<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
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 Rule 14a-11(c) or Rule 14a-12
STARBUCKS 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] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
LOGO
Seattle, Washington
January 1, 1998
Dear Shareholders:
You are cordially invited to attend the Starbucks Corporation Annual
Meeting of Shareholders on Thursday, February 5, 1998 at 10:00 a.m. (Pacific
Time). The meeting will be held at The Paramount Theatre, 911 Pine Street,
Seattle, Washington. Directions to The Paramount Theatre appear on the back
cover of this Notice of Annual Meeting and Proxy Statement.
The matters to be acted upon are described in the accompanying Notice of
Annual Meeting and Proxy Statement. At the meeting, we will also report on
Starbucks operations and respond to any questions you may have.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED, POSTAGE-PREPAID
ENVELOPE IN ORDER TO ENSURE THAT YOUR VOTE IS COUNTED. IF YOU ATTEND THE
MEETING, YOU WILL, OF COURSE, HAVE THE RIGHT TO REVOKE THE PROXY AND VOTE YOUR
SHARES IN PERSON.
Very truly yours,
/s/ HOWARD SCHULTZ
Howard Schultz
chairman and
chief executive officer
<PAGE> 3
STARBUCKS CORPORATION
2401 UTAH AVENUE SOUTH
SEATTLE, WASHINGTON 98134
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ON
FEBRUARY 5, 1998
The Annual Meeting of Shareholders of Starbucks Corporation, (the
"Company") will be held at The Paramount Theatre, 911 Pine Street, Seattle,
Washington, on Thursday, February 5, 1998, at 10:00 a.m. (Pacific Time) for the
following purposes:
1. To elect three Class 2 directors to serve until the Annual Meeting of
Shareholders for fiscal year 2000 and until their respective successors
are elected and qualified;
2. To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending September 27, 1998; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on December 15, 1997
will be entitled to notice of and to vote at the Annual Meeting of Shareholders
and any adjournments thereof.
The Company's Proxy Statement is attached hereto. Financial and other
information concerning the Company is contained in the enclosed Annual Report
for the fiscal year ended September 28, 1997.
By Order of the Board of Directors,
/s/ G. SCOTT GREENBURG
-----------------------------------
G. Scott Greenburg
secretary
Seattle, Washington
January 1, 1998
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN
THE ENCLOSED, POSTAGE-PREPAID ENVELOPE TO ENSURE THE PRESENCE OF A QUORUM FOR
THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY, OF COURSE, REVOKE THE PROXY AND
VOTE IN PERSON.
<PAGE> 4
STARBUCKS CORPORATION
2401 UTAH AVENUE SOUTH
SEATTLE, WASHINGTON 98134
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished by and on behalf of the Board of
Directors of Starbucks Corporation, a Washington corporation ("Starbucks" or the
"Company") in connection with the solicitation of proxies for use at the Annual
Meeting of Shareholders of the Company (the "Annual Meeting") for the fiscal
year ended September 28, 1997 ("fiscal 1997") to be held at 10:00 a.m. (Pacific
time) on Thursday, February 5, 1998 at The Paramount Theatre, 911 Pine Street,
Seattle, Washington and at any adjournment thereof. Directions to The Paramount
Theatre are provided on the back cover of this Proxy Statement.
A shareholder who delivers an executed proxy pursuant to this solicitation
may revoke it at any time before it is exercised by (i) executing and delivering
a later dated proxy card to the Secretary of the Company prior to the Annual
Meeting, (ii) delivering written notice of revocation of the proxy to the
Secretary of the Company prior to the Annual Meeting or (iii) attending and
voting in person at the Annual Meeting. Attendance at the Annual Meeting, in and
of itself, will not constitute a revocation of a proxy. Proxies will be voted as
specified by the shareholder or shareholders granting the proxy. Unless contrary
instructions are specified, if the enclosed proxy is executed and returned (and
not revoked) prior to the Annual Meeting, the shares of common stock, no par
value per share ("Common Stock"), of the Company represented thereby will be
voted for (1) the election of the directors nominated by the Board of Directors;
(2) the ratification of the selection of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending September 27, 1998 ("fiscal
1998"), and in accordance with the best judgment of the named proxies on other
matters properly brought before the Annual Meeting.
The presence in person or by proxy of holders of a majority of the
outstanding shares of Common Stock is required to constitute a quorum for the
transaction of business at the Annual Meeting. Under Washington law and the
Company's Articles of Incorporation, if a quorum is present, a nominee for
election to a position on the Board of Directors will be elected as a director
if the votes cast for the nominee exceed the votes cast against the nominee and
exceed the votes cast for any other nominee for that position. Abstentions and
"broker non-votes" (shares held by a broker or nominee that does not have the
authority, either express or discretionary, to vote on a particular matter) are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business at the Annual Meeting. For the election of directors,
abstentions and broker non-votes will have the effect of neither a vote for nor
a vote against the nominee. Ratification of the selection of Deloitte & Touche
LLP as the Company's independent auditors and any other matter that properly
comes before the meeting requires the affirmative vote of a majority of the
shares of Common Stock represented in person or by proxy and entitled to vote on
the matter. Accordingly, abstention and broker non-votes, because they are not
affirmative votes, will have the effect of a vote against the proposal. Proxies
and ballots will be received and tabulated by ChaseMellon Shareholder Services,
L.L.C., the Company's transfer agent and the inspector of elections for the
Annual Meeting.
This Proxy Statement and the enclosed proxy card will be first mailed on or
about January 2, 1998 to the Company's shareholders of record on December 15,
1997 (the "Record Date").
The expense of preparing, printing and mailing this Proxy Statement and the
proxies solicited hereby will be borne by the Company. Proxies will be solicited
by mail and may also be solicited by directors, officers and other employees of
the Company, without additional remuneration, in person or by telephone or
facsimile transmission. The Company will also request brokerage firms, banks,
nominees, custodians and fiduciaries to forward proxy materials to the
beneficial owners of shares of Common Stock as of the record date and will
reimburse such persons for the cost of forwarding the proxy materials in
accordance with customary practice. The Company has retained ChaseMellon
Shareholder Services, L.L.C., to aid in the solicitation of proxies.
<PAGE> 5
Your cooperation in promptly signing and returning the enclosed proxy card will
help to avoid additional expense.
At the close of business on the Record Date, there were 86,279,297 shares
of Common Stock (the "Shares") outstanding and there were no outstanding shares
of any other class of stock. Holders of Shares authorized to vote are entitled
to cast one vote per Share on all matters.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Amended and Restated Bylaws of the Company provide that the Board of
Directors shall be divided into three classes, with such classes to be as nearly
equal in number as the total number of directors constituting the entire Board
permits. As of September 28, 1997, the Company's Board of Directors consisted of
eight members, with two members in Class l and three members in each of Classes
2 and 3. Upon the expiration of the term of a class of directors, nominees for
such class are elected to serve for a term of three years and until their
respective successors have been elected and qualified. The current terms of the
Class 2 directors, Messrs. Jeffrey H. Brotman, Arlen I. Prentice and Orin C.
Smith, expire upon the election and qualification of the directors to be elected
at the Annual Meeting. The Board of Directors has nominated Messrs. Brotman,
Prentice and Smith for reelection to the Board of Directors at the Annual
Meeting, to serve until the Annual Meeting of Shareholders for fiscal 2000,
expected to be held in early 2001. The terms of the Class 1 directors and Class
3 directors expire at the Annual Meetings of Shareholders for fiscal 1999 and
fiscal 1998, respectively.
Unless otherwise directed, the persons named in the proxy intend to vote
all proxies FOR the election of Messrs. Brotman, Prentice and Smith to the Board
of Directors. The nominees have consented to serve as directors of the Company
if elected. If at the time of the Annual Meeting, Mr. Brotman, Mr. Prentice or
Mr. Smith is unable or declines to serve as a director, the discretionary
authority provided in the enclosed proxy will be exercised to vote for a
substitute candidate designated by the Board of Directors. The Board of
Directors has no reason to believe that any of the nominees will be unable or
will decline to serve as a director.
Set forth below is certain information furnished to the Company by the
director nominees and by each of the incumbent directors whose terms will
continue following the Annual Meeting.
INFORMATION ABOUT THE NOMINEES
Class 2 Directors; term expires at the Annual Meeting of Shareholders for fiscal
1997:
JEFFREY H. BROTMAN, 55, has been a director of the Company since March
1989. Mr. Brotman is a founder of Costco Wholesale Corporation (now known as
Costco Companies, Inc.), a membership-only wholesale club, and a number of other
specialty retail chains. Mr. Brotman, presently the chairman of Costco
Companies, Inc., served as the chairman of the Board of Directors of Costco
Wholesale Corporation, the predecessor to Costco Companies, Inc., from its
inception in 1983 to October 1993. He is a member of the Board of Directors of
Seafirst Bank; The Sweet Factory, a candy retailer; and Garden Botanika, Inc., a
cosmetics and skin care retailer.
ARLEN I. PRENTICE, 60, has been a director of the Company since February
1986. Mr. Prentice is a founder of Kibble & Prentice, Inc., a financial services
firm. Mr. Prentice has served as a co-chairman and the chief executive officer
of Kibble & Prentice, Inc. since June 1972. Mr. Prentice presently serves as a
director of Western Drug Distributors (d/b/a Drug Emporium Northwest); Northland
Telecommunications Corporation; Percon, Inc., a distributor of bar code systems;
and Flow International Inc., a manufacturer and distributor of high pressure
water jet cutting systems.
ORIN C. SMITH, 55, has been a director of the Company since January 1996.
Mr. Smith has served as president and chief operating officer of the Company
since June 1994. From March 1990 to June 1994, Mr. Smith served as the Company's
vice president and chief financial officer and later as its executive vice
president and chief financial officer. Mr. Smith presently serves as a director
of Oakley, Inc., a designer, manufacturer and distributor of high-performance
sunglasses and goggles.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
2
<PAGE> 6
INFORMATION ABOUT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTER THE ANNUAL
MEETING
Class 1 Directors; terms expire at the Annual Meeting of Shareholders for fiscal
1999:
HOWARD P. BEHAR, 53, has been a director of the Company since January 1996.
Mr. Behar has served as president of Starbucks Coffee International, Inc. since
June 1994. From February 1993 to June 1994, Mr. Behar served as the Company's
executive vice president, Sales and Operations. From February 1991 to February
1993, Mr. Behar served as senior vice president, Retail Operations of the
Company and from August 1989 to January 1991, he served as the Company's vice
president, Retail Stores.
JAMES G. SHENNAN, JR., 56, has been a director of the Company since March
1990. Mr. Shennan has served as a general partner of Trinity Ventures, a venture
capital organization, since 1989. From 1986 to 1988, he served as the president
and chief executive officer of Addison Consultancy Group, a marketing consulting
firm. Prior to that time, Mr. Shennan served as the president and chief
executive officer of Aidcom International, PLC (a predecessor of Addison
Consultancy Group), a publicly-held marketing services company located in the
United Kingdom and its predecessor, S&O Consultants, an international marketing,
design and research consulting organization. Mr. Shennan also serves on the
Board of Directors of a number of privately-held, consumer-oriented companies in
which Trinity Ventures is an investor.
Class 3 Directors; terms expire at the Annual Meeting of Shareholders for fiscal
1998:
CRAIG J. FOLEY, 53, has been a director of the Company since March 1990.
Mr. Foley has served as president of Wickham Capital Corp., a venture capital
firm, since February 1994. He has also served as a principal of Phillips-Smith
Specialty Retail Group, a venture capital firm, since April 1994. From February
1982 to February 1994, Mr. Foley served on the Board of Directors of Chancellor
Capital Management, Inc., (formerly, Citicorp Investment Management) and, as
managing director of its Alternative Asset Management Group, served as a
financial advisor to various entities. Mr. Foley currently serves as a director
of the EuroEnterprise and CITITECH, both of which are offshore closed-end funds;
Jamba Juice, a retailer of juice-based products; We're Entertainment, a retailer
of collectibles; and PAWN X-CHANGE, an operator of pawn shops.
HOWARD SCHULTZ, 44, is the founder of the Company and has been chairman of
the board and chief executive officer since its inception in 1985. From 1985 to
June 1994, Mr. Schultz was also the Company's president. From September 1982 to
December 1985, Mr. Schultz was the director of retail operations and marketing
for Starbucks Coffee Company, a predecessor to the Company; and from January
1986 to July 1987, he was the chairman of the board, chief executive officer,
and president of Il Giornale Coffee Company, a predecessor to the Company.
BARBARA BASS, 46, has been a director of the Company since January 1996.
Since 1993, Ms. Bass has been the president of Gerson Bakar Foundation. From
1989 to 1992, Ms. Bass was president and chief executive officer of the Emporium
Weinstock Division of Carter Hawley Hale Stores, Inc. She is on the Board of
Directors of DFS Group Limited, a retailer of luxury branded merchandise; The
Bombay Company, Inc., a retailer of traditional furniture and accessories; and
bebe, a retailer of contemporary sportswear and accessories.
COMMITTEES
The Company's Board of Directors has standing Compensation, Special
Compensation and Audit Committees, but does not have a standing nominating
committee. The members of each Committee and the functions performed thereby are
described below:
Compensation Committee. During fiscal 1997, the Compensation Committee was
comprised of Mr. Prentice (Chairman), Ms. Bass and Mr. Foley. The Compensation
Committee is responsible for setting compensation philosophy for the Company and
determining compensation and other benefits for the Company's senior executive
officers. The Compensation Committee also administers certain of the Company's
Stock Option Plans.
3
<PAGE> 7
Special Compensation Committee. The Special Compensation Committee is
comprised of Mr. Foley and Ms. Bass, both of whom qualify as "non-employee
directors" as such term is defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Special
Compensation Committee reviews and approves remuneration of certain executive
officers of the Company, including, but not limited to the chairman, president
and president of Starbucks Coffee International, Inc. The Special Compensation
Committee is also charged with the administration of the Executive Management
Bonus Plan and the selection of the annual objective measurement criteria under
such plan.
Audit Committee. During fiscal 1997, the Audit Committee was comprised of
Mr. Shennan (Chairman), Ms. Bass and Mr. Brotman. The Audit Committee reviews
the planned scope of the services of the Company's independent auditors, reviews
financial statements and the auditors' opinion letter, recommends the
independent auditors for the following fiscal year, reviews the recommendations
of the independent auditors relating to accounting, internal controls, and other
matters and reviews internal controls and accounting procedures with the
Company's financial staff.
During fiscal 1997, the Compensation Committee met three times, the Special
Compensation Committee met three times, the Audit Committee met three times, and
the entire Board of Directors met four times. Each director attended at least 75
percent of all Board meetings and meetings of Committees on which they served
during the periods they served.
4
<PAGE> 8
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information concerning the beneficial
ownership of Common Stock of the Company of (i) those persons known by
management of the Company to own beneficially more than 5% of the Company's
outstanding Common Stock, (ii) the directors of the Company, (iii) the executive
officers named in the Summary Compensation Table set forth in the "Executive
Compensation" section of this Proxy Statement and (iv) all current directors and
officers of the Company as a group. Such information is provided as of December
1, 1997. According to the rules adopted by the SEC, a person is the "beneficial
owner" of securities if he or she has or shares the power to vote them or to
direct their investment or has the right to acquire beneficial ownership of such
securities within 60 days through the exercise of an option, warrant, right of
conversion of a security or otherwise. Except as otherwise noted, the indicated
owners have sole voting and investment power with respect to shares beneficially
owned. An asterisk in the percent of class column indicates beneficial ownership
of less than 1%, based upon 86,263,599 shares of Common Stock outstanding.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP CLASS
------------------------------------------------------- -------------------- ----------
<S> <C> <C>
Putnam Investments, Inc................................ 8,444,525(2) 9.8
Howard Schultz......................................... 3,584,026(3) 4.1
Orin C. Smith.......................................... 398,660(4) *
Howard P. Behar........................................ 123,333(5) *
Barbara Bass........................................... 23,500(6) *
Jeffrey H. Brotman..................................... 219,071(7) *
Craig J. Foley......................................... 52,700(8) *
Arlen I. Prentice...................................... 177,838(9) *
James G. Shennan, Jr................................... 220,898(10) *
Michael Casey.......................................... 48,538(11) *
Arthur I. Rubinfeld.................................... 83,385(12) *
All Directors and Executive Officers as a Group (25
persons)............................................. 5,684,483(13) 6.3
</TABLE>
- ---------------
(1) The address of Putnam Investments, Inc. is One Post Office Square, Boston,
Massachusetts 02109. The address of the directors and executive officers
listed is 2401 Utah Avenue South, Seattle, Washington 98134.
(2) Based upon a Schedule 13G filed with the Securities and Exchange Commission
by Marsh & McLennan Companies, Inc. ("M&MC"), Putnam Investments, Inc.
("PI"), Putnam Investment Management, Inc. ("PIM") and The Putnam Advisory
Company ("PAC"). PI, which is a wholly-owned subsidiary of M&MC, wholly
owns PIM and PAC, two registered investment advisors that manage accounts
for the benefit of their clients, mutual funds and institutional clients,
respectively. Both PIM and PAC have dispository power over shares
beneficially owned as investment advisors, but mutual fund trustees have
voting power over the shares held by each fund, and PAC shares voting power
over the shares held by institutional clients.
(3) Includes 1,858,553 shares subject to options exercisable on or before
January 30, 1998.
(4) Includes 382,894 shares subject to options exercisable on or before January
30, 1998.
(5) Includes 114,614 shares subject to options exercisable on or before January
30, 1998.
(6) Includes 20,000 shares subject to options exercisable on or before January
30, 1998.
(7) Includes 84,000 shares subject to options exercisable on or before January
30, 1998.
(8) Includes 51,500 shares subject to options exercisable on or before January
30, 1998.
(9) Includes 19,500 shares held by the Prentice Family Partnership, a general
partnership in which Mr. Prentice serves as a general partner, and 84,000
shares subject to options exercisable on or before January 30, 1998.
(10) Includes 23,330 shares held by Trinity Ventures II, L.P. ("TVII"), a
partnership of which Mr. Shennan is a general partner; 6,948 shares held by
Trinity Ventures III, L.P. ("TVIII"), a partnership of which Mr. Shennan is
a general partner and 34,680 shares held by the Shennan Family Partnership,
a partnership of which Mr. Shennan is a general partner, and 69,500 shares
subject to options exercisable on or before January 30, 1998.
(11) Includes 46,666 shares subject to options exercisable on or before January
30, 1998.
(12) Includes 83,384 shares subject to options exercisable on or before January
30, 1998.
(13) Includes 3,497,099 shares subject to options exercisable on or before
January 30, 1998.
5
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth the compensation paid to or earned by the
Company's chief executive officer and its four most highly compensated executive
officers whose salary and bonus exceeded $100,000 in fiscal 1997 (collectively
referred to herein as the "Named Executive Officers") during each of the
Company's last three fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------------
------------------- NUMBER OF ALL OTHER
FISCAL SALARY BONUS SECURITIES COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) UNDERLYING OPTIONS ($)
- ---------------------------------- ------ ------- ------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
HOWARD SCHULTZ 1997 740,385 487,500 400,000 26,241(1)
chairman and 1996 493,654 0 500,000 25,786(1)
chief executive officer 1995 333,269 201,000 430,000 24,440(1)
ORIN C. SMITH 1997 592,308 360,000 300,000 1,848(2)
president and 1996 394,231 0 250,000 2,231(2)
chief operating officer 1995 250,000 125,000 280,000 1,258(2)
HOWARD P. BEHAR 1997 355,962 180,000 150,000 2,346(3)
president, Starbucks 1996 252,885 0 100,000 1,588(3)
Coffee International, Inc. 1995 199,001 100,000 120,000 2,263(3)
MICHAEL CASEY 1997 273,510 110,000 20,000 3,398(6)
executive vice president, 1996 235,817 23,625(5) 0 0(6)
chief financial officer and 1995 32,761(4) 64,728(5) 100,000 0(6)
chief administrative officer
ARTHUR I. RUBINFELD 1997 246,731 100,000 20,000 1,838(7)
senior vice president, 1996 169,516 0 30,000 2,083(7)
Store Development 1995 156,860 62,964 30,000 1,729(7)
</TABLE>
- ---------------
(1) The amounts shown include (i) matching contributions by the Company to the
Company's 401(k) Plan on behalf of Mr. Schultz of $2,130, $1,500 and $1,222
in fiscal 1997, 1996 and 1995, respectively, and (ii) unreimbursed payments
by the Company of the insurance premium for a split dollar life insurance
policy originally issued in 1991 (the "1991 Policy") of $24,111, $24,286 and
$23,218 in fiscal 1997, 1996 and 1995, respectively. Amounts shown for
fiscal 1996 and 1995 have been adjusted from amounts previously reported
that reflected the entire insurance premiums paid for the 1991 Policy and a
policy issued in 1994, instead of the unreimbursed portion of the premiums
required to be reported.
(2) The amounts shown represent matching contributions by the Company to the
Company's 401(k) Plan on behalf of Mr. Smith.
(3) The amounts shown represent matching contributions by the Company to the
Company's 401(k) Plan on behalf of Mr. Behar.
(4) Mr. Casey was hired effective August 1, 1995.
(5) The amounts shown were paid in accordance with the offer letter to Mr. Casey
dated June 21, 1995.
(6) The amount shown represents a matching contribution by the Company to the
Company's 401(k) Plan on behalf of Mr. Casey. Mr. Casey was not eligible to
participate in the Company's 401(k) Plan during fiscal 1996 and 1995.
(7) The amounts shown represent matching contributions by the Company to the
Company's 401(k) Plan on behalf of Mr. Rubinfeld.
6
<PAGE> 10
STOCK OPTION GRANTS IN FISCAL 1997
The following table sets forth information regarding options granted to the
Company's Named Executive Officers during fiscal 1997 to purchase shares of the
Company's Common Stock. The Company has no outstanding stock appreciation
rights. In accordance with the rules of the Securities and Exchange Commission,
the table shows the hypothetical "gains" or "option spreads" that would exist
for the respective options based on assumed rates of annual stock price
appreciation of 5% and 10% from the date the options were granted over the full
option term. An asterisk in the Percent of Total Options Granted to Employees
column indicates grants totaling less than 1%, based upon 2,682,295 options
granted to employees.
OPTION GRANTS IN FISCAL 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM(1)
NUMBER OF PERCENT OF ---------------------------
SECURITIES TOTAL OPTIONS TEN
UNDERLYING OPTIONS GRANTED TO EXERCISE PRICE EXPIRATION FIVE PERCENT PERCENT
NAME GRANTED EMPLOYEES PER SHARE DATE ($) ($)
- ------------------ -------------------- --------------- ---------------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Howard Schultz.... 400,000(2) 14.9 $33.00 9/30/06 8,301,409 21,037,400
Orin C. Smith..... 300,000(3) 11.2 $33.00 9/30/06 6,226,057 15,778,050
Howard P. Behar... 150,000(4) 5.6 $33.00 9/30/06 3,113,028 7,889,025
Michael Casey..... 20,000(5) * $33.00 9/30/06 415,070 1,051,870
Arthur I.
Rubinfeld....... 20,000(6) * $33.00 9/30/06 415,070 1,051,870
</TABLE>
- ---------------
(1) Potential realizable value is based on the assumption that the price of the
Company's Common Stock appreciates at the rate shown (compounded annually)
from the date of grant to the expiration date. These numbers are presented
in accordance with the requirements of the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock price
performance.
(2) Mr. Schultz's options become exercisable in two 133,333 share increments on
September 30 of 1997 and 1998, and in a 133,334 share increment on September
30, 1999.
(3) Mr. Smith's options become exercisable in three 100,000 share increments on
September 30 of 1997, 1998 and 1999.
(4) Mr. Behar's options become exercisable in three 50,000 share increments on
September 30 of 1997, 1998 and 1999.
(5) Mr. Casey's options become exercisable in two 6,666 share increments on
September 30 of 1997 and 1998, and in a 6,668 share increment on September
30, 1999.
(6) Mr. Rubinfeld's options become exercisable in two 6,666 share increments on
September 30 of 1997 and 1998, and in a 6,668 share increment on September
30, 1999.
7
<PAGE> 11
EXERCISES OF STOCK OPTIONS
The following table sets forth information regarding stock option exercises
during fiscal 1997 by the Named Executive Officers and the value of each Named
Executive Officer's exercised and unexercised stock options on September 28,
1997.
AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY OPTIONS AT
UNDERLYING UNEXERCISED FISCAL YEAR END
SHARES ACQUIRED OPTIONS AT FISCAL YEAR END ($)(2)
ON EXERCISE VALUE REALIZED --------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Howard Schultz............. 30,908 858,822 1,415,888 877,332 43,395,358 13,621,429
Orin C. Smith.............. 215,764 5,416,420 106,230 560,000 2,353,461 8,208,836
Howard P. Behar............ 73,330 1,372,034 1 256,667 26 3,601,766
Michael Casey.............. 0 0 40,000 80,000 827,500 1,396,250
Arthur I. Rubinfeld........ 11,758 332,829 56,718 50,000 1,953,344 886,562
</TABLE>
- ---------------
(1) Value realized is calculated by subtracting the aggregate exercise price of
the options exercised from the aggregate market value of the shares of
Common Stock acquired on the date of exercise.
(2) The value of unexercised options is calculated by subtracting the aggregate
exercise price of the options from the aggregate market value of the shares
of Common Stock subject thereto as of September 28, 1997.
COMPENSATION OF DIRECTORS
Directors (other than directors who are executive officers of the Company)
receive an annual retainer of $10,000 per year, $1,000 per board meeting
attended, and $500 per committee meeting attended.
All of the Company's directors who are not executive officers or employees
participate in the Company's 1989 Stock Option Plan for Non-Employee Directors,
as amended (the "1989 Plan"). Under the terms of the 1989 Plan, non-employee
directors are annually awarded stock options for the purchase of up to 20,000
shares of Common Stock at a per share exercise price equal to the fair market
value on the date of grant. During the fiscal year-ended September 28, 1997,
each of Messrs. Foley, Prentice and Shennan and Ms. Bass received options to
purchase 20,000 shares of Common Stock at an exercise price of $30.00 per share.
Pursuant to the terms of a Consulting/Employment Agreement, dated as of
January 14, 1995, between the Company and Jeffrey H. Brotman (the "Consulting
Agreement"), Mr. Brotman provides consulting services to the Company,
specifically in the areas of strategic planning, capital formation, real estate
matters, major corporate negotiations, and other business planning matters, as
requested by the chairman of the Board of Directors. As consideration for such
services, Mr. Brotman receives annual stock options to purchase 20,000 shares of
the Company's Common Stock with an exercise at the fair market value per share
on the date of the grant. During the fiscal year ended September 28, 1997, Mr.
Brotman was granted options to purchase 20,000 shares of Common Stock at an
exercise price of $30.00 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Arlen I. Prentice, chairman of the Compensation Committee of the Company's
Board of Directors, is a co-chairman and the chief executive officer of Kibble &
Prentice, Inc., a company that, together with its wholly-owned subsidiary,
provides insurance brokerage and employee benefits administrative and consulting
services to the Company. During fiscal 1997, payments by the Company to Kibble &
Prentice, Inc. and such subsidiary for such services totaled $253,781, excluding
premiums.
8
<PAGE> 12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION*
During fiscal 1997, the Compensation Committee of the Board of Directors
was responsible for setting compensation philosophy and, together with the
Special Compensation Committee, for determining base salary, bonus, long-term
incentive compensation and other benefits for the chief executive officer and
other senior executive officers. The Special Compensation Committee, a subset of
the Compensation Committee made up of two directors who qualify as "outside
directors" under Section 162(m) of the Internal Revenue Code ("Section 162(m)")
and as "non-employee directors" under Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, was responsible for administering
the Company's Executive Management Bonus Plan (the "EMBP") and approving grants
of stock options to the participants therein.
COMPENSATION COMPONENTS: The Compensation Committee believes that executive
officer compensation should be closely aligned with the performance of the
Company on both a short-term and long-term basis, and that such compensation
should assist the Company in attracting and retaining key executives critical to
its long-term success. To that end, the Committee's policy is that the
compensation package for executive officers should consist of three components:
(i) an annual base salary; (ii) the potential to earn incentive bonuses, the
amount of which is dependent on both Company and individual performance during
the prior fiscal year, and (iii) stock option awards designed to align
shareholder interests with those of management by providing long-term incentives
for the Company's key employees.
The Compensation Committee establishes total annual compensation for the
chief executive officer and other senior executive officers after reviewing each
component of such executive's compensation against executive compensation
surveys prepared by outside compensation consultants. Such surveys reflect
compensation levels and practices for persons holding comparably responsible
positions at targeted peer group companies. The compensation comparator group is
not limited to companies listed on the National Market tier of the Nasdaq Stock
Market, Inc., and includes an array of companies in specialty retail and other
industries with high growth and strong brand image characteristics. Nine of the
eighteen companies used to provide competitive compensation data are included in
the indices reflected in the performance graph set forth under "Executive
Compensation" as required by Item 402(1) of Regulation S-K. In addition to
reviewing senior executive officers' compensation to the comparator group, the
Compensation Committee also solicits appropriate input from the Company's chief
executive officer and president and chief operating officer regarding total
compensation for those executives who report directly to them.
TOTAL COMPENSATION: For fiscal 1997, the Compensation Committee determined
that total compensation for executive officers (the sum of base salary,
incentive bonus, and long-term compensation delivered through stock option
awards) should be targeted at the 75th percentile of selected peer group
companies. The Committee may, at its discretion, award compensation in excess of
the target. Base salary and incentive bonus were targeted at the 50th percentile
so that more than a proportionate amount of total compensation is awarded
through a long-term incentive vehicle. This strategy is intended to be
competitive with other high performing organizations to enable the Company to
attract, reward and retain exceptional talent. For this period, Mr. Schultz'
base salary and incentive bonus approximated the competitive target with
performance-based stock options somewhat exceeding target.
BASE SALARY: Base salaries for executive officers are reviewed on an annual
basis and at the time of promotion or other increase in responsibilities.
Increases in salary are based on subjective evaluation of such factors as the
level of responsibility, individual performance, level of pay and Company peer
group pay levels. In fiscal 1997, base salary for Mr. Schultz was determined in
accordance with the factors above. During this period, actual base salary
earnings of Mr. Schultz were $740,385, approximating the competitive target of
the 50th percentile of compensation paid by targeted peer group companies.
- ---------------
*The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under either the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended (together, the "Acts"),
except to the extent that the Company specifically incorporates such report by
reference; and further, such report shall not otherwise be deemed filed under
the Acts.
9
<PAGE> 13
INCENTIVE BONUS: Incentive bonuses are generally granted based on a
percentage of each executive officer's base salary. During fiscal 1997, the
Company adopted the EMBP and maintained the General Management Bonus Plan (the
"GMBP Plan"). Executive officers are selected for participation in either, but
not both of these plans. Each plan is described below.
Executive Management Bonus Plan: Section 162(m) of the Internal Revenue
Code imposes a limitation on the deductibility of non-performance-based
compensation in excess of $1 million paid to the chief executive officer and the
four other most highly paid officers of the Company. The EMBP was designed to
meet the requirements of 162(m) and the majority of payments under the plan are
intended to qualify as tax-deductible performance-based compensation.
The Special Compensation Committee selects participants and establishes
objective performance measures, bonus target percentages, and other terms and
conditions of awards under the EMBP. During fiscal 1997, the chief executive
officer, president and chief operating officer, and president Starbucks Coffee
International, Inc. participated in the EMBP. Target bonus amounts are expressed
as a percentage of base salary and are established according to the overall
intended competitive position and competitive survey data for comparable
positions in peer group companies. For fiscal 1997, the bonus targets for
participating officers ranged from 40% to 65% of base salary depending on
position, with a maximum of one and one-half times base salary up to $1,000,000.
After the end of the performance period, the Committee determines the extent to
which the performance goals were achieved and determines the amount of the award
that is payable.
Seventy percent (70%) of the target bonus is based on specified objective
performance goals established by the Special Compensation Committee each fiscal
year. In fiscal 1997, the objective performance goal was earnings per share of
$.70. Thirty percent (30%) of the target bonus is based on specific subjective
performance goals for each officer, which change somewhat each year according to
the strategic plan initiatives and the responsibilities of the positions.
Relative weights assigned to each performance goal typically range from 5% to
35%. Mr. Schultz's goals for fiscal 1997 included: managing organizational
change and development; creating a strategy for broad supermarket distribution;
creating and executing a strategic plan regarding real estate activities and
their effect on brand equity; creating and co-managing The Starbucks Foundation;
helping to guide the research and development function to create products that
significantly add long-term value to the brand and shareholder equity;
integrating strategic planning processes with all partnerships and licensees;
and establishing plans for international development.
The bonus payout award is adjusted according to achievement level of both
the objective and subjective performance goals. Below a threshold of
performance, no awards may be granted. For fiscal 1997, Mr. Schultz earned an
annual incentive award of $487,500, 100% of the target award, that approximated
the competitive target of the 50th percentile of bonuses paid by targeted peer
group companies. Seventy percent of the award was made in consideration of the
Company's achievement of the earnings per share target and 30% of the award was
made for accomplishment of individual performance goals that provided leadership
and strategic vision to the Company.
General Management Bonus Plan: The president and chief operating officer
has responsibility for establishing objective performance measures, bonus
targets, bonus payouts (for direct reports), and other terms and conditions of
awards under the plan. The degree of achievement of the objective Company
performance measure, defined in fiscal year 1997 as earnings per share of $.70,
determines the bonus opportunity at each participant position level. The bonus
opportunity is expressed as a percentage of base salary according to the overall
intended competitive position and competitive survey data for comparable
positions in peer group companies. The bonus target for participating officers
in fiscal 1997 ranged from 30% to 40% of base pay depending on position, with a
defined maximum of one and one-half times the target. Below a threshold of
Company performance, awards are at the discretion of management, subject to
approval by the Compensation Committee.
The actual bonus payout is based on accomplishment of individual goals
established within the scope of each position on an annual basis. Relative goal
weights typically range from 5% to 35%. Goals may include such accomplishments
as: business unit or department profit contribution; managing major business
unit or
10
<PAGE> 14
department change and development; establishing and implementing significant
projects or programs; and fulfilling key staffing requirements.
STOCK OPTIONS: Long-term, performance-based compensation of executive
officers takes the form of option awards under the Company's Key Employee Stock
Option Plan - 1994 (the "1994 Plan"). The Compensation Committee believes that
equity-based compensation ensures that the Company's executive officers have a
continuing stake in the long-term success of the Company. All options granted by
the Company have been granted with an exercise price equal to or in excess of
the market price of the Company's Common Stock on the date of grant and,
accordingly, will have value only if the Company's stock price increases.
In granting options under the 1994 Plan, the Compensation Committee (or the
Special Compensation Committee for grants to executive officers participating in
the EMBP) bases the size of stock option awards on such considerations as the
value of options awarded to comparable positions in peer group companies,
Company and individual performance against plan, the predicted value of
Starbucks Common Stock, the number of options currently held by the officer, the
allocation of overall share usage attributed to executive officers, and the
relative proportion of long-term incentives within the total compensation mix.
For fiscal 1997, Mr. Schultz was granted an aggregate of 400,000 options to
purchase shares of Common Stock.
As noted, the Compensation Committee's compensation policy is primarily
based on performance. The Executive Management Bonus Plan, presented to and
approved by Shareholders in fiscal 1997, and the Company's Key Employee Stock
Option Plan - 1994 are designed to reward superior performance while meeting
the requirements of the Internal Revenue Code for deductibility of compensation.
Respectfully submitted,
Arlen I. Prentice, Chairman
Craig Foley
Barbara Bass
11
<PAGE> 15
PERFORMANCE GRAPH
The following graph depicts the Company's total return to shareholders from
October 1, 1992 through September 28, 1997, relative to the performance of the
Nasdaq Stock Market (U.S. Companies) Index, the Nasdaq Eating and Drinking
Establishments Index, and the Nasdaq Retail Index. All indices shown in the
graph have been reset to a base of 100 as of October 1, 1992, and assume an
investment of $100 on that date and the reinvestment of dividends paid since
that date. The Company has not ever paid cash dividends on its Common Stock. The
points represent fiscal year end index levels based on the last trading day in
each such fiscal year. The chart set forth below was prepared by the Center for
Research in Security Prices, which holds a license to use the indices used
herein.
<TABLE>
<CAPTION>
10/1/92 10/1/93 9/30/94 9/29/95 10/1/96 9/28/97
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Starbucks Corporation......................... 100% 181% 156% 257% 476% 553%
Nasdaq Stock Market........................... 100% 132% 133% 184% 217% 299%
Nasdaq Eating and Drinking Establishments..... 100% 118% 102% 110% 111% 101%
Nasdaq Retail................................. 100% 113% 111% 123% 147% 167%
</TABLE>
CERTAIN TRANSACTIONS
The Company supplies whole bean coffees pursuant to a contract with Costco
Companies, Inc., a membership-only wholesale club. Mr. Jeffrey H. Brotman, a
director of the Company, is chairman of the Board of Directors of Costco
Companies, Inc. During fiscal 1997, the Company's sales to Costco Companies,
Inc. totaled $30,958,279.
The Company purchases a variety of lunch items for its Seattle-area stores
from Briazz, Inc., a privately held corporation ("Briazz"). Howard Schultz,
Howard Behar, Jeffrey Brotman, Craig Foley, Orin Smith and Arthur Rubinfeld have
invested in the preferred stock of Briazz, and collectively hold 3.8% of the
preferred and common stock outstanding. Howard Schultz is a member of the Board
of Directors of Briazz and provides strategic advisory services to the Company
pursuant to an agreement dated October 18, 1996 (the "Services
12
<PAGE> 16
Agreement"). Pursuant to the Services Agreement, Mr. Schultz has been granted
options to purchase additional shares of Briazz Common Stock. The Company's
purchases from Briazz, Inc. during fiscal 1997 totaled $401,335.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who beneficially own more than 10% of the Common Stock, to file with the
Securities and Exchange Commission initial reports of beneficial ownership
("Forms 3") and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company ("Forms 4"). Officers, directors, and
greater than 10% shareholders of the Company are required by Securities and
Exchange Commission regulations to furnish to the Company copies of all Section
16(a) reports that they file. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, all Section 16(a) filing
requirements applicable to its officers, directors, and greater than 10%
beneficial owners were complied with for the fiscal year ended September 28,
1997, other than as follows: (i) Arthur Rubinfeld, an executive officer of the
Company, reported one transaction in a late Form 4 filing and (ii) James Alling,
an executive officer of the Company, filed his initial report of beneficial
ownership on Form 3 late.
PROPOSAL 2 -- RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors requests that the shareholders ratify its selection
of Deloitte & Touche LLP to serve as the Company's independent auditors for the
fiscal year ending September 27, 1998. Deloitte & Touche LLP examined the
consolidated financial statements of the Company for the fiscal year ended
September 28, 1997. Representatives of Deloitte & Touche LLP will be present at
the Annual Meeting to make a statement if they desire to do so and to respond to
questions by shareholders. The affirmative vote of a majority of the shares
represented at the meeting is required for the ratification of the Board's
selection of Deloitte & Touche LLP as the Company's independent auditors for the
fiscal year ending September 27, 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting of Shareholders. However, if any other matters are properly
brought before the Annual Meeting, the persons appointed in the accompanying
proxy intend to vote the shares represented thereby in accordance with their
best judgment.
PROPOSALS OF SHAREHOLDERS
Shareholder proposals to be presented at the Company's next Annual Meeting
of Shareholders and included in the Company's Proxy Statement relating to such
meeting must be received by the Company at its executive offices at 2401 Utah
Avenue South, Seattle, Washington 98134, Attention: Office of the General
Counsel, on or prior to September 14, 1998.
13
<PAGE> 17
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
The Company's Annual Report to Shareholders for fiscal 1997 (which is not a
part of the Company's proxy soliciting materials) is being mailed to the
Company's shareholders with this Proxy Statement. A copy of the Company's Annual
Report on Form 10-K, without exhibits, will be furnished without charge to
shareholders upon request to:
Investor Relations
Starbucks Corporation
2401 Utah Avenue South
Seattle, Washington 98134
(206) 447-1575 x7118
By Order of the Board of Directors,
/s/ G. SCOTT GREENBURG
----------------------------------
G. Scott Greenburg
secretary
Seattle, Washington
January 1, 1998
14
<PAGE> 18
DIRECTIONS TO THE STARBUCKS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
AT
THE PARAMOUNT THEATRE
911 PINE STREET, SEATTLE, WASHINGTON
AT
10:00 A.M. (PACIFIC TIME)
ON
FEBRUARY 5, 1998
TRAVELING NORTH ON INTERSTATE 5
- - Take the Olive Way Exit off of I-5.
- - Follow Olive Way to Melrose Street and turn right.
- - Follow Melrose Street for two blocks to Pine Street and turn right.
- - Continue on Pine Street for three blocks to the corner of Pine Street and 9th
Avenue.
TRAVELING SOUTH ON INTERSTATE 5
- - Take the Stewart Street Exit off of I-5.
- - Follow Stewart Street in the left lane to 9th Avenue and turn left.
- - Continue on 9th Avenue for three blocks to the corner of 9th Avenue and Pine
Street.
**Please note that this is a downtown location and that parking is
available only in nearby public parking lots or on the street.
<PAGE> 19
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF
STARBUCKS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Howard Schultz and Howard Behar (collectively,
the "Proxies"), and each of them, with full power of substitution, as proxies to
vote the shares which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of Starbucks Corporation to be held at The Paramount Theatre,
911 Pine Street, Seattle, Washington, on Thursday, February 5, 1998 at 10:00
a.m. Pacific Time and at any adjournments thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 20
Please mark your votes as indicated in this example [X]
1. ELECTION OF DIRECTORS:
Jeffrey H. Brotman, Arlen I. Prentice and Orin C. Smith
FOR WITHHOLD
all nominees AUTHORITY
listed (excepted to vote for
as withheld) nominees listed
[ ] [ ]
WITHHOLD AUTHORITY To Vote for the following Directors:
- --------------------------------------------------------------
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending September 27,
1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2,
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY.
Signature__________________________Signature, if held jointly
__________________________Dated:____________, 1998
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee, or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
an authorized person.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
