<PAGE>
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
Dated September 12, 1995
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>
NOTICE OF 1995 ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
MIDWEST GRAIN PRODUCTS, INC.
[Logo]
<PAGE>
MIDWEST GRAIN PRODUCTS, INC.
1300 Main Street
Atchison, Kansas 66002
September 12, 1995
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
5, 1995, 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 1998; 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 23, 1995, 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/Ladd M. Seaberg
Laidacker M. Seaberg
President and Chief Executive Officer
<PAGE>
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 5, 1995, 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, 1995.
GENERAL INFORMATION
The holders of outstanding shares of Common Stock and
Preferred Stock of the Company at the close of business on August
23, 1995, 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 23, 1995,
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
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.
<PAGE>
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
One Group A Director and two Group B Directors 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 positions. Tom
MacLeod, Jr. has been nominated by the Board of Directors for
election to the Group A position for a term expiring at the
Annual Meeting in 1998. Cloud L. Cray, Jr. and Robert J.
Reintjes have been nominated by the Board of Directors for
election to the Group B positions for terms expiring at the
Annual Meeting in 1998. Messrs. MacLeod, Cray and Reintjes 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 NOMINEE
(For term expiring in 1998)
TOM MACLEOD, JR. Mr. MacLeod, age 47, has been a
director since 1986. 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.
GROUP B NOMINEES
(For terms expiring in 1998)
CLOUD L. CRAY, JR. Mr. Cray, age 72, has been a
director since 1957, and has
served as Chairman of the Board
since 1980. 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.
<PAGE>
ROBERT J. REINTJES Mr. Reintjes, age 63, has been a
director since 1986 and is a
member of the Audit and
Nominating Committees. He has
served as president of Geo. P.
Reintjes Co., Inc. of Kansas
City, Missouri, for the past 24
years. Geo. P. Reintjes Co.,
Inc. is engaged in the business
of refractory construction. He
is a director of Butler
Manufacturing Company, a
manufacturer of pre-engineered
buildings, and Commerce Bank of
Kansas City.
OTHER
GROUP A DIRECTORS
RICHARD J. BRUGGEN Mr. Bruggen, age 69, has been a
Group A director since 1976. His
present term expires in 1997. 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.
F. D. "Fran" JABARA Mr. Jabara, age 70, has been a
Group A director since October 6,
1995. His present term expires in
1997. He is also a member of the
Audit and Nominating Committees.
He is President of Jabara
Ventures Group, a venture capital
firm. From September 1949 to
August 1989 he was a
distinguished professor of
business at Wichita State
University, Wichita, Kansas. He
is also a director of Commerce
Bank, Wichita, Kansas and NPC
International, Inc., an operator
of numerous Pizza Hut and other
quick service restaurants
throughout the United States.
<PAGE>
ELEANOR B. SCHWARTZ, D.B.A. Dr. Schwartz, age 58, 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
MICHAEL BRAUDE Mr. Braude, age 59, has been a
Group B director since 1991. His
present term expires in 1997. 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 and a trustee of
the University of Missouri-Kansas
City and of Midwest Research
Institute.
RANDY M. SCHRICK Mr. Schrick, age 45, 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.
<PAGE>
LAIDACKER M. SEABERG Mr. Seaberg, age 49, 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.
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, 1995, the Board and
Nominating Committees met four times each and the Audit and Human
Resources Committees met three times each. The attendance at
Committee and Board meetings was 97.3%.
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
<PAGE>
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.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning
compensation for each of the years ending June 30, 1993, 1994 and
1995 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 1995 $278,300 $ 12,484 $ 13,513
Executive Officer 1994 253,000 135,572 40,055
1993 229,996 51,070 33,719
CLOUD L. CRAY, JR.
Chairman of the Board 1995 137,862 6,569 13,008
1994 133,200 29,098 21,175
1993 128,100 14,520 18,631
RANDY M. SCHRICK
Vice President of 1995 127,000 6,052 11,990
Operations 1994 118,000 65,930 18,817
1993 102,998 34,475 14,771
ROBERT G. BOOE
Vice President-
Administration, 1995 127,000 6,052 11,990
Controller, and Chief 1994 116,000 70,493 19,235
Financial Officer 1993 108,000 24,742 15,556
SUKH BASSI, PH.D.
Vice President-
Wheat Gluten 1995 112,000 5,337 10,567
Marketing and Research 1994 105,000 62,171 16,953
and Development 1993 99,998 28,335 14,239
_______
(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. No amounts were
contributed to any of the named Executive Officers for
1995.
(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>
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,
1990 and ending June 30, 1995, 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 116 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, 1990
AND AT EACH SUBSEQUENT JUNE 30
D
O
L
L [Performance Graph
A which reflect information
R shown in table below.]
S
1990 1991 1992 1993 1994 1995
____ ____ ____ ____ ____ ____
MWGP $100 $150 $188 $209 $298 $157
NASDAQ FOOD 100 110 106 117 118 126
NASDAQ COMPOSITE 100 105 127 160 162 215
<PAGE>
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 present
Committee and the Committee for the year ended June 30, 1995
consists of Michael J. Braude (Chairman), Tom MacLeod, and
Eleanor B. Schwartz. The Committee for the year ended June 30,
1994, consisted of Messrs. Reintjes and 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, 1995 ("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 (i) annual base salary, (ii) annual cash bonuses, (iii) annual
stock bonuses and (iv) 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
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, of up to 25% of each employee's base
salary. Due primarily to the Company's failure to achieve
<PAGE>
certain profitability objectives, bonuses for the Year were
limited to less than 4% of base compensation plus an additional
2% for those who satisfied certain "individual goals." As a
consequence, all of the five highest paid Executive Officers, as
well as other employees covered by the Plan, received only
nominal cash bonuses for the year. 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. None of the Executive Officers
received awards from the bonus pool during the Year.
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 the
stock bonus plan. Under the Plan, the aggregate amount
contributed by the Company for the purchase of stock under both
the "Executive" and "Senior" levels of the Plan may not exceed 5%
of the Company's consolidated pretax income for the year. Due to
the reduced profitability of the Company for the Year, the
Committee elected not to implement the Executive Stock Bonus Plan
for any employees in Fiscal 1995.
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 ESOPs 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.
The Committee fixed the nonunion ESOP contributions for Fiscal
1995 at 9% of eligible compensation versus 13% for Fiscal 1994,
due to reduced Company profitability.
Reduced Compensation Expense for the Year. Due primarily to
the reduction in payments under the Cash Bonus Plan, the decision
to make no awards under the Executive Stock Bonus Plan and
reduced contributions to the ESOP, compensation expense for
fiscal 1995 was approximately $ 2.0 million less than
<PAGE>
compensation expense for fiscal 1994.
Compensation of the Chief Executive Officer for 1995. All
of the components of the 1995 compensation of the Chief Executive
Officer were determined in accordance with the criteria described
above.
This report is being made over the names of Michael Braude,
Tom MacLeod and Eleanor B. Schwartz, who were the members of the
Committee which passed on Executive Compensation for the Year.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of July 1, 1995, 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 Shares % No. of Shares %
_____________ _ _____________ _
Richard J. Bruggen 7,736 .08
Michael Braude 2,103 .02
Robert G. Booe (b)(c) 1,170,109 11.98
Brian Cahill (b) 1,106,032 11.32
Cloud L. Cray, Jr. (b)(d)(e) 3,420,255 35.03 333 76.2
Richard B. Cray (d)(f) 298,684 3.05 334 76.4
F. D. "Fran". Jabara 622 .01
Tom MacLeod 2,157 .02
Robert J. Reintjes (g) 15,491 .16
Randy M. Schrick (b)(h) 1,124,959 11.52
Laidacker M. Seaberg(b)(d)(i) 1,717,396 17.59 383 87.6
Eleanor B. Schwartz 488 .01
Cray Family Trust (d) 333 76.2
Trustees of the
Company's ESOPs 1,095,106 11.21
All Officers and Directors
as a Group of 18(j) 4,343,420 44.48 384 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, 1995. Stockholders disclaim beneficial
<PAGE>
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 1,095,106 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 in accordance with instructions
given by such participants (all of the 1,095,106 were
allocated at July 1, 1995). Unallocated shares are voted
by the trustees. The trustees, and the number of shares
allocated to their accounts are as follows: Mr. Cray, Jr.
(129,597 shares); Mr. Seaberg (63,640 shares); Mr. Booe
(37,178 shares); Mr. Cahill (7,483 shares); and Mr. Schrick
(18,188 shares). A total of 129,661 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
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 120,944 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 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 2,151 of the shares are held by members of Mr.
Reintjes' family.
(h) Includes 11,187 shares held by members of Mr. Schrick's
family.
(i) Includes 205,811 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 (i) as
well as shares held by members of the families of officers
not listed in the table.
<PAGE>
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 1995. The selection
was made upon the recommendation of the Audit Committee, which
consists of Mr. Bruggen, Chairman, and Messrs. Braude, MacLeod,
Jabara 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 3, 1996, 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, 1996.
By Order of the Board of Directors
s/Ladd M. Seaberg
Laidacker M. Seaberg
President and Chief Executive Officer
September 12, 1995
<PAGE>
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 5, 1995,
or at any adjournment thereof.
The undersigned has received the Company's Annual Report for
1995, 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>
(CONTINUED FROM OTHER SIDE)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS:
1. Election of one Group A Director for a term to expire in 1998.
THE BOARD OF DIRECTORS HAS NOMINATED TOM MACLEOD, JR.
[box] FOR THE NOMINEE. [box] AUTHORITY WITHHELD FROM
THE 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" THE NOMINEE UNDER
PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
<PAGE>
[LOGO] 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 5, 1995,
or at any adjournment thereof.
The undersigned has received the Company's Annual Report for
1995, 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>
(CONTINUED FROM OTHER SIDE)
THE PROXIES ARE HEREBY GIVEN THE FOLLOWING AUTHORITY:
1. Election of the following nominees as Group B Directors for
terms to expire in 1998:
CLOUD L. CRAY, JR. AND ROBERT J. REINTJES
[box] FOR ALL NOMINEES. [box] AUTHORITY WITHHELD FROM ALL
NOMINEES.
[box] 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, AUTHORITY WILL BE WITHHELD FROM ALL NOMINEES.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
<PAGE>
September 12, 1995
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 5, 1995.
We are also enclosing a copy of the Company's Annual Report
for 1995 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,
Laidacker M. Seaberg
President and
Chief Executive Officer
<PAGE>
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 5, 1995, or
at any adjournment thereof.
The undersigned has received the Company's Annual Report for 1995
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>
(CONTINUED FROM OTHER SIDE)
THE BOARD OF DIRECTORS OF MIDWEST GRAIN PRODUCTS, INC. RECOMMENDS
A VOTE FOR THE FOLLOWING PROPOSALS:
1. Election of one Group A Director for a term to expire in 1998.
THE BOARD OF DIRECTORS HAS NOMINATED TOM MACLEOD, JR.
[box] FOR THE NOMINEE. [box] AUTHORITY WITHHELD FROM
THE 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" THE NOMINEE UNDER PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
<PAGE>
September 12, 1995
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 5, 1995.
We are also enclosing a copy of the Company's Annual Report
for 1995 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,
Laidacker M. Seaberg
President and
Chief Executive Officer
<PAGE>
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 5, 1995, or at any adjournment thereof.
The undersigned has received the Company's Annual Report for 1995
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>
(CONTINUED FROM OTHER SIDE)
THE BOARD OF DIRECTORS OF MIDWEST GRAIN PRODUCTS, INC. RECOMMENDS
A VOTE FOR THE FOLLOWING PROPOSALS:
1. Election of one Group A Director for a term to expire in 1998.
THE BOARD OF DIRECTORS HAS NOMINATED TOM MACLEOD, JR.
[box] FOR THE NOMINEE. [box] AUTHORITY WITHHELD FROM
THE 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" THE NOMINEE UNDER PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
