determine. However, the Board of
Directors has no reason to believe that any nominee will be unable to serve if
elected. Set forth below is certain information about the Director-nominees and
the continuing Directors of the Company. Except as otherwise indicated, all have
engaged in their principal occupations for more than the past five years.
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<PAGE> 4
DIRECTOR-NOMINEES:
JOE E. BEVERLY, age 58, is Chairman of the Board of Commercial Bank in
Thomasville, Georgia, a wholly-owned subsidiary of Synovus Financial Corp.
(NYSE), the former Vice Chairman of the Board of Synovus Financial Corp, and a
Director of Synovus Financial Corp. He was President and a Director of
Commercial Bank from 1973 to 1989. Mr. Beverly was elected as a Director of the
Company in August 1996, and is a member of the Audit Committee.
AMOS R. McMULLIAN, age 62, is Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. McMullian also is a Director of Keebler
Foods Company (NYSE), a majority-owned subsidiary of the Company, and Lanier
Worldwide, Inc. (NYSE). He joined the Company's predecessor corporation in 1963
and has been a Director of the Company since 1975. Mr. McMullian is Chairman of
the Executive Committee and a member of the Nominating Committee.
J. V. SHIELDS, JR., age 62, is Chairman of the Board of Directors and Chief
Executive Officer of Shields & Company, New York, New York, a diversified
financial services company and member of the New York Stock Exchange, Inc. Mr.
Shields also is the Chairman of the Board of Directors and Chief Executive
Officer of Capital Management Associates, Inc., a registered investment advisor,
and the Chairman of the Board of Trustees of The 59 Wall Street Trust, the Brown
Brothers Harriman mutual funds group. He has been a Director of the Company
since 1989 and is a member of the Pension and Finance Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ALL OF THE FOREGOING DIRECTOR-NOMINEES.
CONTINUING DIRECTORS:
EDWARD L. BAKER, age 65, is Chairman of the Board of Directors of Florida
Rock Industries, Inc. (NYSE), a construction materials company based in
Jacksonville, Florida, which produces and markets sand, gravel, crushed stone,
concrete blocks and other building materials throughout the Southeast. He is
also Chairman of the Board of Directors of Patriot Transportation Holding, Inc.
(OTC) (formerly FRP Properties, Inc.). Mr. Baker is Chairman of the Audit
Committee and a member of the Compensation and Nominating Committees. He has
been a Director of the Company since 1992. Mr. Baker's term as a Director
expires in 2002.
FRANKLIN L. BURKE, age 59, a private investor since 1991, is the former
Senior Executive Vice President and Chief Operating Officer of Bank South Corp.,
Atlanta, Georgia, and the former Chairman and Chief Executive Officer of Bank
South, N.A., the principal subsidiary of Bank South Corp. Mr. Burke is a
Director of Keebler Foods Company (NYSE). He has been a Director of the Company
since 1994 and is a member of the Audit, Pension and Finance, and Compensation
Committees. Mr. Burke's term as a Director expires in 2001.
G. ANTHONY CAMPBELL, age 48, who joined the Company in 1983, is General
Counsel and Secretary of the Company. Mr. Campbell is also a Director of Keebler
Foods Company (NYSE). He has been a Director of the Company since 1991 and is a
member of the Executive and Banking Committees. Mr. Campbell's term as a
Director expires in 2002.
ROBERT P. CROZER, age 53, is Vice Chairman of the Board of Directors of the
Company and Chairman of the Board of Keebler Foods Company (NYSE). Mr. Crozer
joined the Company in 1973, became a Director of the Company in 1979, and has
been Vice Chairman of the Board of the Company since 1989. Mr. Crozer is
Chairman of the Nominating Committee and a member of the Executive Committee.
Mr. Crozer's term as a Director expires in 2001.
L. S. FLOWERS, age 78, retired as Chairman of the Board of Directors of the
Company in 1985. He has been a Director of the Company since 1968 and is a
member of the Executive Committee. Mr. Flowers' term as a Director expires in
2001.
JOSEPH L. LANIER, JR., age 68, has been Chairman of the Board of Directors
and Chief Executive Officer of Dan River Inc. (NYSE), Danville, Virginia, a
textile company, since 1989. He is also a Director of Dimon, Inc. (NYSE),
SunTrust Banks, Inc. (NYSE), Torchmark Corp. (NYSE) and Waddell & Reed
Financial, Inc. (NYSE). Mr. Lanier has been a Director of the Company since
1977, is Chairman of the Compensation Committee and is a member of the
Nominating Committee. Mr. Lanier's term as a Director expires in 2001.
JACKIE M. WARD, age 61, is Chairman of the Board of Directors of Computer
Generation Incorporated, a telecommunications company based in Atlanta, Georgia.
She is also a Director of Bank of America Corporation (NYSE), Equifax, Inc.
(NYSE), Matria Healthcare, Inc. (OTC), Premier Technologies, Inc. (OTC), Profit
Recovery Group International, Inc. (OTC), SCI Systems, Inc. (NYSE), and Trigon
Healthcare, Inc. (NYSE). She has been a Director of the Company since March 1999
and is a member of the Audit Committee. Ms. Ward's term as a Director expires in
2002.
C. MARTIN WOOD III, age 56, retired as Senior Vice President and Chief
Financial Officer of the Company on January 1, 2000. Mr. Wood continues to serve
on the Company's Board of Directors, to which he was elected in 1975. He is
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<PAGE> 5
also a Director of Keebler Foods Company (NYSE). Mr. Wood is Chairman of the
Pension and Finance Committee and is a member of the Executive and Banking
Committees. Mr. Wood's term as Director expires in 2002.
Robert P. Crozer, J.V. Shields, Jr. and C. Martin Wood III are married to
sisters, who are nieces of Langdon S. Flowers.
The following table shows the amount of Common Stock beneficially owned as
of March 21, 2000, by each Director and Director-nominee, each Executive Officer
of the Company and by all Directors, Director-nominees, and Executive Officers
as a group, consisting of 15 persons. The determination of "beneficial
ownership" is made pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "1934 Act"). Such Rule provides that shares shall be
deemed "beneficially owned" where a person or group has, either solely or in
conjunction with others, the power to vote or to direct the voting of shares
and/or the power to dispose, or to direct the disposition of shares; or where a
person or group has the right to acquire any such power within 60 days after the
date such "beneficial ownership" is determined. Each individual has beneficial
ownership of the shares which are subject to any unexercised vested options held
by him or her; and, except as indicated by footnote, each individual has sole
voting power and sole investment power with respect to the number of shares
beneficially owned by him or her. Directors and Executive Officers are required
to file reports of their holdings and transactions in the Common Stock of the
Company with the SEC under federal securities laws. Based solely on its review
of the copies of such forms received by it, the Company believes that for the
fiscal year ended January 1, 2000, all such reports have been timely filed
except the Form 4, Statement of Changes in Beneficial Ownership of Securities,
for Mr. Edward L. Baker, which was due on November 10, 1999, and which was filed
by the Secretary of the Company as agent for Mr. Baker on February 10, 2000.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAME OWNERSHIP CLASS
- --------------------------------------------- ----------------- -------
<S> <C> <C>
Edward L. Baker 73,302(1) *
Joe E. Beverly 52,584(2) *
Franklin L. Burke 28,791(3) *
G. Anthony Campbell 392,678(4) *
Robert P. Crozer 1,670,041(5) 1.64%
George E. Deese 393,302(6) *
L. S. Flowers 376,146(7) *
Gary L. Harrison 454,018(8) *
Joseph L. Lanier, Jr. 72,217(9) *
Amos R. McMullian 949,740(10) *
J. V. Shields, Jr. 1,512,958(11) 1.49%
Marta J. Turner 13,078(12) *
Jackie M. Ward 6,250 *
C. Martin Wood III 568,539(13) *
Jimmy M. Woodward 27,870(14) *
All Directors and
Executive Officers
as a group (15 persons) 6,591,514(15) 6.18%
</TABLE>
- ----------------------------------------
*Less than one percent.
(1) Includes unexercised stock options for 17,340 shares and 23,300 shares
owned by a family trust for which Mr. Baker is a co-trustee.
(2) Includes unexercised stock options for 7,584 shares. Does not include
45,982 shares owned by the spouse of Mr. Beverly and 11,164 shares
owned by a trust for which his spouse is co-trustee, as to which
shares Mr. Beverly disclaims any beneficial ownership.
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<PAGE> 6
(3) Includes unexercised stock options for 16,353 shares and 8,750 shares
owned by the spouse of Mr. Burke, over which shares Mr. Burke has
investment authority.
(4) Includes restricted stock awards of 21,117 shares, all of which are
subject to forfeiture.
(5) Includes: (i) restricted stock awards of 70,794 shares, all of which
are subject to forfeiture; (ii) unexercised stock options for 269,294
shares; and (iii) 982,780 shares held by limited partnerships in which
Mr. Crozer and his spouse are the general partners. Does not include
the following shares as to which Mr. Crozer disclaims any beneficial
ownership: (i) 7,593 shares held by Mr. Crozer and his spouse as
custodians for their minor son; (ii) 209,038 shares held by trusts for
the benefit of Mr. Crozer's minor children; and (iii) 1,965,936 shares
owned by the spouse of Mr. Crozer.
(6) Includes restricted stock awards of 134,096 shares, all of which are
subject to forfeiture, and unexercised stock options for 90,000
shares. Does not include the following shares as to which Mr. Deese
disclaims any beneficial ownership: 22,080 shares owned by the spouse
of Mr. Deese; and 1,173 shares held by Mr. Deese as custodian for his
minor grandchildren.
(7) Includes unexercised stock options for 10,432 shares. Does not include
355,598 shares owned by the spouse of Mr. Flowers, as to which shares
Mr. Flowers disclaims any beneficial ownership.
(8) Includes: (i) restricted stock awards of 134,096 shares, all of which
are subject to forfeiture; (ii) unexercised stock options for 145,544
shares; and (iii) 30,000 shares held by a limited partnership in which
Mr. Harrison is a general partner. Does not include 40,000 shares
owned by the spouse of Mr. Harrison, as to which shares Mr. Harrison
disclaims any beneficial ownership.
(9) Includes unexercised stock options for 17,340 shares. Does not include
23,890 shares owned by the spouse of Mr. Lanier, as to which shares
Mr. Lanier disclaims any beneficial ownership.
(10) Includes restricted stock awards of 140,782 shares, all of which
shares are subject to forfeiture.
(11) Includes: (i) unexercised stock options for 16,353 shares; and (ii)
1,476,605 shares held by investment advisory clients of Capital
Management Associates, Inc., of which Mr. Shields is Chairman of the
Board of Directors and Chief Executive Officer. Does not include
3,241,503 shares owned by the spouse of Mr. Shields, as to which
shares Mr. Shields disclaims beneficial ownership.
(12) Includes restricted stock awards of 8,852 shares, all of which are
subject to forfeiture.
(13) Includes: (i) restricted stock awards of 8,818 shares, all of which
shares are subject to forfeiture; (ii) unexercised stock options for
28,000 shares; (iii) 51,300 shares held by a trust of which Mr. Wood
is co-trustee; and (iv) 5,591 shares owned by a trust for which Mr.
Wood serves as a trustee. Does not include the following shares, as to
which Mr. Wood disclaims beneficial ownership: (i) 2,880,633 shares
owned by the spouse of Mr. Wood and (ii) 25,650 shares held by Mr.
Wood as custodian for his nephew.
(14) Includes restricted stock awards of 24,302 shares, all of which are
subject to forfeiture.
(15) Includes restricted stock awards of 542,857 shares, all of which are
subject to forfeiture, and unexercised stock options for 618,240
shares. Does not include the shares with respect to which beneficial
ownership is disclaimed as indicated in the preceding footnotes.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established certain standing committees, which
include the Audit, Nominating, and Compensation Committees.
The Board of Directors met seven times during the last fiscal year. Its
Audit Committee met seven times; its Compensation Committee met twice; and its
Nominating Committee met once. Each Director, other than Mr. Flowers, attended
at least 75 percent of the aggregate number of meetings of the Board of
Directors and all committees on which he or she served during his or her
respective period of service.
The members of the Audit Committee are Edward L. Baker, Chairman, Joe E.
Beverly, Franklin L. Burke and Jackie M. Ward. The functions of the Audit
Committee are: (a) recommending to the Board of Directors the engagement or
discharge of independent auditors; (b) reviewing investigations into matters
relating to audit functions; (c) reviewing with independent auditors the plan
for and results of the audit engagement; (d) reviewing the scope and results of
the Company's internal auditing procedures; (e) reviewing the independence of
the auditors; (f) considering the range of audit and non-
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<PAGE> 7
audit fees; (g) reviewing the adequacy of the Company's system of internal
accounting controls; and (h) reviewing related party transactions.
The members of the Nominating Committee are Robert P. Crozer, Chairman,
Edward L. Baker, Joseph L. Lanier, Jr. and Amos R. McMullian. The functions of
the Nominating Committee are: (a) selecting or recommending to the Board of
Directors selection of nominees for election as Directors; and (b) considering
the performance of incumbent Directors in determining whether to nominate them
for reelection. The Nominating Committee will consider nominations for the next
annual meeting which are submitted by shareholders in writing to the Secretary
of the Company at the Company's principal office by December 22, 2000.
The members of the Compensation Committee are Joseph L. Lanier, Jr.,
Chairman, Edward L. Baker and Franklin L. Burke. The functions of the
Compensation Committee are: (a) approving, or recommending to the Board of
Directors approval of, compensation plans for officers and Directors; (b)
approving, or recommending to the Board of Directors approval of, remuneration
arrangements for Directors and senior management; and (c) granting benefits
under compensation plans.
DIRECTORS' FEES
Each nonemployee member of the Board of Directors receives payments
pursuant to a standard arrangement. For fiscal year 1999, such Directors
received: (i) $1,000 for each meeting of the Board or committee of the Board
attended, with each chairman of a Board committee receiving an annual retainer
of $5,000; (ii) $2,500 per month; and (iii) reimbursement for travel expenses.
During the fiscal year, W. H. Flowers, retired Chairman of the Board of
Directors of the Company and L. S. Flowers, a Director of the Company, received
payments totaling $186,853 and $61,802, respectively, for consulting services
provided to the Company pursuant to written contracts between the Company and
each individual. The contracts provide that during their term each of Messrs.
Flowers will not compete, directly or indirectly, with the Company. Unless
earlier terminated, each respective contract will terminate upon the death of
each individual.
NONEMPLOYEE DIRECTORS' EQUITY PLAN
The Company has a Nonemployee Directors' Equity Plan (the "Directors'
Plan") pursuant to which an aggregate of 300,000 shares of Common Stock may be
issued and as to which grants or awards of stock options may be made.
All individuals who are nonemployee Directors on the first day of the
Company's fiscal year (a "Plan Year") are eligible to participate in the
Directors' Plan. Under the Directors' Plan, the nonemployee Director may
designate the amount of that portion of the Director's annual compensation which
is payable, without regard to the number of Board or committee meetings attended
or committee positions held (the "Retainer"), which can be invested in stock
options (an "Option") under the Directors' Plan. A Director shall be permitted
to invest in an Option under the Directors' Plan only if the total amount
invested by that Director is equal to at least 25% of the Retainer. To the
extent a Director elects to invest all or a portion of the Retainer for a Plan
Year, an Option shall be granted on the first day of such Plan Year for that
number of shares of Common Stock ("Shares") equal to 150% of the amount of the
Retainer invested divided by the value of an Option for one Share on the
valuation date. For this purpose, value shall be determined by the Black-Scholes
option pricing model, as applied by the Compensation Committee.
Subject to the expiration or earlier termination of the Option, 100% of the
Option shall become exercisable on the first anniversary of the date of grant.
An Option shall expire ten years from the date the Option is granted and shall
be subject to earlier termination as provided below. Once an Option becomes
exercisable, it may thereafter be exercised, wholly or in part, at any time
prior to its expiration or termination. In the event of the Director's
termination from service on the Board of Directors, an outstanding Option may be
exercised only to the extent it was exercisable on the date of such termination
and shall expire two years after such termination, or on its stated expiration
date, whichever occurs first. Notwithstanding the above, in the event of a
termination for cause, as determined by the Compensation Committee, all
unexercised Options shall be forfeited.
EXECUTIVE COMPENSATION
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The executive compensation program of the Company is administered by the
Compensation Committee of the Board of Directors (the "Committee"), which is
comprised of three nonemployee Directors. The Committee periodically evaluates
the executive compensation program to assure that it is reasonable, equitable,
and competitive. The Committee considers the
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<PAGE> 8
recommendations of independent compensation specialists in evaluating
compensation levels, plan design, and administration.
Compensation Philosophy
The Committee administers each aspect of the executive compensation program
in a manner that emphasizes the Company's primary long-term goals, which are the
creation of consistent earnings growth and the enhancement of shareholder value
in the Company's Common Stock. The Committee considers these goals to be
attainable by maintaining continuity within an experienced, professional and
technically proficient executive group. The compensation program is therefore
designed (a) to be competitive with other similarly situated companies, (b) to
be equitable by offering a reasonable level of base compensation, and (c) to
align the interests of the executives with those of the shareholders. The
primary compensation arrangements, tailored to fulfill this philosophy and
utilized by the Committee in various combinations, are as follows:
Base Salary
Each year, the Committee reviews the contribution made to the Company's
performance by each senior executive and approves the executive's base salary.
The base salary represents the Company's ongoing compensation commitment and
forms the foundation for the executive compensation program. The Committee
ensures that a competitive base salary is maintained for each executive by
periodically reviewing the results of independent national survey data for
comparable positions in companies with a dollar sales volume similar to Flowers.
Bonus Plan
The Company's Bonus Plan provides for an annual incentive bonus, which is
expressed as a percentage of base salary, varying by position with the Company.
A bonus is awarded upon the Company's attainment of a specified earnings goal.
In addition, the Bonus Plan is designed to provide the executive an increased
award, limited to an amount determined as twice the bonus percentage established
for the executive's position multiplied by the executive's base salary, if
actual earnings significantly exceed the goal. Correspondingly, the Bonus Plan
is designed to provide the executive a lesser award if actual earnings fall
below the goal, and no award at all if actual earnings fall below eighty percent
of the goal. This mechanism provides motivation for the executive to continue to
strive for improved earnings in any given year, regardless of the fact that the
goal may, or may not, be obtained.
Stock Incentive Plans
In keeping with the Committee's philosophy that the element of shareholder
risk is an essential compensation tool, stock based incentives comprise a
significant portion of the compensation program for the persons listed in the
Summary Compensation Table. The Committee believes that continuation of stock
based incentives is fundamental to the enhancement of shareholder value.
In years prior to fiscal 1993, the Committee granted stock options under
the Company's 1982 Incentive Stock Option Plan (the "1982 Plan"). The 1982 Plan
expired on October 15, 1992, and therefore no additional grants will be made
under the 1982 Plan, although the individuals in the executive group have
available currently exercisable options granted under the 1982 Plan with
expiration dates up to the year 2001.
The 1989 Executive Stock Incentive Plan, as amended (the "ESIP"), is the
Company's ongoing intermediate and long-term incentive plan. The ESIP provides
the Committee an opportunity to make a variety of stock based awards while
selecting the form that is the most appropriate for the Company and the
executive group. The three types described below contain elements which focus
the executive's attention on one of the Company's primary goals, the enhancement
of shareholder value.
NON-QUALIFIED STOCK OPTIONS: During fiscal 1996, the Committee granted
non-qualified stock options under the ESIP (the "1996 Options"). The 1996
Options are exercisable at any time, commencing on the first anniversary of the
grant date, until the year 2005. The executives are required to pay the market
value of the shares, determined as of the grant date, which was $8.44 (the
"Option Price"). The executives have no rights as shareholders with respect to
the common shares subject to the 1996 Options until payment of the Option Price.
The 1996 Options are subject to forfeiture in the event of termination of
employment, other than for retirement, disability, death, termination without
cause, or termination for any reason which the Committee determines should not
result in forfeiture.
During fiscal 1998, the Committee granted non-qualified stock options under
the ESIP (the "1998 Options"). The 1998 Options are exercisable at any time,
commencing on the fourth anniversary of the grant date, until the year 2008. The
executives are required to pay the market value of the shares, determined as of
the grant date, which was $21.00 (the
6
<PAGE> 9
"Option Price"). The executives have no rights as shareholders with respect to
the common shares subject to the 1998 Options until payment of the Option Price.
The 1998 Options are subject to forfeiture in the event of termination of
employment, other than for retirement, disability, death, termination without
cause, or termination for any reason which the Committee determines should not
result in forfeiture.
EQUITY INCENTIVE AWARDS: During fiscal 1992, the Committee granted an award
under the ESIP referred to as the Equity Incentive Award (the "1992 Award"). The
executives were required to pay one half of the market value of the shares,
determined as of the award date, no later than the termination of the last
restrictions on the 1992 Award. The restrictions on the shares of the 1992 Award
terminated ratably over the five-year period which ended November 15, 1996. The
unvested shares were subject to forfeiture in the event of termination of
employment, other than for retirement, disability, death, termination without
cause, or termination for any reason that the Committee determined should not
result in forfeiture, prior to November 15, 1996. The executives were entitled
to vote the shares and receive the common stock dividend during the period in
which the shares were subject to forfeiture. These shares fully vested in fiscal
1997 and all shares were purchased by the executives.
Consistent with the Committee's philosophy of aligning executive
compensation with the shareholders' market appreciation goal, the 1992 Award
provided that in the event the per share market value of the Common Stock
reached or exceeded target per share market values of $8.00 and $10.22 prior to
the expiration of the 1992 Award on November 15, 1996, the recipient would
receive additional shares. During fiscal 1993, the Common Stock target market
value of $8.00 per share was attained and additional shares equal to one-half of
the 1992 Award were granted, subject to the same terms and conditions as the
1992 Award but with a three year ratable period during which the restrictions
lapsed and at a purchase price of $4.00 per share. These additional shares fully
vested in fiscal 1996 and all shares were purchased by the executives. During
fiscal 1996, the Common Stock target market value of $10.22 per share was
attained and additional shares equal to one-half of the 1992 Award were granted,
subject to the same terms and conditions as the 1992 Award but with a three year
ratable period during which the restrictions will lapse and at a purchase price
of $5.11 per share. The shares fully vested in fiscal 1999 and all shares were
purchased by the executives.
RESTRICTED STOCK AWARDS: During the twenty-seven week transition period
ended January 3, 1998, the Committee granted an award under the ESIP referred to
as the June 1997 Restricted Stock Award (the "June 1997 Award"). The executives
are required to pay one-half of the market value of the shares, determined as of
the grant date, which was $8.75. The restrictions on the shares under the June
1997 Award lapse on June 15, 2001. The unvested shares are subject to forfeiture
in the event of termination of employment, other than for retirement,
disability, death, termination without cause, or termination for any reason that
the Committee determines should not result in forfeiture, prior to June 15,
2001. The executives are entitled to vote the shares and receive the Common
Stock dividend during the period in which the shares are subject to forfeiture.
Consistent with the Committee's philosophy of aligning executive
compensation with the shareholders' market appreciation goal, the June 1997
Award provided that in the event the per share market value of the Common Stock
reached or exceeded a targeted average high and low per share market value of
$25.63 prior to the expiration of the June 1997 Award on June 15, 2001, the
recipient would receive additional shares. During fiscal 1998, the Common Stock
targeted average high and low per share market value of $25.63 was attained and
additional shares equal to the June 1997 Award were granted, subject to the same
terms and conditions as the June 1997 Award but with a two year restriction
period that expired on March 10, 2000.
During fiscal 1999, the Committee granted an award under the ESIP to George
Deese, President of Flowers Bakeries, Inc. and Gary L. Harrison, President of
Mrs. Smith Bakeries, Inc., referred to as the January 1999 Restricted Stock
Award (the "January 1999 Award"). Each executive was granted 100,000 shares
under the January 1999 Award. The executives are required to pay one-half of the
market value of the shares, determined as of the grant date, which was $12.06.
The restrictions on the shares under the January 1999 Award terminate over a
four year period, which ends March 1, 2003, provided certain earnings goals are
attained by each subsidiary. If certain earnings goals are attained, 50,000 of
the shares vest on March 1, 2002 and, provided certain other earnings goals are
attained, the remaining shares vest on March 1, 2003. The unvested shares are
subject to forfeiture in the event of termination of employment, other than for
retirement, disability, death, termination without cause, or termination for any
reason that the Committee determines should not result in forfeiture, prior to
March 1, 2003. The executives are entitled to vote the shares and receive the
Common Stock dividend during the period in which the shares are subject to
forfeiture.
During fiscal 1999, the Committee granted an award under the ESIP referred
to as the June 1999 Restricted Stock Award (the "June 1999 Award"). The
executives are required to pay one-half of the market value of the shares,
determined as of the grant date, which was $10.84. The restrictions on the
shares under the June 1999 Award lapse on June 15, 2003. The unvested shares are
subject to forfeiture in the event of termination of employment, other than for
retirement, disability, death, termination without cause, or termination for any
reason that the Committee determines should not result in
7
<PAGE> 10
forfeiture, prior to June 15, 2003. The executives are entitled to vote the
shares and receive the Common Stock dividend during the period in which the
shares are subject to forfeiture.
Compensation of Chief Executive Officer
During fiscal 1999, Mr. McMullian received a base salary of $850,000, which
amount was determined by the Committee to be appropriate in consideration of the
Company's performance, Mr. McMullian's leadership and contribution to the
Company's performance and market conditions. In accordance with the terms of the
Bonus Plan, Mr. McMullian did not receive a bonus for fiscal 1999.
During fiscal 1999, Mr. McMullian was granted the right to purchase 83,800
shares of the Company's Common Stock under the terms of the June 1999 Award.
Deductibility of Compensation Expenses
The Company is not allowed a federal income tax deduction for compensation
paid to certain executive officers in excess of $1 million, except to the extent
such compensation constitutes "performance based compensation" as defined by the
Internal Revenue Code. The Committee believes that the provisions of the Bonus
Plan and the additional grant feature of Restricted Stock Awards made under the
ESIP will result in performance based compensation and the Company will not lose
any federal income tax deduction for compensation paid under these compensation
programs. The Committee will consider this deduction limitation during future
deliberations and will continue to act in the best interests of the Company.
Summary
The Committee believes the base salary and the Bonus Plan provide an
efficient and effective mechanism to reward the executive group for the daily
leadership required to maximize the Company's current performance. Additionally,
the stock-based awards granted under the ESIP serve to align the long term
interests of the executives with those of the shareholders so that decisions are
made as owners of the Company.
The Compensation Committee
of the Board of Directors
Joseph L. Lanier, Jr., Chairman
Edward L. Baker
Franklin L. Burke
8
<PAGE> 11
STOCK PERFORMANCE GRAPH
<TABLE>
<CAPTION>
FLOWERS INDUSTRIES, INC. FOODS-500 S&P 500 INDEX
------------------------ --------- -------------
<S> <C> <C> <C>
12/31/94 100.00 100.00 100.00
12/30/95 104.90 127.56 137.54
1/4/97 194.07 151.12 170.78
1/3/98 282.26 218.93 226.58
1/2/99 337.71 234.41 289.95
1/1/00 231.42 184.41 350.96
</TABLE>
Companies in the S&P Foods-500 Index are weighed by market capitalization
indexed to $100 at January 1, 1994. All dividends are deemed reinvested over the
reported period.
9
<PAGE> 12
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation of the Company's Chief Executive Officer and each of the four other
most highly compensated Executive Officers of the Company for the periods
indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------- ----------------------------------------
RESTRICTED LONG TERM ALL
OTHER STOCK OPTION INCENTIVE OTHER
NAME AND FISCAL SALARY BONUS COMP. AWARDS AWARDS PAYOUTS COMP.
PRINCIPAL POSITION YEAR $ $ $ $ # $ $
- -------------------------------------- ------ ------- ------- ----- ---------- ------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amos R. McMullian 1999 850,000 0 0 908,392 0 0 0
Chairman of the Board and 1998 736,000 552,000 0 730,509 198,000 0 0
Chief Executive Officer 1997T(1) 313,096 187,858 0 498,593 0 0 0
1997(2) 505,680 505,680 0 0 0 0 0
Robert P. Crozer 1999 725,000 0 0 531,160 0 0 0
Vice Chairman of the Board 1998 579,616 405,731 0 279,399 146,000 0 0
1997T(1) 211,327 105,663 0 190,698 0 0 0
1997(2) 389,235 311,388 0 0 0 0 0
Jimmy M. Woodward 1999 260,000 25,000 0 123,576 0 0 0
Vice President and Chief Financial 1998 238,462 90,769 0 39,200 28,000 0 0
Officer 1997T(1) 62,831 34,400 0 26,750 0 0 0
1997(2) 109,846 71,585 0 0 0 0 0
George E. Deese 1999 353,600 0 0 1,413,044 0 0 0
President and Chief Operating 1998 345,700 156,900 0 192,249 47,500 0 0
Officer, Flowers Bakeries, Inc. 1997T(1) 162,623 73,180 0 131,215 0 0 0
1997(2) 268,695 188,087 0 0 0 0 0
Gary L. Harrison 1999 353,600 0 0 1,413,044 0 0 0
President and Chief Operating 1998 345,700 0 0 192,249 47,500 0 0
Officer, Mrs. Smith's Bakeries, Inc. 1997T(1) 162,623 73,180 0 131,215 0 0 0
1997(2) 268,695 263,087 0 0 0 0 0
</TABLE>
- ----------------------------------------
(1) Represents the twenty-seven week transition period ended January 3, 1998.
(2) Represents the fifty-two week fiscal year ended June 28, 1997.
The individuals set forth in the table above held the following aggregate
shares under the June 1997 Restricted Stock Award, January 1999 Restricted Stock
Award and June 1999 Restricted Stock Award, granted under the 1989 Executive
Stock Incentive Plan, subject to the restrictions of each grant, and valued at
the fiscal year end closing market price ($15.9375), less the price required to
be paid by the individual at the time the restrictions lapse: Messrs. McMullian
197,764 shares, $1,014,370; Crozer 92,588 shares, $474,365; Woodward 27,359
shares, $201,012; Deese 149,092 shares, $639,646; and Harrison 149,092 shares,
$639,646. The shares are entitled to receive any dividends paid on the Common
Stock.
10
<PAGE> 13
No options were granted in fiscal 1999. The following table provides
information on option exercises during fiscal 1999 by the named executive
officer and the value, at the fiscal year end closing price ($15.9375), of
unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT YEAR END AT YEAR END
(#) ($)
SHARES ACQUIRED VALUE --------------- --------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------- --------------- -------- --------------- --------------
<S> <C> <C> <C> <C>
Amos R. McMullian 0 0 NONE/198,000 NONE/NONE
Robert P. Crozer 0 0 269,294/146,000 2,388,656/NONE
Jimmy M. Woodward 0 0 NONE/28,000 NONE/NONE
George E. Deese 0 0 90,000/47,500 674,775/NONE
Gary L. Harrison 0 0 145,544/47,500 1,229,316/NONE
</TABLE>
SEVERANCE POLICY
The Company's Severance Policy (the "Policy") would pay one year's
compensation to any employee (including those who are members of a collective
bargaining unit and bargain to be included in the Policy) who is actually or
constructively terminated, other than for good cause, following a Change in
Control, as defined in the Company's benefit plans.
SEPARATION AGREEMENTS
The Company has entered into separation agreements with certain of its
Executive Officers as such term is defined under the 1934 Act. These agreements
serve as memoranda of the Change in Control provisions which have been
authorized by the Company in its benefit plans, and provide additional benefits,
including relocation benefits and certain welfare benefits in the event of
termination of employment following a Change in Control, except that these
benefits are to be reduced to the extent benefits are received under the
Severance Policy described above. The Agreements also provide for gross-up
payments to neutralize any excise taxes imposed on payments subject to Section
4999 of the Internal Revenue Code, or additional income taxes on those payments.
The Compensation Committee may select, in its sole discretion, any additional
executives to be offered such separation agreements.
RETIREMENT PLAN
The Flowers Industries, Inc. Retirement Plan No. 1 (the "Retirement Plan")
provides a pension upon retirement on or after age 65 to qualified employees of
the Company and its adopting subsidiaries. The pension is the sum of annual
credits earned during employment. Currently, each annual credit is 1.35 percent
of the first $10,000 of W-2 earnings, subject to certain exclusions, for each
year of service and 2 percent of W-2 earnings, subject to certain exclusions, in
excess of $10,000 each year for each year of service. The table below includes
the estimated amounts which would be payable to the persons indicated upon their
retirement at age 65 under the provisions of the Retirement Plan as supplemented
by the Company's Supplemental Executive Retirement Plan described immediately
below and assuming that payment is made in the form of a 50% joint and survivor
annuity.
DISCLOSURE FOR CERTAIN INDIVIDUALS
<TABLE>
<CAPTION>
CREDITED YEARS PROJECTED
OF SERVICE ANNUAL BENEFIT
-------------- --------------
<S> <C> <C>
Amos R. McMullian 36 $319,368
Robert P. Crozer 26 $336,959
Jimmy M. Woodward 14 $149,793
George E. Deese 35 $182,686
Gary L. Harrison 43 $133,724
</TABLE>
11
<PAGE> 14
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company's 1990 Supplemental Executive Retirement Plan provides a
supplemental retirement income benefit for any executive who is a participant in
the Retirement Plan, if his Retirement Plan benefit is subject to certain
restrictions which apply to tax-qualified plans. The supplemental benefit is
equal to the excess of (i) the benefit he would have received according to the
Retirement Plan formula had he not been subject to limitations on maximum
benefits or pensionable compensation which may be provided by tax-qualified
plans over (ii) the amount he will receive from the Retirement Plan as so
limited. The 1990 Supplemental Executive Retirement Plan is not tax-qualified.
The purpose of the Plan is to ensure that each participating executive's total
retirement income benefits will equal the amounts that would have been payable
to him under the Retirement Plan absent said limitations. Payments pursuant to
this Plan will be calculated in the form of a life only annuity, and the
actuarial equivalent thereof will be paid in the form which the participating
executive has elected for purposes of the Retirement Plan. Payments will be made
from the Company's general assets. Payments will be made at the same time as the
participant's distributions from the Retirement Plan, except in the event of a
Change in Control, in which event the actuarial equivalent of anticipated
payments will be paid immediately in a lump sum. Accruals under this Plan during
fiscal 1999 amounted to $1,282,357 and $52,297 was distributed from the Plan
during fiscal 1999.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Under the terms of an agreement between the Company and Merrily Plantation,
Inc. ("Merrily"), the Company is granted the use of approximately 6,000 acres of
land owned by Merrily, together with the use of lodging, dining, and conference
room facilities located thereon. The facilities are used primarily for the
entertainment of customers. During the last fiscal year, the Company paid
Merrily $92,370. The Company has surveyed facilities comparable to Merrily to
assess the relative quality and cost of such facilities and has determined that
the amount paid to Merrily for the use of its facilities is competitive with
that charged for the use of comparable facilities. The Company has further
determined that the use of the Merrily facilities in the past has been
beneficial to the business of the Company and that its continued use for the
entertainment of customers is in the Company's best interest. All of the
outstanding capital stock of Merrily is owned by the three children of W. H.
Flowers, the retired Chairman of the Board of Directors of the Company, and the
Fontaine Flowers McFadden Merrily Trust, a trust formed for the benefit of the
descendants of a deceased daughter of W. H. Flowers. One of such shareholders is
the spouse of J. V. Shields, Jr., who is a Director-nominee herein; another of
such shareholders is the spouse of Robert P. Crozer, who is Vice Chairman of the
Board and a Director of the Company; and another of such shareholders is the
spouse of C. Martin Wood III, who is a Director of the Company.
PROPOSAL TWO
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Action is to be taken at the Meeting concerning the selection of the
Company's independent accountants for fiscal year 2000. PricewaterhouseCoopers
LLP, which acted as the Company's independent accountants during the last fiscal
year, is being recommended for selection as the Company's independent
accountants for fiscal year 2000.
Representatives of PricewaterhouseCoopers LLP will be present at the
Meeting and will be available to respond to appropriate questions. Such
representatives will be offered the opportunity to make a statement if they
desire to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
FOR FISCAL YEAR 2000.
12
<PAGE> 15
SHAREHOLDERS' PROPOSALS
Any shareholder of the Company who wishes to present a proposal to be
considered at the 2001 Annual Meeting of Shareholders must deliver such proposal
in writing to the Secretary of the Company by December 22, 2000 in order for it
to be included in the proxy materials for the 2001 Annual Meeting of
Shareholders. Pursuant to the rules under the 1934 Act, the Company may use
discretionary authority to vote proxies with respect to shareholder proposals to
be presented in person at the 2001 Annual Meeting of Shareholders if the
shareholder making the proposal has not given notice to the Company by March 7,
2001.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 2000, which has been filed with the SEC pursuant to the 1934
Act, may be obtained without charge by written request to Shareholder Relations
Department, Flowers Industries, Inc., 1919 Flowers Circle, Thomasville, GA
31757.
FLOWERS INDUSTRIES, INC.
G. ANTHONY CAMPBELL
Secretary
1919 Flowers Circle
Thomasville, Georgia 31757
13
<PAGE> 16
* FOLD AND DETACH HERE *
- -------------------------------------------------------------------------------
FLOWERS INDUSTRIES, INC.
1919 FLOWERS CIRCLE
THOMASVILLE, GEORGIA 31757
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Amos R. McMullian, Robert P. Crozer and
G. Anthony Campbell, and each of them, with power of substitution in each,
proxies to appear and vote, as designated below, all Common Stock of Flowers
Industries, Inc. held of record on April 7, 2000, by the undersigned, at the
Annual Meeting of Shareholders to be held on May 31, 2000, and at all
adjournments thereof. Management recommends a vote in favor of all nominees
listed in Item 1 and in favor of Proposal 2.
1. Election of Directors.
[ ] FOR ALL NOMINEES [ ] WITHHOLD [ ] FOR ALL EXCEPT
Nominees: Joe E. Beverly, Amos R. McMullian, J.V. Shields, Jr.
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. Proposal to select PricewaterhouseCoopers LLP as independent accountants for
the Company for fiscal year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE RETURN ENVELOPE.
<PAGE> 17
FLOWERS INDUSTRIES, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy.
Your vote is important and we encourage you to exercise your right to vote your
shares. Please mark the boxes on the other side of this Proxy card to indicate
your vote. Then sign the card, detach it, and return it in the enclosed
postage-paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders on May
31, 2000.
Thank you.
Flowers Industries, Inc.
MARK VOTE ON OTHER SIDE
*FOLD AND DETACH HERE*
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED. IF NO
INDICATION IS MADE, IT WILL BE VOTED IN FAVOR OF ALL DIRECTOR-NOMINEES AND IN
FAVOR OF PROPOSAL 2.
SIGNED:___________________________________
(Please sign exactly as your name appears
on this proxy. When shares are held by
joint tenants, both should sign. When
signing in a fiduciary or representative
capacity, give full title as such.)
DATED: ___________________________________
