<PAGE> 1
THIS DOCUMENT IS A CONFORMING ELECTRONIC COPY OF THE DEFINITIVE PROXY
STATEMENT FILED IN PAPER ON DECEMBER 21, 1993
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DEKALB GENETICS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BOWNE OF CHICAGO
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/X/ 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:
$125.00
- ----------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
DEF 14A
- ----------------------------------------------------------------------------
(3) Filing party:
DEKALB GENETICS CORPORATION
- ----------------------------------------------------------------------------
(4) Date filed:
12/21/93
- ----------------------------------------------------------------------------
- -------------------------
(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
DEKALB GENETICS CORPORATION
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 18, 1994
The Annual Meeting of Stockholders of DEKALB Genetics Corporation (the
"Company") will be held at the DeKalb County Farm Bureau, 315 N. Sixth Street,
DeKalb, Illinois 60115, on Tuesday, January 18, 1994 at 8:30 a.m., Central
Standard Time, for the following purposes:
(1) To elect three directors.
(2) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of directors and certain other information.
Only stockholders holding shares of Class A Common Stock of record at the
close of business on November 30, 1993 will be entitled to vote at the meeting.
Class A Stockholders, whether or not they expect to be present at the
meeting, are requested to sign and date the enclosed proxy and return it
promptly in the envelope enclosed for that purpose. Any person giving a proxy
has the power to revoke it at any time, and stockholders who are present at the
meeting may withdraw their proxies and vote in person.
By Order of the Board of Directors
John H. Witmer, Jr., Secretary
December 13, 1993
<PAGE> 3
DEKALB GENETICS CORPORATION
3100 SYCAMORE ROAD
DEKALB, ILLINOIS 60115
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of DEKALB Genetics
Corporation (the "Company") to be held on January 18, 1994, or at any
adjournment or adjournments thereof, at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. The
principal executive offices of the Company are located at 3100 Sycamore Road,
DeKalb, Illinois 60115.
The accompanying proxy is solicited on behalf of the Board of Directors of
the Company and is revocable at any time before it is exercised by written
notice of termination given to the Secretary of the Company or by filing with
him a later dated proxy. All shares of the Company's Class A Common Stock,
without par value, represented by properly executed and unrevoked proxies will
be voted if such proxies are received in time for the meeting. Such proxies and
this Proxy Statement are being sent to stockholders on or about December 13,
1993.
OUTSTANDING SHARES AND VOTING RIGHTS
Only holders of Class A Common Stock of record at the close of business on
November 30, 1993 will be entitled to vote at the meeting. At the record date,
there were outstanding 803,663 shares of Class A Common Stock. In addition, the
Company had outstanding at such date 4,335,733 shares of Class B Common Stock
not entitled to vote. Each share of Class A Common Stock is entitled to one vote
upon each matter to be voted on at the meeting. Stockholders do not have the
right to cumulate votes in the election of directors.
COST AND METHOD OF PROXY SOLICITATION
The Company will bear the cost of the solicitation. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such material by mail to each beneficial owner of shares of the
Company's Class A Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.
INFORMATION CONCERNING NOMINEES FOR DIRECTOR AND
OTHER DIRECTORS WHO WILL CONTINUE IN OFFICE
At the meeting, three directors are to be elected to the class of directors
whose terms expire in 1997. One nominee for director named herein (Richard O.
Ryan) will, if elected, be eligible to serve until that time or until his
successor is duly elected and qualified. The remaining two nominees named herein
(Charles C. Roberts and Paul F. Cornelsen) will, if elected, be eligible to hold
office for one year or, in each case, until his successor is duly elected and
qualified. Because Charles C. Roberts will become 70 years of age during 1994,
in accordance with the By-Laws of the Company, he will not be eligible to serve
for more than one year. Paul F. Cornelsen will become 70 years of age during
December 1993; however, in accordance with the
1
<PAGE> 4
provisions of the By-Laws of the Company, the Board of Directors waived the age
limitation to permit Mr. Cornelsen to serve an additional year.
Proxies submitted pursuant to this solicitation will be voted, unless
specified otherwise, for the election of the three persons named as nominees
below, each of whom has served continuously as a director of the Company since
the date indicated below. Except for John T. Roberts, who was elected a director
by the Board of Directors effective July 1, 1993, all incumbent nominees were
elected as directors by vote of the stockholders. In the event any of the
nominees, all of whom have expressed an intention to serve (as described above)
if elected, fail to stand for election, the persons named in the enclosed form
of proxy may vote for substitute nominees in their discretion.
There are eight directors whose present terms of office will continue after
the meeting until 1995 or 1996, as indicated below. Each has served continuously
as a director of the Company since the date indicated below the particular
director's name.
Also set forth below is the principal occupation of each nominee and
continuing director during the past five years.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
- -------------------------------------------------------------------- --- ----------------
<S> <C> <C>
Nominees for Director:
Charles C. Roberts.................................................. 69 August 29, 1988
Mr. Roberts is Chairman of the Executive Committee of the
Company. He was Vice Chairman of the Executive Committee until
July 8, 1991, at which time he was appointed to his present
position. He is Chairman of the Executive Committee of DEKALB
Energy Company and he is a director of that company. Mr.
Roberts is a member of the Compensation Committee.
Paul F. Cornelsen................................................... 69 August 29, 1988
Mr. Cornelsen is a Management Consultant. He was Chairman and
Chief Operating Officer of MiTek, Inc. until January 1, 1993,
at which time he became self-employed as a management
consultant with Cornelsen Associates. MiTek, Inc. is a
manufacturer of fastening devices and machinery for automated
building construction. Mr. Cornelsen is a director of Petrolite
Corporation. He is Chairman of the Compensation Committee.
Richard O. Ryan..................................................... 51 June 15, 1988
Mr. Ryan is President and Chief Operating Officer of the
Company. He was elected Executive Vice President and Chief
Financial Officer of the Company in June 1988 and held those
positions until January 1990 when he was elected to his present
position.
Directors Whose Terms Expire in 1995:
H. Blair White...................................................... 66 August 29, 1988
Mr. White is a partner in Sidley & Austin, a law firm that
provides legal services to the Company. He is a director of
DEKALB Energy Company, R. R. Donnelley & Sons Company and
Kimberly-Clark Corporation. Mr. White is a member of the
Compensation Committee and Chairman of the Audit Committee.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
- -------------------------------------------------------------------- --- ----------------
<S> <C> <C>
Bruce P. Bickner.................................................... 50 June 15, 1988
Mr. Bickner is Chairman and Chief Executive Officer of the
Company. He was elected Chairman, President and Chief Executive
Officer of the Company in June 1988. He relinquished the title
of President in January 1990. He is Chairman of the Board of
Directors of DEKALB Energy Company. Mr. Bickner was Chairman of
the Board and Chief Executive Officer of DEKALB Energy Company
until he was elected to the additional position of President as
of January 1, 1992. He relinquished the positions of President
and Chief Executive Officer in November 1992. He is a director
of Sandwich Banco, Inc.
Dr. Charles J. Arntzen.............................................. 52 August 1, 1990
Dr. Arntzen is Director, Plant Biotechnology Program, Institute
of Biosciences and Technology of Texas A & M University. He was
Deputy Chancellor for Agriculture and Dean of the College of
Agriculture and Life Sciences of Texas A & M University until
January 1992, at which time he was appointed to his present
position. He was employed by the DuPont Experimental Station as
Director, Biotechnology Research from January 1987 until March
1988. He serves as a scientific advisor for several technology
companies. Dr. Arntzen is a member of the Audit Committee.
John T. Roberts..................................................... 35 July 1, 1993
Mr. Roberts is Chief Financial Officer and Treasurer of Quest
Environmental Resources Corporation, a distributor of
environmental safety products. He practiced law with a private
law firm until September 1989, at which time he became a
private investor. He assumed his present position in February
1991. Mr. Roberts is a member of the Audit Committee.
Directors Whose Terms Expire in 1996:
Allan Aves.......................................................... 62 August 29, 1988
Mr. Aves is a farmer and is a director of the Illinois Farm
Bureau, the former President and a director of the DeKalb
County Farm Bureau and the former President and Chairman of the
Board of the American Soybean Association. He is a member of
the Audit Committee.
Douglas C. Roberts.................................................. 41 August 29, 1988
Mr. Roberts is Director, U.S. Business Units of the Company's
seed division. He was Corn Product Director of the Company's
seed division until May 21, 1993, at which time he assumed his
present position.
Tod R. Hamachek..................................................... 47 June 1, 1992
Mr. Hamachek is President and Chief Executive officer of
PENWEST, Ltd., a leading supplier of corn-based specialty
starch products for the paper industry, food grade starches for
the food and confectionery industries, and non-active
ingredients for the pharmaceutical industry. He is a director
of PENWEST, Ltd. and of Northwest Natural Gas Company. Mr.
Hamachek is a member of the Compensation Committee.
Paul H. Hatfield.................................................... 57 October 13, 1992
Mr. Hatfield is Vice President of Ralston Purina Company and
President and Chief Executive Officer of Protein Technologies
International. Protein Technologies International markets soy
protein-based food ingredients and is a wholly-owned subsidiary
of Ralston Purina Company. He is a member of the Audit
Committee.
</TABLE>
3
<PAGE> 6
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company is managed by or under the direction of the
Board of Directors. The Board has established several committees whose principal
functions are briefly described below. During fiscal 1993, the Board of
Directors held six meetings. All directors attended at least 75 percent of the
aggregate of the Board meetings and the meetings of the committees of which they
were members. Directors who are not employees of the Company are paid $13,000
annually, plus $1000 per day for attending meetings of the Board of Directors,
$800 per day for attending meetings of the committees of the Board of Directors
or for attending other meetings at the request of the Company, plus expenses for
attending meetings. An additional fee of $1,000 per year is paid to each of the
Chairmen of the Executive, Compensation and Audit Committees.
Pursuant to the DEKALB Genetics Corporation Director Stock Option Plan (the
"Director Plan"), directors who are not officers or employees of the Company may
elect to receive options to purchase shares of Class A Common Stock of the
Company in lieu of cash compensation ("Director Options"). The number of shares
of Class A Common Stock subject to each Director Option shall be equal to the
nearest number of whole shares determined by dividing the amount of the Annual
Retainer and Meeting Fees by 25 percent of the Fair Market Value (as defined
below) of a share of Class A Common Stock on the date of the annual meeting of
stockholders of the Company. For purposes of the Director Plan, the "Annual
Retainer" is equal to the amount the director will be entitled to receive for
serving as a director in the relevant year and the "Meeting Fees" are equal to
the amounts the director will be entitled to receive for attendance at all
regularly scheduled meetings of the Board of Directors or any committee of the
Board of Directors of which he is a member in the relevant year. If a director
does not attend such a Board of Directors or committee meeting (including
non-attendance because any meeting was not held), he will forfeit that portion
of the Director Option related to the Meeting Fees for that meeting. The per
share exercise price of the Class A Common Stock subject to each Director Option
will be 75 percent of the Fair Market Value of a share of Class A Common Stock
on the date prior to the date the Director Option was granted. Under the
Director Plan, the "Fair Market Value" of a share of Class A Common Stock is the
last price per share at which a share of the Company's Class B Common Stock is
sold in the regular way on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") on the day prior to the day the Director
Option is granted, or, in the absence of any reported sales on such day, the
first preceding day on which there were such sales.
The Executive Committee is authorized to act in lieu of the Board between
meetings of the Board and recommends to the Board nominees for the Board. The
Executive Committee will consider suggestions for Board nominees by shareholders
if such suggestions are received in writing by the Secretary of the Company on
or before May 31 of each year. The Executive Committee held seven meetings
during fiscal 1993.
The Audit Committee reviews periodically with independent auditors the
performance of the services for which such auditors are engaged, including
reviewing the scope of the annual audit and its results, reviewing the adequacy
of the Company's internal accounting controls with management and auditors, and
reviewing fees charged by the Company's independent auditors. The Audit
Committee held two meetings during fiscal 1993.
The Compensation Committee reviews and recommends to the Board of Directors
compensation to be paid to senior officers of the Company. During fiscal 1993,
the Compensation Committee held four meetings. Certain members of the Board of
Directors serve, along with officers of the Company, on committees administering
various employee benefit plans of the Company.
4
<PAGE> 7
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of November 30, 1993 the beneficial
ownership of the Class A and Class B Common Stock of the Company (including
shares as to which a right to acquire ownership exists (e.g., through the
exercise of stock options) within the meaning of Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934) of each director and nominee, the five
executive officers named below and all directors and executive officers as a
group:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
OWNED BENEFICIALLY AND PERCENTAGES
OF CLASS OUTSTANDING ON NOVEMBER 30,
1993(1)(2)
-------------------------------------------
CLASS A % CLASS B %
------- ------ ------- -----
<S> <C> <C> <C> <C>
Charles J. Arntzen(3)................................ 4,362 .540 -- --
Allan Aves(4)........................................ 7,297 .900 -- --
Bruce P. Bickner(5).................................. 52,348 6.132 100 .002
Paul F. Cornelsen(6)................................. 7,190 .887 500 .012
Byron D. Ford(7)..................................... 4,667 .578 9,100 .210
Tod R. Hamachek(8)................................... 4,303 .533 -- --
Paul H. Hatfield(9).................................. 3,431 .425 -- --
Roy L. Poage(10)..................................... 7,106 .878 -- --
Thomas B. Rice(11)................................... 7,396 .913 3,200 .074
Charles C. Roberts(12)(13)........................... 37,938 4.668 54,944 1.267
Douglas C. Roberts(13)(14)........................... 135,321 16.823 14,021 .323
John T. Roberts(13)(15).............................. 136,280 16.957 6,000 .138
Richard O. Ryan(16).................................. 22,364 2.712 3,150 .073
H. Blair White(17)................................... 15,815 1.948 -- --
All of the above and all other executive officers as
a group (18 persons)............................... 471,131 49.088 91,590 2.112
</TABLE>
- ---------------
(1) Unless otherwise noted, the named individual has sole voting and investment
power with respect to the shares of Class A (voting) Common Stock and sole
investment power with respect to the shares of Class B (non-voting) Common
Stock listed.
(2) The Securities and Exchange Commission defines "beneficial owner of a
security" as including any person who has sole or shared voting or
investment power with respect to such security. At November 30, 1993, all
executive officers, the nominees for director and directors as a group (18
persons) owned beneficially 471,131 shares of Class A Common Stock and
91,590 shares of Class B Common Stock. Such shares constituted 49.09
percent of the shares of Class A Common Stock and 2.11 percent of the
shares of Class B Common Stock outstanding on such date. Included in these
shares are 156,099 shares of Class A Common Stock subject to options that
may be exercised on or before January 29, 1994.
(3) Includes 2,005 shares of Class A Common Stock subject to an option with an
option price of $25.12 and 2,357 shares of Class A Common Stock subject to
an option with an option price of $21.37, all of which may be acquired on
or prior to January 29, 1994.
(4) Includes 2,005 shares of Class A Common Stock subject to an option with an
option price of $25.12; 2,357 shares of Class A Common Stock subject to an
option with an option price of $21.37; and 2,785 shares of Class A Common
Stock subject to an option with an option price of $20.07, all of which may
be acquired on or prior to January 29, 1994.
(5) Includes 19,070 shares of Class A Common Stock subject to an option with an
option price of $10.28; 3,525 shares of Class A Common Stock subject to an
option with an option price of $8.88; and 27,405 shares of Class A Common
Stock subject to an option with an option price of $17.26, all of which may
be acquired on or prior to January 29, 1994. Includes 50 shares of Class A
Common Stock and 100 shares of Class B Common Stock held in custodial
accounts for the benefit of a dependent child of which Mr. Bickner or his
spouse is the custodian.
5
<PAGE> 8
(6) Includes 1,910 shares of Class A Common Stock subject to an option with an
option price of $25.12; 2,245 shares of Class A Common Stock subject to an
option with an option price of $21.37; and 2,935 shares of Class A Common
Stock subject to an option with an option price of $20.07, all of which may
be acquired on or prior to January 29, 1994.
(7) Includes 1,800 shares of Class A Common Stock subject to an option with an
option price of $26.375; 2,000 shares of Class A Common Stock subject to an
option with an option price of $36.75; 1,133 shares of Class A Common Stock
subject to an option with an option price of $31.625; and 700 shares of
Class A Common Stock subject to an option with an option price of $28.00,
all of which may be acquired on or prior to January 29, 1994.
(8) Includes 1,518 shares of Class A Common Stock subject to an option with an
option price of $20.25 and 2,785 shares of Class A Common Stock subject to
an option with an option price of $20.07, all of which may be acquired on
or prior to January 29, 1994.
(9) Includes 646 shares of Class A Common Stock subject to an option with an
option price of $21.00 and 2,785 shares of Class A Common Stock subject to
an option with an option price of $20.07, all of which may be acquired on
or prior to January 29, 1994.
(10) Includes 1,000 shares of Class A Common Stock subject to an option with an
option price of $2.00; 2,000 shares of Class A Common Stock subject to an
option with an option price of $26.375; 1,233 shares of Class A Common
Stock subject to an option with an option price of $31.625; and 733 shares
of Class A Common Stock subject to an option with an option price of
$28.00, all of which may be acquired on or prior to January 29, 1994.
(11) Includes 2,500 shares of Class A Common Stock subject to an option with an
option price of $26.375; 3,000 shares of Class A Common Stock subject to an
option with an option price of $36.75; 1,533 shares of Class A Common Stock
subject to an option with an option price of $31.625; and 917 shares of
Class A Common Stock subject to an option with an option price of $28.00,
all of which may be acquired on or prior to January 29, 1994.
(12) Charles C. Roberts has shared voting and investment power (with Mary R.
Roberts) with respect to 28,888 shares of Class A Common Stock and shared
investment power (with Mary R. Roberts) with respect to 8,643 shares of
Class B Common Stock. Includes 9,050 shares of Class A Common Stock subject
to an option with an option price of $10.28 per share that may be acquired
prior to January 29, 1994. As of November 30, 1993, Charles C. Roberts, his
spouse and their descendants and their spouses, and trusts created for
their benefit, owned an aggregate of 436,225 shares (53.63%) of the
Company's then outstanding Class A Common Stock.
(13) Charles C. Roberts is the father of Douglas C. Roberts and John T. Roberts.
(14) Includes 22,618 shares of Class A Common Stock held in trusts for the
benefit of the children of Douglas C. Roberts of which he or his spouse is
the trustee. Includes 467 shares of Class A Common Stock subject to an
option with an option price of $31.625 and 267 shares of Class A Common
Stock subject to an option with an option price of $28.00, all of which may
be acquired on or prior to January 29, 1994.
(15) Includes 17,259 shares of Class A Common Stock held in trusts for the
benefit of some of the children of John T. Roberts of which he or his
spouse is the trustee.
(16) Includes 6,500 shares of Class A Common Stock subject to an option with an
option price of $10.28 and 14,500 shares of Class A Common Stock subject to
an option with an option price of $17.26, all of which may be acquired on
or prior to January 29, 1994.
(17) Includes 600 shares of Class A Common Stock as to which investment power is
shared. Includes 2,005 shares of Class A Common Stock subject to an option
with an option price of $25.12; 2,357 shares of Class A Common Stock
subject to an option with an option price of $21.37; and 3,653 shares of
Class A Common Stock subject to an option with an option price of $20.07,
all of which may be acquired on or prior to January 29, 1994.
6
<PAGE> 9
PRINCIPAL STOCKHOLDERS
The following table sets forth as of November 30, 1993 the beneficial
ownership of the Company's Class A Common Stock of each person known by the
Company to own beneficially more than five percent of such class of securities
and the percentage of all shares owned beneficially of Class A Common Stock that
such number of shares represents:
<TABLE>
<CAPTION>
PERCENTAGE
OF
OUTSTANDING
SHARES OF
SHARES OWNED CLASS A
NAME AND ADDRESS BENEFICIALLY(1) COMMON STOCK
- ----------------------------- --------------- ------------
<S> <C> <C>
Virginia Roberts Holt(2)(3)....................... 136,470 16.981%
2329 Clover Lane
Northfield, Illinois 60093
John T. Roberts(2)(4)............................. 136,280 16.957%
5959 North New Jersey Street
Indianapolis, Indiana 46220
Douglas C. Roberts(2)(5).......................... 135,321 16.823%
1449 Janet Street
Sycamore, Illinois 60178
Bruce P. Bickner(6)............................... 52,348 6.132%
11702 Deerpath Road
Sycamore, Illinois 60178
</TABLE>
- ---------------
(1) The Securities and Exchange Commission defines "beneficial owner of a
security" as including any person who has sole or shared voting or
investment power with respect to such security.
(2) Douglas C. Roberts, Virginia Roberts Holt and John T. Roberts are brothers
and sister. Charles C. Roberts is the father of Douglas C. Roberts,
Virginia Roberts Holt and John T. Roberts.
(3) Includes 17,598 shares of Class A Common Stock held in trusts for the
benefit of some of the children of Virginia Roberts Holt of which she or
her spouse is the trustee.
(4) See Note 15 on Page 6.
(5) See Note 14 on page 6.
(6) See Note 5 on page 5.
7
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long term compensation paid
by the Company and its subsidiaries for the fiscal years indicated to those
persons who were at August 31, 1993 applicable executive officers of the
Company:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION --------------------------------
---------------------------------------- AWARDS PAYOUTS
NAME AND OTHER ANNUAL NUMBER OF
PRINCIPAL POSITION COMPENSATION SECURITIES UNDERLYING LTIP ALL OTHER
AT AUGUST 31, 1993 YEAR SALARY BONUS (1)(2) OPTIONS GRANTED(3) PAYOUTS COMPENSATION (2)(4)
- --------------------- ---- ----------- ---------- ------------- --------------------- -------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce P. Bickner..... 1993(5) $266,538.54 $ 0 $ 18,092.86 0 $ 0 $9,924.93
Chairman and Chief 1992 169,615.42 25,000.00 27,405 230,100
Executive Officer 1991 168,000.00 72,250.82 0 0
Richard O. Ryan...... 1993 214,307.86 0 8,149.00 0 0 6,922.38
President and Chief 1992 193,261.69 40,000.00 14,500 333,645
Operating Officer 1991 190,000.00 72,879.09 0 0
Thomas B. Rice....... 1993 185,384.64 3,250.00 14,809.41 2,750 0 6,005.17
Senior Vice
President, 1992 176,615.40 43,653.00 2,300 0
Research 1991 175,000.00 28,360.00 0 178,321
Byron D. Ford........ 1993 164,153.92 0 4,285.00 2,100 0 5,415.05
Vice President,
Marketing 1992 156,430.80 27,547.00 1,700 0
and Operations 1991 155,000.00 21,840.00 0 102,920
Roy L. Poage......... 1993 143,077.16 30,885.50 4,918.00 2,200 0 6,033.98
President, DEKALB 1992 138,000.00 65,800.00 1,850 0
Swine Breeders, Inc. 1991 130,000.00 70,000.00 0 0
</TABLE>
- ---------------
(1) Other Annual Compensation for fiscal 1993 arose from the following sources:
Taxable income for executive car participants (Mr. Bickner -- $8,054, Mr.
Ryan -- $8,149, Mr. Rice -- $1,290, Mr. Ford -- $4,285, Mr. Poage --
$4,918); Personal use of company airplane for Mr. Bickner of $10,038.86
(pursuant to Compensation Committee guidelines); and taxable income for
travel by Mr. Rice of $13,519.41.
(2) In accordance with the rules of the Securities and Exchange Commission,
amounts of "Other Annual Compensation" and "All Other Compensation" are
excluded for fiscal years 1992 and 1991.
(3) No restricted stock or stock appreciation rights (SARs) were awarded to the
named officers or any other employee during fiscal 1993.
(4) All Other Compensation for fiscal 1993 arose from the following sources:
Company contributions to the Company's Deferred Compensation Plan (Mr.
Bickner -- $3,474.56, Mr. Ryan -- $1,640.17, Mr. Rice -- $1,007.18, Mr.
Ford -- $744.00, Mr. Poage -- $496.72); Company contributions to the
Company's Savings and Investment Plan (Mr. Bickner -- $4,497.00, Mr. Ryan
-- $4,789.10, Mr. Rice -- $4,651.85, Mr. Ford -- $4,180.64, Mr. Poage --
$4,722.10); reimbursement for life insurance premiums (Mr. Bickner --
$513.54, Mr. Ryan -- $493.11, Mr. Rice -- $346.14, Mr. Ford -- $490.41, Mr.
Poage -- $815.16); reimbursement for split dollar life insurance premium
(Mr. Bickner -- $820.48); taxable income for group life insurance (Mr.
Bickner -- $619.35).
(5) Prior to October 1, 1992, Mr. Bickner spent approximately 50 percent of his
time as an employee of the Company and 50 percent of his time as an
employee of DEKALB Energy Company. In October 1992, he began to increase
the amount of time worked for the Company so that since January 1, 1993 he
has worked full-time for the Company. His compensation was increased to
reflect that change.
8
<PAGE> 11
OPTION GRANTS DURING FISCAL 1993
The following table sets forth the number of shares of Class A Common Stock
that were granted subject to options to the applicable executive officers of the
Company:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------
PERCENTAGE OF
TOTAL SHARES
NUMBER OF SECURITIES GRANTED TO EXERCISE
UNDERLYING OPTIONS EMPLOYEES PRICE PER EXPIRATION GRANT DATE
NAME GRANTED(1) IN FISCAL 1993 SHARE DATE PRESENT VALUE(2)
- --------------- -------------------- -------------- --------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Thomas B. Rice................ 2,750 5.72% $ 28.00 10/12/02 $ 34,403
Byron D. Ford................. 2,100 4.37% $ 28.00 10/12/02 26,271
Roy L. Poage.................. 2,200 4.58% $ 28.00 10/12/02 27,522
</TABLE>
- ---------------
(1) These options to purchase Class A Common Stock of the Company were granted
under the Company's Long-Term Incentive Plan (LTIP) at an exercise price of
100 percent of fair market value on the date of grant. The options are
exercisable over a period of not more than ten years from the date of
grant. Vesting is over a three-year period from the date of grant with
one-third of the options vested on October 13, 1993, two-thirds vested on
October 13, 1994 and 100 percent vested on October 13, 1995. All fiscal
1993 stock option grants to executive officers were made effective October
13, 1992.
(2) Black-Scholes option pricing method has been used to calculate present value
as of the date of grant. The present value as of the date of grant,
calculated using the Black-Scholes method, is based on assumptions about
future interest rates, stock price volatility and dividend yield. There is
no assurance that these assumptions will prove to be true in the future.
The actual value, if any, that may be realized by each individual will
depend on the market price of the Company's Common Stock on the date of
exercise.
AGGREGATED OPTION EXERCISES DURING FISCAL 1993 AND
FISCAL 1993 YEAR-END OPTION VALUES
The following table sets forth the number of shares of Class A and Class B
Common Stock that were purchased pursuant to options exercised, and the number
and value of shares subject to unexercised options at August 31, 1993, each as
it relates to the applicable executive officers:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS HELD AT OPTIONS AT
SHARES AUGUST 31, 1993(4) AUGUST 31, 1993(1)(2)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bruce P. Bickner............ -0- -0- 50,000 -0- $ 512,148 -0-
Richard O. Ryan............. -0- -0- 21,000 -0- $ 192,160 -0-
Thomas B. Rice.............. -0- -0- 6,267 4,283 -0- -0-
Byron D. Ford............... -0- -0- 4,367 3,233 -0- -0-
Roy L. Poage................ 2,463(3) $ 70,195.50 3,617 3,433 $ 22,250 -0-
</TABLE>
- ---------------
(1) Market value of underlying securities at exercise or year-end, minus the
exercise price.
(2) Assumed August 31, 1993 fair market value of $24.25 per share of Class B
Common Stock.
(3) The shares acquired upon exercise consisted of 500 shares of Class A Common
Stock and 1,963 shares of Class B Common Stock.
(4) Neither the named officers nor any employee of the Company have any
outstanding SARs.
9
<PAGE> 12
LONG-TERM INCENTIVE PLANS -- AWARDS DURING FISCAL 1993
The following table sets forth the Long-Term Incentive Plan awards made
during fiscal 1993 to the applicable executive officers of the Company:
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE NON-STOCK PRICE BASED PLANS
PERFORMANCE UNITS PERIOD UNTIL -------------------------------
NAME AWARDED(1)(2) MATURATION THRESHOLD TARGET MAXIMUM
----------------- ------------ --------- ------- -------
<S> <C> <C> <C> <C> <C>
Thomas B. Rice....................... 22,900 08/31/95 -0- $22,900 $45,800
Byron D. Ford........................ 17,300 08/31/95 -0- $17,300 $34,600
Roy L. Poage......................... 18,200 08/31/95 -0- $18,200 $36,400
</TABLE>
- ---------------
(1) These Long-Term Incentive Plan (LTIP) awards are performance units covering
the performance during the 1993, 1994 and 1995 fiscal years. The targeted
value of each performance unit is $1.00 with a maximum payout of $2.00 per
unit. The performance units vest over a three-year period with one-third
vesting at the end of the first year, one-third vesting at the end of the
second year and the final third vesting at the end of the third year. For
Mr. Rice and Mr. Ford, fifty-five percent of the payout is based on
worldwide return on assets of the seed division, 35 percent is based on
worldwide corn market share of the seed division and 10 percent is based on
U.S. customer retention by the seed division. For Mr. Poage, 50 percent of
the payout is based on return on assets of the swine division and 50
percent is based on swine breeding stock sales.
(2) Only Performance Units and stock options have been awarded under the
Long-Term Incentive Plan to any executive officer during fiscal 1993.
OPTION/SAR REPRICING
No stock options or any other long-term incentives awarded to the
applicable executive officers or any other company employee were repriced during
fiscal 1993.
ESTIMATED ANNUAL RETIREMENT BENEFITS FOR YEARS OF SERVICE
The following table sets forth the estimated annual retirement benefits
payable upon retirement pursuant to the Company's retirement plans for the
indicated levels of renumeration and years of service for the applicable
executive officers of the Company:
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVERAGE --------------------------------------------------------
COMPENSATION 10 15 20 25 30
---------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$150,000.................... $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000
175,000.................... 35,000 52,500 70,000 87,500 105,000
200,000.................... 40,000 60,000 80,000 100,000 120,000
225,000.................... 45,000 67,500 90,000 112,500 135,000
250,000.................... 50,000 75,000 100,000 125,000 150,000
275,000.................... 55,000 82,500 110,000 137,500 165,000
300,000.................... 60,000 90,000 120,000 150,500 180,000
325,000.................... 65,000 97,500 130,000 162,500 195,000
350,000.................... 70,000 105,000 140,000 175,000 210,000
375,000.................... 75,000 112,500 150,000 187,500 225,000
400,000.................... 80,000 120,000 160,000 200,000 240,000
425,000.................... 85,000 127,500 170,000 212,500 255,000
450,000.................... 90,000 135,000 180,000 225,000 270,000
475,000.................... 95,000 142,500 190,000 237,500 285,000
500,000.................... 100,000 150,000 200,000 250,000 300,000
</TABLE>
10
<PAGE> 13
The defined benefit plan for executives is based upon the average
annualized salary (consisting of salary and bonus) of the last 36 months prior
to retirement. Such amounts for each of the named officers are set forth in the
summary compensation table, except that for Mr. Bickner the amounts are
$444,867.50, $348,515.42 and $348,388.54 for fiscal years 1991, 1992 and 1993,
respectively.
The credited years of service for each of the named executive officers is:
<TABLE>
<S> <C>
Bruce P. Bickner............................................... 18
Richard O. Ryan................................................ 14
Thomas B. Rice................................................. 17
Byron D. Ford.................................................. 5
Roy L. Poage................................................... 30
</TABLE>
The benefits are calculated by determining the average annualized earnings
of the applicable 36 months and multiplying this by the number of years of
service times two percent. This obligation will be reduced by social security
benefits, qualified pension plan benefits and benefits from a profit sharing
plan previously provided by the Company. The benefit table assumes that the
participant will retire at age 65. If not, the benefit will be reduced by three
percent for every year retirement takes place before age 65.
EMPLOYMENT AGREEMENTS
The Company has entered into written employment agreements with each of the
five named executive officers. Each employment agreement provides for a one year
term (in the case of Messrs. Bickner and Ryan they are subject to successive
one-year extensions unless notice of termination is given) and provides for the
following base salaries for fiscal 1994 to be paid to the executive officers:
Mr. Bickner ($267,700), Mr. Ryan ($195,300), Mr. Rice ($170,000), Mr. Ford
($150,000) and Mr. Poage ($143,500). Those executive officers will have Company
performance-related bonus opportunities which could be as high as $260,325,
$162,750, $61,250, $78,750 and $95,375, respectively. The agreements for Messrs.
Bickner, Ryan, Rice and Ford provide that if the executive officer is terminated
prior to the expiration of the term of the agreement for other than cause (as
defined therein), such executive officer will also be entitled to termination
pay equal to, in the case of Messrs. Bickner and Ryan, one year's base salary
beyond the termination date and in the case of Messrs. Rice and Ford, six months
beyond the termination date. Mr. Poage would receive the Company's standard
severance pay.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
With input on competitive and recommended practices from external
independent consultants, the Compensation Committee of the Board of Directors
has overseen the development and implementation of Company compensation programs
which seek to enhance Company profitability and shareholder value. The Company's
objective is to closely align the senior managers' financial interests with
those of the Company's shareholders. DEKALB subscribes to a total compensation
theory in which base salary, annual bonus, benefits, prerequisites and long-term
incentives as components of the compensation package are considered individually
and in total. The Company considers three factors in determining the levels and
proportions of these compensation components for executive managers.
The most important element is the Company's past and expected financial
performance and whether bonus payments are consistent with shareholder return.
Primary factors in determining shareholder return are net earnings, return on
assets and the accomplishment of specific strategic objectives that will enhance
earnings and asset return. These specific strategic objectives include goals
such as market share gains, new product development, strategic plan development
and marketing plan accomplishment.
11
<PAGE> 14
Secondly, consideration is given to the competitive practice of like-sized
companies and similar industries for paying positions with equivalent
responsibilities. The Company uses both a seed industry survey and general
industry surveys in determining external pay levels. The seed industry survey is
conducted by the American Seed Trade Association ("ASTA") and covers pay
practices of 24 competitive seed companies. The primary general industry
compensation surveys used are conducted by William M. Mercer, Inc. and Hewitt
Associates. Emphasis is placed on companies with $200-500 million in annual
sales.
The Company's compensation goal is to target its executives to be paid
competitive rates when performance expectations are met and above competitive
levels when expectations are exceeded. DEKALB targets its executives to be paid
between the 50th and 75th percentile of competitive rates when performance
expectations are met. As a guideline, no bonus will be awarded until 80 percent
of the related objective has been reached. At that level of performance,
approximately 50 percent of bonus target will be paid. Bonus payments will
increase until 100 percent of target is paid at 100 percent objective
accomplishment. Performance in excess of the objective will earn a bonus payment
over target. Base salaries are normally at or about the 50th percentile of
competitive practice. The portion of annual cash compensation subject to
performance bonus accomplishment is normally at or greater than the competition.
Finally, internal pay equity within the Company between executive positions
is considered. Individual performance, responsibility level and length of time
in position are all factors in determining placement within the appropriate
salary range. Major determinants of responsibility level are size of assets
managed and the ability to influence profitability.
Criteria for determining fiscal 1993 annual performance bonuses for the
named officers included earnings, profit contribution, market share, return on
assets and specific individual objectives.
The following table summarizes fiscal 1993 bonus opportunities and criteria
for the named officers:
<TABLE>
<CAPTION>
CRITERIA AS A PERCENT OF BONUS TARGET
1993 BONUS -------------------------------------------------------------------------------
TARGET AS PERCENT
PERCENT OF NET U.S. SEED PROFIT INTERNATIONAL SWINE SWINE INDIVIDUAL
TOTAL CASH CORPORATE CONTRIBUTION AND PROFIT NOPAT BREEDING STRATEGIC
NAME COMPENSATION EARNINGS MARKET SHARE CONTRIBUTION RETURN STOCK SALES OBJECTIVES
- ----------------- ------------- --------- ---------------- ------------- ----- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce P. Bickner........... 33% 75% -- -- -- -- 25%(1)
Richard O. Ryan............ 30% 75% -- -- -- -- 25%(2)
Thomas B. Rice............. 29% -- 56% 19% -- -- 25%(3)
Byron D. Ford.............. 23% -- 72% 10% -- -- 18%(4)
Roy L. Poage............... 27% -- -- -- 35% 65% --
</TABLE>
- ---------------
(1) Includes objectives concerning seed market share, marketing plan development
and business structure for the seed division.
(2) Includes objectives concerning seed market share, marketing plan development
and return on assets for swine and poultry operations.
(3) Includes objectives concerning new seed product releases, seed marketing
plan development and the protection of seed technology.
(4) Includes objectives concerning seed marketing plan development, seed market
share and seed operating income.
The Committee, in its capacity as the DEKALB Genetics Corporation Long-Term
Incentive Plan Administrative Committee, periodically grants key employees,
including the named officers, awards under the Company's 1991 Long-Term
Incentive Plan ("LTIP"). The LTIP provides the flexibility to grant longer term
incentives in a variety of forms including stock options, stock appreciation
rights, restricted stock and performance unit grants. The Committee currently
views stock options and performance unit grants (the only LTIP awards currently
outstanding) as the best LTIP vehicles to ally the interests of management and
shareholders. In awarding stock options and performance units, the Committee
reviews and approves individual recommendations made by the Chief Executive
Officer and the President. The Committee in turn determines the awards for the
CEO and the President.
12
<PAGE> 15
Factors used in determining individual award size are competitive practice
(awards needed to attract and retain management talent), rank within the Company
(internal equity), responsibility for asset management (size of job) and ability
to affect profitability. In each individual case, previous option and
performance unit grants are considered in determining the size of new awards.
The Committee, as it deems appropriate, seeks outside professional counsel
on the value, size, term and criteria of awards. Hewitt was last retained in
this capacity in fiscal 1992.
The foregoing Compensation Committee Report has been furnished by:
Paul F. Cornelsen, Chairman
Tod R. Hamachek
Charles C. Roberts
H. Blair White
COMPARISON OF CUMULATIVE FIVE-YEAR RETURNS
<TABLE>
<CAPTION>
MEASUREMENT PERIOD DEKALB PEER GROUP
(FISCAL YEAR COVERED) GENETICS INDEX (2) NASDAQ (1)
<S> <C> <C> <C>
1988 100 100 100
1989 163.8 118.4 103.3
1990 182.3 103.3 104.5
1991 189.4 131.4 118.8
1992 163.9 125.2 121.9
1993 146.1 143.1 156.9
</TABLE>
(1) The Company is not part of the S&P 500 index and is traded on the NASDAQ.
Therefore, the NASDAQ Stock Index has been selected as the Broad-Based
Index.
(2) There are no published industry or line of business indices that parallel
the Company's primary business endeavors, nor is there a group of
publicly-traded companies in the same business lines. Therefore, an index
of all NASDAQ traded companies with a market capitalization of $100 to $200
million (excluding financial institutions) has been selected as the Peer
Group Index. The index is weighted for relative market capitalization.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Charles C. Roberts was a member of the Compensation Committee of the
Board of Directors during fiscal 1992 and is an officer of the Company (Chairman
of the Executive Committee). The only compensation received in such capacities
was compensation normally paid to members of the Board of Directors. Prior to
his retirement in 1988, he held several officer positions with the Company.
13
<PAGE> 16
CERTAIN OTHER TRANSACTIONS AND OTHER MATTERS
Thomas H. Roberts, Jr. was a director of the Company until January 20,
1993. Thomas H. Roberts, Jr. is the brother-in-law of Charles C. Roberts and the
uncle of Douglas C. Roberts, Virginia Roberts Holt and John T. Roberts.
The Company leased approximately 228 acres of farm land in DeKalb County,
Illinois, including certain improvements thereon, from the Thomas H. Roberts,
Jr. family ("Roberts") during fiscal 1993. The aggregate rentals paid by the
Company for fiscal 1993 under the lease for such land and improvements were
$16,184 for the September 1, 1992 through February 28, 1993 portion of the lease
term, which included an average of approximately $135 per acre for the 213
tillable acres and $3,600 for improvements. Since Roberts and the Company failed
to renew the lease, Roberts was obligated to and did purchase at book value
($45,543) certain improvements. In addition, the Company paid Roberts $8,200 for
the use of equipment and approximately four acres of land, including the
improvements thereon, in Ogle County, Illinois.
DEKALB Swine Breeders, Inc., a subsidiary of the Company, paid Roberts
$14,500 for the use of approximately 12 acres of land, including the
improvements thereon, in Ogle County, Illinois.
During fiscal 1992, the Company entered into seed grower agreements with
Roberts relating to farm land for which the Company did not have a lease. The
terms, conditions and prices contained in such agreements were the same as those
contained in seed grower agreements typically entered into between the Company
and other farmers who grow seed for the Company. In accordance with the contract
terms, the amount of the grower payments paid to Roberts during fiscal 1993 was
$205,209 for the 1992 growing season.
In the opinion of the Company, the terms of all the leases and seed grower
agreements with Roberts were no less favorable to the Company and DEKALB Swine
Breeders, Inc. than those which could have been obtained from persons not
related to the Company or DEKALB Swine Breeders, Inc.
Thomas R. Rauman purchased a residential lot from the Company in March 1993
for $85,500. From this sale, the Company obtained a return on property for which
the Company has no other use. Since the sale price was established based upon an
independent appraisal obtained by the Company, management believes that the
terms of the sale were no less favorable to the Company than those which could
have been obtained from a person not related to the Company. In March 1993 Mr.
Rauman also received an interest free housing bridge loan for $88,700 pursuant
to the Company's relocation policy. In July 1993 the loan was paid in full.
H. Blair White, a director of the Company, is a partner in the law firm of
Sidley & Austin. Sidley & Austin provided legal services to the Company during
the past year.
AUDITORS
Coopers & Lybrand has been selected by the directors as auditors for the
Company and its subsidiaries for the fiscal year ending August 31, 1994.
Representatives of Coopers & Lybrand are expected to be present at the Annual
Meeting and will be provided an opportunity to make comments with respect to the
Company's financial statements and to respond to appropriate inquiries from
stockholders.
14
<PAGE> 17
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE JANUARY 1995 ANNUAL MEETING
Stockholder proposals to be included in the proxy soliciting materials for
the Annual Meeting of Stockholders of the Company following the completion of
fiscal 1994 must be received by the Company no later than August 14, 1994.
In addition, the Company's By-Laws require that there be furnished to the
Company written notice with respect to the nomination of a person for election
as a director or the submission of a proposal (other than nominations and
proposals submitted at the direction of the Board) at a meeting of stockholders.
In order for any such nomination or submission to be proper, the notice must
contain certain information concerning the nominating or proposing stockholder
and the nominee or the proposal, as the case may be, and must be furnished to
the Company generally not less than 30 days prior to the meeting. A copy of the
applicable By-Law provision may be obtained, without charge, upon written
request to the Secretary of the Company at its principal executive offices.
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than
management, intend to present at the meeting. Should any other matters requiring
a vote of the stockholders arise, the proxies in the enclosed form confer upon
the person or persons entitled to vote the shares represented by such proxies
discretionary authority to vote the same in respect of any such other matter in
accordance with their best judgment.
By Order of the Board of Directors
John H. Witmer, Jr., Secretary
DeKalb, Illinois
December 13, 1993
15
<PAGE> 18
DEKALB GENETICS CORPORATION
PROXY -- ANNUAL MEETING OF STOCKHOLDERS
JANUARY 18, 1994
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement dated December 13, 1993.
Bruce P. Bickner and H. Blair White, each with full power of
substitution, and acting alone, are hereby constituted proxies of the
undersigned and authorized to attend the Annual Meeting of
Stockholders of DEKALB Genetics Corporation, a Delaware corporation
(the "Company"), to be held at the DeKalb County Farm Bureau, 315 N.
Sixth Street, DeKalb, Illinois 60115, on January 18, 1994 at 8:30
A.M., Central Standard Time, or any adjournment or adjournments of
such meeting, and to represent and vote all shares of Class A Common
Stock of the Company which the undersigned is entitled to vote:
(1) FOR / / election of the three (3) nominees for director named
in the accompanying Proxy Statement, namely:
Paul F. Cornelsen, Charles C. Roberts and Richard O. Ryan
and for the terms described in the Proxy Statement.
INSTRUCTION: To withhold authority to vote for individual
nominees, write each such nominee's name below.
-------------------------------------------------------------
WITHHOLD / / authority to vote for all of the aforementioned
nominees as director.
(2) In their discretion upon any other business that may properly
come before the meeting or any adjournment thereof.
(Continued on reverse side)
(Continued from other side)
This proxy is revocable. The undersigned hereby revokes any proxy
or proxies to vote or act with respect to such shares heretofore given
by the undersigned.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
SPECIFIED ON THE OTHER SIDE HEREOF AND, IN THE ABSENCE OF SUCH
SPECIFICATIONS, WILL BE VOTED FOR PROPOSAL (1).
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Date:
/ / I expect to attend this
meeting.
/ / I do not expect to
attend this meeting.
Please sign exactly as your
stock is registered. Joint
owners should each sign
personally. Executors,
administrators, trustees,
etc. should so indicate when
signing.
<PAGE> 19
INSTRUCTIONS TO HARRIS TRUST AND SAVINGS BANK
FOR VOTING OF PARTICIPANT'S INTEREST IN THE
DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN
The undersigned, as a participant in the Company Common Stock Fund
of the DEKALB Genetics Corporation Savings and Investment Plan,
acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement dated December 13, 1993. Furthermore, the
undersigned hereby instructs the Harris Trust and Savings Bank, as
Trustee, (a) to appoint Bruce P. Bickner and H. Blair White, each with
full power of substitution, and acting alone, as proxies of the
undersigned; (b) to authorize such proxies to attend the Annual
Meeting of Stockholders of DEKALB Genetics Corporation, a Delaware
corporation (the "Company"), to be held at the DeKalb County Farm
Bureau, 315 N. Sixth Street, DeKalb, Illinois 60115, on January 18,
1994 at 8:30 A.M., Central Standard Time, or any adjournment or
adjournments of such meeting; and (c) to instruct such proxies to
represent and vote all shares of Class A Common Stock of the Company
which the undersigned is entitled to vote:
1. FOR / / election of the three (3) nominees for director named
in the accompanying Proxy Statement, namely:
Paul F. Cornelsen, Charles C. Roberts and Richard O. Ryan and
for the terms described in the Proxy Statement.
INSTRUCTION: To withhold authority to vote for individual
nominees, write each such nominee's name below.
----------------------------------------------------------
WITHHOLD / / authority to vote for all of the aforementioned
nominees as director.
2. In their discretion upon any other business that may properly
come before the meeting or any adjournment thereof.
(Continued on reverse side)
(Continued from other side)
These instructions are revocable. The undersigned hereby revokes
any instructions to vote or act with respect to such interest in the
Plan heretofore given by the undersigned.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. IF THIS CARD IS NOT COMPLETED AND RETURNED TO THE
TRUSTEE ON OR BEFORE JANUARY 14, 1994, THE SHARES REPRESENTING YOUR
INTEREST IN THE PLAN WILL NOT BE VOTED.
Date:
/ / I expect to attend this
meeting.
/ / I do not expect to attend
this meeting.
------------------------------
------------------------------
Signature
