(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 apprpriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[X] Definitive Proxy Statement the Commission Only (as
[ ] Definitive Additional Materials permitted by
[ ] Soliciting material Pursuant to Rule Rule 14a-6(e) (2))
14a-11(c) or Rule 14-a-12
Sigma-Aldrich 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 appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 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 is calculated and state how it is determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by the 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:
SIGMA-ALDRICH CORPORATION
3050 Spruce Street
St. Louis, Missouri 63103
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 4, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Sigma-Aldrich Corporation will be held at Mercantile Bank of St.
Louis, N.A., 721 Locust Street, St. Louis, Missouri 63101, on
Tuesday, May 4, 1999, at 11:00 A.M., Central Daylight Time, for the
following purposes:
1. To elect nine directors;
2. To transact such other business as may properly come before
the meeting and any adjournments thereof.
Only shareholders of record as of the close of business on March 5,
1999, are entitled to notice of, and to vote at, the meeting.
By Order of the Board of Directors,
/s/ Thomas M. Tallarico
Thomas M. Tallarico, Secretary
March 31, 1999
Your vote is important. You may vote in any one of the following ways:
Use the toll-free telephone number shown on the proxy card.
Use the internet web site shown on the proxy card.
Mark, sign, date and promptly return the enclosed proxy card
in the postage-paid envelope.
Shareholders who attend the meeting may revoke their proxies and
vote in person if they desire.
SIGMA-ALDRICH CORPORATION
PROXY STATEMENT
Annual Meeting of Shareholders
May 4, 1999
The enclosed proxy is solicited by the Board of Directors (the
"Board") of Sigma-Aldrich Corporation (the "Company") for use at the
Annual Meeting of Shareholders (the "Meeting") to be held at
Mercantile Bank of St. Louis, N.A., 721 Locust Street, St. Louis,
Missouri 63101, on Tuesday, May 4, 1999, and any adjournments
thereof. Any shareholder giving the proxy has the power to revoke it
at any time before it is voted by written notice mailed to Proxy
Services, P.O. Box 9079, Farmingdale, New York 11735-9769 or by submitting
a later-dated proxy. If the proxy is not so revoked or not revoked in person
at the Meeting, such proxy will be voted either as designated or, if
no designation is made, voted in favor of the nominees for
directors.
Shareholders of record as of the close of business on March 5, 1999,
are entitled to notice and will be entitled to vote at the Meeting
and at any adjournments thereof. As of the close of business on
March 5, 1999, there was a total of 100,662,804 shares of common
stock outstanding. Shareholders will be entitled to one vote for
each share held on all matters, including the election of directors.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited
personally, or by telephone or telegraph, by employees of the
Company without additional compensation. The Company also may retain
a professional proxy solicitor to assist in soliciting proxies. The
solicitor's fee is estimated at $5,000 to $10,000, plus expenses,
depending upon the extent of the solicitor's activities. Brokers,
dealers, banks and their nominees will be requested to forward proxy
material to the beneficial owners of stock held by them of record
and the Company will reimburse them for their reasonable out-of-
pocket and clerical expenses upon their request.
This Proxy Statement and accompanying form of proxy are first being
sent to shareholders on or about March 31, 1999.
The mailing address of the Company's principal executive office is
3050 Spruce Street, St. Louis, Missouri 63103.
ELECTION OF DIRECTORS
Nine directors of the Company are to be elected to hold office until
the next annual meeting or until their successors are elected and
qualified. The persons named as proxies in the accompanying proxy
card intend to vote for the election of the nominees named below. If
for any reason any of the nominees are unavailable, the persons
named as proxies may exercise discretionary authority to vote for
substitutes proposed by the Board of Directors.
Nominees for Board of Directors
Following are the nominees for directors of the Company, their
principal occupation, background, period of service as a director of
the Company and age. All of the nominees are presently directors of
the Company and were elected to their present terms as directors at
the 1998 Annual Meeting of Shareholders. There are no family
relationships between any of the directors or between any of the
directors and any executive officer of the Company or its
subsidiaries.
Carl T. Cori Chairman of the Board and Chief Executive Officer
of the Company. Dr. Cori has been Chairman of the
Board and Chief Executive Officer for more than five
years. He served as President of the Company for
more than five years until March 1995. He has
been a director of the Company since 1977. Age 62.
Nina V. Fedoroff Director, Life Sciences Consortium & Biotechnology
Institute and Willaman Professor of Life Sciences at
Pennsylvania State University, State College,
Pennsylvania, since July 1995. Prior to that time,
she was a staff member at Carnegie Institute of
Washington and a Professor at Johns Hopkins University
for more than five years. She has been a director of
the Company since 1996. Age 56.
David R. Harvey President and Chief Operating Officer of the Company.
Dr. Harvey has been Chief Operating Officer of the
Company for more than five years and was elected
President in March 1995, after serving as Executive
Vice President for more than five years. He has been
a director of the Company since 1981. Age 59.
David M. Kipnis Distinguished University Professor of Medicine,
Washington University School of Medicine, St. Louis,
Missouri, for more than five years. Dr. Kipnis has
been a director of the Company since 1984. Age 71.
Andrew E. Newman Chairman of the Board and Chief Executive Officer
of Race Rock International, St. Louis, Missouri,
a theme restaurant company, since July 1995. From
1987 to April 1995 he was Chairman of the Board,
Edison Brothers Stores, Inc., a specialty fashion
retailer, St. Louis, Missouri. Edison Brothers
Stores, Inc. filed a petition for reorganization
under Chapter 11 of the federal bankruptcy code in
November 1995. Mr. Newman has been a director of
the Company since 1989. He is also a director of
Lee Enterprises, Inc. Age 54.
William C. O'Neil, Jr. Chairman of the Board of Atrix Laboratories, Inc.,
Fort Collins, Colorado, a drug delivery company
since 1995. He was Chairman of the Board of
ClinTrials Research, Inc. from 1989 to May 1998 and
served as President and Chief Executive Officer of
ClinTrials Research, Inc. for more than five years
until February 1998. Mr. O'Neil has been a director
of the Company since 1987. He is also a director of
American Healthcorp, Advocat, Inc., Central Parking,
Inc. and Atrix Laboratories, Inc. Age 64.
Jerome W. Sandweiss Of Counsel, Blumenfeld, Kaplan & Sandweiss, P.C.,
Attorneys at Law, St. Louis, Missouri, for more than
five years. Mr. Sandweiss has been a director of the
Company since 1975. Age 74.
D. Dean Spatz Chairman of the Board, and Chief Executive Officer
of Osmonics, Inc., a manufacturer of water
purification, fluid separation and fluid handling
products and equipment, Minnetonka, Minnesota, for
more than five years. Mr. Spatz has been a director
of the Company since 1994. He is also a director of
Osmonics, Inc. and S.I. Technologies, Inc. Age 55.
Thomas N. Urban Former Chairman of the Board of Pioneer Hi-Bred
International, Inc., a developer and producer of
hybrid corn and other seeds, Des Moines, Iowa. He
served as Chairman of the Board of Pioneer Hi-Bred
International, Inc. for more than five years until
December 1996 and as President of Pioneer Hi-Bred
International, Inc. for more than five years until
September 1995. Mr. Urban has been a director of the
Company since 1990. He is also a director of Pioneer
Hi-Bred International, Inc. Age 64.
Directors Meetings and Committees
The Board of Directors met four times during 1998. The Board of
Directors has three committees which function throughout the year.
The Audit Committee, of which Ms. Fedoroff and Messrs. Newman,
Sandweiss and Spatz (Chairman) are members, met twice in the past
year. The function of this Committee is to recommend a public
accounting firm to be retained for the coming year, to review the
scope and results of the annual audit by such firm and to review the
Company's financial statements. The Compensation Committee,
consisting of Messrs. Newman, O'Neil (Chairman) and Urban, reviews
all areas of executive compensation and advancement within the
Company. The Committee held one meeting in the past year. The
Nominating Committee, of which Dr. Kipnis and Messrs. O'Neil
(Chairman) and Urban are members, recommends nominees to the Board
of Directors. It will consider nominees recommended by shareholders
for election to the Board of Directors provided the names of such
nominees, accompanied by relevant biographical information, are
submitted in writing to the Secretary of the Company. In February of
each year, the Nominating Committee generally proposes to the Board
nominees for directors to be elected at the Company's Annual Meeting
of Shareholders. Therefore, in order to be considered by the
Nominating Committee, prospective nominee recommendations should be
received by the Secretary no later than January 15th. The Committee
held one meeting in the past year.
Each director attended at least 75% of the aggregate of the meetings
of the Board and its Committees on which they served during 1998.
Director Compensation and Transactions
Directors who are not employed or retained as legal counsel by the
Company were compensated by an annual fee of $9,500 in 1998. The
Director's also received $2,250 for each director or committee
meeting attended ($2,500 prior to the November 10, 1998 meeting)
plus reimbursement of their travel expenses.
On February 17, 1998, the Company adopted the Directors' Non-
Qualified Share Option Plan of 1998 ("the Directors' Plan"). The
Directors' Plan permits the award of non-qualified stock options to
purchase up to 400,000 shares of the Company's common stock to those
members of the Board of Directors who are not employees of the
Company, who do not beneficially own more than 1.0% of the Company's
outstanding common stock and have served on the board for at least
six months. In 1998, seven non-employee directors received an
initial award of options to purchase 10,000 shares of common stock.
Additional awards of options to purchase 2,000 shares are made to
each eligible director on the day after each annual shareholders'
meeting, beginning in 1998.
The option price per share is equal to the Fair Market Value of the
common stock on the trading day next preceding the date the option
is granted. No option will vest or may be exercised to any extent
until the holder has served as director of the Company continuously
for at least three months from the date of grant. As the options
granted under the Directors' Plan are not incentive stock options,
they do not qualify for special tax treatment accorded under Section
422 of the Internal Revenue Code of 1986.
The Company retained Blumenfeld, Kaplan & Sandweiss, P.C., of which
Mr. Sandweiss is Of Counsel, during 1998 and is using the firm in
1999.
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND
PRINCIPAL BENEFICIAL OWNERS
Directors and Executive Officers
The following table sets forth the amount of the Company's common
stock beneficially owned by each of the directors and executive
officers of the Company shown in the summary compensation table, and
by all directors and executive officers of the Company as a group,
all as of March 5, 1999, based upon information obtained from such
persons:
<TABLE>
<CAPTION>
Shares Beneficially
Name Company Position Owned (1)(2)
- --------------------- ------------------------------- -------------------
<S> <C> <C>
Thomas E. Briggs Vice President and President, B-Line 104,900 (3)
Carl T. Cori Director, Chairman of the Board 336,070 (3)
and Chief Executive Officer
Nina V. Fedoroff Director 12,500 (4)
Peter A. Gleich Vice President and Chief Financial 89,690
Officer (Retired June 30, 1998)
David R. Harvey Director, President and Chief 163,840 (3)
Operating Officer
David M. Kipnis Director 18,686 (4)
Richard G. Morris Vice President and President, 36,000 (3)
Sigma-Aldrich Research
Andrew E. Newman Director 16,000 (4)
William C. O'Neil, Jr. Director 16,000 (4)
Jerome W. Sandweiss Director 26,000 (4)
D. Dean Spatz Director 16,200 (4)
Thomas M. Tallarico Vice President and Secretary 56,600 (3)
Thomas N. Urban Director 19,401 (4)
Floyd L. Worley Vice President and Chairman, B-Line 117,900 (3)
(Retired December 31, 1998)
Directors and executive 1,443,607 (3)
officers as a group
- --------------------------------------------------------------------------------
<FN>
(1) Each nominee has both sole voting power and sole investment power
with respect to the shares set forth in the table opposite his name,
except as follows: Messrs. Gleich and Spatz share voting and investment
power as to 8,800 and 4,200 shares, respectively, held in joint tenancy
with their spouses. Shares owned separately by spouses are not included.
(2) Represents less than one percent (1%) of the Company's common stock
outstanding as of March 5, 1999, for each of the named individuals
and less than 2% for the group.
(3) Includes 82,000, 10,000, 10,000, 36,000, 53,000, 113,000 and 739,381
shares subject to stock options that are exercisable as of, or within
sixty days of, March 5, 1999, for Messrs. Briggs, Cori, Harvey, Morris,
Tallarico, Worley and for the directors and executive officers as
a group, respectively.
(4) Includes the initial 10,000 shares awarded under the Directors'
Non-Qualified Share Option Plan of 1998 and the additional 2,000 shares
awarded on the day after the 1998 Shareholder's meeting. These shares
are exercisable as of March 5, 1999.
</FN>
</TABLE>
Principal Beneficial Owners
The following table sets forth information for each person who, to
the knowledge of the Company, beneficially owned more than five
percent (5%) of the Company's common stock as of March 5, 1999. Each
beneficial owner has sole voting power and sole investment power
with respect to the shares set forth opposite their name.
Shares Beneficially Percent of Shares
Name and Address Owned Outstanding
- -------------------------------- ------------------- -----------------
Alfred R. Bader 5,274,260 (1) 5.2%
2961 North Shepard Avenue
Milwaukee, WI 53211
State Farm Mutual Automobile 8,736,530 (2) 8.7%
Insurance Co. and its affiliates
One State Farm Plaza
Bloomington, IL 61710
- --------------------------------------------------------------------------------
(1) As set forth in such person's Schedule 13G, dated February 3, 1999,
filed with the Securities and Exchange Commission.
(2) As set forth in such company's Schedule 13G, dated February 9, 1999,
filed with the Securities and Exchange Commission.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that
the Company's executive officers, directors and persons who own
beneficially more than ten percent of the Company's outstanding stock
file reports of ownership and changes in ownership with the
Securities and Exchange Commission and any national securities
exchange on which the Company's securities are listed and furnish
the Company with copies of all Section 16(a) reports so filed. Based
solely on a review of forms and certain written representations
furnished to the Company, the Company believes that its executive
officers and directors complied with all applicable Section 16(a)
filing requirements during 1998.
INFORMATION CONCERNING EXECUTIVE COMPENSATION
The following table presents compensation information for the Chief
Executive Officer and the six other most highly compensated
executive officers based on salary and bonus in 1998 for the years
ended December 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
Summary Compensation Table Long-term Compensation
---------------------------------------
Annual Compensation Number of
---------------------------------------- Shares
Underlying
Other Options LTIP All Other
Name/Position Year Salary Other Comp. (1)(2) Granted Payouts (1) Comp. (3)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas E. Briggs (4) 1998 $255,000 $ - $62,547 - $95,400 $6,360
Vice President,
President, B-Line
- -------------------------------------------------------------------------------------------------------------------
Carl T. Cori 1998 730,000 - 469,103 50,000 715,500 6,360
Chairman & CEO 1997 755,000 - 201,196 - 306,875 6,300
1996 690,000 - 134,655 - 205,383 6,000
- -------------------------------------------------------------------------------------------------------------------
Peter A. Gleich (5) 1998 150,000 750,000 (5) 52,123 - 79,500 304,528 (5)
Vice President & CFO 1997 300,000 - 40,239 - 61,375 6,300
1996 295,000 - 33,109 - 50,500 6,000
- -------------------------------------------------------------------------------------------------------------------
David R. Harvey 1998 508,000 - 260,613 50,000 397,500 6,360
President & COO 1997 525,000 - 100,598 - 153,438 6,300
1996 480,000 - 66,219 - 101,000 6,000
- -------------------------------------------------------------------------------------------------------------------
Richard G. Morris (4) 1998 270,000 - - - -
Vice President and
President,
Sigma-Aldrich Research
- -------------------------------------------------------------------------------------------------------------------
Thomas M. Tallarico 1998 260,000 - 31,273 5,000 47,700 6,360
Vice President 1997 260,000 - 20,120 - 30,688 6,300
and Secretary 1996 255,000 - - - - 6,000
- -------------------------------------------------------------------------------------------------------------------
Floyd L. Worley (4) (6) 1998 255,000 - 62,547 - 95,400 6,360
Vice President &
Chairman, B-Line
- -------------------------------------------------------------------------------------------------------------------
<FN>
(1) The value of shares issued under the Incentive Stock Bonus Plan
in 1998, 1997 and 1996 relates to performance in 1992, 1991 and
1990, respectively, and are presented as long-term incentive plan
("LTIP") payouts. Such values represent the aggregate market value
of shares of common stock issued on the payout date. Cash payouts to
cover Federal income taxes related to the issuance of such shares
are presented as other annual compensation. Drs. Cori and Harvey and
Messrs. Briggs, Morris, Tallarico and Worley hold 51,950, 30,950,
10,200, 2,500, 4,500 and 10,200 Bonus Units, respectively, as of
December 31, 1998. Shares of common stock issuable upon vesting of
such Bonus Units have a value of $1,526,031, $909,156, $299,625,
$73,438, $132,188 and $299,625, respectively, based upon the closing
price of the Company's common stock as of such date. See "Incentive
Stock Bonus Plan" for further information.
(2) Excludes the value of personal use of automobiles and club
memberships provided by the Company, the amounts of which are
immaterial for each executive officer.
(3) Represents amounts contributed for each executive officer under
the Company's 401(k) Retirement Savings Plan in 1998, 1997 and 1996.
(4) Messrs. Briggs, Morris and Worley were elected Vice Presidents
of the Company August, 1998.
(5) Mr. Gleich retired from the Company on June 30, 1998. In
consideration for his years of service and contribution to the
Company, Mr. Gleich received $750,000 and $299,064 for incentive
stock bonus units including appropriate tax considerations. See
"Employment and Other Arrangements."
(6) Mr. Worley retired from the Company on December 31, 1998. See
"Employment and Other Agreements" on page 12.
</FN>
</TABLE>
Incentive Stock Bonus Plan
The Company's Incentive Stock Bonus Plan is administered by the
Compensation Committee of the Board. See "Compensation Committee
Report on Executive Compensation - Incentive Compensation" on page
14 of this Proxy Statement for information concerning the plan.
The LTIP payouts to each of the named executive officers presented
in the Summary Compensation Table for the years ended December 31,
1998, 1997 and 1996, relate to performance in the years ended
December 31, 1992, 1991 and 1990, respectively. Additionally, LTIP
payouts to the Company's other executive officers were $87,450,
$153,438 and $35,350 for shares and $57,335, $100,598 and $23,176 in
cash for 1998, 1997 and 1996, respectively.
The following table presents the Bonus Units awarded to each of the
named executive officers in 1998 for performance in 1997.
<TABLE>
<CAPTION>
Long-Term Incentive Plan Awards in 1998
---------------------------------------
Number of Performance or Estimated Future
Bonus Units Other Period Until Payouts of
Name Awarded Maturation or Payout (1) Bonus Units (1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Thomas E. Briggs 1,500 5 Years 1,500
Carl T. Cori 6,500 5 Years 6,500
David R. Harvey 4,000 5 Years 4,000
Richard G. Morris 1,000 5 Years 1,000
Thomas M. Tallarico 500 5 Years 500
Floyd L. Worley (2) 1,500 5 Years 1,500
- --------------------------------------------------------------------------------
<FN>
(1) Bonus Units become payable to each of the named executive
officers in January 2003 in the form of one share of common stock
for each Bonus Unit awarded plus cash as described under
"Compensation Committee Report on Executive Compensation - Incentive
Compensation" on page 14.
(2) Mr. Worley retired from the Company on December 31, 1998. See
"Employment and Other Agreements" on page 12.
</FN>
</TABLE>
Additionally, 4,900 Bonus Units were awarded to other executive
officers. No bonus units will be awarded under the Incentive Stock
Bonus Plan for the year ended December 31, 1998.
Stock Options
The Company's Share Option Plan of 1995 is administered by the
Compensation Committee, which grants options to employees as the
Committee determines, taking into account the employees' duties,
their present and potential contributions to the success of the
Company and such other factors as the Committee deems relevant. The
exercise price of the options is determined by the Committee,
however, no incentive stock option may have an exercise price less
than the fair market value of the shares at the date of the grant.
Full payment for stock being purchased must be made in cash or
Company common stock at the time an option is exercised. Options are
not transferable other than by will or by the laws of descent and
distribution. Options expire ten years from the date of grant or no
later than three months after an optionee's termination or
retirement or twelve months after an optionee's death or disability,
if earlier. No options may be granted after February 21, 2005.
The following table sets forth information related to stock options
granted to the named executive officers during the year ended
December 31, 1998:
<TABLE>
<CAPTION>
Stock Options Granted in 1998
-----------------------------
Potential Realizable Value at at
Number of % of Total Assumed Rates of
Shares Options Stock Price Appreciation
Underlying Granted Exercise for 10 year Option Term(3)
Options to Price Expiration --------------------------
Name of Executive Granted Employees ($/Share) (2) Date 5% 10%
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Briggs - - $ - - $ - $ -
Carl T. Cori 50,000 (1) 18.0% 36.88 1/9/2008 1,159,524 2,938,463
Peter A. Gleich (4) - - - - - -
David R. Harvey 50,000 (1) 18.0% 36.88 1/9/2008 1,159,524 2,938,463
Richard G. Morris - - - - - -
Thomas M. Tallarico 5,000 1.8% 36.88 1/9/2008 115,952 293,846
Floyd L. Worley (4) - - - - - -
- -------------------------------------------------------------------------------------------------------
<FN>
(1) Options vest at the rate of 20% per year beginning January 9,
1999.
(2) Exercise price equals the market price per share on the grant
date.
(3) Presentation is required by Securities and Exchange Commission
rules and is not intended to forecast possible future price
appreciation of the Company's common stock.
(4) Messrs. Gleich and Worley retired on June 30, 1998 and December
31, 1998, respectively.
</FN>
</TABLE>
Additionally, options to acquire 65,000 shares were granted to other
executive officers at exercise prices ranging from $35.84 to $39.75
and options to acquire 108,000 shares were granted to members of the
management group at exercise prices ranging from $28.375 to $39.75
per share.
The following table presents stock options exercised by the named
executive officers during the year ended December 31, 1998:
<TABLE>
<CAPTION>
Options Exercised in 1998
-------------------------
Shares Acquired Value
Name on Exercise Realized (1)
- --------------------------------------------------------------------------
<S> <C> <C>
Thomas E. Briggs - -
Carl T. Cori - -
Peter A. Gleich (2) 86,000 $631,250
David R. Harvey - -
Richard G. Morris - -
Thomas M. Tallarico - -
Floyd L. Worley (2) - -
- --------------------------------------------------------------------------
<FN>
(1) Calculated as the market value of the Company's common stock on
the exercise date net of the exercise price per share.
(2) Mr. Gleich and Mr. Worley retired on June 30, 1998 and December
31, 1998, respectively.
</FN>
</TABLE>
The following table presents (i) the unexercised options held by
each named executive officer and (ii) the value of all in-the-money
options as of December 31, 1998, as if all such in-the-money options
were vested and exercisable as of December 31, 1998:
<TABLE>
<CAPTION>
Option Values at December 31, 1998
----------------------------------
Number of Shares
Underlying Unexercised Value of Unexercised
Options Held In-the-Money Options (1)
---------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas E. Briggs 82,000 24,000 $ 466,000 $90,000
Carl T. Cori - 50,000 - -
David R. Harvey - 50,000 - -
Richard G. Morris 28,000 42,000 92,992 26,988
Thomas M. Tallarico 48,000 9,000 320,000 45,000
Floyd L. Worley (2) 113,000 - 649,184 -
- --------------------------------------------------------------------------------
<FN>
(1) Calculated as the closing market price of the Company's common
stock on December 31, 1998, for the total number of in-the-money
shares under option, net of the aggregate value of all option
exercise proceeds.
(2) Mr. Worley retired from the Company December 31, 1998.
</FN>
</TABLE>
Retirement Security Value Plan (Pension Plan)
The Sigma-Aldrich Retirement Security Value Plan is a tax-qualified,
noncontributory retirement plan that provides all eligible
employees, including the named executive officers, with a retirement
benefit based upon a formula. The plan provides an annual addition
to each participant's account, ranging from 2% to 5% of salary,
depending on years of service. Each account is also credited with
interest annually. In no event will the benefit provided by the
Retirement Security Value Plan at retirement be less than the
benefit provided by the previous pension plan formula for any
employee who was a participant in the plan as of January 1, 1996.
Pension credits have been and will continue to be restricted by the
Internal Revenue Code limitations above certain levels of
compensation and the Company does not have a supplemental plan to
provide benefits based upon earnings above these limitations. Taking
into account these limitations and assuming that each executive
officer continues employment with the Company until the normal
retirement age of 65 at his current cash compensation level and that
interest rates remain at December 31, 1998 levels, Drs. Cori and
Harvey, and Messrs. Briggs, Morris, and Tallarico would receive upon
retirement an annual pension benefit in the form of a single life
annuity of $98,921, $66,455, $68,633, $37,682 and $42,320,
respectively.
Mr. Gleich is entitled to an annual retirement benefit in the form
of a single life annuity commencing at age 55 of $42,732, assuming
that interest rates remain at December 31, 1998 levels.
Mr. Worley is entitled to an annual retirement benefit in the form
of a single life annuity of $17,216 beginning in 1999.
Employment and Other Agreements
The Company has Employment Agreements ("Agreements") with Drs. Cori
and Harvey and Messrs. Briggs, Morris and Tallarico which provide
severance compensation (with an offset for monies earned elsewhere
under certain defined situations) to each of these executives in the
event of his cessation of employment with the Company or any of its
subsidiaries after the occurrence of a change in control of the
Company. "Change in control" is defined in the Agreements to have
occurred when an individual, partnership, corporation or other
entity acquires more than thirty-five percent of the outstanding
shares of the Company's common stock and there is a change in the
majority of the Directors of the Board (or other body supervising
the employment of officers) within any four hundred day period.
Prior to a change in control, the Agreement may be terminated upon
sixty-days notice given by either the executive or the Company.
Unless notice is given to the contrary, the three-year term of the
Agreements is automatically extended for an additional year at the
end of each agreement year. Compensation covered by the Agreements
is set annually by the Compensation Committee, except that after a
change in control, if the executive leaves, the level of severance
pay is the amount last set by the Compensation Committee immediately
prior to the change in control. No payments are made under the
Agreements if the cessation of employment is due to death. If a
change in control of the Company had occurred as of March 5, 1999,
and the employment of the named executive officers of the Company
had been terminated, Drs. Cori and Harvey and Messrs. Briggs,
Morris, and Tallarico would have collectively received $4,171,000.
The Incentive Stock Bonus Plan also contains provisions that protect
the participants against the loss of Bonus Units earned if there
shall have been a change in control of the Company prior to the
scheduled payout of stock and cash for such earned Bonus Units.
"Change in control" is defined in the Incentive Stock Bonus Plan in
the same manner as it is in the Agreements above. If a change in
control of the Company had occurred as of March 5, 1999, and the
employment of the named executive officers of the Company had been
terminated, Drs. Cori and Harvey and Messrs. Briggs, Morris and
Tallarico would have collectively received 76,700 shares of the
Company's common stock and $1,357,700.
On June 30, 1998, Mr. Gleich, at his own election, retired from the
Company. In consideration of Mr. Gleich's years of service and
contribution to the Company, the Company (i) paid Mr. Gleich the
amount of $750,000 less required deductions, (ii) paid Mr. Gleich
$299,064, representing payment for incentive stock bonus units as of
certain specified dates including appropriate tax considerations;
(iii) allowed Mr. Gleich to be fully vested in and exercise any
stock options within 90 days from the effective date of his
retirement in accordance with the Company's Share Option Plans; (iv)
is providing certain medical and other benefits to Mr. Gleich. See
"Summary Compensation Table" and table for "Options Exercised in
1998."
Mr. Worley retired from the Company and B-Line on December 31, 1998.
He has agreed to be available as a consultant for B-Line for the
eighteen month period from January 1, 1999 through June 30, 2000 for
which he will receive $11,000 per month. Mr. Worley received
$559,396 in January 1999 for incentive stock bonus units including
appropriate tax consideration and was considered to be fully vested
and allowed to exercise any stock options during the first 90 days
of 1999.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Committee
The Committee is composed of the three members named below, none of
whom is an employee of the Company or is involved in any
relationship with the Company that might be considered a conflict of
interest.
Compensation Policy
The Committee believes that increasing share value on a long-term
basis is the goal of shareholders. The Company's compensation policy
is designed to motivate employees to improve productivity and
performance, resulting in increased profitability and, thus,
improvement in shareholder value. To align the financial interests
of senior executives and managers with those of shareholders, the
Company uses incentive compensation that is tied directly to the
Company's operating results and is highly sensitive to the market
price of the Company's common stock. Accordingly, the Committee
believes that increasing profits and long-term growth in share value
will be the goals of both management and shareholders. The Company's
policy is to structure compensation such that any executive
compensation in excess of $1 million is tax deductible for the
Company.
Compensation for the Company's executive officers includes two
elements: (1) salary and (2) long-term incentive compensation. The
Company has no long-term employment contracts with any of its
executive officers other than the Employment Agreements previously
described in this Proxy Statement, which become applicable only if
there should be a change in control of the Company.
Salary
At the end of each fiscal year, the Committee reviews with Dr. Cori
an annual salary plan for the Company's executive officers and then
approves such plan with any modifications it deems appropriate. The
Committee approves the salary plan after assessing the Company's
overall performance, including a review of the operating results of
the Company and the executive officers' responsibilities and after
making judgments about past and expected future contributions of the
individual executive officers. The review of operating results is
general in nature, rather than being based upon any specific
weighting formula for measures which include the Company's sales,
earnings and earnings per share growth, profit margins, acquisition
activities and general financial condition. The Committee's
assessment also considers the difficulty of achieving performance
levels based on its understanding of the Company's business and
market conditions as well as competitive pressures. In reviewing the
individual executive officers' responsibilities and performance, the
Committee also considers their non-financial contributions to the
Company, such as the quality and progress of research, marketing and
production activities. The Committee performs its review in a
general, subjective manner with consideration given to all factors,
including general knowledge of other executive officers' salaries
and taking particular note of the continued growth in sales and
earnings per share, as illustrated by the following graphs:
(Following are two bar graphs depicting the following data)
Sales Earning Per Share - Diluted
($ in millions) (dollars)
--------------- ---------------------------
1994 $ 851.2 $1.09
1995 959.8 1.30
1996 1,034.6 1.45
1997 1,127.1 1.62
1998 1,194.3 1.64
Compound Annual Growth Rate:
Sales 10.1% EPS 8.9%
Based upon the business knowledge and experience of the Committee
members, they believe that the executive officers' salaries are
appropriate in view of the level of responsibilities and
contributions by each executive officer.
Incentive Compensation
Incentive Stock Bonus Plan. Awards from the Company's Incentive
Stock Bonus Plan (the "Plan"), a shareholder-approved plan
implemented in 1978 and amended in 1996, are tied directly to the
Company's annual operating results. The Plan provides generally
that, if the Company's pre-tax operating income has increased by at
least 10% over the prior year, the Committee establishes a Bonus
Pool, with the maximum amount determined by the following formula:
Maximum Bonus Pool
Percentage as a percentage of the
increase in pre-tax increase in pre-tax
operating income operating income
------------------- ----------------------
Less than 10%
10.0-12.4% 3.0%
12.5-14.9% 4.0%
15% and above 5.0%
The Committee fixes the maximum dollar amount of Bonus Units and Tax
Offset Bonus Units which may be awarded to Dr. Cori and Dr. Harvey
during the first 90 days of each calendar year. After the end of
each calendar year, but prior to the award of Units, the Committee
will certify in writing whether the performance goals under the plan
have been met. If pretax operating income for the year has reached a
level sufficient to generate a Bonus Pool, the Committee will
allocate Bonus Units to Dr. Cori and Dr. Harvey in an amount not to
exceed the maximum set by the Committee. If a positive value remains
in the Bonus Pool after subtracting the value of the Bonus Units
awarded to Dr. Cori and Dr. Harvey, the remaining Bonus Units may be
awarded by the Committee to participants designated by the
Committee. The Units will initially be valued at the closing price
of the Company's common stock on the day before the date of the
awards. All awards are made within 30 days after the end of the
first quarter of the year following the year for which the awards
are earned.
The Committee reviews with Dr. Cori its recommendation for awards of
Bonus Units to the executive officers (other than Dr. Cori) and
other senior managers. In the course of this review, the Committee
considers performance evaluations of each of the executives and
senior managers and separately considers and sets the award to Dr.
Cori. In establishing the amount of the Bonus Pool and the specific
awards to the executive officers, including Dr. Cori, the Committee
takes into account operating results and other criteria in a review
similar to that described under Salary above. Because their
responsibilities have more impact on the Company's current and
future operating results, the Committee feels that Drs. Cori and
Harvey should have a greater proportion of their annual compensation
tied directly to the Company's performance. Accordingly, Drs. Cori
and Harvey have a greater participation in the Incentive Stock Bonus
Plan than do the other executive officers.
The Plan provides for issuance of one share of the Company's common
stock for each Bonus Unit awarded. Shares are issued only after the
participant has been employed for five years following the year for
which an award has been made (or earlier in certain limited
circumstances). As a result, the value of Bonus Units awarded for
any year under the Plan is sensitive to the market price of the
Company's common stock over a five-year period, thus providing the
participant with a longer-term perspective. The Plan also provides
for payment of cash when the shares are issued so that the
participant is not compelled to sell any of the shares in order to
pay Federal income taxes and, in the case of Drs. Cori and Harvey,
tax offset bonus units. The cost of the Plan since its inception has
ranged between 1.0% and 1.5% of cumulative pre-tax income, except
for 1994 and 1998 when no bonus units were awarded. The Committee
expects that the future cost will continue to constitute between
1.0% and 1.5% of the Company's cumulative pre-tax income. In 1996,
certain amendments to the Plan were approved to ensure tax
deductibility.
Share Option Plan of 1995. Each year, the Committee considers the
desirability of granting options under the Company's Share Option
Plan of 1995 to key employees. The Committee believes that granting
stock options is desirable because it directly correlates long-term
compensation of key employees with share price appreciation. In
determining grants, the Committee generally considers the same
factors as those discussed under Salary above. The Committee does
not consider the amount or terms of prior stock option grants in
determining current grants. Options for 105,000 shares were granted
to the named executive officers in 1998. See Stock Options on page 8
of this Proxy Statement for additional information concerning this
plan.
1998 CEO and Executive Officer Compensation
The Committee's approach is to have a large amount of Dr. Cori's
compensation dependent on Company performance. In measuring
performance, emphasis is placed on the year-to-year increases in
earnings, which is the criterion used to establish the maximum Bonus
Pool under the Company's Incentive Stock Bonus Plan.
By mid-year 1998, it became apparent that 1998 financial results
would not meet management's expectations. In view of the
aforementioned desire to closely tie compensation to Company
performance, Dr. Cori recommended, and the Committee concurred, that
his salary and Dr. Harvey's salary be reduced by 10% effective
September 1, 1998. The Committee also agreed with his recommendation
to not increase the salaries of any executive officers and most managers
in 1998 as compared to 1997.
Dr. Cori's Incentive Stock Bonus Plan award in 1998, for the
Company's performance in 1997, was 6,500 Bonus Units. Sales and net
income for 1997 increased by 8.9% and 12.3%, respectively.
Historically, Dr. Cori has been awarded approximately 40% of the
total Bonus Units awarded each year. This allocation reflects the
Committee's judgment of the appropriate amount to recognize
Dr. Cori's responsibilities and his contribution to the growth of
the Company.
The Committee believes that the compensation policies and programs
it has implemented have committed the executive officers of the
Company to achieving continuous long-term improvement in operating
results.
COMPENSATION COMMITTEE
Andrew E. Newman
William C. O'Neil, Jr., Chairman
Thomas N. Urban
PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative
shareholder return (stock price appreciation plus reinvestment of
dividends) for a five year period ended December 31, 1998, with that
of the Standard and Poor's 500 Composite Stock Price Index and an
index of the companies included in the Value Line Chemical Specialty
Industry Group, assuming that $100 was invested in each on December
31, 1993, and that all dividends were reinvested. These indices are
only included for comparative purposes as required by Securities and
Exchange Commission rules and do not necessarily reflect
management's opinion that such indices are an appropriate measure of
the relative performance of the Company's common stock, and are not
intended to forecast or be indicative of possible future performance
of the common stock.
Comparison of Five-Year Cumulative Total Return
[Graph]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Sigma-Aldrich Corporation 100.00 69.35 104.93 133.27 171.03 127.50
Standard & Poors 500 100.00 101.60 139.71 172.18 229.65 294.87
Value Line Chemical Specialty 100.00 104.65 134.70 161.42 200.12 178.01
</TABLE>
In this Proxy Statement, the Company used as a performance graph
comparison index those companies comprising the Value Line Chemical
Specialty Industry Group (the "Group"). The 1998 Group includes the
following companies: Agrium, Inc., Airgas Inc., Avery Dennison
Corp., Calgon Carbon Corp., Crompton & Knowles Corp., Ecolab Inc.,
Engelhard Corp., Ethyl Corp., Ferro Corp., H.B. Fuller Co., Furon
Co., Great Lakes Chemical Corp., M.A. Hanna Co., Hercules Inc.,
International Flavors & Fragrances, International Specialty
Products, Lawter International Inc., Learonal Inc., Lilly Industries
Inc., Lubrizol Corp., MacDermid, Inc., Material Sciences Corp.,
Morton International Inc., Nalco Chemical Co., NCH Corp., Park
Electrochem, Penford Corp., Praxair Inc., Quaker Chemical Corp.,
Rohm & Haas Co., RPM Inc., A. Schulman Inc., Sherwin Williams Co.,
Valspar Corp., WD-40 Co., Wellman Inc., and Witco Corp.
The 1998 Group added Agrium, Inc., International Specialty Products
and MacDermid, Inc. and deleted BetzDearborn Laboratories Inc. and
Trizec Hahn Corp. from the 1997 Group. With these exceptions, which
resulted solely from the independent action of Value Line, the 1998
and 1997 Groups are identical.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The principal accountant selected by the directors for the current
year is Arthur Andersen LLP, independent public accountants.
Representatives of Arthur Andersen LLP are expected to be present at
the Meeting and will have the opportunity to make a statement if
they wish to do so, and are expected to be available to respond to
appropriate questions.
VOTE REQUIRED; OTHER MATTERS
The affirmative vote of the holders of a majority of the shares
which are present in person or represented by proxy at the Meeting
is required to elect directors. Shares represented by proxies which
are marked "withhold authority" with respect to the election of any
one or more nominees as directors and proxies which are marked to
deny discretionary authority on other matters will be counted for
the purpose of determining the number of shares represented by proxy
at the Meeting. Such proxies will thus have the same effect as if
the shares represented thereby were voted against such nominee or
nominees and against such other matters, respectively. If a broker
indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect
to that matter.
The Company knows of no other matters to be presented for
consideration at the Meeting. The affirmative vote of the holders of
the majority of shares which are present in person is required for
approval of any such other matters which are properly brought before
the meeting.
SHAREHOLDER PROPOSALS
Written proposals of shareholders to be included in the Proxy
Statement and Proxy for the next Annual Meeting of Shareholders must
be received at the Company's principal executive office, 3050 Spruce
Street, St. Louis, Missouri 63103, no later than December 1, 1999.
Upon receipt of any such proposal, the Company will determine
whether or not to include such proposal in the Proxy Statement and
Proxy in accordance with regulations governing the solicitation of
proxies.
Under the amended By-laws, in order for a shareholder to nominate a
candidate for director, or to bring other business before a
shareholders' meeting, timely notice must be given to and received
by the Company in advance of the meeting. In the case of an annual
meeting, ordinarily, such notice must be given and received not less
than 35 nor more than 65 days before the first anniversary of the
preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more than
30 days or delayed by more than 60 days from such anniversary date,
then such notice must be given by the shareholder and received by
the Company not earlier than the opening of business on 65th day
prior to such annual meeting and not later than the close of
business on the later of the 35th day prior to such annual meeting
or the 16th day following the day on which public announcement of
such meeting is first made. In certain cases, notice may be
delivered and received later if the number of directors to be
elected to the Board of Directors is increased. In the case of a
nomination, the shareholder submitting the notice must describe
various matters as specified in the Company's amended By-laws,
including the name and address of each proposed nominee, his or her
occupation and number of shares held, and certain other information.
In the case of a proposal of other business, the notice must include
a description of the proposed business (which must otherwise be a
proper subject for action by the shareholders), the reasons
therefore and other matters specified in the Company's amended By-laws.
In the case of special meetings of shareholders, only such business
will be conducted, and only such proposals will be acted upon, as
are brought pursuant to the notice of meeting. In the event the
Company calls a special meeting of shareholders to elect one or more
directors, any shareholder may nominate a candidate, if such
shareholder complies with the timing and notice requirements
continued in the By-laws. Proposals of other business may be
considered at a special meeting requested in accordance with the
amended By-laws only if the requesting shareholders give and the
Company receives a notice containing the same information as
required for an annual meeting at least 30 days prior to the earlier
of the time the person so designated calls the meeting pursuant to
Section 2.02 of the By-laws or the day on which public announcement
of the date of the meeting is first made.
In the case of an annual or special meeting, the shareholder
proponent must be a shareholder of the Company who was a shareholder
of record both at the time of giving of notice and at the time of
the meeting and who is entitled to vote at the meeting. Any such
notice must be given to the Secretary of the Company, whose address
is 3050 Spruce Street, St. Louis, Missouri 63103. Any shareholder
desiring a copy of the Company's Certificate of Incorporation, as
amended, or amended By-laws will be furnished a copy without charge
upon written request to the Secretary.
The time limits described above also apply in determining whether
notice is timely for purposes of new Rule 14a-4(c) under the
Securities Exchange Act of 1934 relating to exercise of
discretionary voting authority, and are separate from and in
addition to the Securities and Exchange Commission's requirements
that a shareholder must meet to have a proposal included in the
Company's proxy statement for an annual meeting.
In each case, the proposals or notices described above must be
submitted in writing to Thomas M. Tallarico, Secretary, Sigma-
Aldrich Corporation, 3050 Spruce Street, St. Louis, Missouri 63103.
By Order of the Board of Directors,
/s/ Thomas M. Tallarico
March 31, 1999 Thomas M. Tallarico, Secretary
- --------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW
[Company Logo] VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to vote your
P.O. Box 9079 proxy 24 hours a day, 7 days a week. Have
FARMINGDALE, N.Y. 11735-9769 your proxy card in hand when you call.
You will be prompted to enter your 12-digit
Control Number, which is located below, and
then follow the simple instructions the
Vote Voice provides you.
VOTE BY INTERNET - WWW.PROXYVOTE.COM
Use the Internet to vote your proxy 24 hours
a day, 7 days a week. Have your proxy card
in hand when you access the website. You
will by prompted to enter your 12-digit
Control Number, which is located below, to
obtain your records and create an electronic
ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and
return it in the postage-paid envelope we've
provided or return it to SIGMA-ALDRICH,
c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
If you vote by phone or vote using the
Internet, please do not mail
your proxy.
THANK YOU FOR VOTING.
March 31, 1999
Dear Shareholder:
The annual meeting of Shareholders of Sigma-Aldrich Corporation will by held at
Mercantile Bank, 721 Locust Street, St. Louis, Missouri 63101 at 11:00 a.m. on
Tuesday, May 4, 1999.
It is important that your shares are represented at this meeting. Whether or not
you plan to attend the meeting, please review the enclosed proxy materials. You
may sign, date and return this proxy card or you may vote by telephone or via
Internet.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
SIGALD KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
SIGMA-ALDRICH CORPORATION
For address changes and/or comments, please
check this box and write them on the back
where indicated. [ ]
The Board of Directors recommends a vote FOR the following:
Vote On Directors
1. ELECTION OF DIRECTORS: 01) Carl T. Cori, 02) Nina V. Fedoroff,
03) David R. Harvey, 04) David M. Kipnis, 05) Andrew E. Newman,
06) William C. O'Neil, Jr., 07) Jerome W. Sandweiss, 08) D. Dean
Spatz, and 09) Thomas N. Urban
For Withhold For All To withhold authority to vote, mark
All All Except: "For All Except" and write the
[ ] [ ] [ ] nominee's number on the line below.
----------------------------------
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
and accompanying Proxy Statement, each dated March 31, 1999, and hereby
revokes all proxies heretofore given by the undersigned for said meeting.
This proxy may be revoked prior to its exercise.
This proxy will be voted FOR item 1 unless otherwise directed, and in the
discretion of the proxies on whatever other business may properly come
before the meeting.
If stock is owned in joint names all owners must sign. If signing for
estates, trusts or corporations, please indicate title or capacity.
------------------------------ -------------------------------
|_______________________|______| |________________________|______|
Signature Date Signature (Joint Owners) Date
(PLEASE SIGN WITHIN BOX)
(Continued From Other Side)
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE
(To be signed on reverse side)
By signing on the reverse, the shareholder(s) hereby appoint(s) ANDREW E. NEWMAN
and WILLIAM C. O'NEIL, JR., or either of them, the true and lawful attorneys-in-
fact, agents and proxies, with the power of substitution and revocation, as
their representatives at the Annual Meeting of Shareholders of SIGMA-ALDRICH
CORPORATION to be held at Mercantile Bank, 721 Locust Street, St. Louis,
Missouri 63101 on May 4, 1999, at 11:00 A.M., Central Daylight Time (including
all adjournments thereof), and there to vote all shares of stock which the
shareholder is entitled to vote, with all powers which the shareholder would
possess if personally present.
You are encouraged to specify your choices ___________________________________
by marking the appropriate boxes on the ___________________________________
reverse side. Shares represented by this ___________________________________
proxy when properly executed will be (change of address)
voted as directed or, if directions are
not indicated, will be voted in accordance
with the Board of Directors' recommendations.
The Proxies cannot vote your shares unless
you sign and return this card.
(If you have given a change of address, please mark the corresponding
box on the reverse side of this card)
