<PAGE>
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Dated September 10, 1999
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
MIDWEST GRAIN PRODUCTS, INC.
(Name of Registrant as Specified in Its Charter)
___________________________________________________________
(Name of Person(s) Filing Proxy Statement if Other than 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)(4) and 0-11.
1) Title of each class of securities to which transaction
applies: _____________________________________________
2) Aggregate number of securities to which transaction
applies: _____________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): ________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________
5) Total fee paid:_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
1) Amount previously paid:__________________________________
2) Form, schedule or registration statement no.:____________
3) Filing party:____________________________________________
4) Date filed:______________________________________________
<PAGE>
NOTICE OF 1999 ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
[GRAPHIC OMITTED] MIDWEST GRAIN PRODUCTS, INC.
<PAGE>
MIDWEST GRAIN PRODUCTS, INC.
1300 Main Street
Atchison, Kansas 66002
September 16, 1999
NOTICE OF ANNUAL MEETING
To the Stockholders:
The Annual Meeting of Stockholders of Midwest Grain Products, Inc. will
be held at the Atchison Heritage Conference Center, 710 South 9th Street,
Atchison, Kansas 66002, on Wednesday, October 13, 1999, beginning at 10:00 a.m.,
local time, for the following purposes:
o To elect three directors each for a three-year term expiring in 2002;
o 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 20, 1999, 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 13, 1999, 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 16, 1999.
GENERAL INFORMATION
The holders of outstanding shares of Common Stock and Preferred Stock
of the Company at the close of business on August 20, 1999, 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 20, 1999, there were
9,500,572 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, 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.
Abstentions and broker non-votes will be counted as present for
purposes of determining the existence of a quorum at the Annual Meeting.
Abstentions will be treated as shares present and entitled to vote for purposes
of any matter requiring the affirmative vote of a majority or other proportion
of the shares present and entitled to vote. With respect to shares relating to
any proxy as to which a broker non-vote is indicated on a proposal, those shares
will not be considered present and entitled to vote with respect to any such
proposal. With respect to any matter brought before the Annual Meeting requiring
the affirmative vote of a majority or other proportion of the outstanding shares
of a class, an abstention or non-vote will have the same effect as a vote
against the matter being voted upon.
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
Two Group B Directors and one Group A 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 the persons nominated for the Group B
positions. Laidacker M. Seaberg and Randall M. Schrick have been nominated by
the Board of Directors for election to the Group B positions for terms expiring
at the Annual Meeting in 2002. Michael R. Haverty has been nominated by the
Board of Directors for election to the Group A position for a term expiring at
the Annual Meeting in 2002. Messrs. Seaberg and Schrick are now and have been
directors of the Company for more than the past two 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 2002)
MICHAEL R. HAVERTY Mr. Haverty, age 53, has been the Executive Vice
President of Kansas City Southern Industries, Inc. and President and Chief
Executive Officer of The Kansas City Southern Railway Company since 1995. Mr.
Haverty previously served as Chairman and Chief Executive Officer of Haverty
Corporation from 1993 to May, 1995, acted as an independent executive
transportation adviser from 1991 to 1993 and was President and Chief Operating
Officer of The Atchison, Topeka and Santa Fe Railway Company from 1989 to 1991.
He is also a director of Kansas City Southern Industries, Inc. and Grupo
Transportacion Ferroviaria Mexicana, S.A. de C.V.
GROUP B NOMINEES
(For terms expiring in 2002)
RANDALL M. SCHRICK Mr. Schrick, age 49, has been a Group B director since
1987. His present term expires in 1999. 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.
2
<PAGE>
LAIDACKER M. SEABERG Mr. Seaberg, age 53, has been a Group B director since
1979. His present term expires in 1999. 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.
OTHER
GROUP A DIRECTORS
F. D. "Fran" JABARA Mr. Jabara, age 74, has been a Group A director since
October 6, 1994. His present term expires in 2000. He is Chairman of the Audit
Committee and a member of the Nominating and Human Resources 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.
ELEANOR B. SCHWARTZ, D.B.A. Dr. Schwartz, age 62, has been a director since
June 3, 1993. Her present term expires in 1999. She is also a member of the
Audit Committee and the Human Resources Committee. She has been a professor of
Business & Administration for the University of Missouri-Kansas City since
February, 1999. She was Chancellor of the University of Missouri-Kansas City
from May, 1992 to February, 1999, 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 each of the funds in The
United Group of Mutual Funds, Target/The United Funds, Inc. and Waddell & Reed
Funds, Inc.
DARYL R. SCHALLER, Ph.D. Dr. Schaller, age 55, has been a director since
October, 1997. His present term expires in 2000. He is also Chairman of the
Human Resources Committee and a member of the Audit Committee. He retired from
Kellogg Co. in 1996 after 25 years of service. He served Kellogg as its Senior
Vice President -- Scientific Affairs from 1994, and previously was Senior Vice
President -- Research, Quality and Nutrition for Kellogg. He is also a director
of Iams Company, a producer of pet foods, and of Cancer Research Foundation of
America.
3
<PAGE>
OTHER
GROUP B DIRECTORS
MICHAEL BRAUDE Mr. Braude, age 63, has been a Group B director since 1991.
His present term expires in 2000. He is a member of the Audit, Human Resources
and Nominating 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 NPC International,
Inc., an operator of numerous Pizza Hut and other quick service restaurants
throughout the United States, 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.
CLOUD L. CRAY, JR. Mr. Cray, age 76, has been a director since 1957, and
has served as Chairman of the Board since 1980. His present term expires in
2001. He is a member of the Human Resources Committee. 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 67, has been a director since 1986.
His present term expires in 2001. He is Chairman of the Nominating Committee and
a member of the Audit and Human Resources Committee. 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.
Certain Information Concerning the Board and its Committees
The Board has three standing committees: Audit, Nominating and Human
Resources.
Non-employee directors are paid a retainer at the rate of $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. Pursuant to a stockholder approved plan, each non-employee director
also receives an automatic grant of an option to purchase 1,000 shares of the
Company's Common Stock
4
<PAGE>
on the first business day following each annual meeting of stockholders at a
price equal to the Fair Market Value of the Common Stock on that date. Options
become exercisable on the 184th day following the date of grant and expire on
the sooner of (a) ten years from the date of grant, (b) three years following
termination of the Director's office due to retirement following age 70, (c) one
year following termination of the Director's office due to death or (d) 90 days
following the date of the termination of the Director's term of office for any
other reason.
During the fiscal year ended June 30, 1999, the Board met five times,
the Audit Committee met three times, the Human Resources Committee met four
times and the Nominating Committee met once. The attendance at Committee and
Board meetings by all Directors in the aggregate was 95%. Each Director attended
at least 75% of the meetings of the Board and the Committees of which the
Director was a member.
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 report directly to the Chief
Executive Officer. 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, the Salaried and Senior Stock Incentive Plans and Directors' Stock Option
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, 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
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning compensation for
each of the years ending June 30, 1999, 1998 and 1997 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
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------- --------------
Securities
Other Annual Underlying All Other
Name and Salary Bonus Compensation Options Compensation
Principal Position Year ($) (1) ($) ($) (#) ($) (1)
- ----------------------------- ------- ---------- ----------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Laidacker M. Seaberg
President and Chief 1999 $ 335,050 $26,735 --- 24,000 $ 14,409
Executive Officer 1998 324,495 --- --- 24,000 14,399
1997 --- --- 24,000 11,986
299,520
Randy M. Schrick
Vice President of 1999 154,350 12,316 --- 12,000 14,409
Operations 1998 143,500 --- --- 12,000 12,914
1997 --- --- 12,000 10,924
136,675
Robert G. Booe
Vice President-
Finance and 1999 154,350 12,316 --- 12,000 14,409
Administration and Chief 1998 143,500 --- --- 12,000 12,914
Financial Officer 1997 136,675 --- --- 12,000 10,924
Sukh Bassi, Ph.D.
Vice President-
Specialty Ingredients 1999 154,350 12,316 --- 12,000 14,405
Marketing and Sales, 1998 126,588 15,000 --- 7,000 9,637
Research and 1997 120,550 --- --- 7,000 9,637
Development
Dennis E. Sprague
Vice President- 1999 145,000 11,570 --- 12,000 14,103
Corporate Marketing and
Sales
</TABLE>
- -----------------
(1) 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.
6
<PAGE>
Stock Options
The following table contains information concerning the grant of stock
options under the Company's Stock Incentive Plan of 1996 to the Named Executive
Officers during the fiscal year ended June 30, 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1999
Potential
Individual Grants Realizable Value
-------------------------------------------------------- at Assumed
Number of % of Total Annual Rates of
Securities Options Stock Price
Underlying Granted to Appreciation for
Options Employees Exercise Option Term
Granted in Fiscal Price Expiration ----------------------------------
Name (#) Year * ($/Sh) Date 5% ($) 10% ($)
---- ------------ ------------- ---------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Laidacker M. Seaberg 24,000 24.8 12.50 12/10/08 $ 188,664 $ 478,080
Randy M. Schrick 12,000 12.4 12.50 12/10/08 94,332 239,040
Robert G. Booe 12,000 12.4 12.50 12/10/08 94,332 239,040
Sukh Bassi, Ph.D. 12,000 12.4 12.50 12/10/08 94,332 239,040
Dennis E. Sprague 12,000 12.4 12.50 12/10/08 94,332 239,040
- ---------------
</TABLE>
* During the fiscal year the stockholders of the Company approved and
thereby made effective, a March 1998 grant of options covering an
additional 171,360 shares to salaried employees other than executive
officers. The percentages shown in the table do not reflect these
shares. If those shares were to be included in the calculation, the
percentages would be 8.9% for Mr. Seaberg and 4.5% for the other listed
executive officers.
Option Exercises and Year End Holdings
The following table provides information, with respect to the Named
Executive Officers, concerning the exercise of options during the fiscal year
ended June 30, 1999, and unexercised options held as of the end of fiscal 1999:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL 1999
AND FY-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- ----------------- -------------- --------------------- -------------
<S> <C> <C> <C> <C>
Laidacker M. Seaberg --- --- 36,000/60,000 ---
Randy M. Schrick --- --- 18,000/30,000 ---
Robert G. Booe --- --- 18,000/30,000 ---
Sukh Bassi, Ph.D. --- --- 10,500/22,500 ---
Dennis E. Sprague --- --- 1,750/17,250 ---
</TABLE>
7
<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, 1994 and ending June
30, 1999, 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 61 active 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, 1994
AND AT EACH SUBSEQUENT JUNE 30
[Performance Graph Showing Information Set Forth in Table Below]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
_______________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
MWGP $100 $53 $37 $38 $41 $32
NASDAQ FOOD $100 $107 $110 $130 $159 $164
NASDAQ COMPOSITE $100 $134 $171 $208 $274 $392
</TABLE>
8
<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
Committee for the year ended June 30, 1999, consisted of Daryl R. Schaller, Ph.
D. (Chairman), Tom MacLeod, Jr., and Eleanor B. Schwartz, D.B.A. The present
Committee consists of Daryl R. Schaller, Ph.D. (Chairman), Eleanor B. Schwartz,
D.B.A., Cloud L. Cray, Jr., Robert J. Reintjes, F. D. Jabara, and Michael
Braude. 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 and employees who report directly to the Chief
Executive Officer. The recommendations are acted upon by the full board which
includes Messrs. Seaberg and Schrick, who are two 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, 1999 ("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,
(iv) stock options and (v) 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. The past practice of the Committee has been to establish
base salaries of all executives prior to the beginning of the Year based on the
various factors described in the preceding paragraph. In 1999 the Committee
increased base salaries to the levels indicated in the Summary Compensation
Table to keep salary levels reasonably consistent with inflation and salary
levels for executives in comparable positions in comparable enterprises. These
increases were based to a large part on studies conducted by Hay Management
Consultants.
Annual Cash Bonuses. Annual cash bonuses are paid primarily pursuant to
a Cash Bonus Plan. Under that 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 if certain performance targets are met. In 1999
some of the targets were met and this resulted in average bonuses for all
covered employees of between 7.5% and 8.3%.
9
<PAGE>
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. No awards
were made from the bonus pool to any of the named executive officers during
1999.
Stock Incentive Plan of 1996. In January, 1996, the Board of Directors,
upon recommendation of the Committee, adopted the Stock Incentive Plan of 1996.
The Plan was approved by stockholders at the Annual Meeting in 1996. The Board
and the Committee took this action due to a recognized need to provide medium
term incentives for the retention and motivation of Senior Executives consistent
with current needs to conserve cash. Since that action the Committee has granted
options to Senior Executives on an annual basis. In fiscal 1999, options were
granted to eight executives to purchase an aggregate of 97,500 shares of the
Company's Common Stock at a price of $12.50 per share. Additional information
about options granted in 1999 and the aggregate of options granted since the
adoption of the plan is reflected in the tables on page 7.
Employee Stock Ownership Plan. The final component of executive
compensation consists of participation in the Company's employee stock ownership
plans for salaried and certain hourly employees ("Salaried ESOP"). 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 Salaried ESOP 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. In fiscal 1999, the Company
contributed an amount equal to 9% of eligible compensation for the plan.
Compensation of the Chief Executive Officer for 1999. All of the
components of the 1999 compensation of the Chief Executive Officer were
determined in accordance with the criteria described above for other Senior
Executives.
This report is being made over the names of Daryl R. Schaller, Ph.D. and
Eleanor B. Schwartz, D.B.A., who are the continuing members of the Committee
which passed on Executive Compensation for the Year.
10
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth as of July 1, 1999, 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.
<TABLE>
<CAPTION>
Shares Beneficially Owned (a)
--------------------------------------------------------
Stockholder Common Stock Preferred Stock
----------- ------------ ---------------
No. of Shares % No. of Shares %
------------- ---- ------------- ----
<S> <C> <C> <C> <C>
Michael Braude (b)............................ 9,025 .09
Robert G. Booe (b) (c)(d)..................... 1,078,534 11.32
Daryl Schaller (b)............................ 3,985 .04
Brian Cahill (c)............................. 1,006,564 10.57
Cloud L. Cray, Jr.(b)(e)(f)................... 2,225,049 23.36 333 76.2
Richard B. Cray (e)(g)........................ 95,534 1.00 334 76.4
F. D. "Fran". Jabara (b)...................... 7,593 .08
Dave Rindom (c)............................... 999,263 10.49
Robert J. Reintjes (b)(h)..................... 15,661 .16
Randy M. Schrick (b)(c)(i).................... 1,020,426 10.71
Laidacker M. Seaberg (b)(c)(e)(j)............. 1,539,325 16.16 404 92.4
Eleanor B. Schwartz (b)....................... 5,227 .05
Cray Family Trust (e)......................... 333 76.2
Trustees of the Company's ESOPs (c)........... 998,623 10.48
All Officers and Directors
as a Group of 18 (b)(k)..................... 3,827,558 40.18 405 92.6
</TABLE>
(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, 1999. 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 table includes shares which may be acquired pursuant to stock options
granted under the Company's stock option plans that became exercisable on
or before May 1, 1999. These consist of options held by five non-employee
directors to purchase 3,000 shares each and one non-employee director to
purchase 2,000 shares, options held by Messrs. Booe, Schrick and
11
<PAGE>
Seaberg to purchase 18,000, 18,000 and 36,000 shares, respectively and
options held by all officers and directors as a group to purchase
95,090 shares.
(c) The Company's Employee Stock Ownership Plans (ESOPs) hold for the benefit
of participants 998,623 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 except 20,000 were allocated at July 1, 1999). Unallocated shares are
voted by the trustees. The trustees, and the number of shares allocated to
their accounts are as follows: Mr. Seaberg (67,010 shares); Mr. Booe
(35,440 shares); Mr. Cahill (9,886 shares); Mr. Rindom (6,444 shares); and
Mr. Schrick (21,358 shares). A total of 140,807 shares are allocated to the
accounts of all other officers and directors.
(d) Includes 45,000 shares held by Mr. Booe's wife.
(e) 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.
(f) Includes 170,648 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 50,000 shares held by the
Cloud L. Cray Foundation.
(g) Includes 333 shares of Preferred Stock held by the Cray Family Trust and
50,000 shares of Common Stock held by a foundation with respect to which
Mr. Richard B. Cray is a Trustee.
(h) Includes 6,590 shares held by Mr. Reintjes' wife.
(i) Includes 6,014 shares held by members of Mr. Schrick's family.
(j) Includes 142,563 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.
(k) 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.
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 1999. The selection was made upon the recommendation
of the Audit Committee, which consists of Mr. Jabara,
12
<PAGE>
Chairman, and Messrs. Braude, Reintjes, Schaller 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 therefore.
Stockholders who intend to present proposals for inclusion in the
Company's Proxy Statement for the next Annual Meeting of Stockholders on October
12, 2000, 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 June 1, 2000. In addition, proxies solicited
by management may confer discretionary authority to vote on matters which are
not included in the proxy statement but which are raised at the Annual Meeting
by Stockholders, unless the Company receives written notice of the matter on or
before August 1, 2000, at the above address.
By Order of the Board of Directors
/s/ Ladd M Seaberg
Laidacker M. Seaberg
President and Chief Executive Officer
September 16, 1999
13
<PAGE>
[GRAPHIC OMITTED] MIDWEST GRAIN PRODUCTS, INC.
1300 Main Street, P.O. Box 130
Atchison, Kansas 66002-0130
Phone 913-367-1480
www.midwestgrain.com
<PAGE>
[Logo] 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 13, 1999, or at any
adjournment thereof.
The undersigned has received the Company's Annual Report for 1999, 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 expiring in 2001. The Board
of Directors has nominated Michael R. Haverty
[ ] FOR the Nominee. [ ] 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
300 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 13,
1999, or at any adjournment thereof. The undersigned has received the Company's
Annual Report for 1999, 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 two Group B Directors for terms expiring in 2002. The Board
has nominated:
Laidacker M. Seaberg and Randall M. Schrick
[ ] FOR both Nominees [ ] AUTHORITY WITHHELD from both Nominees
[ ] AUTHORITY 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" THE NOMINEES UNDER PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
<PAGE>
September 16, 1999
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 13, 1999.
We are also enclosing a copy of the Company's Annual Report for 1999 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>
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"), 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 13, 1999, or at any adjournment thereof.
The undersigned has received the Company's Annual Report for 1999 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 Recommends a vote FOR the following proposals:
1. Election of one Group A Director for a term expiring in 2002. The Board
of Directors has nominated Michael R. Haverty
[ ] FOR the Nominee. [ ] AUTHORITY WITHHELD from the Nominee.
2. In their 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 16, 1999
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 13, 1999.
We are also enclosing a copy of the Company's Annual Report for 1999 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>
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 Laidacker M. Seaberg, Robert G. Booe,
Brian Cahill, Dave Rindom 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 13,
1999, or at any adjournment thereof.
The undersigned has received the Company's Annual Report for 1999 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 Recommends a vote FOR the following proposals:
1. Election of one Group A Director for a term expiring in 2002. The Board
of Directors has nominated Michael R. Haverty
[ ] FOR the Nominee. [ ] AUTHORITY WITHHELD from the Nominee.
2. In their 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.
