<PAGE> 1
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 /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DEKALB GENETICS CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
DEKALB GENETICS CORPORATION
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $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:
- - --------------------------------------------------------------------------------
/ / 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:
- - --------------------------------------------------------------------------------
- - -------------------------
1Set 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, 1995
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 Wednesday, January 18, 1995 at 8:30 a.m., Central
Standard Time, for the following purposes:
(1) To elect four 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, 1994 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 6, 1994
<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, 1995, 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 6,
1994.
OUTSTANDING SHARES AND VOTING RIGHTS
Only holders of Class A Common Stock of record at the close of business on
November 30, 1994 will be entitled to vote at the meeting. At the record date,
there were outstanding 790,700 shares of Class A Common Stock. In addition, the
Company had outstanding at such date 4,360,221 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 hold office for a term
of three years, and one director is to be elected to hold office for a term of
two years, or, in each case, until his successor is duly elected and qualified.
Proxies submitted pursuant to this solicitation will be voted, unless specified
otherwise, for the election of the four persons named as nominees, 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 if elected, fail
1
<PAGE> 4
to stand for election, the persons named in the enclosed form of proxy may vote
for substitute nominees in their discretion.
There are five directors whose present terms of office will continue after
the meeting until 1996 or 1997, as indicated below. Each has served continuously
as a director of the Company since the date indicated beside his 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 for a Three Year Term:
H. Blair White..................................................... 67 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.
Bruce P. Bickner................................................... 51 June 15, 1988
Mr. Bickner is Chairman and Chief Executive Officer of the
Company. He was Chairman, President and Chief Executive
Officer of the Company until 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 of DEKALB Energy
Company in November 1992. He is a director of Castle
BancGroup, Inc.
Dr. Charles J. Arntzen............................................. 53 August 1, 1990
Dr. Arntzen is Manager, 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 also serves on the University of
Chicago's Board of Governors for the Argonne National
Laboratory. Dr. Arntzen is a member of the Audit Committee.
Nominee for Director for a Two Year Term:
John T. Roberts.................................................... 36 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......................................................... 63 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.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
- - ------------------------------------------------------------------- --- ----------------
<S> <C> <C>
Douglas C. Roberts................................................. 42 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.................................................... 48 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................................................... 58 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. He is a director of Petrolite Corporation and
PENWEST, Ltd.
Director Whose Term Expires in 1997:
Richard O. Ryan.................................................... 52 June 15, 1988
Mr. Ryan is President and Chief Operating Officer of the
Company. He held the position of Executive Vice President and
Chief Financial Officer of the Company until January 1990 when
he was elected to his present position.
</TABLE>
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 1994, the Board of
Directors held five 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 ($14,000 beginning January 18, 1995), plus $1000 per day for attending
meetings of the Board of Directors, $800 per day ($1,000 beginning January 18,
1995) 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 Options 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 each Director Option was granted. Under the
Director Plan, the
3
<PAGE> 6
"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 each 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 four meetings during
fiscal 1994.
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 1994.
The Compensation Committee reviews and recommends to the Board of Directors
compensation to be paid to senior officers of the Company. During fiscal 1994,
the Compensation Committee held three 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.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of November 30, 1994 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, each Named
Executive Officer (as defined 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,
1994(1)(2)
-------------------------------------------
CLASS A % CLASS B %
------- ------ ------- -----
<S> <C> <C> <C> <C>
Charles J. Arntzen(3)................................ 4,362 .549 0 --
Allan Aves(4)........................................ 9,697 1.212 0 --
Bruce P. Bickner(5).................................. 52,298 6.221 0 --
Paul F. Cornelsen(6)................................. 9,720 1.215 500 .011
Byron D. Ford (7).................................... -- -- -- --
Tod R. Hamachek(8)................................... 6,703 .841 0 --
Paul H. Hatfield(9).................................. 5,741 .721 0 --
Roy L. Poage(10)..................................... 8,143 1.021 0 --
Thomas B. Rice(11)................................... 11,449 1.429 3,200 .073
Charles C. Roberts(12)(13)........................... 37,938 4.744 54,944 1.260
Douglas C. Roberts(13)(14)........................... 136,087 17.178 14,021 .322
John T. Roberts(13)(15).............................. 138,680 17.486 6,000 .138
Richard O. Ryan(16).................................. 22,409 2.761 3,150 .072
H. Blair White(17)................................... 16,346 2.040 0 --
All of the above and all other executive officers as
a group (18 persons)(18)........................... 490,803 50.659 82,390 1.900
</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.
4
<PAGE> 7
(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, 1995.
(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; 2,785 shares of Class A Common Stock
subject to an option with an option price of $20.07; and 2,400 shares of
Class A Common Stock subject to an option with an option price of $23.25,
all of which may be acquired on or prior to January 29, 1995.
(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, 1995.
(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; 2,935 shares of Class A Common Stock
subject to an option with an option price of $20.07; and 2,530 shares of
Class A Common Stock subject to an option with an option price of $23.25,
all of which may be acquired on or prior to January 29, 1995.
(7) Mr. Ford left the Company's employ on September 30, 1994, and therefore his
shares are not included.
(8) Includes 1,518 shares of Class A Common Stock subject to an option with an
option price of $20.25; 2,785 shares of Class A Common Stock subject to an
option with an option price of $20.07; and 2,400 shares of Class A Common
Stock subject to an option with an option price of $23.25, all of which may
be acquired on or prior to January 29, 1995.
(9) Includes 646 shares of Class A Common Stock subject to an option with an
option price of $21.00; 2,695 shares of Class A Common Stock subject to an
option with an option price of $20.07; and 2,400 shares of Class A Common
Stock subject to an option with an option price of $23.25, all of which may
be acquired on or prior to January 29, 1995.
(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; 1,850 shares of Class A Common
Stock subject to an option with an option price of $31.625; 1,467 shares of
Class A Common Stock subject to an option with an option price of $28.00;
and 800 shares of Class A Common Stock subject to an option with an option
price of $26.75, all of which may be acquired on or prior to January 29,
1995.
(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; 2,300 shares of Class A Common Stock
subject to an option with an option price of $31.625; 1,833 shares of Class
A Common Stock subject to an option with an option price of $28.00; and 667
shares of Class A Common Stock subject to an option with an option price of
$26.75, all of which may be acquired on or prior to January 29, 1995.
(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, 1995. As of November 30, 1994, Charles C. Roberts, his
spouse and their descendants and their spouses, and trusts created for
their benefit, owned an aggregate of (excluding shares subject to option)
436,225 shares (54.28%) 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 700 shares of Class A Common Stock subject to an
option with an option price of $31.625; 533 shares of Class A Common Stock
5
<PAGE> 8
subject to an option with an option price of $28.00; and 267 shares of
Class A Common Stock subject to an option with an option price of $26.75,
all of which may be acquired on or prior to January 29, 1995.
(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. Includes 2,400 shares of Class A Common Stock
subject to an option with an option price of $23.25 that may be acquired on
or prior to January 29, 1995.
(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, 1995.
(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 3,608 shares of
Class A Common Stock subject to an option with an option price of $20.07;
and 2,736 shares of Class A Common Stock subject to an option with an
option price of $23.25, all of which may be acquired on or prior to January
29, 1995.
(18) Includes 178,132 shares of Class A Common Stock subject to options that may
be exercised on or before January 29, 1995.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of November 30, 1994 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>
John T. Roberts(2)(3)............................. 138,680 17.486%
5959 North New Jersey Street
Indianapolis, Indiana 46220
Virginia Roberts Holt(2)(4)....................... 136,470 17.259%
2329 Clover Lane
Northfield, Illinois 60093
Douglas C. Roberts(2)(5).......................... 136,087 17.178%
1449 Janet Street
Sycamore, Illinois 60178
Bruce P. Bickner(6)............................... 52,298 6.221%
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) See Note 15 on page 6.
(4) 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.
(5) See Note 14 on page 5.
(6) See Note 5 on page 5.
6
<PAGE> 9
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 the Chief
Executive Officer and the four most highly compensated executive officers other
than the Chief Executive Officer, serving at the end of fiscal 1994 (the "Named
Executive Officers"):
<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, 1994 YEAR SALARY BONUS (1)(2) OPTIONS GRANTED(3) PAYOUTS COMPENSATION(2)(4)
- - ----------------------- ---- ----------- ---------- ------------ --------------------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce P. Bickner....... 1994 $269,992.46 $55,800.00 $14,782.00 $ 0 $ 0 $17,299.93
Chairman and Chief 1993(5) 266,538.54 0 18,092.86 0 0 9,924.93
Executive Officer 1992 169,615.42 25,000.00 27,405 230,100
Richard O. Ryan........ 1994 196,969.28 41,850.00 6,765.00 0 0 7,631.12
President and Chief 1993 214,307.86 0 8,149.00 0 0 6,922.38
Operating Officer 1992 193,261.69 40,000.00 14,500 333,645
Thomas B. Rice......... 1994 171,346.36 0 14,239.76 2,000 0 5,481.70
Senior Vice President, 1993 185,384.64 3,250.00 14,809.41 2,750 0 6,005.17
Research 1992 176,615.40 43,653.00 2,300 0
Byron D. Ford.......... 1994 151,231.00 55,235.00 4,236.00 2,000 0 6,619.46
Vice President,
Marketing 1993 164,153.92 0 4,285.00 2,100 0 5,415.05
and Operations(6) 1992 156,430.80 27,547.00 1,700 0
Roy L. Poage........... 1994 143,500.24 54,500.00 5,591.00 2,400 0 9,366.11
President, DEKALB 1993 143,077.16 30,885.50 4,918.00 2,200 0 6,033.98
Swine Breeders, Inc. 1992 138,000.00 65,800.00 1,850 0
</TABLE>
- - ---------------
(1) Other Annual Compensation for fiscal 1994 arose from the following sources:
Taxable income for executive car participants (Mr. Bickner -- $5,974, Mr.
Ryan -- $6,765, Mr. Rice -- $6,503, Mr. Ford -- $4,236, Mr.
Poage -- $5,591); Personal use of company airplane for Mr. Bickner of
$7,511.58 (pursuant to Compensation Committee guidelines); reimbursement to
Mr. Bickner for income taxes related to benefit plan of $1,296.42; and
taxable income for travel by Mr. Rice of $7,736.76.
(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 year 1992.
(3) No restricted stock or stock appreciation rights (SARs) were awarded to the
Named Executive Officers during fiscal 1992, 1993 and 1994.
(4) All Other Compensation for fiscal 1994 arose from the following sources:
Company contributions to the Company's Deferred Compensation Plan (Mr.
Bickner -- $5,153.78, Mr. Ryan -- $3,085.16, Mr. Rice -- $1,250.30, Mr.
Ford -- $348.25, Mr. Poage -- $1,028.30); Company contributions to the
Company's Savings and Investment Plan (Mr. Bickner -- $4,620.00, Mr. Ryan --
$4,079.40, Mr. Rice -- $3,890.12, Mr. Ford -- $5,845.69, Mr. Poage --
$7,287.60); and reimbursement for life insurance premiums (Mr.
Bickner -- $7,526.15, Mr. Ryan -- $466.56, Mr. Rice -- $341.28, Mr. Ford --
$425.52, Mr. Poage -- $1,050.21).
(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.
(6) Mr. Ford left the Company's employ on September 30, 1994.
7
<PAGE> 10
OPTION GRANTS DURING FISCAL 1994
The following table sets forth the number of shares of Class A Common Stock
that were granted subject to options during fiscal 1994 to each Named Executive
Officer receiving such a grant:
<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 1994 SHARE DATE PRESENT VALUE(2)
- - ---------------------------- -------------------- --------------- --------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Thomas B. Rice.............. 2,000 4.31% $ 26.75 10/11/03 $ 23,780
Byron D. Ford............... 2,000 4.31% $ 26.75 10/11/03 23,780
Roy L. Poage................ 2,400 5.17% $ 26.75 10/11/03 28,536
</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 12, 1994, two-thirds vested on October 12,
1995 and 100 percent vested on October 12, 1996. All fiscal 1994 stock
option grants to executive officers were made effective October 12, 1993.
(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 1994 AND
FISCAL 1994 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, 1994, for each
of the Named Executive Officers:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS HELD AT OPTIONS AT
SHARES AUGUST 31, 1994(2) AUGUST 31, 1994(1)(3)
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- $ 943,398 -0-
Richard O. Ryan........... -0- -0- 21,000 -0- $ 373,285 -0-
Thomas B. Rice............ -0- -0- 7,950 4,600 $ 22,636 $22,145
Byron D. Ford............. -0- -0- 5,633 3,967 $ 16,529 $19,784
Roy L. Poage.............. -0- -0- 4,966 4,484 $ 49,989 $22,623
</TABLE>
- - ---------------
(1) Market value of underlying securities at exercise or year-end, minus the
exercise price.
(2) No employee of the Company holds any SARs relating to Class A or Class B
Common Stock.
(3) Assumed August 31, 1994 fair market value of $32.875 per share of Class B
Common Stock.
8
<PAGE> 11
LONG-TERM INCENTIVE PLANS -- AWARDS DURING FISCAL 1994
The following table sets forth the Long-Term Incentive Plan awards made
during fiscal 1994 to each Named Executive Officer receiving such an award:
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE NON-STOCK PRICE BASED PLANS
PERFORMANCE UNITS PERIOD UNTIL -------------------------------
NAME AWARDED(1) MATURATION THRESHOLD TARGET MAXIMUM
----------------- ------------ --------- ------- -------
<S> <C> <C> <C> <C> <C>
Thomas B. Rice....................... 16,000 08/31/96 -0- $16,000 $32,000
Byron D. Ford........................ 16,000 08/31/96 -0- $16,000 $32,000
Roy L. Poage......................... 19,200 08/31/96 -0- $19,200 $38,400
</TABLE>
- - ---------------
(1) These Long-Term Incentive Plan (LTIP) awards are performance units covering
the performance during the 1994, 1995 and 1996 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, the payment is based on worldwide return on assets of
the seed business. For Mr. Poage, the payment is based on return on assets
of the swine division.
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 each Named Executive
Officer:
<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>
The defined benefit plan for executives is based upon the average
annualized salary (consisting of salary and bonus) of the last 36 consecutive
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. Effective October 1, 1993 the Company's pension plans were
suspended. At the present time, therefore, compensation earned after that date
and future service shall not be included when calculating pension benefits.
9
<PAGE> 12
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 three
(Messrs. Bickner, Ryan and Poage) of the four Named Executive Officers still in
the employ of the Company. On September 30, 1994, Mr. Ford separated from the
Company. 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 1995 to be paid to the executive officers: Mr. Bickner
($275,000), Mr. Ryan ($225,000), and Mr. Poage ($155,000). Those executive
officers will have Company performance-related bonus opportunities which could
be as high as $393,750, $262,500, and $105,000 respectively. The agreements for
Messrs. Bickner, Ryan, and Poage provide that if the executive officer is
terminated prior to the expiration of the term of the agreement, 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 and bonus target beyond the
termination date and in the case of Mr. Poage, the rate of termination pay
available to employees of the Company in general. Mr. Rice, while not party to
an employment agreement, has a base salary for fiscal 1995 of $187,500 and a
maximum bonus opportunity of $61,250. In the case of termination by the Company
without cause, Mr. Rice would receive termination pay at a rate equal to the
rate of termination pay available to employees of the Company in general.
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, perquisites 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.
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
10
<PAGE> 13
American Seed Trade Association ("ASTA") and covers pay practices of 21
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 1994 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 1994 bonus opportunities and criteria
for the Named Executive Officers:
<TABLE>
<CAPTION>
1994 BONUS CRITERIA AS A PERCENT OF BONUS TARGET
TARGET AS -------------------------------------------------------------------------------
PERCENT OF NET WORLDWIDE SWINE SWINE INDIVIDUAL
TOTAL CASH CORPORATE U.S. SEED PROFIT SEED PROFIT NOPAT BREEDING STRATEGIC
NAME COMPENSATION EARNINGS CONTRIBUTION CONTRIBUTION RETURN STOCK SALES OBJECTIVES
- - ------------------------- ------------- --------- ---------------- ------------- ----- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce P. Bickner......... 36% 75% -- -- -- -- 25%(1)
Richard O. Ryan.......... 32% 75% -- -- -- -- 25%(2)
Thomas B. Rice........... 17% -- -- 75% -- -- 25%(3)
Byron D. Ford............ 23% -- 70% -- -- -- 30%(4)
Roy L. Poage............. 28% -- -- -- 25% 25% 50%(5)
</TABLE>
- - ---------------
(1) Included an objective on strategic business plan development.
(2) Included objectives on strategic business plan development and market share.
(3) Included an objective on new product development.
(4) Included objectives on seed market shares and analysis of seed sales
efforts.
(5) Included objectives on assessing swine management and conducting an
independent marketing analysis.
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.
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.
11
<PAGE> 14
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 BROAD MARKET
(FISCAL YEAR COVERED) GENETICS INDEX (1) (2)
<S> <C> <C> <C>
1989 100 100 100
1990 111.3 83.4 87.5
1991 115.6 102.3 99.4
1992 100.1 99.1 101.1
1993 89.1 122.0 131.6
1994 123.9 120.3 143.8
</TABLE>
(1) 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.
(2) 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Charles C. Roberts was a member of the Compensation Committee of the
Board of Directors during fiscal 1994 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.
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.
12
<PAGE> 15
AUDITORS
Coopers & Lybrand performed the audit of the fiscal 1994 financial
statements and are expected to be present at the Annual Meeting and will be
provided an opportunity to respond to appropriate inquiries from stockholders.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE JANUARY 1996 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 1995 must be received by the Company no later than August 8, 1995.
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 6, 1994
13
<PAGE> 16
[FRONT OF CARD]
DEKALB GENETICS CORPORATION
PROXY - ANNUAL MEETING OF STOCKHOLDERS
January 18, 1995
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement dated December 6, 1994. Richard O. Ryan and
John H. Witmer, Jr., each with full power of substitution, and acting alone, or
by majority if more than one is present, 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, 1995 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 four (4) nominees for director named in the
accompanying Proxy Statement, namely: Dr. Charles C. Arntzen, Bruce P.
Bickner, John T. Roberts and H. Blair White and for the terms described in
the Proxy Statement.
INSTRUCTION: To withhold authority to vote for any individual nominee,
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 adjournment thereof.
(Continued on reverse side)
[BACK OF CARD]
(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 HEREIN AND, IN THE ABSENCE OF SUCH SPECIFICATIONS, WILL BE VOTED FOR
PROPOSAL (1).
PLEASE MARK, SIGN, DATE AND RETURN Date:
THIS PROXY CARD PROMPTLY USING THE ---------------------
ENCLOSED ENVELOPE.
/ / 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> 17
- - --------------------------------------------------------------------------------
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 6, 1994. Furthermore, the
undersigned hereby instructs the Harris Trust and Savings Bank, as
Trustee, (a) to appoint Richard O. Ryan and John H. Witmer, Jr., each
with full power of substitution, and acting alone, or by majority if
more than one is present, 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, 1995 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 four (4) nominees for director named
in the accompanying Proxy Statement, namely:
Dr. Charles C. Arntzen, Bruce P. Bickner,
John T. Roberts and H. Blair White and for the terms
described in the Proxy Statement.
INSTRUCTION: To withhold authority to vote for any individual
nominee, 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 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, 1995, 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
