<PAGE>
SCHEDULE 14A
(RULE 14A-101)
Information Required in
Proxy Satement
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:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(c)(2))
DEKALB GENETICS CORPORATION
- - -------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant),
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2)
or Item 22(a) of Scheule 14A
[ ] $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 transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previsoulsy with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------
2) Form, Schedule or Registration Statement No.:
--
3) Filing Party:
----------------------------------
4) Date Filed:
------------------------------------
2
<PAGE>
DEKALB Genetics Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 16, 1996
The Annual Meeting of Stockholders of DEKALB Genetics Corporation (the
"Company") will be held at the Kishwaukee College Auditorium, 21193 Malta Road,
Malta, Illinois 60150, on Tuesday, January 16, 1996 at 3:00 p.m., Central
Standard Time, for the following purposes:
(1) To elect five directors.
(2) To approve a proposed amendment to the DEKALB Genetics Corporation
Long-Term Incentive Plan.
(3) 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, the approval of the amendment to the Long-
Term Incentive Plan and certain other information.
3
Only stockholders holding shares of Class A Common Stock of record at the
close of business on November 30, 1995 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 , 1995
--
4
<PAGE>
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 16, 1996, 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 revocation 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 , 1995.
--
OUTSTANDING SHARES AND VOTING RIGHTS
------------------------------------
Only holders of shares of Class A Common Stock of record at the close of
business on November 30, 1995 will be entitled to vote at the meeting. At the
record date, there were outstanding shares of Class A Common Stock. In
--------
addition, the Company had outstanding at such date 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 and directors will be elected by a plurality of the votes cast.
Consequently, votes that are withheld in the election of directors and broker
non-votes will not affect the outcome of 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, one director is to be elected to hold office for a term of two
years, and one director is to be elected to hold office for a term of one year,
or, in each case, until his or her successor is duly elected and qualified.
Proxies submitted pursuant to this solicitation will be voted, unless specified
otherwise, for the election of the five persons named as nominees, each of whom,
except for Virginia Roberts Holt (who has not yet served as a director), has
served continuously as a director of the Company since the date indicated below.
2
All nominees (except for Mrs. Holt) 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 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 1997 or 1998, 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.
3
<TABLE>
<CAPTION>
Name and Principal Occupation Age Director Since
----------------------------- --- --------------
Nominees for Director Whose Term Will <C> <C>
Expire in 1999:
<S> 64 August 29, 1988
Allan Aves...........................
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................ 43 August 29, 1988
Mr. Roberts is Vice President-
Marketing of the Company. He
held the position of Director,
U.S. Business Units of the
Company's seed division from May
1993 until February 1995 when he
was elected to his present
position. He was Corn Product
Director of the Company's seed
division until May 1993. Mr.
Roberts is a member of the Board
Executive Committee
Paul H. Hatfield..................... 59 October 13, 1992
Mr. Hatfield is Chairman of
Hatfield Capital Group, a private
investment company. He was Vice
President of Ralston Purina
Company and President and Chief
Executive Officer of Protein
Technologies International until
February 1995. He is a member of
the Audit Committee. He is a
director of Petrolite Corporation
and PENWEST, Ltd.
Nominee for Director Whose Term Will
Expire in 1998:
Virginia Roberts Holt................. 40
Mrs. Holt is President, Charles
A. Lowe & Associates, an
audiology practice.
Nominee for Director Whose Term Will
Expire in 1997:
Tod R. Hamachek...................... 49 June 1, 1992
Mr. Hamachek is President and
Chief Executive Officer of
PENWEST, Ltd., a leading supplier
of corn-based specialty products
for the paper industry, food
2
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.
Directors Whose Terms Expire in 1997:
John T. Roberts...................... 37 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
Compensation Committee.
Richard O. Ryan....................... 53 June 15, 1988
Mr. Ryan is President and Chief
Operating Officer of the Company.
Mr. Ryan is a member of the
Board Executive Committee.
3
Directors Whose Terms Expire in 1998:
H. Blair White....................... 68 August 29, 1988
Mr. White is Of Counsel to Sidley
& Austin, a law firm that
provides legal services to the
Company. He is a director of R.R.
Donnelley & Sons Company. Mr.
White is Chairman of the
Compensation Committee and the
Board Executive Committee.
Bruce P. Bickner..................... 52 June 15, 1988
Mr. Bickner is Chairman and Chief
Executive Officer of the Company.
Mr. Bickner was Chairman of the
Board and Chief Executive Officer
of DEKALB Energy Company until
May 1995. He is a director of
Castle BancGroup, Inc. Mr.
Bickner is a member of the Board
Executive Committee.
Dr. Charles Arntzen................... 54 August 1, 1990
Dr. Arntzen is President and
Chief Executive Officer of the
Boyce Thompson Institute for
Plant Research, Inc. He was
Manager, Plant Biotechnology
4
Program, Institute of Biosciences
and Technology of Texas A & M
University until August 1995. He
was deputy Chancellor for
Agriculture and Dean of the
College of Agriculture and Life
Sciences of Texas A & M
University until January 1992.
He also serves on the University
of Chicago's Board of Governors
for the Argonne National
Laboratory. Dr. Arntzen is
Chairman of the Audit Committee.
</TABLE>
5
<PAGE>
APPROVAL OF PROPOSED AMENDMENT TO THE
DEKALB GENETICS CORPORATION LONG-TERM INCENTIVE PLAN
As described elsewhere in this Proxy Statement, the Company has a Long-Term
Incentive Plan (the `LTIP'') that provides for, among other things, the grant
to eligible officers and other key employees of options (`Options'') to
purchase Class A or Class B Common Stock (collectively, `Common Stock'') of the
Company, stock appreciation rights (`SARs'') and shares of restricted Common
Stock (`Restricted Stock''). Holders of shares of Class A Common Stock are
being asked to approve a proposed amendment (the `Amendment'') to the LTIP
which would increase the number of shares of Common Stock available for grant
under the LTIP (the `Increased Share Authorization''), place a limit on the
number of shares which may be subject to outstanding grants under the LTIP from
time to time (the `Outstanding Grant Limit''), and place a limit on the number
of shares of Common Stock subject to awards under the LTIP that can be granted
to any participant during any year (the `Participant Limit'').
A copy of the Amendment is attached to this Proxy Statement as Exhibit A
and the description of the Amendment is qualified in its entirety by reference
to the full text of Exhibit A.
BACKGROUND
INCREASED SHARE AUTHORIZATION AND OUTSTANDING GRANT LIMIT
The LTIP currently provides that the number of shares of Common Stock which
may be issued and sold or granted under the LTIP shall be the greater of 384,305
shares or six percent of the total shares of Common Stock outstanding from time
to time. Because six percent of the currently outstanding shares of Common
Stock is equal to , the total number of shares of Common Stock currently
--------
available under the LTIP is 384,305. As of November 30, 1995, shares of
-------
Common Stock have been issued and sold or granted under the LTIP and,
accordingly, only shares of Common Stock are currently available under
--------
the LTIP.
The LTIP does not currently contain any limitation on the number of shares
of Common Stock subject to outstanding awards from time to time.
PARTICIPANT LIMIT
<PAGE>
The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the
Internal Revenue Code (``ode''). Section 162(m) generally limits the deduction
that may be claimed for compensation paid to the chief executive officer and the
four other highest paid executive officers in a given fiscal year to $1,000,000
per person, subject to certain exceptions. The limit applies to all types of
compensation, including amounts realized on exercise of stock options and stock
appreciation rights, unless the awards and plan under which they are made
qualify as ``erformance based'' under the terms of the Code and related
regulations. Under the proposed regulations under Section 162(m), the
Participant Limit would permit future grants of Options, SARs and Restricted
Stock under the LTIP to meet the requirements for ``erformance based''
compensation.
DESCRIPTION OF AMENDMENT
Pursuant to the Increased Share Authorization, in addition to the 384,305
shares of Common Stock currently authorized under the LTIP, an additional
250,000 shares of Common Stock would be available under the LTIP on and after
September 1, 1995. The Amendment would also remove the provisions of the LTIP
which could cause the number of authorized shares under the LTIP to be equal to
six percent of the outstanding shares of Common Stock from time to time.
2
The Outstanding Grant Limit would place an additional restriction on the
number of shares which may be subject to outstanding grants under the LTIP from
time to time. The Outstanding Grant Limit provides that no option, SAR or
Restricted Stock may be granted or awarded under the LTIP if and to the extent
that such grant or award would cause the total number of shares of Common Stock
subject to then outstanding and unexercised Options and SARS under the LTIP,
plus the total number of shares of Restricted Stock awarded under the LTIP
(other than shares no longer subject to restrictions under the LTIP), to exceed
eight and one-half percent (8 1/2%) of the total number of shares of Common
Stock outstanding at the time of such grant or award.
The Participant Limit would provide that the maximum number of shares of
Common Stock available for grants under the LTIP to any participant in any
fiscal year shall not exceed shares.
------
The effect of the Increased Share Authorization would be to increase by
250,000 shares the number of shares of Common Stock currently authorized under
the LTIP. The Outstanding Grant Limit, however, would provide that shares
subject to outstanding awards under the LTIP would not exceed 81/2% of the total
number of outstanding shares of Common Stock of the Company from time to time.
If the Outstanding Grant Limit were to prevent a grant or award under the LTIP
and subsequently an outstanding Option or SAR were exercised or forfeited or
Restricted Shares became no longer subject to restrictions under the LTIP (or
the Company were to issue additional shares of Common Stock), then additional
grants or awards could then be made under the LTIP up to the limit permitted
pursuant to the Outstanding Grant Limit, after giving effect to such exercise,
forfeiture, lapse of restrictions or issuance of additional shares). As of
November 30, 1995, shares of Common Stock were subject to outstanding
------
awards under the LTIP, which was approximately % of the total number of
----
outstanding shares of Common Stock as of such date. Accordingly, the
3
Outstanding Grant Limit would limit to the number of shares of Common
--------
Stock which could be subject to outstanding awards as of November 30, 1995. The
Participant Limit will permit the Company to avoid the Section 162(m) limitation
on deductibility of compensation relating to Options, SARs and Restricted Stock
granted under the LTIP in 1996 and subsequent years.
The Outstanding Grant Limit and the Participant Limit are further
limitations on the current terms of the LTIP and do not add benefits or
compensation currently available for awards under the LTIP.
VOTE REQUIRED AND RECOMMENDATION
Each holder of Shares of Class A Common Stock will be entitled to cast one
vote for each such share held of record on the record date. Approval of the
Amendment requires the affirmative vote of at least a majority of the shares of
Class A Common Stock of the Company present (in person or by proxy) and entitled
to vote at the meeting. Consequently, shares which are voted to abstain from
voting on the approval of the Amendment and broker non-votes will have the legal
effect of a vote against approval of the Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE `FOR'' APPROVAL
OF THE AMENDMENT.
BOARD OF DIRECTORS AND COMMITTEES
<PAGE>
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 1995, the Board
4
of Directors held five meetings. All of the directors attended at least 75
percent of the meetings of the Board and the Committees on which they served
during the year except for H. Blair White, who attended ten of the fourteen
meetings of the Board of Directors and of the applicable Audit and Compensation
Committee meetings held during fiscal 1995. Directors who are not employees of
the Company are paid $14,000 annually, plus $1000 per day for attending meetings
of the Board of Directors, 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
5
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 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 five meetings
during fiscal 1995.
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 three meetings during fiscal 1995.
The Compensation Committee reviews and recommends to the Board of Directors
compensation to be paid to senior officers of the Company. During fiscal 1995,
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, 1995 the beneficial
ownership of the Class A and Class B Common Stock of the Company (including
6
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:
7
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Owned
Beneficially and Percentages of
Class
Outstanding on November 30, 1995
--------------------------------
(1)(2)
------
Class A % Class B %
------- ---- ------- ----
<S> <C> <C> <C> <C>
--- --- --- ---
Charles J. Arntzen(3) 4,362 - -
Allan Aves(4) 12,634 - -
Bruce P. Bickner(5) 53,548 - -
Richard T. Crowder(6) 1,667 - -
Tod R. Hamachek(7) 9,640 - -
Paul H. Hatfield(8) 8,678 - -
Roy L. Poage(9) 8,928 - -
Douglas C. Roberts(10)(11) 136,954 14,021
John T. Roberts(10)(12) 141,617 9,500
Virginia Roberts 136,470 10,168
Holt(10)(13)
Richard O. Ryan(14) 24,464 4,150
H. Blair White(15) 19,051 - -
John H. Witmer, Jr.(16) 19,600 - -
All of the above and all
other executive officers
as a group (17 589,041 37,989
persons)(17)
<FN>
(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.
(3) Includes 4,362 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.
(4) Includes 12,484 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.
(5) Includes 51,250 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.
(6) Includes 1,667 shares of Class A Common Stock subject to an option which
may be acquired on or prior to January 29, 1996.
(7) Includes 9,640 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.
(8) Includes 8,678 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.
2
(9) Includes 8,317 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.
(10) Douglas C. Roberts, John T. Roberts and Virginia Roberts Holt are brothers
and sister.
(11) 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 2,367 share of Class A Common Stock subject to
options which may be acquired on or prior to January 29, 1996.
(12) Includes 18,699 shares of Class A Common Stock and 2100 shares of Class B
Common Stock held in trusts for the benefit of the children of John T.
Roberts of which he or his spouse is the trustee. Includes 700 shares of
Class B Common Stock held by his spouse. Includes 5,337 which may be
acquired on or prior to January 29, 1996.
(13) Includes 17,598 shares of Class A Common Stock and 2800 shares of Class B
Common Stock held in trusts for the benefit of the children of Virginia
Roberts Holt of which she or her spouse is the trustee. Includes 700
shares of Class B Common Stock held by her spouse.
(14) Includes 23,000 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.
(15) Includes 600 shares of Class A Common Stock as to which investment power is
shared. Includes 13,411 shares of Class A Common Stock subject to options
which may be acquired on or prior to January 29, 1996.
(16) Includes 19,100 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.
3
(17) Includes 171,041 shares of Class A Common Stock subject to options that may
be exercised on or before January 29, 1996.
</TABLE>
4
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth as of November 30, 1995 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 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 Common Stock
---------------- ------------ ------------
(1)
---
<S> <C> <C>
John T. Roberts (2)(3)...... 141,617 %
7602 E. 88th Place
Indianapolis, Indiana
46256
Douglas C. Roberts (2)(4)... 136,954 %
1449 Janet Street
Sycamore, Illinois 60178
Virginia Roberts Holt (2)(5) 136,470 %
2329 Clover Lane
Northfield, Illinois
60093
Bruce P. Bickner (6)........ 53,548 %
11702 Deerpath Road
Sycamore, Illinois 60178
<FN>
(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.
(3) See Note 12 on page 5.
(4) See Note 11 on page 5.
(5) See Note 13 on page 5.
(6) See Note 5 on page 5.
</TABLE>
2
<PAGE>
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 1995 (the "Named Executive Officers"):
<TABLE>
<CAPTION>
Long Term
Annual
------------------- ---------
Compensation Compensation
-------------------- -===============
Awards Payou
------ -----
Number of ts
--
Name and
Securitie
Principal Other All Other
s
Position Annual Compensat
---------
Underlyin
at August 31, Year Salar Bonus Compensa LTIP
- - ------------- ---- ----- ----- --------
g ion (3)
-------
Payou
-----
1995 y tion (1) Options(2
- - ---- - -------- ---------
ts
--
)
-
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce P. 1995 $285, $150,8 $ 3,750 $ $
Bickner. . . . . 1994 015.5 12.50 19,655.1 0 18,616.28
. . . 1993 7 8 0
Chairman and 55,800 0 17,299.93
Chief 269,9 .00 14,782.0 0
Executive 92.46 0 0 9,924.93
Officer 0
266,5 18,092.8
38.54 6
Richard O. Ryan 1995
. . . . . . . . 1994 231,3 119,25 10,231.0 6,000 0 10,985.13
President and 1993 69.33 0.00 0
Chief 0 0 7,631.12
Operating 196,9 41,850 6,765.00
Officer 69.28 .00 0 0 6,922.38
8,149.00
214,3 0
07.86
Richard T. 1995
Crowder . . . . 1994 171,5 52,400 -- 5,000 0 89,896.96
. . 1993 13.55 .00
Sr. Vice -- -- -- --
President, -- --
Int'l. (4) -- -- -- --
-- --
John H. Witmer, 1995
Jr. . . . . . . 1994 164,8 43,000 500.00 0 0 6,588.61
Senior Vice 1993 84.73 .00
President, 1,089.24 0 0 6,054.06
& General 144,7 39,825
Counsel 23.30 .00 0 0 0 4,290.34
133,3 6,550.
23.12 00
Roy L. Poage . 1995
2
. . . . . . . . 1994 160,0 24,000 7,929.00 2,000 0 6,865.11
President, 1993 76.98 .00
DEKALB 5,591.00 2,400 0 9,366.11
Swine 143,5 54,500
Breeders, Inc. 00.24 .00 4,918.00 2,200 0 6,033.98
143,0 30,885
77.16 .50
<FN>
(1) Other Annual Compensation for fiscal 1995 arose from the following sources:
Taxable income for executive car participants (Mr. Bickner - $6,031, Mr.
Ryan - $7,231, Mr. Poage - $6,929); Personal use of company airplane
(Mr. Bickner - $12,000, Mr. Ryan - $3,000, Mr. Witmer - $500, Mr. Poage -
$1,000) (pursuant to Compensation Committee guidelines); reimbursement to
Mr. Bickner for income taxes related to benefit plan of $1,624.18.
(2) No restricted stock or stock appreciation rights (SARs) were awarded to the
Named Executive Officers during fiscal 1993, 1994 and 1995.
(3) All Other Compensation for fiscal 1995 arose from the following sources:
Company contributions to the Company's Deferred Compensation Plan
(Mr. Bickner - $8,574.90, Mr. Ryan - $6,018.57, Mr. Crowder - $2,217.40,
Mr. Witmer - $1,736.53, Mr. Poage - $1,413.44); Company contributions to
the Company's Savings and Investment Plan (Mr. Bickner - $4,500.00, Mr.
Ryan - $4,500.00, Mr. Crowder - $4,500.00, Mr. Witmer - $4,500.00, Mr.
Poage - $4,109.44); and Reimbursement for life insurance premiums (Mr.
3
Bickner - $5,541.38, Mr. Ryan - $466.56, Mr. Crowder - $196.56, Mr. Witmer
- $352.08, Mr. Poage - $1,342.23); and Company payment to Mr. Crowder of
$25,000.00 for relocation and $57,983 as reimbursement for benefits lost at
his previous employer.
(4) Mr. Crowder's employment with the Company began October 26, 1994.
</TABLE>
4
<PAGE>
OPTION GRANTS DURING FISCAL 1995
The following table sets forth the number of shares of Class A Common Stock
that were granted subject to options during fiscal 1995 to each Named Executive
Officer receiving such a grant:
<TABLE>
<CAPTION>
Individual Grants
Percentage
of
Number of Total Exercis
Securities Shares e Expir Grant
Underlying Granted to Price ation Date
Options Employees Per
Name Granted(1) in Fiscal Share Date Present
---- ---------- --------- ----- ---- -------
1995 Value (2)
---- ---------
<S> <C> <C> <C> <C> <C>
Bruce P. 3,750 6.49% $27.00 01/16 $45,225
Bickner /05
Richard 6,000 10.39% $27.00 01/16 72,360
O. Ryan /05
Richard 5,000 8.66% $29.75 10/25 69,450
T. /04
Crowder
Roy L. 2,000 3.46% $27.00 01/16 24,120
Poage /05
<FN>
(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. The stock option grants to Messrs. Bickner, Ryan, Rauman, and Poage
were made effective January 17, 1995. Vesting is over a three-year period
from the date of grant, with one-third of the options vesting on January
17, 1996, one-third vesting on January 17, 1997 and the final one-third
vesting on January 17, 1998. Mr. Crowder's stock option grant was made
effective October 26, 1994. Vesting is also over a three-year period with
one-third of the options vesting on October 26, 1995, one-third vesting on
October 26, 1996 and the final one-third vesting on October 26, 1997.
(2) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. In calculating the grant present values set forth
in the table, a factor of 40% has been assigned to the volatility of the
common stock, the annual dividend assumption is $0.80 per share, the
interest rate has been fixed at 8.00% and the exercise of options as been
assumed to occur at the end of the actual option term of ten years. There
is no assurance that these assumptions will prove to be true in the future.
Consequently, the actual value, if any, an executive may realize will
depend on the common stock price on the date the option is exercised, so
that there is no assurance the value realized by an executive will be at or
near the value estimated by the Black-Scholes model.
</TABLE>
2
<PAGE>
AGGREGATED OPTION EXERCISES DURING FISCAL 1995 AND FISCAL 1995 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, 1995, for each
of the Named Executive Officers:
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Shares Underlying In-the-Money
Acquire Value Unexercised Options at
d Options Held at August 31,
August 31, 1995(1)(3)
1995(2)
Name on Realiz Exerci Unexerci Exerci Unexerc
---- -- ------ ------ -------- ------ -------
Exercis ed(1) sable sable sable isable
------- ----- ----- ----- ----- ------
e
-
<S> <C>- <C> <C> <C> <C> <C>
-
Bruce P. 0- 0- 50,000 3,750 $1,293 $48,281
Bickner ,398
Richard O. -0- -0- 21,000 6,000 $ $77,250
Ryan 520,28
5
Richard T. -0- -0- -0- 5,000 $ $50,625
Crowder -0-
John H. -0- -0- 19,100 -0- $ $ -0-
Witmer, Jr. 485,01
2
Roy L. 1,000 $42,62 6,117 4,333 $ $55,454
Poage 5 70,183
<FN>
(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, 1995 fair market value of $39.875 per share of Class B
Common Stock.
</TABLE>
2
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS DURING FISCAL 1995
The following table sets forth the Long-Term Incentive Plan awards made
during fiscal 1995 to each Named Executive Officer receiving such an award:
<TABLE>
<CAPTION>
Estimated Future Payouts Under
Number of Performanc Non-Stock Price
------------------------------
Performance e Period
Based Plans
-------------------------
Units Until
Name Awarded(1) Maturation Threshold Target Maximum
---- ---------- ---------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
- - --- --- --- --- --- ---
53,600 08/31/97 -0- $53,600 $93,800
Bruce
P. Bickner
Richard 32,000 08/31/97 -0- $32,000 $56,000
O. Ryan
Richard 10,000 08/31/97 -0- $10,000 $17,500
T. Crowder
John H. 13,600 08/31/97 -0- $13,600 $23,800
Witmer, Jr.
Roy L. 16,000 08/31/97 -0- $16,000 $28,000
Poage
<FN>
(1) These Long-Term Incentive Plan (LTIP) awards are performance units covering
the performance during the 1995, 1996 and 1997 fiscal years. The targeted
value of each performance unit is $1.00 with a maximum payout of $1.75 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
all Named Executive Officers, the payment is based on earnings per share
for fiscal year 1997.
</TABLE>
2
<PAGE>
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 remuneration and years of service for each Named Executive
Officer:
<TABLE>
<CAPTION>
Years of Service
<S> <C> <C> <C> <C> <C>
--- --- --- --- --- ---
10 15 20 25 30
-- -- -- -- --
$ $ $ $ $
$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 75,000 100,00 125,000 150,000
0
275,000 55,000 82,500 110,00 137,500 165,000
0
300,000 60,000 90,000 120,00 150,500 180,000
0
325,000 65,000 97,500 130,00 162,500 195,000
0
350,000 70,000 105,00 140,00 175,000 210,000
0 0
375,000 75,000 112,50 150,00 187,500 225,000
0 0
400,000 80,000 120,00 160,00 200,000 240,000
0 0
425,000 85,000 127,50 170,00 212,500 255,000
0 0
450,000 90,000 135,00 180,00 225,000 270,000
0 0
475,000 95,000 142,50 190,00 237,500 285,000
0 0
500,000 100,000 150,00 200,00 250,000 300,000
0 0
<FN>
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 October 1, 1993, at which time the pension plan was suspended.
At the present time, therefore, compensation earned after that date and future
service shall not be included when calculating pension benefits. At October 1,
1993, average annualized salary for each of the Named Executive Officers who are
eligible to participate is as follows: Bruce P. Bickner - $380,590.49; Richard
O. Ryan - $250,452.46; John H. Witmer, Jr. - $227,835.50; Roy L. Poage -
$204,241.39.
The credited years of service for each of the Named Executive Officers is:
2
Bruce P. Bickner 18
Richard O. Ryan 14
John H. Witmer, Jr. 15
Roy L. Poage 30
Richard T. Crowder is not eligible to participate in the pension plans.
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. These benefits 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.
</TABLE>
3
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into written employment agreements with all of the
Named Executive Officers. Each employment agreement provides for a one-year
term and is subject to successive one-year extensions unless notice of
termination is given. The employment agreements provide for the following base
salaries for fiscal 1996 to be paid to the executive officers: Mr. Bickner
($295,000), Mr. Ryan ($240,000), Mr. Crowder ($215,000), Mr. Witmer ($165,000)
and Mr. Poage ($155,000). Those executive officers will have Company
performance-related bonus opportunities which have been set for a target bonus
of $225,000; $155,000;; $85,000; $53,000 and $60,000 respectively, which could
be exceeded if performance merits. Each employment agreement provides that if
the executive is terminated prior to the expiration of the term of the agreement
such executive officer will also be entitled to termination pay equal to 24
months' base salary and target bonus in the case of Messrs. Bickner and Ryan, 18
months' base salary and target bonus in the case of Mr. Poage, 12 months' base
salary and target bonus in the case of Mr. Crowder and 12 months' base salary in
the case of Mr. Witmer. Messrs. Bickner, Ryan, Crowder and Poage are subject to
noncompete limitations for periods of time equaling the length of their
termination 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. The Company 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 American Seed Trade Association ("ASTA") and covers pay
practices of 22 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
2
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 1995 annual performance bonuses for the
Named Executive Officers included earnings, profit contribution, market share,
return on assets and specific individual objectives.
The following table summarizes fiscal 1995 bonus opportunities and criteria
for the Named Executive Officers:
3
<TABLE>
<CAPTION>
Criteria as a Percent of Bonus
1995 Target
Bonus
Target Net North Individ
as Corpo American ual
Name Percent rate Seed Strateg
----
of Total Earni Market ic
----- ------
Cash Objecti
---- -------
ngs Share
--- -----
Compensa ves
-------- ---
tion
----
<S> <C> <C> <C> <C>
Bruce P. 45% 75% 12.5% 12.5%
Bickner (1)
Richard 40% 75% 25% --
O. Ryan
Richard 27% 13% -- 87%(2)
T.
Crowder
John H. 24% 50% -- 50% (3)
Witmer,
Jr.
Roy L. 28% -- -- 100%(4)
Poage
<FN>
(1) Included an objective on management structure.
(2) Included objectives on international and world wide seed profit
contribution.
(3) Included objectives on intellectual property and shareholder value
realization.
(4) Included objectives on breeding stock trait improvement, breeding stock
sales and NOPAT return.
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 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 and restricted stock. The Committee currently views stock options and
performance unit grants which the Committee also grants from time to time (the
only awards currently outstanding) as the best long term incentive 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.
2
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:
H. Blair White, Chairman
Tod R. Hamachek
John T. Roberts
</TABLE>
3
<TABLE>
<CAPTION>
200.0
180.0
160.0 DEKALB Gen
Peer Group ($100
140.0 Peer Group ($150
Broad Mark
120.0
100.0
80.0
60.0 (
1990 1991 1992 1993 1994 1995
business endeavors, nor
This index is w
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
DEKALB Genetics 100 103.9 89.9 83.4 109.6 138.4
Peer Group ($100-200) 100 128.8 132.8 160.7 167.2 185.6
Peer Group ($150-300) 100 125.1 134.5 164.0 171.4 193.8
Broad Market (NASDAQ) 100 113.7 115.6 150.5 164.4 195.6
<FN>
(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 $150 to $300 million (excluding financial
institutions) has been selected as the Peer Group Index. The index is
weighted for relative market capitalization.
(2) The Peer Group Index used in last year's Proxy Statement was an index
of all NASDAQ traded companies with a market capitalization of $100 to
$200 million (excluding financial institutions). Because the
Company's market capitalization exceeded $200 million on August 31,
1995, the table includes the new Peer Group Index and the old Peer
Group Index for comparative purposes.
(3) 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
H. Blair White, a director of the Company, is Of Counsel to the law firm of
Sidley & Austin. Sidley & Austin provided legal services to the Company during
the past year.
</TABLE>
2
<PAGE>
CERTAIN OTHER TRANSACTIONS
Directors and officers of the Company are required under Section 16 of the
Securities Exchange Act of 1934 to report to the Securities and Exchange
Commission their transactions in, and beneficial ownership of, the Company's
Class A Common Stock, Class B Common Stock and other equity securities of the
Company. Reports received by the Company during the last fiscal year indicate
that Richard O. Ryan, who is an executive officer of the Company, filed one late
report relating to one transaction.
AUDITORS
Arthur Andersen LLP performed the audit of the fiscal 1995 financial
statements of the Company. Representatives of Arthur Andersen are expected to
be present at the Annual Meeting and will be provided an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate inquiries from stockholders.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE JANUARY 1997 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 1996 must be received by the Company no later than August 8, 1996.
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 , 1995
--
2
<PAGE>
EXHIBIT A
AMENDMENT TO THE
DEKALB GENETICS CORPORATION
LONG-TERM INCENTIVE PLAN (THE ``PLAN'')
Section 5.1 of the Plan is hereby amended to read in its entirety as
follows:
5.1 Limitations. Subject to the adjustment pursuant to the
-----------
provisions of Section 5.3 hereof, the number of shares of Common Stock which may
be issued and sold or granted hereunder shall be 384,305; provided that on and
--------
after September 1, 1995, there shall be an additional 250,000 shares of Common
Stock (subject to adjustment pursuant to the provisions of Section 5.3 hereof)
which are available for grants of awards hereunder. The number of shares which
may be issued and sold or granted may be either authorized but unissued shares,
shares issued and reacquired by the Company or shares bought in the market for
the purposes of the Plan. SARs awarded and exercised pursuant to Article VII
shall be considered to be Common Stock for purposes of this Section 5.1,
provided that shares of Common Stock subject to an Option, and an SAR granted
with respect thereto, shall only be counted once.
Notwithstanding the foregoing, (a) no Option, SAR or Restricted Stock
may be granted or awarded hereunder if and to the extent that such grant or
award would cause the total number of shares of Common Stock subject to then
3
outstanding and unexercised Options and SARs, plus the total number of shares of
Restricted Stock awarded hereunder (other than shares of Restricted Stock which
are no longer subject to restrictions under this Plan) to exceed eight and one-
half percent (8 1/2%) of the total number of shares of Common Stock outstanding
at the time of such grant or award and (b) the maximum number of shares of
Common Stock available for grants of awards hereunder to any Participant in any
fiscal year of the Company shall not exceed shares (subject to
-------
adjustment pursuant to the provisions of Section 5.3 hereof).
<PAGE>
DEKALB GENETICS CORPORATION
PROXY - ANNUAL MEETING OF STOCKHOLDERS
January 16, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement dated December , 1995. Bruce P. Bickner
--
and H. Blair White, 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 Kishwaukee College Auditorium, 21193 Malta Road, Malta, Illinois 60150,
on January 16, 1996 at 3:00 P.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:
4
(1) FOR election of the five (5) nominees for director named in the
--
accompanying Proxy Statement, namely: Allan Aves, Tod R. Hamachek, Paul H.
Hatfield, Virginia Roberts Holt and Douglas C. Roberts 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) FOR , AGAINST , OR ABSTAIN with respect to approval of the amendment
-- -- --
to the DEKALB Genetics Corporation Long-Term Incentive Plan set forth in
the accompanying Proxy Statement.
(3) In their discretion, upon any other business that may properly come before
the meeting or adjournment thereof.
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 PROPOSALS
(1) and (2).
PLEASE MARK, SIGN, DATE AND RETURN Date:
-------------------------
THIS PROXY CARD PROMPTLY USING THE
5
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>
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 , 1995. 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, 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
Kishwaukee College Auditorium, 21193 Malta Road, Malta, Illinois 60150, on
January 16, 1996 at 3:00 P.M., Central Standard Time, or any adjournment or
6
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 five (5) nominees for director named in the
--
accompanying Proxy Statement, namely: Allan Aves, Tod R. Hamachek, Paul H.
Hatfield, Virginia Roberts Holt and Douglas C. Roberts 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) FOR , AGAINST , OR ABSTAIN with respect to approval of the amendment
-- -- --
to the DEKALB Genetics Corporation Long-Term Incentive Plan set forth in
the accompanying Proxy Statement.
(3) In their discretion, upon any other business that may properly come before
the meeting or adjournment thereof.
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 12, 1996,
7
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
