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
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
MIDWEST GRAIN PRODUCTS, INC.
(Name of Registrant as Specified in Its Charter)
Midwest Grain Products, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(e)(1)(ii), 14a-
6(i)(1), OR 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies: N/A
(2) Aggregate number of securities to which
transaction applies: N/A
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11: N/A (1)
(4) Proposed maximum aggregate value of transaction:
N/A
[ ] 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:
__________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE> 1
NOTICE OF 1994 ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
MIDWEST GRAIN PRODUCTS, INC.
<PAGE> 2
MIDWEST GRAIN PRODUCTS, INC.
1300 Main Street
Atchison, Kansas 66002
September 12, 1994
NOTICE OF ANNUAL MEETING
To the Stockholders:
The Annual Meeting of Stockholders of Midwest Grain
Products, Inc. will be held at the Presbyterian Community Center,
401 Santa Fe Street, Atchison, Kansas 66002, on Thursday, October
6, 1994, beginning at 10:00 a.m., local time, for the following
purposes:
1. To elect three directors each for a three year-term
expiring in 1997; and
2. To transact such other business as may properly come
before the meeting.
Holders of Common and Preferred Stock of record on the books
of the Company at the close of business on August 24, 1994, will
be entitled to vote at the meeting or any adjournment thereof.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND MAIL
PROMPTLY IN THE ENCLOSED ENVELOPE THE ACCOMPANYING PROXY SO THAT,
IF YOU ARE UNABLE TO ATTEND THE MEETING, YOUR SHARES MAY
NEVERTHELESS BE VOTED.
By Order of the Board of Directors
/S/ Laidacker M. Seaberg
-------------------------------------
Laidacker M. Seaberg
President and Chief Executive Officer
<PAGE> 3
PROXY STATEMENT
This Proxy Statement and the enclosed form of Proxy are
being furnished in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders of Midwest Grain
Products, Inc. (the "Company") to be held on October 6, 1994, as
set forth in the preceding Notice. It is expected that this
Proxy Statement and the enclosed form of Proxy will be mailed to
Stockholders commencing September 12, 1994.
GENERAL INFORMATION
The holders of outstanding shares of Common Stock and
Preferred Stock of the Company at the close of business on August
24, 1994, are entitled to notice of and to vote at the Annual
Meeting. The presence in person or by proxy of persons entitled
to vote a majority of the issued and outstanding stock of each
class of stock entitled to vote will constitute a quorum for the
transaction of business at the meeting. As of August 24, 1994,
there were 9,765,172 shares of Common Stock outstanding and 437
shares of Preferred Stock outstanding.
Generally, holders of Common and Preferred Stock each vote
separately as a class with respect to each matter that the class
is authorized to vote on with each share of stock in each class
being entitled to one vote. In connection with the election of
directors the holders of Common Stock are entitled to vote on the
election of Group A directors and the holders of Preferred Stock
are entitled to vote on the election of Group B directors. The
candidates for office which receive the highest number of votes
will be elected. Although no other proposals are scheduled to
come before the meeting other than the election of directors, the
affirmative vote of the holders of a majority of the voting power
represented at the meeting (or such higher voting requirement as
may be specified by law or the Company's Articles of
Incorporation) is required for approval of other proposals. With
respect to abstentions from voting on a proposal or the
withholding of votes in the election of directors, the shares
are considered present at the meeting for the proposal, but since
they are not affirmative votes for the proposal, they will have
the same effect as votes against the proposal. With respect to
broker non-votes, the shares are not considered present at the
meeting for the particular proposal for which the broker did not
vote.
Any Stockholder giving a Proxy may revoke it at any time
prior to its use by executing a later dated Proxy or by filing a
written revocation with the Secretary of the Company. A Proxy
may also be revoked by appearing at the meeting and voting by
written ballot. All shares represented by a Proxy in the
enclosed form that is properly executed and received in time for
the meeting and not revoked will be voted. If a choice is
<PAGE> 4
specified with respect to any matter to be acted upon, the shares
will be voted in accordance with the specification so made. If
no choice is specified, the Proxy will be voted FOR each of the
nominees named on the Proxy with respect to the election of
directors.
The principal executive offices of the Company are located
at 1300 Main Street, Atchison, Kansas 66002 and the Company's
telephone number at that address is (913) 367-1480.
ELECTION OF DIRECTORS
Nominees
Two Group A Directors and one Group B Director are required
to be elected at the Annual Meeting. The holders of the Common
Stock are entitled to vote for the persons nominated for the
Group A position. The holders of Preferred Stock are entitled to
vote for persons nominated for the Group B position. Richard J.
Bruggen and Michael Braude have been nominated by the Board of
Directors for election to the two Group A positions for terms
expiring at the Annual Meeting in 1997. The Board had nominated
John K. Pfahl for the Group B position. Dr. Pfahl, a former
director, passed away on August 8, 1994. Since then the
Nominating Committee of the Board of Directors has been searching
for candidates for that office, but has not completed its work.
It is expected that the Board and the Committee will have a
nomination to make at the Annual Meeting. Messrs. Bruggen and
Braude are now and have been directors of the Company for more
than the past three years. Each of the nominees have consented
to serve if elected. If for any reason any of the nominees
should not be available or able to serve, the Proxies will
exercise discretionary authority to vote for substitutes deemed
by them to be in the best interests of the Company.
GROUP A NOMINEES
(For term expiring in 1997)
RICHARD J. BRUGGEN Mr. Bruggen, age 68, has been a Group A
director since 1976. He is also a member of the Audit and
Nominating Committees. He was Senior Vice President of Atchison
Casting Corporation from 1991 until his retirement in July 1992.
Previously he was General Manager of Rockwell International
plants at Atchison, Kansas and St. Joseph, Missouri.
MICHAEL BRAUDE Mr. Braude, age 58, has been a Group B
director since 1991. He is also a member of the Audit and Human
Resources Committees. He has been the President and Chief
Executive Officer of the Kansas City Board of Trade, a commodity
futures exchange, since 1984. Previously, he was Executive Vice
President and a Director of American Bank & Trust Company of
Kansas City. Mr. Braude is a director of Country Club Bank,
Kansas City, Missouri and National Futures Association, a member
and immediate Past Chairman of the National Grain Trade Council
<PAGE> 5
and a trustee of the University of Missouri- Kansas City and of
Midwest Research Institute.
OTHER
GROUP A DIRECTORS
TOM MACLEOD, JR. Mr. MacLeod, age 46, has been a director
since 1986. His present term expires in 1995. He is a member of
the Audit and Human Resources Committees. He has been the
President and Chief Operating Officer of the Iams Company since
1989, a Dayton, Ohio manufacturer of premium pet foods.
Previously, he was the President and Chief Executive Officer of
Kitchens of Sara Lee, a division of Sara Lee Corporation, a food
products company.
ELEANOR B. SCHWARTZ, D.B.A. Dr. Schwartz, age 57, has been a
director since June 3, 1993. Her present term expires in 1996.
She is also a member of the Audit and Human Resources Committees.
She has been the Chancellor of the University of Missouri-Kansas
City since May 1992, was the Interim Chancellor from September
1991 to May 1992, and was previously the Vice Chancellor for
Academic Affairs. She is a Trustee of Midwest Research Institute
and a director of Country Club Bank and ANUHCO, Inc.
OTHER GROUP B DIRECTORS
CLOUD L. CRAY, JR. Mr. Cray, age 71, has been a director
since 1957, and has served as Chairman of the Board since 1980.
His present term expires in 1995. He served as Chief Executive
Officer from 1980 to September, 1988, and has been an officer of
the Company and its affiliates for more than 30 years.
ROBERT J. REINTJES Mr. Reintjes, age 62, has been a director
since 1986 and is a member of the Audit and Nominating
Committees. His present term expires in 1995. He has served as
president of Geo. P. Reintjes Co., Inc. of Kansas City, Missouri,
for the past 23 years. Geo. P. Reintjes Co., Inc. is engaged in
the business of refractory construction.
RANDY M. SCHRICK Mr. Schrick, age 44, has been a Group B
director since 1987. His present term expires in 1996. He joined
the Company in 1973 and has been Vice President of Operations
since July, 1992. From 1984 to July 1992 he was Vice President
and General Manager of the Pekin plant. From 1982 to 1984 he was
the Plant Manager of the Pekin Plant. Prior to 1982, he was
Production Manager at the Atchison plant.
LAIDACKER M. SEABERG Mr. Seaberg, age 48, has been a Group B
director since 1979. His present term expires in 1996. He
joined the Company in 1969 and has served as the President of the
Company since 1980 and as Chief Executive Officer since
September, 1988. He is the son-in-law of Mr. Cray, Jr.
<PAGE> 6
Certain information concerning the Board and its Committees
The Board has three standing committees: Audit, Nominating
and Human Resources. Non-employee directors are paid $2,500
quarterly, $625 for attendance at each meeting of the Board, and
$312.50 for attendance at each meeting of a committee of the
Board. Employee directors receive a fee of $437.50 for
attendance at each meeting of the Board of Directors.
During the fiscal year ended June 30, 1994, the Board met 4 times
and the various Committees met as follows: Nominating once,
Audit three times, and Human Resources four times. The
attendance at Committee and Board meetings was 98.6%.
The Audit Committee recommends to the Board of Directors an
independent accountant to audit the books and records of the
Company and its subsidiaries for the year. It also reviews, to
the extent it deems appropriate, the Company's Employee Conduct
Policy, litigation and pending claims, the scope, plan and
findings of the independent accountants' annual audit and
internal audits, recommendations of the auditor, the adequacy of
internal accounting controls and audit procedures, the Company's
audited financial statements, non-audit services performed by the
independent auditor, and fees paid to the independent auditor for
audit and non-audit services.
The Human Resources Committee recommends to the Board of
Directors the compensation of all officers and employees who earn
$60,000 per year or higher. The Committee approves a bonus
system for various key employees, and reviews the scope and type
of compensation plans for management personnel. The Committee
also administers the Company's Executive Stock Bonus Plan and
also serves as an executive search committee.
The Nominating Committee recommends to the Board of
Directors the qualifications for new Director nominees,
candidates for nomination, the structure of Board committees,
procedures for the review of director performance, and policies
concerning compensation and length of service. The Committee
considers written recommendations from stockholders concerning
these subjects and suggests that they may be addressed to the
Secretary of the Company. Recommendations for director nominees
should provide pertinent information concerning the candidates'
background and experience.
OTHER MATTERS
At this time the Company has no knowledge of any matters to
come before the meeting for action by the stockholders other than
the election of directors. However, if any other matters come
before the meeting, it is the intention of the persons named in
the accompanying Proxy to vote the Proxy in their best judgment.
<PAGE> 7
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning
compensation for each of the years ending June 30, 1992, 1993 and
1994 awarded to, earned by, or paid to the five most highly
compensated executive officers of the Company for services
rendered in each of those years:
SUMMARY COMPENSATION TABLE
Name and
Principal All Other
Position Year Salary Bonus(1) Compensation(2)
-------- ---- ------ -------- ---------------
Laidacker M. Seaberg
President and
Chief Executive 1994 $253,000 $135,572 $40,055
Officer 1993 229,996 51,070 33,719
1992 208,992 105,075 33,290
Cloud L. Cray, Jr.
Chairman of the 1994 133,200 29,098 21,175
Board 1993 128,100 14,520 18,631
1992 135,576 34,185 22,113
Randy M. Schrick
Vice President of 1994 118,000 65,930 18,817
Operations 1993 102,998 34,475 14,771
1992 93,645 66,717 15,771
Robert G. Booe
Vice President- 1994 116,000 70,493 19,235
Administration, 1993 108,000 24,742 15,556
Controller and 1992 98,112 51,738 15,909
Chief Financial
Officer
Sukh Bassi, Ph.D.
Vice President- 1994 105,000 62,171 16,953
Wheat Gluten 1993 99,998 28,335 14,239
Marketing and 1992 89,592 48,152 14,348
Research and
Development
- - ---------------
(1) Includes amounts contributed by the Company to the
Company's Executive Stock Bonus Plan for the account of the
executive as well as cash bonuses.
(2) Consists of the amount of the Company's contributions to
the Company's Employee Stock Ownership Plans allocated to the
accounts of each executive officer for the years indicated.
<PAGE> 8
Performance of the Company's Common Stock
The following performance graph compares the performance of
the Company's Common Stock during the period beginning June 30,
1989, and ending June 30, 1994, to the Center for Research in
Security Prices of the University of Chicago School of Business
("CRSP") index for the NASDAQ Stock Market (the "NASDAQ
COMPOSITE" index consisting of US companies) and a peer group
CRSP index consisting of 118 NASDAQ stocks of US processors of
food and kindred products having SIC codes between 2000 - 2099
(the "NASDAQ Food" index) for the same period. The graph assumes
a $100 investment in the Company's Common Stock and in each of
the indexes at the beginning of the period and a reinvestment of
dividends paid on such investments throughout the period.
VALUE OF $100 INVESTMENTS
ASSUMING REINVESTMENT OF DIVIDENDS AT JUNE 30, 1989
AND AT EACH SUBSEQUENT JUNE 30
[Performance graph appears at this point reflecting the trends
shown in the table below. The Y axis of the graph reflects
Dollar value of investment at the end of each year ending June
30, and the X axis of the graph reflects the ends of the years
indicated]
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
MWGP $100 $ 76 $114 $142 $158 $225
NASDAQ FOOD 100 131 145 140 153 152
NASDAQ COMPOSITE 100 108 114 137 172 173
<PAGE> 9
Report of the Human Resources Committee
Human Resources Committee Interlocks and Insider
Participation.
Executive compensation is based primarily upon
recommendations made to the Board of Directors by the Company's
Human Resources Committee (the "Committee"). The Committee
consisted of Robert J. Reintjes (Chairman), Tom MacLeod, John K.
Pfahl (deceased) and Eleanor B. Schwartz during the year ended
June 30, 1994, and of Messrs. Reintjes, MacLeod, and Pfahl during
the year ended June 30, 1993. The present Committee consists of
Michael Braude (Chairman), Mr. MacLeod and Ms. Schwartz. All of
the members of the Committee are non-employee directors of the
Company. The Committee recommends to the Board of Directors
compensation and compensation plans for officers who are paid in
excess of $60,000 per annum. The recommendations are acted upon
by the full board which includes Messrs. Cray, Jr., Seaberg and
Schrick, who are three of the five highest paid officers of the
Company.
This report is provided by the Committee to assist
stockholders in understanding the Committee's philosophy in
establishing the compensation of the Chief Executive Officer and
all other Executive Officers of the Company for the year ended
June 30, 1994 ("the Year").
Compensation Philosophy.
Historically, executive compensation has been designed to
link rewards with business results and stockholder returns
consistent with (a) the executive's level of responsibility, (b)
compensation paid to the executive in the prior year, (c) the
Company's performance for the Year and the prior year, (d) the
executive's individual performance for the Year and the prior
year, (e) salary levels for executives in comparable positions in
comparable enterprises, (f) inflation and (g) a variety of other
factors. The components of Executive Compensation which reflect
this philosophy consist of (a) annual base salary, (b) annual
cash bonuses, (c) annual stock bonuses and (d) equity based
retirement compensation which is reflected in the Company's
Employee Stock Ownership Plan. In formulating its compensation
recommendations the Committee considers information and
recommendations provided by management and by Hay Management
Consultants, a nationally known and recognized firm of management
consultants.
Base Salary.
Consistent with past practice, base salaries of all
executives were established prior to the beginning of the Year
based on the various factors described in the preceding
<PAGE> 10
paragraph. In addition, the Committee considered competitive pay
and performance information provided by an outside consultant in
arriving at base salaries as well as total compensation as a
whole. Base salaries of all executive officers have generally
been increased over the past three years to bring those more in
line with base compensation paid by comparable organizations for
comparable positions.
Annual Cash Bonuses.
Annual cash bonuses are paid primarily pursuant to a Cash
Bonus Plan that has been utilized for the past several years.
Under the plan each executive, along with all other nonunion
personnel, become entitled to cash bonuses, payable semiannually,
up to an amount equal to a percentage of each employee's base
salary. During 1994, the amount of the percentage for all
employees and executives was based upon the Company's realization
of certain objective corporate, marketing and operating
performance goals determined at the beginning of the Year. The
Committee revised these targets during the year due to last
summer's midwestern floods which had a significant unexpected
adverse effect on first and second quarter results. Although the
targets were lowered, the performance for the year exceeded the
goals initially set before the adjustments. As a consequence,
all of the five highest paid Executive Officers received the
maximum bonuses payable under the plan. This form of bonus
primarily rewards team rather than individual performance.
The Committee has also authorized a $50,000 bonus pool that
may be paid at the discretion of the Chief Executive Officer to
reward superior performance during the Year by any employee of
the Company other than the CEO.
Executive Stock Bonus Plan.
Historically, the Company has made shares of the Company's
Common Stock available to key executive and managerial employees
on favorable terms in order to encourage stock ownership at those
management levels. The Company's Executive Stock Bonus Plan has
been the vehicle designed to achieve this objective since 1989.
Under the plan key executives and managerial employees are
selected at the end of the year by the Committee to receive stock
bonuses based primarily upon recommendations received by the
Committee from Company management after an assessment of each
participant's individual performance for the Year and based upon
the amount of stock previously acquired by the participant from
the Company under such plans in prior years. In addition, the
Chief Executive Officer and certain senior executives are
selected at the beginning of the Year to participate in a
"Senior" level of
<PAGE> 11
the stock bonus plan. The aggregate cash amounts contributed for
stock purchases under the Senior Executive Stock Bonus Plan for
the Year was 6% of the Company's pretax profits in excess of a
specified target. Under the Plan, the aggregate amount
contributed by the Company for all purchase of stock bonuses
under both the "Executive" and "Senior" levels of the Plan may
not exceed 5% of the Company's consolidated pretax income for the
year. For 1994 the Company contributed an aggregate of $499,477
for stock bonuses provided to 72 key employees under the Plan.
Employee Stock Ownership Plan.
The final component of executive compensation consists of
participation in the Company's employee stock ownership plans,
which are available to all union and nonunion employees. Amounts
contributed by the Company are invested in shares of the
Company's Common Stock. Shares purchased are allocated to
participant accounts in proportion to the participant's eligible
compensation (as defined). Generally, accounts are distributed
to participants who have completed at least ten years of service
upon death, permanent disability or retirement. The amount of
the Company's contribution to the nonunion ESOP's is determined
by the Board each year based upon the recommendation of the
Committee. The Committee bases its recommendation primarily upon
Company performance for the Year.
Compensation of the Chief Executive Officer for 1994.
All of the components of the 1994 compensation of the Chief
Executive Officer were determined in accordance with the criteria
described above. Mr. Seaberg's base compensation has been
increased at the beginning of each of the last three fiscal years
by approximately 10% per annum due to outstanding performance and
to bring the base salary more in line with base compensation paid
to chief executive officers of comparable organizations.
This report is being made over the names of Robert J.
Reintjes, Tom MacLeod and Eleanor B. Schwartz, who were the
members of the Committee which passed on Executive Compensation
for the Year.
<PAGE> 12
PRINCIPAL STOCKHOLDERS
The following table sets forth as of July 1, 1994, the
number of shares beneficially owned and the percentage of
ownership of the Company's Preferred Stock and Common Stock by
(i) each person who is known by the Company to own beneficially
more than 5% of either class of the Company's capital stock
outstanding, (ii) each director of the Company, and (iii) all
directors and officers of the Company as a group.
Shares Beneficially Owned (a)
Stockholder Common Stock Preferred Stock
----------- ------------ ---------------
No. of No. of
Shares % Shares %
------ -- ------ --
Richard J. Bruggen 7,219 .07
Michael Braude 1,421 .01
Robert G. Booe (b)(c) 1,187,401 12.16
Brian Cahill (b) 1,124,122 11.51
Cloud L. Cray, Jr. (b)(d)(e) 3,533,149 36.51 333 76.2
Richard B. Cray (d)(f) 374,974 3.84 334 76.4
Tom MacLeod 1,479 .01
Robert J. Reintjes (g) 14,819 .15
Randy M. Schrick (b)(h) 1,143,719 11.71
Laidacker M. Seaberg (b)(d)(i) 1,863,045 19.08 383 87.6
Eleanor B. Schwartz 207 .01
Cray Family Trust (d) 132,665 1.36 333 76.2
Trustees of the
Company's ESOPs 1,113,446 11.40
All Officers and Directors
as a Group of 18(j) 4,492,381 46.00 384 87.9
- - ---------------------
(a) For the purposes of the table, a person is deemed to be a
beneficial owner of shares if the person has or shares the power
to vote or to dispose of them. Except as otherwise indicated in
the table or the footnotes below, each person had sole voting and
investment power over the shares listed in the beneficial
ownership table and all stockholders shown in the table as having
beneficial ownership of 5% or more of either of the classes of
stock had business addresses at 1300 Main Street, Atchison,
Kansas 66002, as of June 30, 1994. Stockholders disclaim
beneficial ownership in the shares described in the footnotes as
being "held by" or "held for the benefit of" other persons.
(b) The Company's Employee Stock Ownership Plans (ESOPs) hold
for the benefit of participants 1,113,446 shares of Common Stock,
all of which are attributed in the table to each of the five
trustees, who are the same for each Plan. The trustees are
obligated to vote the shares which are allocated to participants
(1,110,446 shares at July 1, 1994) in accordance with
instructions given by such participants. Unallocated shares are
<PAGE> 13
voted by the trustees. The trustees, and the number of shares
allocated to their accounts are as follows: Mr. Cray, Jr.
(134,084 shares); Mr. Seaberg (63,910 shares); Mr. Booe (36,737
shares); Mr. Cahill (7,167 shares); and Mr. Schrick (17,748
shares). A total of 127,344 shares are allocated to the accounts
of all other officers and directors.
(c) Includes 45,000 shares held by Mr. Booe's wife.
(d) The Cray Family Trust holds 333 shares of Preferred Stock
and 132,665 shares of Common Stock, all of which are attributed
in the table to the trustees, who share the power to vote and
dispose of such shares. The trustees are Mr. Cray, Jr., Mr.
Seaberg and Mr. Richard B. Cray.
(e) Includes 109,244 shares of Common Stock held by the Cray
Medical Research Foundation with respect to which Mr. Cray, Jr.
is a director and 570,765 shares of Common Stock held by other
family trusts with respect to which Mr. Cray, Jr. or his spouse
is a trustee, and 60,000 shares held by the Cloud L. Cray
Foundation.
(f) Includes 333 shares of Preferred Stock and 132,665 shares
of Common Stock held by the Cray Family Trust and 60,000 shares
of Common Stock held by a foundation with respect to which Mr.
Richard B. Cray is a Trustee.
(g) All but 1,479 of the shares are held by members of Mr.
Reintjes' family.
(h) Includes 12,739 shares held by members of Mr. Schrick's
family.
(i) Includes 204,227 shares held by Mr. Seaberg's wife and
other family trusts with respect to which Mr. Seaberg or his wife
is a trustee or a custodian.
(j) Includes shares discussed under notes (a) through (j) as
well as shares held by members of the families of officers not
listed in the table.
<PAGE> 14
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Baird, Kurtz
& Dobson as independent certified public accountants to audit the
books, records and accounts of the Company for 1994. The
selection was made upon the recommendation of the Audit
Committee, which consists of Mr. MacLeod, Chairman, and Messrs.
Braude, Bruggen, and Reintjes and Ms.Schwartz. Baird, Kurtz &
Dobson has audited the Company's books annually since 1958.
Representatives of Baird, Kurtz & Dobson will be present at
the stockholders meeting. They will have the opportunity to make
a statement and will be available to respond to appropriate
questions.
PROXY SOLICITATIONS
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokers, banks or other persons for
reasonable expenses in sending proxy material to beneficial
owners. Proxies may be solicited through the mail and through
telephonic or telegraphic communications to, or by meetings with,
stockholders or their representatives by directors, officers and
other employees of the Company who will receive no additional
compensation therefor.
Stockholders who intend to present proposals for inclusion
in the Company's Proxy Statement for the next Annual Meeting of
Stockholders on October 6, 1995, must forward them to the Company
at 1300 Main Street, Box 130, Atchison, Kansas 66002, Attention:
Robert G. Booe, Chief Financial Officer, so that they are
received on or before May 1, 1994.
By Order of the Board of Directors
/s/ Laidacker M. Seaberg
Laidacker M. Seaberg
President and
Chief Executive Officer
September 12, 1994
<PAGE> 15
APPENDIX TO PROXY STATEMENT
LISTING GRAPHIC AND IMAGE MATERIAL
CONTAINED IN PROXY STATEMENT
1. The Company's logo appears on the Cover of the Notice of
1994 Annual Meeting of Stockholders and Proxy Statement.
2. The performance graph required by Item 402(l) of
Regulation S-K is described under the caption "Performance
of the Company's Common Stock." A copy will be furnished
supplementally to the Company's Branch Chief in the
Division of Corporation Finance.
<PAGE> 1
MIDWEST GRAIN PRODUCTS, INC PROXY
1300 Main street, Atchison, Kansas 66002 COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned appoints Cloud L. Cray, Jr., Laidacker M.
Seaberg and Robert G. Booe, or any of them, each with full power
to appoint his substitute, proxies to vote, in the manner
specified on the reverse hereof, all of the shares of Common
Stock of Midwest Grain Products, Inc., held by the undersigned at
the Annual Meeting of stockholders to be held on October 6, 1994,
or at any adjournment thereof.
The undersigned has received the Company's Annual Report for
1994, and its Proxy Statement.
This Proxy is revocable and it shall not be voted if the
undersigned is present and voting in person.
____________________________
Stockholder's Signature
____________________________
Stockholder's Signature
Dated_______________________
Please sign exactly as your name(s) appear above. Joint owners
should each sign. Executors, trustees, custodians, etc., should
indicate the capacity in which they are signing.
PLEASE RETURN THIS PROXY PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
<PAGE> 2
(Continued from other side)
The Board of Directors Recommends a vote FOR the following
proposals:
1. Election of two Group A Directors. The Board of Directors has
nominated Michael Braude and Richard J. Bruggen.
[ ] FOR all Nominees. [ ] AUTHORITY WITHHELD from all
Nominees.
[ ] FOR all Nominees, except vote withheld from the following
Nominee:_______________________________.
2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY
IS RETURNED, THE SHARES WILL BE
VOTED "FOR" ALL NOMINEES UNDER PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
September 12, 1994
TO: The Holders of Midwest Grain Products, Inc.
Preferred Stock
I am enclosing a proxy card, proxy statement and the
Company's Annual Report for 1994. As indicated in the Proxy
Statement, the Board had nominated Dr. Pfahl to serve as the
Class B director. Due to his recent death, the nominating
committee has not had the opportunity to complete its work.
Accordingly, the proxy card does not specify a Group B nominee.
The Nominating Committee expects to have a nominee in time
for the meeting on October 6, 1994. Accordingly, you may wish to
attend the meeting.
Thank you.
Very truly yours,
/s/ Laidacker M. Seaberg
Laidacker M. Seaberg
President and
Chief Executive Officer
<PAGE> 1
MIDWEST GRAIN PRODUCTS, INC PROXY
1300 Main street, Atchison, Kansas 66002 PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned appoints Cloud L. Cray, Jr., Laidacker M.
Seaberg and Robert G. Booe, or any of them, each with full power
to appoint his substitute, proxies to vote, in the manner
specified on the reverse hereof, all of the shares of Preferred
Stock of Midwest Grain Products, Inc., held by the undersigned at
the Annual Meeting of stockholders to be held on October 6, 1994,
or at any adjournment thereof.
The undersigned has received the Company's Annual Report for
1994, and its Proxy Statement.
This Proxy is revocable and it shall not be voted if the
undersigned is present and voting in person.
_____________________________
Stockholder's Signature
_____________________________
Stockholder's Signature
Dated________________________
Please sign exactly as your name(s) appear above. Joint
owners should each sign. Executors, trustees, custodians, etc.,
should indicate the capacity in which they are signing.
PLEASE RETURN THIS PROXY PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
<PAGE> 2
(Continued from other side)
The Proxies are hereby given the following authority:
1. Election of the following nominee as a Group B Director for a
term to expire in 1997:
[ ] FOR the following Nominee:________________________
[ ] AUTHORITY WITHHELD from all Nominees.
2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, AUTHORITY WILL BE WITHHELD FROM ALL NOMINEES.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
September 12, 1994
TO: Participants in the
Employee Stock Ownership Plan
Provisions of the Employee Stock Ownership Plan (the "Plan")
entitle participants to instruct the Trustees of the Plan as to
the voting of Midwest Grain Products, Inc. Common Stock allocated
to the accounts of participants. Accordingly, please find
enclosed a form of instruction card that will permit you to
direct the Trustees as to the voting of Common Stock allocated to
your accounts in the Plan with respect to proposals to be acted
upon at the Annual Meeting of Stockholders of the Company to be
held on October 6, 1994.
We are also enclosing a copy of the Company's Annual Report
for 1994 and its Proxy Statement, unless you are being mailed one
as a record holder of Common Stock.
Please promptly complete and sign the instruction card and
return it in the enclosed envelope.
Thank you.
Very truly yours,
/s/ Laidacker M. Seaberg
Laidacker M. Seaberg
President and
Chief Executive Officer
<PAGE> 1
MIDWEST GRAIN PRODUCTS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
C/O Midwest Grain Products, Inc.
1300 Main Street, Atchison, Kansas 66002
INSTRUCTIONS FOR THE VOTING OF MIDWEST GRAIN PRODUCTS, INC.
COMMON STOCK
The undersigned hereby instructs Cloud L. Cray, Jr.,
Laidacker M. Seaberg, Robert G. Booe, Brian Cahill and Randy
Schrick, as Trustees of the Employee Stock Ownership Plan
indicated below (the "ESOP"), or any of them, to vote, in the
manner specified on the reverse hereof, all of the shares of
Common Stock of Midwest Grain Products, Inc., held by the ESOP
and allocated to the account of the undersigned at the Annual
Meeting of stockholders to be held on October 6, 1994, or at any
adjournment thereof.
The undersigned has received the Company's Annual Report for
1994 and its Proxy Statement.
Name of ESOP:_____________________________
____________________________
Accountholder's Signature
Accountholder Dated:______________________
Number of Shares Allocated to Account:________________
PLEASE RETURN THIS INSTRUCTION CARD PROMPTLY IN THE
ACCOMPANYING ENVELOPE.
<PAGE> 2
(Continued from other side)
The Board of Directors of Midwest Grain Products, Inc. Recommends
a vote FOR the following proposals:
1. Election of two Group A Directors. The Board of Directors has
nominated Michael Braude and Richard J. Bruggen.
[ ] FOR all Nominees [ ] AUTHORITY WITHHELD from all
Nominees.
[ ] FOR all Nominees, except vote withheld from the following
Nominee:_____________________________.
2. In its discretion, the Trustees are authorized to vote upon
such other business as may properly come before the meeting.
IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED
INSTRUCTION CARD IS RETURNED, THE SHARES WILL BE VOTED "FOR" ALL
NOMINEES UNDER PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
September 12, 1994
TO: Participants in the Midwest Grain Products, Inc.
Employee Stock Purchase Plan
Provisions of the Midwest Grain Products, Inc. Employee
Stock Purchase Plan (the "Plan") entitle participants to instruct
the Trustee of the Plan as to the voting of Midwest Grain
Products, Inc. Common Stock allocated to the accounts of
participants. Accordingly, please find enclosed a form of
instruction card that will permit you to direct the Trustee as to
the voting of Common Stock allocated to your accounts in the Plan
with respect to proposals to be acted upon at the Annual Meeting
of Stockholders of the Company to be held on October 6, 1994.
We are also enclosing a copy of the Company's Annual Report
for 1994 and its Proxy Statement, unless you are being mailed one
as a record holder of Common Stock.
Please promptly complete and sign the instruction card and
return it in the enclosed envelope.
Thank you.
Very truly yours,
/s/ Laidacker M. Seaberg
Laidacker M. Seaberg
President and
Chief Executive Officer
<PAGE> 1
MIDWEST GRAIN PRODUCTS, INC. EMPLOYEE STOCK PURCHASE PLAN
C/O Midwest Grain Products, Inc.
1300 Main Street, Atchison, Kansas 66002
INSTRUCTIONS FOR THE VOTING OF MIDWEST GRAIN PRODUCTS, INC.
COMMON STOCK
The undersigned hereby instructs United Missouri Bank of
Kansas City, N.A. as Trustee of the Midwest Grain Products, Inc.
Employee Stock Purchase Plan (the "ESPP"), or any of them, to
vote, in the manner specified on the reverse hereof, all of the
shares of Common Stock of Midwest Grain Products, Inc., held by
the ESPP and allocated to the account of the undersigned at the
Annual Meeting of stockholders to be held on October 6, 1994, or
at any adjournment thereof.
The undersigned has received the Company's Annual Report for
1994 and its Proxy Statement.
________________________________
Accountholder's Signature
Accountholder Dated:__________________________
Number of Shares Allocated to Account:_________________
PLEASE RETURN THIS INSTRUCTION CARD PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
<PAGE> 2
(Continued from other side)
The Board of Directors of Midwest Grain Products, Inc. Recommends
a vote FOR the following proposals:
1. Election of two Group A Directors. The Board of Directors has
nominated Michael Braude and Richard J. Bruggen.
[ ] FOR all Nominees [ ] AUTHORITY WITHHELD from all
Nominees.
[ ] FOR all Nominees, except vote withheld from the following
Nominee:_______________________________.
2. In its discretion, the Trustee is authorized to vote upon such
other business as may properly come before the meeting.
IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED INSTRUCTION CARD
IS RETURNED, THE SHARES WILL BE VOTED "FOR" ALL NOMINEES
UNDER PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
