<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 8, 2000
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 2000 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 15, 2000
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 12, 2000, 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 2003;
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, 2000, 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>
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 12, 2000, 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 15, 2000.
GENERAL INFORMATION
The holders of outstanding shares of Common Stock and Preferred Stock of
the Company at the close of business on August 18, 2000, 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 18, 2000, there were 8,556,997 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 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 the persons nominated for the Group B positions. Daryl
Schaller, Ph.D. and Linda Miller have been nominated by the Board of Directors
for election to the Group A positions for terms expiring at the Annual Meeting
in 2003. Michael Braude has been nominated by the Board of Directors for
election to the Group B position for a term expiring at the Annual Meeting in
2003. Messrs. Schaller and Braude are now and have been directors of the Company
for more than the past two years. Ms. Miller has served as a director since June
2000. 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 terms expiring in 2003)
LINDA E. MILLER Ms. Miller, age 47, has been a director since June ,
2000. She is also a member of the Audit Review
Committee and the Human Resources Committee. She is
an independent marketing consultant and has been a
Program Director of the University of Kansas School
of Journalism since 1996. She was Marketing Director
of the American Business Women's Association , Kansas
City, Missouri from 1990 to 1996.
DARYL R. SCHALLER, Ph.D. Dr. Schaller, age 56, has been a director since
October, 1997. He is also Chairman of the Human
Resources Committee and a member of the Audit Review
and Nominating Committees. 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.
2
<PAGE>
GROUP B NOMINEE
(For term expiring in 2003)
MICHAEL BRAUDE Mr. Braude, age 64, has been a director since 1991.
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.
OTHER
GROUP A DIRECTORS
MICHAEL R. HAVERTY Mr. Haverty, age 54, has been a director since
October 1999. His present term expires in 2002. He is
Chairman of the Nominating Committee and a member of
the Audit Review and Human Resources Committees. He
is 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.
F.D. "Fran" JABARA Mr. Jabara, age 75, has been a director since October
6, 1994. Mr. Jabara plans to retire from the Board
upon the expiration of his present term at the Annual
Meeting on October 12, 2000. He is a member of the
Audit Review 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.
3
<PAGE>
OTHER
GROUP B DIRECTORS
CLOUD L. CRAY, JR. Mr. Cray, age 77, has been a director since 1957, and
has served as Chairman of the Board since 1980. His
present term expires in 2001. 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 68, has been a director since 1986.
His present term expires in 2001. He is Chairman of
the Audit Review Committee and a member of the
Nominating and Human Resources 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.
RANDALL M. SCHRICK Mr. Schrick, age 50, has been a director since 1987.
His present term expires in 2002. 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 54, has been a director since 1979.
His present term expires in 2002. 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 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 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
4
<PAGE>
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, 2000, the Board met five times, the
Audit Review 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 97.5%. Each Director
attended at least 75% of the meetings of the Board and the Committees of which
the Director was a member.
The Audit Review Committee reviews the process involved in the preparation of
the Company's annual audited financial statements and recommends to the Board of
Directors an independent accountant to conduct that audit and to review the
Company's quarterly financial statements. It also reviews and makes
recommendations with regard to the process involved in the Company's
implementation of its conflict of interest and business conduct policy. In
connection with this work the Committee annually reviews: (a) the adequacy of
the Audit Review Committee's Charter, that is adopted by the Board of Directors;
(b) the independence and financial literacy of each member of the Audit Review
Committee; (c) the plan for and scope of the annual audit; (d) fees proposed by
the Company's auditors; (e) certain matters relating to the independence of the
Auditor; (f) certain matters required to be discussed with the Auditors relative
to the quality of the Company's accounting principles; (f) the audited financial
statements and results of the annual audit; (g) recommendations of the Auditors
with respect to internal controls and other financial matters; (h) significant
changes in accounting principles that are brought to the attention of the
Committee; and (i) various other matters that are brought to the attention of
the Committee. A detailed description of the Committee's function is outlined in
the Charter of the Audit Review Committee, which is appended to this Proxy
Statement as Appendix A.
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, 2000, 1999 and 1998 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>
<S> <C> <C> <C> <C> <C> <C>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------- --------------
Securities
Other Annual Underlying All Other
Name and Salary Bonus Compensation Options Compensation
Principal Position Year ($) (1) ($) ($) (#) ($) (1)
----------------------------- ------- ---------- ----------- -------------- -------------- --------------
Laidacker M. Seaberg
President and Chief 2000 $ 357,750 $20,050 --- 24,000 $ 14,402
Executive Officer 1999 335,050 26,735 --- 24,000 14,409
1998 314,495 -- --- 24,000 14,399
Randy M. Schrick
Vice President of 2000 165,500 9,032 --- 12,000 14,402
Operations 1999 154,350 12,316 --- 12,000 14,409
1998 143,500 --- --- 12,000 12,914
Robert G. Booe
Vice President-
Finance and 2000 166,757 9,246 --- 12,000 14,402
Administration and Chief 1999 154,350 12,316 --- 12,000 14,409
Financial Officer 1998 143,500 --- --- 12,000 12,914
Sukh Bassi, Ph.D.
Vice President-
Specialty Ingredients 2000 165,966 9,346 --- 12,000 14,402
Marketing and Sales, 1999 154,350 12,316 --- 12,000 14,409
Research and 1998 126,588 15,000 --- 7,000 12,743
Development
Dennis E. Sprague
Vice President- 2000 155,178 8,697 --- 12,000 14,402
Corporate Marketing and 1999 145,000 11,570 12,000 14,103
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, 2000.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 2000
<S> <C> <C> <C> <C> <C> <C>
Individual Grants Potential
Realizable Value
Number of % of Total at Assumed
Securities Options Annual Rates of
Underlying Granted to Stock price
Options employees Exercise Appreciation for
Granted in Fiscal Price Expiration Option Term
Name (#) Year * ($/Sh) Date 5% ($) 10% ($)
---- --- ------ ------ ---- ----- ---------
Laidacker M. Seaberg 24,000 27.9 8.00 12/9/09 $ 120,000 $ 306,000
Randy M. Schrick 12,000 13.9 8.00 12/9/09 60,360 153,000
Robert G. Booe 12,000 13.9 8.00 12/9/09 60,360 153,000
Sukh Bassi, Ph.D. 12,000 13.9 8.00 12/9/09 60,360 153,000
Dennis E. Sprague 12,000 13.9 8.00 12/9/09 60,360 153,000
---------------
</TABLE>
* During the fiscal year options covering an additional 97,500 shares
were granted 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
13.1% for Mr. Seaberg and 6.5% 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, 2000, and unexercised options held as of the end of fiscal 2000:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL 2000
AND FY-END OPTION VALUES
<S> <C> <C> <C> <C>
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
---- ----------------- --------------- ----------------- -------------
Laidacker M. Seaberg --- --- 60,000/60,000 ---
Randy M. Schrick --- --- 30,000/30,000 ---
Robert G. Booe --- --- 30,000/30,000 ---
Sukh Bassi, Ph.D. --- --- 18,750/26,250 ---
Dennis E. Sprague --- --- 6,500/24,500 ---
</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, 1995 and ending June
30, 2000, 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, 1995
AND AT EACH SUBSEQUENT JUNE 30
[GRAPHIC OMITTED, CHART REFLECTS INFORMATION SHOWN IN TABLE BELOW]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1995 1996 1997 1998 1999 2000
MWGP $100 $71 $72 $79 $61 $45
NASDAQ FOOD $100 $102 $121 $148 $153 $148
NASDAQ COMPOSITE $100 $128 $156 $205 $296 $437
</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, 2000, consisted of Daryl R. Schaller, Ph.
D. (Chairman), Michael R. Haverty, Robert J. Reintjes, F. D. Jabara, and Michael
Braude. At present the Committee consists of the same members plus Linda E.
Miller. 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, 2000 ("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 2000 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 annually, of up to 25% of
each employee's base salary to the extent that certain Company performance
targets are met. In 2000 some of the targets were met and this resulted in
average bonuses for all covered employees of between 4.5% and 6.7%.
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.
9
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 2000, options were
granted to seven executives to purchase an aggregate of 86,000 shares of the
Company's Common Stock at a price of $8.00 per share. Additional information
about options granted in 2000 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 2000, the Company
contributed an amount equal to 9% of eligible compensation for the plan.
Compensation of the Chief Executive Officer for 2000. All of the components
of the 2000 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.
(Chairman), Michael R. Haverty, Robert J. Reintjes, F. D. Jabara, and Michael
Braude, 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, 2000, 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, (iii) each of the executive
officers named in the Summary Compensation Table and (iv) all directors and
executive 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)............................ 11,914 .14
Sukh Bassi, Ph. D............................. 34,323 .40
Robert G. Booe (b) (c)(d)..................... 109,911 1.28
Brian Cahill (c)............................. 25,411 .30
Cloud L. Cray, Jr.(b)(e)(f)................... 2,270,615 26.54 333 76.2
Richard B. Cray (e)(g)........................ 59,739 .70 334 76.4
Michael R. Haverty............................ 3,709 .04
F. D. "Fran". Jabara (b)...................... 10,507 .12
Linda E. Miller............................... 375 .01
Dave Rindom (c)(i)............................ 6,530 .08
Robert J. Reintjes (b)(h)..................... 18,575 .22
Randy M. Schrick (b)(c)(j).................... 51,994 .61
Daryl Schaller (b)............................ 6,862 .08
Laidacker M. Seaberg (b)(c)(e)(k)............. 570,449 6.67 404 92.4
Dennis Sprague................................ 6,500 .08
Cray Family Trust (e)......................... -- -- 333 76.2
Trustees of the Company's ESOPs,
(Robert G. Booe, Brian Cahil, Dave
Rindom, Randy Schrick and
Ladd Seaberg)(c)......................... 974,608 11.39
All Executive Officers and Directors
as a Group of 17 (b)(l)..................... 2,977,646 34.80 405 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, 2000. Stockholders disclaim beneficial ownership in the
shares described in the footnotes as being "held by" or "held for the
benefit of" other persons.
11
<PAGE>
(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, 2000. These consist of options held by four non-employee
directors to purchase 4,000 shares each, one non-employee director to
purchase 3,000 shares, and one non-employee director to purchase 1,000
shares, options held by Messrs. Booe, Schrick and Seaberg to purchase
30,000, 30,000 and 60,000 shares, respectively and options held by all
officers and directors as a group to purchase 249,080 shares.
(c) The Company's Employee Stock Ownership Plans (ESOPs) hold for the benefit
of participants 974,608 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 which were allocated at July 1, 2000. Any unallocated
shares are voted by the trustees. The trustees, and the number of shares
allocated to their accounts are as follows: Mr. Seaberg (68,275 shares);
Mr. Booe (36,705 shares); Mr. Cahill (10,972 shares); Mr. Rindom (7,201
shares); and Mr. Schrick (22,623 shares). A total of 132,229 shares are
allocated to the accounts of all other officers and directors. The number
and percentage of ownership shown after the names of each of the Trustees
in the table above do not include any of the 974,608 shares, including
shares allocated to their individual accounts. Accordingly the aggregate
beneficial ownership for each of the Trustees is the individual amounts
shown, plus 974,608 shares and 11.39%.
(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 194,148 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 40,000 shares held by the
Cloud L. Cray Foundation.
(g) Includes 333 shares of Preferred Stock held by the Cray Family Trust and
40,000 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 3,103 shares held by a trust for the benefit of Mr. Rindom's
wife.
(j) Includes 5,414 shares held by members of Mr. Schrick's family.
(k) Includes 107,673 shares held by Mr. Seaberg's wife.
(l) 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.
12
<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 2000. The selection was made upon the recommendation
of the Audit Review Committee, which consists of Mr. Reintjes, Chairman, and
Messrs. Braude, Jabara, Haverty and Schaller and Ms. Miller. 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 11, 2001,
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, 2001. 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,
2001, at the above address.
By Order of the Board of Directors
s/ Laidacker M. Seaberg
Laidacker M. Seaberg
President and Chief Executive Officer
September 15, 2000
13
<PAGE>
Appendix A
CHARTER OF
MIDWEST GRAIN PRODUCTS, INC.
AUDIT REVIEW COMMITTEE
Adopted by the Board of Directors on March 8, 2000
and made effective as of
June 15, 2000
The Board of Directors of Midwest Grain Products, Inc. (the "Company") has
established an Audit Review Committee (the "Committee"). The following charter
shall govern the purpose, organization, membership, authority and duties of the
Committee.
1. Purpose.
The principal purpose of the Committee is to review the process
involved in the preparation of the Company's annual audited financial
statements. It is not the purpose or the responsibility of the
Committee to audit those financials or to review them to determine
whether they are accurate or complete or whether they have been
prepared in accordance with generally accepted accounting principles.
Although it is expected that members of the Committee will read the
annual audited financial statements in order to form a basis for its
recommendation as to whether they should be included in the Company's
Annual Report on Form 10-K, it is understood that the recommendation of
the Committee essentially will reflect the Committee's confidence in
their assessment of the process involved in the preparation and audit
of those statements. Although Committee members will also be familiar
with interim quarterly financial statements after they have been
published, it is not contemplated that the Committee has any
responsibility for any regular review of those statements prior to
their publication other than its responsibilities relating to the
selection of the auditor that will conduct the quarterly review of
those statements.
The Committee is also charged with the responsibility of annually
reviewing the process involved in the Company's implementation of its
Conflict of Interest and Business Conduct Policy and to make
recommendations to Management and the Board regarding that process.
2. Organization of Committee.
a. Number and Qualifications. The Committee shall be comprised of not
less than three directors, each of whom shall (i) have no
relationship to the Company, which in the opinion of the Board,
would interfere with the exercise of his or her independent
judgment and who shall also satisfy the independence requirements
of NASD Ruless. 4200(a)(15) ("Independent Director") and
4310(c)(26)(B), and (ii) be able to read and understand fundamental
financial statements, including the Company's balance sheet, income
statement, and cash flow statement or will become able to do so
within a reasonable period of time after appointment to the
Committee. At least one member of the Committee must have past
employment experience in financial or accounting, requisite
professional certification in accounting, or any other comparable
experience or background which results in the individual's
financial sophistication, including being or having been a chief
executive officer, chief financial officer or other senior officer
with financial oversight responsibilities.
b. Committee Chairman. One of the members of the Committee shall be
appointed Committee chairperson by the Board of Directors for such
term as the Board may specify at the time of the appointment. The
Committee Chairman shall have the responsibility of moderating and
presiding over meetings of the Committee and shall have such other
responsibilities as may be assigned by resolution of the Board or
the Committee.
c. Rules of Procedure. The Committee shall operate in accordance with
such rules of procedure as it may from time to time establish.
1
3. Authority. The Committee shall have the authority necessary to enable
it to carry out its responsibilities as set forth in this charter. All
employees are directed to cooperate as requested by members of the
Committee. The Committee is empowered to retain persons having special
competence as necessary to assist the Committee in fulfilling its
responsibility.
4. Responsibilities. Subject to the provisions of Section 1, to assist the
Board with respect to the process involved in the Company's preparation
of annual audited financial statements, the Committee shall have the
following duties, together with such other duties and responsibilities
as the Board may delegate by resolution to the Committee from time to
time:
a. Meetings. Hold meetings necessary to effectively carry out the
responsibilities of the Committee.
b. Annual Review of Audit Committee Charter. The Committee shall
annually review and assess the adequacy of this Charter and make
recommendations to the Board necessary to provide for the continued
adequacy of the Charter to achieve its stated purpose.
c. Publication of Audit Committee Charter. The Committee shall see
that the Audit Committee Charter is included as an appendix to the
Company's proxy statement for its annual meeting of stockholders,
unless a copy has been included as an appendix to the Company's
proxy statement within the Company's past three fiscal years. The
initial publication shall be made in the proxy statement for the
annual meeting of stockholders held in the year 2001, if not
earlier.
d. Annual Review of Independence and Literacy of Audit Committee
Members. The Committee shall annually review and assess the
independence and financial literacy of each Committee member and
report its findings to the Board regarding such matters.
e. Selection, Evaluation and Replacement of Independent Auditor. The
Committee shall recommend to the Board, annually, the appointment
of a firm of independent public accountants as the Company's
Independent Auditor to audit and report on the Company's annual
financial statements that are required to be filed with the
Securities and Exchange Commission on Form 10-K and to review the
Company's quarterly financial statements that are required to be
filed with the Securities and Exchange Commission on Form 10-Q. The
Committee shall also be responsible for annually evaluating the
performance of the Independent Auditor and, if deemed appropriate,
to recommend a replacement of the Independent Auditor.
f. Review of Certain Items with Representatives of the Independent
Auditor. The Committee shall review and discuss, annually and at
such other times as may be appropriate, with the Independent
Auditor the following matters and shall take such actions with
respect to the results of such reviews and discussions, including
the making of recommendations to the Board, as may be appropriate
and consistent with the duties of the Committee:
(1) The plan for and scope of the annual audit of the Company's
financial statements.
(2) The fees proposed by the Company's Independent Auditor for
its services.
(3) The written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard
No. 1 (Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees), as may be
modified or supplemented. The review shall include an active
dialogue with the the Independent Auditor with respect to any
disclosed relationships or services that may impact the
objectivity and independence of the Independent Auditor. The
Committee shall also be responsible for taking or
recommending that the Board of Directors take appropriate
action in response to the Independent Auditor's report to
satisfy itself of the Independent Auditor's independence.
(4) The matters required to be discussed with the Independent
Auditor by SAS 61 (Codification of Statements on Auditing
Standards, AU 380), as may be modified or supplemented, which
2
relate to the Independent Auditor's judgments about the
quality, not just the acceptability, of the Company's
accounting principles as applied in its financial reporting.
(5) The Results of the annual audit.
(6) Any recommendations of the Independent Auditor with respect
to internal controls and other financial matters, including
any perceived weaknesses in the Company's internal controls,
policies, and procedures.
(7) Any significant changes made by management in the basic
accounting principles and reporting standards used in the
preparation of the Company's financial statements.
(8) Assurances provided by the Independent Auditor with respect
to the compliance of the audit with the requirements of
Section 15 U.S.C. Section 78j-1(a) of the Securities Exchange
Act of 1934 relating to the detection of certain illegal
acts, the identification of certain related party
transactions and an evaluation of the Company's ability to
continue as a going concern.
(9) Any management letter provided by the Independent Auditor and
the Company's response to the letter.
(10) The manner in which the Company's internal accounting
department works in connection with the Independent Auditor,
including management's responses to recommendations made and
plans for future audit coverage.
(11) Any difficulties encountered in the course of the work of the
Independent Auditor, including any restrictions on the scope
of activities or access to information.
g. Review and Discussions with Management.
(1) Review and discuss the audited financial statements with
management and the Company's accounting staff.
(2) Also, when necessary or appropriate, discuss with management
the items reviewed with the Independent Auditor under
subsection (f) of this Section 4.
h. Recommendation Regarding Inclusion of Audited Financial Statements
in Annual Report. Based on the review and discussions referred to
in subsections (f) and (g)(1) of this Section 4, provide a
recommendation to the Board of Directors as to whether the audited
financial statements should be included in the Company's Annual
Report on Form 10-K for the fiscal year in question.
i. Annual Audit Committee Report. Beginning with the annual proxy
statement issued during 2001, publish a report in the annual proxy
statement of the Company over the printed signatures of each member
of the Audit Committee which shall state whether it has performed
the duties set forth in Sections 4. f.(3), 4.f.(4) , 4. f.(5),
g.(1) and h. above.
j. Reports to the NASD. The Committee will confirm that approximately
once each year the Company has provided to the NASD written
confirmation required by NASD Rules 4310(c)(26)(A) and (B) relating
to the composition of the Audit Committee and review of the Audit
Committee Charter.
k. Conflict of Interest and Business Conduct Policy. Review the
process involved in the Company's implementation of its Conflict of
Interest and Business Conduct Policy.
5. Compensation of Committee. The Committee shall be compensated in
accordance with the compensation policy that has been established for
other committees of the Board.
3
<PAGE>
MIDWEST GRAIN PRODUCTS, INC.
--------------------------------------------------------------------------------
[GRAPHIC OMITTED]
--------------------------------------------------------------------------------
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 12, 2000, or at any
adjournment thereof.
The undersigned has received the Company's Annual Report for 2000, 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 two Group A Directors for terms expiring in 2003. The Board of
Directors has nominated:
Linda E. Miller and Daryl R. Schaller, Ph.D.
[ ] 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" BOTH NOMINEES 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 12,
2000, or at any adjournment thereof.
The undersigned has received the Company's Annual Report for 2000, 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 one Group B Director for a term expiring in 2003. The Board has
nominated: Michael Braude
[ ] FOR Nominee [ ] AUTHORITY WITHHELD from 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>
September 15, 2000
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 12, 2000.
We are also enclosing a copy of the Company's Annual Report for 2000 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 12, 2000, or at any adjournment thereof.
The undersigned has received the Company's Annual Report for 2000 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 two Group A Directors for terms expiring in 2003. The Board of
Directors has nominated:
Linda E. Miller and Daryl R. Schaller, Ph.D.
[ ] FOR both Nominees [ ] AUTHORITY WITHHELD from both Nominees
[ ] AUTHORITY WITHHELD from the following 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" BOTH NOMINEES UNDER PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
<PAGE>
September 15, 2000
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 12, 2000.
We are also enclosing a copy of the Company's Annual Report for 2000 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 12,
2000, or at any adjournment thereof.
The undersigned has received the Company's Annual Report for 2000 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 two Group A Directors for terms expiring in 2003. The Board of
Directors has nominated:
Linda E. Miller and Daryl R. Schaller, Ph.D.
[ ] FOR both Nominees [ ] AUTHORITY WITHHELD from both Nominees
[ ] AUTHORITY WITHHELD from the following 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" BOTH NOMINEES UNDER PROPOSAL 1.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
