DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772 USA
(601) 742-4500
January 15, 1998
To Our Stockholders:
You are cordially invited to attend the 1998 Annual Meeting of the Stockholders
of Delta and Pine Land Company, which will be held on Thursday, February 26,
1998, at 10:30 a.m., Central Standard Time, at the Peabody Hotel, 149 Union
Avenue, Memphis, Tennessee. All stockholders of record as of January 15, 1998
are entitled to vote at the annual meeting.
We appreciate your confidence in the Company and hope you will attend this
year's Annual Meeting in person.
Whether or not you expect to attend the meeting, please complete, sign, date and
promptly return the enclosed proxy card to ensure that your shares will be
represented at the meeting. If you attend the meeting, you may vote in person
even if you have sent in your proxy card.
Sincerely,
Roger D. Malkin
Chairman of the Board
and Chief Executive Officer
DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772 USA
(601) 742-4500
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON FEBRUARY 26, 1998
To the Stockholders of
Delta and Pine Land Company:
The Annual Meeting of the Stockholders of Delta and Pine Land Company will be
held at the Peabody Hotel, 149 Union Avenue, Memphis, Tennessee, on Tuesday,
February 26, 1998, at 10:30 a.m., Central Standard Time, for the following
purposes:
1. to elect two Class II members to the Board of Directors,
each to serve until the 2001 Annual Meeting of
Stockholders;
2. to increase the number of shares of Common Stock authorized
from 50,000,000 to 100,000,000;
3. to ratify the appointment of Arthur Andersen LLP as the
independent public accountants for the fiscal year ending
August 31, 1998;
4. to transact such other business as may properly come
before the meeting or any adjournments thereof.
The accompanying Proxy Statement contains further information with respect to
these matters.
The stockholders of record at the close of business on January 15, 1998, are
entitled to notice of and to vote at the Annual Meeting. The list of
stockholders will be available for examination for the 10 days prior to the
meeting at Delta and Pine Land Company's Corporate office, One Cotton Row,
Scott, Mississippi 38772.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE,
SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY USING THE ENCLOSED ADDRESSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS
Jerome C. Hafter
Secretary
January 15, 1998
DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772
(601) 742-4500
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 1998
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors (the "Board" or "Board of Directors") of Delta and
Pine Land Company ("D&PL" or the "Company") from stockholders holding shares of
Delta and Pine Land Company Common Stock ("Shares") for use at its Annual
Meeting of Stockholders to be held on February 26, 1998, and at any adjournment
or adjournments thereof. To assure adequate representation at the Annual
Meeting, stockholders are requested to promptly sign and return the enclosed
proxy.
Any stockholder giving a proxy has the power to revoke it at any time before it
is voted. Revocation of a proxy is effective upon receipt by the Secretary of
the Company of either: (i) an instrument revoking it or (ii) a duly-executed
proxy bearing a later date. In addition, a stockholder who is present at the
meeting may revoke the stockholder's proxy and vote in person if the stockholder
so desires. Proxies furnished by stockholders pursuant hereto will be voted;
and, if the person solicited specifies in the proxy a choice with respect to
matters to be acted upon, the Shares will be voted in accordance with such
specification. If no choice is specified, the proxy will be voted FOR approval
of the nominees for directors, FOR the approval of the authorization of
additional shares of common stock, FOR the appointment of the independent public
accountants named herein, and in the discretion of the proxy holders with regard
to such other business as may come before the meeting.
The presence at the Annual Meeting, in person or by proxy, of a majority of the
Shares outstanding on January 15, 1998, will constitute a quorum. The Proxy
Statement and the accompanying form of proxy were mailed on or about January 27,
1998 to all stockholders of record as of the close of business on January 15,
1998. The transfer agent, Harris Trust and Savings Bank ("Harris"), will
tabulate the votes received prior to the meeting. The Secretary of the Company
and W. Thomas Jagodinski, Vice President-Finance and Treasurer of the Company,
will be appointed as inspectors of the Annual Meeting to count all votes and
ballots and perform the other duties required of inspectors.
Stockholders of record at the close of business on January 15, 1998, are
entitled to vote at the meeting. At that date approximately 37,900,000 Shares
were outstanding. All share references herein reflect a 4 for 3 stock split in
April 1997 and a 4 for 3 stock split in November 1997. The affirmative vote of
the holders of a plurality of the Shares that are represented in person or by
proxy at the meeting and entitled to vote is required to approve the election of
directors. All matters other than the election of directors submitted to the
stockholders shall be decided by a majority of the votes cast with respect to
such matters. Each Share is entitled to one vote. The Company's stock is traded
on the New York Stock Exchange under the symbol DLP.
All references herein to a particular year refer to the Company's fiscal
year, which ends or ended on August 31 of the year indicated.
<PAGE>
Share Ownership by Principal Stockholders and Management
To the best knowledge of the Company based on information filed with the
Securities and Exchange Commission and the Company's stock records, the
following table sets forth as of November 30, 1997, Shares beneficially owned by
each director, each nominee for director, certain executive officers, any person
owning more than 5% of the Shares individually and by all officers and directors
as a group.
Shares Beneficially Owned
<TABLE>
<S> <C> <C>
Amount of Percentage
Beneficial of
Name and Address of Beneficial Owner Ownership Class
- ------------------------------------ --------- ---------
John Hancock Mutual Life Insurance Company (1) 4,535,162 11.9
Janus Capital Corporation (2) 3,874,470 10.2
Stephens Group, Inc. (3) 2,589,144 6.8
Putnam Investments (4) 2,216,110 5.8
Soros Fund Management (5) 2,122,217 5.6
Monsanto Company (6)(14) 1,777,777 4.7
Roger D. Malkin (7) 971,891 2.6
Joseph M. Murphy (8) 449,686 1.2
F. Murray Robinson (7) 174,249 *
Jon E.M. Jacoby (9) 147,825 *
W. Thomas Jagodinski (7)(10) 44,611 *
Rudi E. Scheidt (11) 82,112 *
Charles R. Dismuke, Jr.(7) 162,269 *
James H. Willeke (7) - -
Nam-Hai Chua (12) 45,505 *
Stanley P. Roth (13) 27,500 *
All Directors and Executive Officers as a Group 2,799,446 8.3
[18 persons] (15)(16)
</TABLE>
* Less than one percent
(1) The mailing address for John Hancock Mutual Life Insurance Company
("Hancock") is: John Hancock Place, 57th Floor, Boston,
Massachusetts 02117.
(2) The mailing address for Janus Capital Corporation is: 100 Philmore Street,
Denver, Colorado 80206.
(3) Certain persons and entities with relations to affiliates of Stephens
Group, Inc., own, in the aggregate, an additional 478,172 Shares. Stephens
Group, Inc., has advised the Company that it does not act in concert with
any such persons or entities and has declined to provide share data with
respect to such other shareholders of the Company who were treated by the
Company as affiliates in prior years. In addition, Mr. Jacoby, a director
of Stephens Group, Inc., and its subsidiary, Stephens, Inc. owns 83,153
Shares. See Note 9 below. The mailing address for Stephens Group, Inc. and
affiliates is: 111 Center Street, Little Rock, Arkansas 72201.
(4) The mailing address for Putnam Investments is: One Post Office Square,
Boston, Massachusetts 02109.
(5) The mailing address for Soros Fund Management is: 888 Seventh Avenue,
New York, New York 10019
(6) The mailing address for Monsanto Company is: 800 North Lindbergh Blvd.,
St. Louis, Missouri 63167.
(7) The mailing address for Messrs. Malkin, Robinson, Jagodinski and Dismuke
is: One Cotton Row, Scott, Mississippi 38772, and the mailing address for
Mr. Willeke is 1301 East 50th Street, Lubbock, Texas 79404.
(8) The Shares indicated are owned by Mr. Murphy's wife. Mr. Murphy disclaims
beneficial ownership of the 449,686 Shares owned by his wife. The mailing
address for Mr. Murphy is: 2687 North Ocean Boulevard, Boca Raton, Florida
33431.
(9) Includes: 113,637 Shares owned by Jacoby Enterprises, Inc., as to which Mr.
Jacoby has sole power to vote and sole power of disposition; 21,713 Shares
owned by Coral Partners in which Mr. Jacoby is a general partner, as to
which Mr. Jacoby has shared power to vote and shared power of disposition,
and 12,475 Shares owned beneficially by Mr. Jacoby. Does not include Shares
owned by Stephens Group, Inc., or other of its affiliates, except Jacoby
Enterprises, Inc., and Coral Partners. See Note 3 above. The mailing
address for Coral Partners, Jacoby Enterprises, Inc., and Mr. Jacoby is:
111 Center Street, Little Rock, Arkansas 72201.
(10) Includes: 41,058 Shares held by Mr. Jagodinski and 3,553
Shares held by Mr. Jagodinski's wife. Mr. Jagodinski
disclaims beneficial ownership of Shares owned by his wife.
(11) The mailing address for Mr. Scheidt is: 54 South White Station
Road, Memphis, Tennessee 38117.
(12) Includes: 10,666 Shares owned by Dr. Chua's wife and 34,839 Shares are held
jointly by Dr. Chua's wife and daughter. Dr. Chua disclaims beneficial
ownership of these Shares. The mailing address for Dr. Chua is: c/o
Laboratory of Plant Molecular Biology,
Rockefeller University, 1230 York Avenue, New York, New York 10021-6399.
(Notes continued on following page.)
(13) Consists of 27,500 Shares owned by North American Capital Corporation
("NACC") as to which Mr. Roth has sole power to vote and sole power of
disposition. The mailing address for Mr. Roth is: 510 Broad Hollow Road,
Suite 206, Melville, New York 11747.
(14) Excludes shares obtained by conversion of Series M Convertible Preferred
Stock. If Monsanto converts pursuant to the terms of the Preferred Stock,
they would receive 800,000 Shares of Common Stock which would make their
amount of beneficial ownership 2,577,777 Shares, or 6.8 percent.
(15) Includes: 449,686 Shares owned by the wife of Joseph M. Murphy.
(16) As a group, the amount shown excludes options for 933,688 Shares pursuant
to the 1993 Delta and Pine Land Company Stock Option Plan ("1993 Plan") and
options for 662,222 Shares pursuant to the 1995 Long-Term Incentive Plan
("1995 Plan"). For each individual listed above, the amounts shown exclude
options granted pursuant to the 1993 Plan and 1995 Plan with respect to the
following: Roger D. Malkin, 10,667; Joseph M. Murphy, 10,667; F. Murray
Robinson, 19,378; Jon E.M. Jacoby, 32,000; W. Thomas Jagodinski, 25,600;
Rudi E. Scheidt, 32,000; Charles R. Dismuke, Jr., 44,089; James H.
Willeke, 15,112; Nam-Hai Chua, 32,000;
and Stanley P. Roth, 27,500.
<PAGE>
OFFICERS OF THE COMPANY
<TABLE>
<S> <C> <C>
Offices Held with Company;
Name (Age) (1) Position Principal Occupation for Past Five Years
Roger D. Malkin Chairman and Chief Mr. Malkin has served as Chairman and Chief Executive
(66) Executive Officer Officer of D&PL since 1978. Also, he served as Chairman of Southwide, Inc.
("Southwide"), a Delaware corporation and the former parent of D&PL, from 1971
through its liquidation in 1993.
F. Murray Robinson President and Chief Mr. Robinson has been employed by D&PL since April
(63) Operating Officer 1988, and he has served as President and Chief Operating Officer since February
1989. From 1988 until 1989, Mr. Robinson was Executive Vice President of D&PL.
From 1987 to 1988, he directed the International Division of Agrigenetics
Corporation, an agribusiness company with various seed divisions and
biotechnology plant operations. From 1986 to 1987, he was Senior Vice President
and acting General Manager of Agrigenetics. For the period 1981 through 1986,
Mr. Robinson served as Chief Financial Officer of Agrigenetics.
William P. Arnold Vice President Mr. Arnold has served as Vice President and as President-
(51) International Division since January 1997. He served as
Vice President-International from February 1996 until December 1996,
and from December 1995 until February
1996 as Vice President-International Development. From
1992 to 1995, he served as Vice-President-Corporate
Development. From 1985 until 1992, Mr. Arnold was the
company's Vice President - Finance and Chief Financial
Officer. From 1981 to 1985, he served as the Company's corporate controller.
Charles R. Dismuke, Jr. Vice President Mr. Dismuke has served as Vice President and as
(42) President - DeltaPine Seed Division since January 1997. From October 1989 until
January 1997, he served as Vice President-Operations. Mr. Dismuke was a General
Manager of one of the Company's subsidiaries, Greenfield Seed Company, from 1982
until 1989. Mr. Dismuke has been employed by D&PL or one of its subsidiaries
since June 1977.
W.A. Ellis, III Vice President Mr. Ellis has served as Vice President and as President -
(44) Sure Grow Seed Division since January 1997. From 1990 until 1996 he
served as President - Ellis Brothers Seed, Inc. and Sure Grow Seed, Inc
(which were acquired by the Company in May 1996 as the result of the Sure Grow merger).
Before that time Mr. Ellis was Vice President of Ellis Brothers Seed, Inc.
</TABLE>
(1) As of August 31, 1997
<TABLE>
<S> <C> <C>
Offices Held with Company;
Name (Age)(1) Position Principal Occupation for Past Five Years
James H. Willeke Vice President Mr. Willeke has served as Vice President and as President
(53) - Paymaster Division since January 1997. From 1987 until 1996, he
served as President-Hartz Seed in Stuttgart, Arkansas, a subsidiary of
Monsanto.From 1982 to 1987, he directed Lynks in Marshalltown, IA, a
subsidiary of Mycogen Seeds, as General Manager.
Edward A. Drummond Vice President - Mr. Drummond has served as Vice President-Quality
(50) Quality Assurance Assurance, since September 1993, and Director -
and Foundation Quality Assurance from May 1991 to September 1993.
Seed Prior to joining the Company, Mr. Drummond was
employed from 1989 to 1991 by Terral-Norris Seed
Company and by Louisiana State University from 1980 to 1989.
Earl E. Dykes Vice President - Mr. Dykes has served as Vice President - Operations
(44) Operations since February 1997 until present. Prior to that time, Mr. Dykes
served as the General Manager - Arizona Processing, Inc. (which
was acquired by the Company in May 1996 as the result of the Sure
Grow merger). Mr. Dykes was a shareholder of Arizona Processing, Inc. at
the time of acquisition.
William V. Hugie Vice President- Dr. Hugie has served as Vice President-New
(38) New Technologies Technologies Research since September 1997 and, until
Research(2) that time, Director - New Technologies Research since September
1996. From August 1994 until September
1996 he served as a Project Leader of the Transgenic
Cotton Breeding Program, and from December 1988
until August 1994 he served as a Project Leader of the
Sorghum Breeding Program. Prior to joining the Company, Dr. Hugie
was employed by Funk Seed International from 1986 to 1988.
W. Thomas Jagodinski Vice President - Mr. Jagodinski has served as Vice President-Finance and
(41) Finance and Treasurer since February 1993 and Treasurer and Chief
Treasurer and Financial Officer from May 1992 to February 1993.
Assistant Secretary From October 1991 to May 1992, Mr. Jagodinski served
as Director of Corporate Accounting,
Financial Reporting and Income Taxes. Prior to joining the
Company, Mr. Jagodinski was employed by Arthur Andersen LLP
in various capacities since 1983.
</TABLE>
______________________
(1) As of August 31, 1997
(2) Promotion effective September 1, 1997
<TABLE>
<S> <C> <C>
Offices Held with Company;
Name (Age)(1) Position Principal Occupation for Past Five Years
Thomas A. Kerby Vice President - Dr. Kerby has served as Vice President-Technical
(53) Technical Services Services since September 1994 and Director - Technical Services from November
1993, when he joined D&PL, until 1994. Prior to joining the Company, Dr. Kerby
served the cotton industry of California and the University of California as
Extension Cotton Agronomist from 1981 through October 1993.
Donald L. Kimmel Vice President - Mr. Kimmel has served as Vice President-Marketing
(59) Marketing of D&PL since 1986 and from 1985 to 1986 as its Marketing
Manager.
Ann J. Shackelford Vice President- Ms. Shackelford has served as Vice President - Corporate
(39) Corporate Services(2) Services since September 1997 and, until that time, as Director - New Business
Product Development since January 1997. From October 1994 until December 1996
she served as Legal Coordinator. Prior to joining the Company, Ms.Shackelford
was involved in private business.
Jerome C. Hafter Secretary Mr. Hafter has served as Secretary of D&PL since July
(52) 1993, and he served as Assistant Secretary from April 1990 until July 1993.
Since 1976, Mr. Hafter has been a partner in Lake Tindall LLP, D&PL's general
counsel; and he has performed legal services for D&PL since 1983.
</TABLE>
______________________
(1) As of August 31, 1997.
(2) Promotion effective September 1, 1997
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors is established by the Board of Directors and is
currently set at six (subject to the rights of the holders of any series of
Preferred Stock [of which 800,000 shares of Series M are currently outstanding]
to elect additional directors, under specified circumstances). The Company's
Restated Certificate of Incorporation and By-Laws provide that the Board of
Directors shall be divided into three classes (Class I, Class II, and Class
III), with each class containing one-third, or as close to one-third as
possible, of the total number of directors. Directors are elected at each annual
meeting to succeed those directors whose terms then expire. Directors serve for
terms of three years and until their successors have been duly elected. The
directors chosen to succeed those whose terms are expiring are of the same class
as the director they succeed. Class I Directors were elected at the 1997 Annual
Meeting to serve a term expiring at the 2000 Annual Meeting. Class II Directors
were elected at the 1995 Annual Meeting to serve a term expiring at this 1998
Annual Meeting. Class III Directors were elected at the 1996 Annual Meeting to
serve a term expiring at the 1999 Annual Meeting.
The Class II Directors are to be elected by the stockholders to serve until the
2001 Annual Meeting and until their successors are elected, and they have so
agreed to serve. The Board of Directors proposes the re-election of the two
Class II Directors listed below:
Offices Held with Company;
Name Principal Occupation
(Year First Elected a Director) for Past Five Years
CLASS II
Nominees for three-year terms expiring at the 2001 Annual Meeting
Joseph M. Murphy (1992) Since 1987 and February 1993, respectively, Mr.
Murphy has been the Chairman of Value Investors, Inc., a closely-held real
estate investment company, and the Chairman of Country Bank, White Plains, New
York. Mr. Murphy is 62 years of age.
Rudi E. Scheidt (1993) Since 1990, Mr. Scheidt has been a private investor.
From 1973 to 1989, he served as President of Hohenberg Bros. Co., a worldwide
cotton merchant, headquartered in Memphis, Tennessee, and as its Chairman during
1990. Mr. Scheidt is a Director of National Commerce Bancorporation, a bank
holding company, headquartered in Memphis, Tennessee. Mr. Scheidt is 72 years of
age.
CLASS III
Directors Serving three-year terms expiring at the 1999 Annual Meeting
Roger D. Malkin (1978) (See the description of Mr. Malkin's offices with
the Company and principal occupation on Page 5, under "Officers of the
Company".)
Jon E.M. Jacoby (1992) Mr. Jacoby has been employed by Stephens, Inc. and
Stephens Group, Inc., companies that engage in investment banking activities,
since 1963 and is presently a director and officer for each of these companies.
Stephens Inc. and Stephens Group, Inc. are stockholders of D&PL. Mr. Jacoby is a
director of Beverly Enterprises, Inc., Medicus Systems Corp. and Power-One, Inc.
He was a director of American Classic Voyages Co. until he resigned on June 30,
1997. Mr. Jacoby is 59 years of age.
CLASS I
Directors Serving for three-year terms expiring at the 2000 Annual Meeting
Stanley P. Roth (1988) Mr. Roth controls and is the Chairman of NACC, a
private merchant banking firm, and has been its President since 1976. Since
1988, Mr. Roth has served as the Chairman of Royal-Pioneer Industries, Inc., and
a director of Hollis Corporation. Mr. Roth became the Vice Chairman of CPG
International, Inc., in 1990 and the Chairman of GPC International, Inc., its
successor corporation, in 1994. Mr. Roth is 60 years of age.
Nam-Hai Chua (1993) Dr. Chua has acted as a consultant to D&PL since April
1991. Dr. Chua is the Andrew W. Mellon Professor and Head of the Plant Molecular
Biology Laboratory of Rockefeller University, New York, New York, and has been
with the University for over 20 years. Also, he is member of the Board of
Directors of BioInnovations of America, an entity owned by the Government of
Singapore, which invests in United States biotechnology companies. Dr. Chua is
also a member of the Board of Directors of DNAP Holdings (formerly DNA Plant
Technology Corporation), whose stock trades on NASDAQ. In addition, Dr. Chua
serves as the Chairman of the Management Board of Directors of the Institute of
Molecular Agrobiology ("IMA") and as the Chairman of the Board of IMAGEN
Holdings Pte. Ltd, an affiliate of IMA. Dr. Chua also acted as a scientific
consultant to Monsanto Company for matters relating to plant biology through
1995. Dr. Chua is 53 years of age.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE INDIVIDUALS LISTED AS CLASS II DIRECTORS.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board Meetings and Attendance of Directors
The Board of Directors had thirteen meetings in 1997. All Directors attended at
least 75% of the aggregate of (i) the total number of meetings of the Board of
Directors held while they were members, and (ii) the total number of meetings
held by all Committees of the Board on which they served as members. The Company
did not have a Nominating Committee in 1997.
Director's Compensation
Each Director receives an annual fee of $25,000 and participation fees of $1,000
for each meeting of the Board of Directors attended. Directors are reimbursed
for actual expenses incurred in connection with attending Board or Committee
meetings. In addition, under the 1993 Stock Option Plan, as amended, each
present director was granted an option to purchase 53,333 shares at the fair
market price at the date of grant Under the 1995 Long-Term Incentive Plan, as
amended, the initial option granted to each new (and present) director of the
Company was increased by 8,889 shares, and each director will be granted options
for an additional 2,667 shares in each of the second through sixth years each
director serves as such (which began in February 1997 for present directors).
Committees of the Board
The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee. Officers are elected by and serve at the discretion of
the Board of Directors.
Executive Committee
The members of the Executive Committee are Messrs. Malkin, Murphy and Roth. This
Committee did not meet during 1997. During the intervals between meetings of the
Board of Directors, the Executive Committee has and may exercise all of the
powers and authority of the Board of Directors, except as limited by law and
except for the power to change the membership or to fill vacancies in the Board
or said Committee. Action taken by the Executive Committee is reported to the
Board of Directors at its first meeting following such action.
Audit Committee
The members of the Audit Committee are Messrs. Murphy and Roth. This Committee
met one time in 1997. This Committee: (1) recommends annually to the Board of
Directors the independent public accountants for the Company and its direct and
indirect subsidiaries; (2) meets with the independent public accountants
concerning their audit, their evaluation of the Company's financial statements,
accounting developments that may affect the Company and their nonaudit services;
(3) meets with management concerning similar matters and (4) makes
recommendations to all of the aforesaid groups that it deems appropriate.
Compensation Committee (Compensation Committee Interlocks and Insider
Participation)
The members of the Compensation Committee are Messrs. Jacoby and Murphy. The
Company is not aware of any conflicts of interests which might be required to be
disclosed. This Committee met two times during 1997. This Committee reviews and
approves annual compensation, including bonuses, for senior management of the
Company and administers the Company's 1993 Stock Option Plan, as amended, and
the 1995 Long-term Incentive Plan, as amended, including the grant of options
under each plan.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee is composed entirely of independent, outside
directors. The Compensation Committee is responsible for reviewing and approving
the compensation of the Chief Executive Officer, Mr. Malkin, and the other
executive officers of the Company and reviewing and approving stock-based awards
when recommended, including stock options, for each executive officer.
The Company's policy is to pay cash compensation (salary and bonus) in
sufficient amounts so that the Company's officers receive compensation that is
competitive with that paid by other companies of similar size within the seed
industry, after considering cost-of-living factors such as location, as well as
providing long-term incentives based on the performance of the Company. The
long-term incentives are designed to attract and retain key executives by
providing rewards for outstanding performance relative to peer companies. The
Company has followed this policy since 1989.
Salary and Bonus
Salary ranges of executive officers are based on a written job responsibility
measurement system created by an independent, outside salary consultant. This
system is adjusted annually and the results are reviewed by the salary
consultant. This system applies to all employees of the Company, and not just to
the executive officers. Each job responsibility has an established salary range
based on skill level and experience required to perform the duties, along with
the position's level of importance to overall Company operations. Individual
salary ranges are established at levels that provide internal equity, as well as
competitiveness with similar positions in other companies with similar
businesses. Merit salary increases are determined annually based on job
performance and current salary level within the salary range set for that
position. Each executive officer's performance review includes achievement
against an established set of management responsibilities, as well as specific
individual objectives. Objectives relate to the business function of that
respective officer and may include financial performance objectives (i.e.,
achievement of budget goals), as well as other objectives relating to the
individual's particular role in the Company (i.e., market share goals, unit cost
improvement, plant safety record, new product introductions, etc.). The
objectives of each executive officer are set by the Chief Operating Officer
after consultation with the Chief Executive Officer. Each executive officer's
performance is rated by the Chief Operating Officer and is subject to review and
approval by the Chief Executive Officer and the Compensation Committee.
Non-merit increases are a function of inflation and, as a result, in recent
years have been modest.
The method of salary measurement described above also applies to the Chief
Operating Officer and the Chief Executive Officer. Objectives for the Chief
Operating Officer are set by the Chief Executive Officer, and objectives for the
Chief Executive Officer are set by the Board of Directors. The Chief Executive
Officer recommends to the Compensation Committee the salary for the Chief
Operating Officer based on this system. The salary of the Chief Executive
Officer is discussed by the Chief Executive Officer with the Compensation
Committee. Based on such discussions and the salary ranges and objectives
discussed above, the Compensation Committee determines the Chief Executive
Officer's compensation.
A bonus pool is created annually based on a specified percentage of pre-tax,
pre-bonus, and pre-pension earnings. Under the Company's incentive bonus
program, the total of bonuses paid in any year is limited to the lowest of two
limitations: (1) the bonus pool reduced by pension costs and (2) the sum of all
performance-based maximum individual awards. The Chief Executive Officer and
Chief Operating Officer can reduce, but may not increase, the overall bonus pool
from the amount calculated using the pre-established formula. The Compensation
Committee, upon the recommendation of the Chief Executive Officer and the Chief
Operating Officer, may also adjust the size of the bonus pool. All positions
eligible for bonus are placed in one of four categories that govern the maximum
bonus available as a percentage of the mid-point of the job's salary range.
These four categories include: (1) Chief Executive Officer and Chief Operating
Officer, (2) other executive officers, (3) senior managers and (4) all other
bonus-eligible positions. This maximum is based on the potential impact on the
Company's profit of the job's responsibilities.
Each executive officer's bonus is based on his performance and achievement
against individual goals as described for merit salary increase review.
Performance is expressed as a percentage which, when multiplied by the maximum
bonus available for that job, results in an adjusted performance-based maximum
individual award for that year. All bonus awards to eligible employees are
calculated in this manner, and actual awards are effectively the pro rata share
of the available bonus pool or the performance-based maximum, whichever is less.
Thus, the bonus of each executive officer is dependent on the achievement of the
Company's earnings and the level of performance of each officer against
established performance criteria and personal objectives.
The bonus for the Chief Executive Officer and the Chief Operating Officer are
similarly set, based on the individual's job performance. The Chief Executive
Officer and Chief Operating Officer recommend their bonuses to the Compensation
Committee. The Compensation Committee reviews and approves the bonus amounts for
the Chief Executive Officer, the Chief Operating Officer, the other executive
officers and senior management.
Stock Awards
Awards of stock options for each executive officer and other key employees must
first be approved by the Compensation Committee and are granted at the sole
discretion of the Committee. Based on an assessment of competitive factors, the
Compensation Committee determines a suitable award that provides an incentive
for both performance and employee retention purposes.
Chief Executive Officer's Compensation
Mr. Malkin's salary is based on his contribution to the Company. He is entitled
to merit salary increases. These merit increases are determined in accordance
with the procedures and guidelines described above. The Compensation Committee
approved Mr. Malkin's 1997 bonus based on his achievement with respect to the
targeted earnings goal for the Company. Other factors in the Compensation
Committee's decision were Mr. Malkin's leadership in developing Corporate growth
strategies, developing and international business activities and his
contribution made in developing the market for biotechnology-enhanced seed. For
fiscal 1997, Mr. Malkin's base salary was $290,000 with a bonus of $220,000.
Compensation Committee
Jon E.M. Jacoby
Joseph M. Murphy
<PAGE>
PERFORMANCE OF DELTA AND PINE LAND COMPANY SHARES
The Company's Shares were first publicly traded on June 29, 1993. The following
table shows a comparison of cumulative total return to stockholders for D&PL
Common Stock, the NYSE/AMEX/NASDAQ Market Index and a peer group composed of the
following companies: Pioneer HiBred International, Inc.; DeKalb Genetics Corp.
and Mycogen Corp. Calgene, Inc., which has been included in the peer group in
the past, is excluded from the Company's peer group because its stock is no
longer traded on a public market. The table assumes $100 invested on June 29,
1993, and the reinvestment of dividends.
" Date " " Company" " Market" " Market" " Peer" "Peer "
" " " Index " " Index " " Count " " Index" "Count"
"08/31/92", 100.000, 100.000, 6491, 100.000, 3
"09/30/92", 100.000, 101.380, 6500, 91.092, 3
"10/30/92", 100.000, 102.551, 6521, 96.555, 3
"11/30/92", 100.000, 106.950, 6559, 93.814, 3
"12/31/92", 100.000, 108.868, 6609, 102.052, 3
"01/29/93", 100.000, 110.217, 6603, 105.285, 3
"02/26/93", 100.000, 110.684, 6652, 103.494, 3
"03/31/93", 100.000, 113.479, 6700, 103.703, 3
"04/30/93", 100.000, 110.391, 6731, 94.958, 3
"05/28/93", 100.000, 113.700, 6793, 97.652, 3
"06/30/93", 100.000, 114.350, 6870, 105.380, 3
"07/30/93", 128.571, 114.274, 6920, 110.783, 3
"08/31/93", 121.429, 118.771, 6977, 122.061, 3
"09/30/93", 134.694, 118.969, 7023, 124.150, 3
"10/29/93", 131.633, 120.884, 7100, 130.961, 3
"11/30/93", 145.225, 118.844, 7207, 131.674, 3
"12/31/93", 143.179, 121.089, 7308, 143.358, 3
"01/31/94", 147.270, 124.830, 7341, 145.506, 3
"02/28/94", 143.179, 121.943, 7394, 136.943, 3
"03/31/94", 112.755, 116.351, 7476, 122.380, 3
"04/29/94", 132.231, 117.436, 7515, 131.194, 3
"05/31/94", 155.807, 118.574, 7582, 129.124, 3
"06/30/94", 144.853, 115.387, 7616, 123.626, 3
"07/29/94", 145.366, 118.857, 7638, 120.582, 3
"08/31/94", 148.263, 123.936, 7652, 118.809, 3
"09/30/94", 148.263, 121.533, 7648, 119.189, 3
"10/31/94", 136.938, 123.415, 7671, 126.136, 3
"11/30/94", 144.145, 118.976, 7689, 127.565, 3
"12/30/94", 144.467, 120.477, 7685, 128.281, 3
"01/31/95", 146.531, 123.164, 7661, 138.469, 3
"02/28/95", 165.458, 128.036, 7667, 126.828, 3
"03/31/95", 174.765, 131.324, 7659, 136.255, 3
"04/28/95", 201.652, 134.681, 7674, 141.555, 3
"05/31/95", 208.191, 139.277, 7675, 147.057, 3
"06/30/95", 240.300, 143.626, 7692, 158.162, 3
"07/31/95", 247.550, 149.543, 7714, 159.091, 3
"08/31/95", 273.769, 151.079, 7750, 162.463, 3
"09/29/95", 313.175, 156.692, 7742, 177.463, 3
"10/31/95", 321.471, 155.094, 7779, 188.857, 3
"11/30/95", 317.663, 161.738, 7816, 215.783, 3
"12/29/95", 406.940, 164.265, 7868, 213.527, 3
"01/31/96", 420.782, 168.760, 7850, 199.569, 3
"02/29/96", 520.893, 171.572, 7878, 213.656, 3
"03/29/96", 616.483, 173.402, 7942, 208.869, 3
"04/30/96", 741.857, 177.763, 7989, 220.755, 3
"05/31/96", 715.348, 182.605, 8049, 224.856, 3
"06/28/96", 702.871, 181.263, 8115, 208.392, 3
"07/31/96", 457.490, 171.505, 8149, 214.948, 3
"08/30/96", 472.543, 176.984, 8183, 220.808, 3
"09/30/96", 487.115, 186.459, 8206, 238.152, 3
"10/31/96", 599.526, 188.931, 8264, 265.510, 3
"11/29/96", 535.512, 201.351, 8316, 273.854, 3
"12/31/96", 533.428, 199.139, 8331, 289.506, 3
"01/31/97", 623.027, 209.796, 8308, 293.324, 3
"02/28/97", 619.351, 209.639, 8320, 297.603, 3
"03/31/97", 517.169, 200.177, 8310, 270.122, 3
"04/30/97", 556.094, 208.914, 8303, 295.381, 3
"05/30/97", 676.322, 223.778, 8309, 303.725, 3
"06/30/97", 793.217, 233.717, 8303, 339.460, 3
"07/31/97", 846.098, 251.621, 8305, 320.997, 3
"08/29/97", 818.912, 242.474, 8287, 364.174, 3
EXECUTIVE COMPENSATION
Annual Compensation
The following table sets forth certain information regarding compensation paid
to, or accrued for, the Company's Chief Executive Officer and the Company's four
other most highly-compensated executive officers (the "Named Officers") during
the year ended August 31, :
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C> <C>
Long-Term
Name and Compensation All Other
Principal Position Annual Compensation Awards Compensation
Securities
Underlying
Year Salary($) Bonus($) Options (1)
---- --------- -------- ----------------
Roger D. Malkin 1997 290,000 220,000 62,222(2) $29,000(3)
Chief Executive Officer 1996 290,000 220,000 - 29,000(3)
1995 250,000 235,000 - 24,000(3)
F. Murray Robinson 1997 220,000 120,000 96,889 -
President and 1996 220,000 120,000 - -
Chief Operating Officer 1995 170,000 135,000 - -
W. Thomas Jagodinski 1997 140,000 75,000 80,000 -
Vice President-Finance 1996 120,000 44,000 17,777 -
and Treasurer and Assistant 1995 105,000 38,000 - -
Secretary
Charles R. Dismuke,Jr. 1997 160,000 50,000 24,889 -
Vice President(President- 1996 140,000 40,000 17,777 -
DeltaPine Seed Division) 1995 115,000 35,000 - -
James H. Willeke 1997 156,000 50,000 - -
Vice President (President- 1996 91,000 55,000 97,776 -
Paymaster Division) 1995 (4) (4) - -
</TABLE>
(1) All stock options reflected on a post-split basis.
(2) Includes options for 8,889 shares granted by formula to Mr. Malkin in his
capacity as a director of the Company, concurrently with identical grants to all
directors of the Company.
(3) Director's and attendance fees for serving as a director of the Company.
(4) Mr. Willeke was not employed by the Company until February 1996.
<PAGE>
Employment Contracts and Change-In-Control Arrangements
Mr. Jagodinski is employed pursuant to an employment agreement effective
September 1, 1997 which provides for an annual base salary of $150,000 plus
bonus, the amount of which is determined in accordance with the bonus program
described herein, plus insurance and other fringe benefits. The agreement is
automatically extended each day so that at any given date, the time remaining
under the contract will be for an additional two year period. The contract may
be terminated, except as a result of a change in control or in anticipation of a
change in control, upon three months written notice. The employment agreement
includes provisions pursuant to which Mr. Jagodinski will receive, in the event
of the termination of his employment due to a change in control or in
anticipation of a change in control, an amount that in effect is equal to two
times his highest salary and bonus paid during any of the previous five calendar
years plus a continuation for 24 months of his insurance and fringe benefits.
In addition, Mr. Jagodinski was granted an option for 53,333 shares of common
stock at $28.04 per share exercisable upon a change in control.
Pursuant to the terms of this agreement Mr. Jagodinski shall not compete with
the Company for one year upon his termination in the event of a change in
control.
Mr. Willeke is employed pursuant to a letter agreement dated September 1,
1995 which provides for an initial base salary of $155,000 plus bonus, the
amount of which is determined in accordance with the bonus program described
herein, plus insurance and other fringe benefits. This agreement is on an at
will basis and contains certain confidentiality provisions. This agreement also
contains a termination provision whereby the Company would pay a one time
termination payment of $250,000 to Mr. Willeke if he is terminated without good
cause before the third anniversay of this agreement.
Option Grants in Last Fiscal Year
The only options exercisable into securities of the Company are those
outstanding under the 1993 Stock Option Plan adopted in April 1993 (the "1993
Plan") and the 1995 Long-term Incentive Plan (the "LTIP"). The 1993 Plan was
fully exhausted in 1996. The Company granted options for 1,412,216 Shares under
the LTIP in 1997. All options granted under both plans vest 20% per annum
commencing on the first day of the second and each succeeding year following
each grant and expire ten years from the date of grant.
The following table sets forth certain information concerning stock options
granted during 1997:
OPTION GRANTS IN FISCAL 1997
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Potential Realized Value at
Assumed Annual Rates of Stock
Price Appreciation
Individual Grants
for Option Term (1)
Percentage of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise Expiration
Name(2) Options Fiscal Year Price Date 0% 5% 10%
- ------- ------------- ----------- ------------- -----------------------
Roger D. Malkin 8,889 0.63% $21.21 2/27/07 - 52,000 115,000
53,333 3.78% $22.36 10/18/06 - 329,000 728,000
F. Murray Robinson 96,889 6.86% $22.36 10/18/06 - 599,000 1,323,000
W. Thomas Jagodinski 26,667 1.89% $22.36 10/18/06 - 165,000 364,000
53,333(3) 3.78% $28.04 7/09/07 - 413,000 913,000
Charles R. Dismuke, Jr. 24,889 1.76% $22.36 10/18/06 - 154,000 340,000
- -----------------------------
</TABLE>
(1) The dollar amount under these columns are the result of calculations at 5%
and 10% rates arbitrarily set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if any, of
the Company's stock price. Any actual gain on exercise of options is dependent
on the future performance of the Company's stock.
(2) No other named officers
were granted options in 1997.
(3) Mr. Jagodinski was granted an option for 53,333 shares of common stock
exercisable upon change in control.
OPTIONS EXERCISED IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock option
exercises during 1997 and unexercised options held as of August 31, 1997 for
each of the Named Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Number of Securities Underlying Value of Unexercised
Unexercised Options In-The-Money
Shares Gain FY-End Options FY-End(1)
Acquired on Realized on # # $ $
Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
Roger D. Malkin - - 117,333 275,556 $2,680,000 $5,211,000
F. Murray Robinson - - 64,000 182,222 $1,465,000 $2,457,000
W.T. Jagodinski - - 16,711 120,533 $ 361,000 $ 956,000
Charles R. Dismuke, Jr. - - 35,555 60,445 $ 792,000 $ 858,000
James H. Willeke 4,443 $47,264 15,112 78,221 $ 179,000 $ 927,000
- --------------------
</TABLE>
(1) Based on $27.56 per share, the August 31, 1997 closing value as quoted by
the New York Stock Exchange (adjusted for 4 for 3 stock split on November 20,
1997).
COMPENSATION PURSUANT TO PLANS
Pension Plan
The Company maintains a noncontributory defined benefit plan (the "Pension
Plan") that covers substantially all full-time employees, including the Named
Officers. All employees of the Company and its domestic subsidiaries, who have
both attained age 21 and completed one year of eligibility service, are eligible
to participate in the Pension Plan. The Pension Plan provides a normal
retirement benefit (if employment terminates on or after age 65) equal to the
sum of: (i) 22.75% of the average compensation [the average of the participant's
five highest consecutive calendar years of earnings, including overtime but
excluding bonuses] reduced by 1/25th for each year of credited service less than
25 at normal retirement; and (ii) 22.75% of average compensation exceeding the
greater of one-half of average social security covered compensation and $10,000,
reduced by 1/35th for each year of credited service less than 35 at normal
retirement.
The following table shows the estimated benefits payable in the form of a
single-life annuity upon retirement in specified average compensation and years
of credited service classifications:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
PENSION PLAN TABLE
- ------------- ----------- ----------- -------------------------------------------------------------------------
Years of Credited Service
- ------------- ----------- ----------- -------------------------------------------------------------------------
- ------------------------------------- --------------- ------------- -------------- -------------- -------------
Compensation 15 20 25 30 35
- ------------------------------------- --------------- ------------- -------------- -------------- -------------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
$25,000 $ 4,421 $ 5,895 $ 7,369 $ 7,705 $ 8,042
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
50,000 10,271 13,695 17,119 18,268 19,417
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
75,000 16,121 21,495 26,869 28,830 30,792
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
100,000 21,971 29,295 36,619 39,393 42,167
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
150,000 33,671 44,895 56,119 60,518 64,917
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
200,000 34,139 45,519 56,899 61,363 65,827
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
250,000 34,139 45,519 56,899 61,363 65,827
- ------------- ----------- ----------- --------------- ------------- -------------- -------------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
300,000 34,139 45,519 56,899 61,363 65,827
- ------------- ----------- -----------
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
400,000 34,139 45,519 56,899 61,363 65,827
- ------------- ----------- ----------- --------------- ------------- -------------- -------------- -------------
</TABLE>
The above estimated annual benefits were calculated by the actuary for the
Pension Plan. Benefit amounts shown are the annual pension benefits payable in
the form of a single-life annuity for an individual attaining the age of 65 in
1997. In addition, such amounts reflect the 1997 maximum compensation limitation
under the Internal Revenue Code of 1986, as amended, and are not subject to any
deduction for social security or other amounts.
The estimated years of credited service and eligible average compensation for
each of the Named Officers as of January 1, 1997, the most recent Pension Plan
valuation date, are as follows:
Years of Average Plan
Name Credited Service Compensation
Roger D. Malkin................................. 27 $150,000
F. Murray Robinson.............................. 9 148,000
W.T. Jagodinski................................. 5 106,000
Charles R. Dismuke 20 117,000
James H. Willeke................................ 1 150,000
Supplemental Executive Retirement Plan
The Company adopted a Supplemental Executive Retirement Plan ("SERP"), which
became effective January 1, 1992, and covers certain management personnel,
including certain of the Named Officers. The SERP provides for payments to
participants in the form of a single-life annuity, or as otherwise provided by
the SERP commencing at age 65 or the participant's postponed retirement date.
The following table sets forth the scheduled estimated annual benefits expected
to be paid pursuant to the SERP to the Named Officers who are currently
participants:
Name Annual Cash Benefit
Roger D. Malkin............................. $12,000
F. Murray Robinson.......................... 29,000
The SERP also provides that on the death of an active employee, the Company will
pay a death benefit to the participant's surviving spouse equal to the actuarial
equivalent of the participant's accrued benefit, which is based upon the
participant's years of service with the Company and the years of service the
participant would have had at age 65, if employment had continued. If a
participant's employment with the Company is terminated prior to age 65 for
reasons other than death, then the participant shall be paid a vested percentage
of his accrued benefit equal to the participant's annual cash benefit above
multiplied by a fraction (not greater than one), the numerator of which is the
participant's years of service as of the date of termination of employment and
the denominator of which is the participant's projected years of service as of
age 65, if employment had not terminated.
Each participant's vested percentage in the SERP is determined as follows:
Number of Years of Service Vested Percentage
1 but less than 2.................................... 20%
2 but less than 3.................................... 40%
3 but less than 4.................................... 60%
4 but less than 5.................................... 80%
5 or more............................................ 100%
Under the terms of the SERP, the Company may discontinue additional eligibility
and planned payments under the SERP at any time. The named officers noted above
are fully vested in the SERP.
Defined Contribution Plan
Effective April 1, 1994, the Company established a defined contribution plan
under the rules of Internal Revenue Code Section 401(k) (the "401(k) Plan"). The
401(k) Plan covers substantially all full-time employees. Eligible employees of
the Company and its domestic subsidiaries, who have both attained age 21 and
completed one year of service, may participate in the 401(k) Plan. A participant
may elect to contribute up to 18% of their eligible earnings to the 401(k) Plan.
The 401(k) Plan allows the Company to match a maximum of six percent of eligible
employee contributions. As of August 31, 1997, the Company has elected not to
match such contributions.
Incentive Plans
The Company maintains two incentive plans that compensate key employees and
directors through the grant of options to buy shares of Common Stock. In July
1993, the Company adopted the 1993 Stock Option Plan (the "1993 Plan") of which
the Compensation Committee of the Board of Directors have granted the maximum
number of shares permitted (2,560,000). On October 17, 1995, the Company's Board
of Directors adopted the 1995 Long-term Incentive Plan (the "LTIP") which the
shareholders ratified at the 1996 Annual Meeting. Pursuant to the LTIP, the
Board of Directors may award stock options, stock appreciation rights,
restricted shares of Common Stock and performance units to officers, key
employees and directors. Under the LTIP, 2,560,000 common shares are available
for grant. As of August 31, 1997, options for 1,629,992 shares have been granted
under the LTIP.
Under both plans, all options for stock granted vest 20% per annum commencing on
the first day of the second and each succeeding year following each grant and
expire ten years from the date of grant. Shares subject to options and awards
under the LTIP which expire unexercised are available for new option grants and
awards. The number of shares available for grant under the 1993 Plan upon
forfeitures of options outstanding thereunder will be reduced to zero and the
granting of options thereunder has ceased.
CERTAIN TRANSACTIONS
Consulting Agreement
The Company paid Nam-Hai Chua approximately $17,000 for consulting fees in 1997
associated with the Company's effort to enter into joint ventures with parties
in the People's Republic of China.
During 1996 and 1997, the Institute of Molecular Agrobiology ("IMA"), which is
owned by the National University of Singapore and the National Science and
Technology Board of Singapore, conducted contract research upon the Company's
instruction related to the development of certain technologies for varietal
crops such as cotton and soybeans. The Company paid approximately $230,000 in
1996 and $350,000 in 1997 for such research projects.
Dr. Chua is the Chairman of the Management Board of Directors of IMA and is also
Chairman of the Board of an affiliate of IMA, IMAGEN. IMAGEN, together with
Singapore Bio-Innovations Pte, Ltd., STIC Investments Pte, Ltd., and OCBC
Wearnes and Walden Investments Pte, Ltd, own 20% of the stock of D&PL
China Pte, Ltd.
Registration Rights
Hancock has a one-time right to register, under the Act, Shares owned by it on
June 28, 1993, less the number of Shares sold by Hancock in the Company's
initial public offering. All of the expenses of such registration, except for
the cost of printing and Hancock's counsel, will be paid by the Company.
Hancock's registration rights are conditioned on Hancock providing the Company
with a legal opinion that its Shares may not otherwise be publicly sold.
The holder of the convertible Series M Non-Voting Preferred Stock has certain
registration rights associated with the Common Stock into which the Preferred
Stock is convertible. The Preferred Stock is convertible into Common Stock
beginning upon the seventh anniversary of the date on which it was issued
(February 1996) or the occurrence of certain specified events, whichever occurs
first.
Future Transactions with Affiliates and Advances
The Company will require that any future transactions between the Company and
persons or entities affiliated with officers, directors, employees or
stockholders of the Company be on terms no less favorable to the Company than
could be obtained in an arm's-length transaction with an unaffiliated party.
Such transactions will also be subjected to approval by a majority of the
non-employee directors of the Company. The Board of Directors has adopted
resolutions prohibiting advances without its approval, except for ordinary
business and travel advances in accordance with the Company's policy.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on review of the copies of reporting forms furnished to the
Company, or written representations that no forms were required, the Company
believes that during 1997, all required events of its officers, directors and
10% stockholders to the Securities and Exchange Commission of their ownership
and changes in ownership of Shares (as required pursuant to Section 16(a) of the
Securities Exchange Act of 1934) have been filed, except that the following
individuals filed the following number of late reports with respect to the
following number of transactions: two each for Messrs. Malkin, Robinson (one
late Form 4 with respect to a gift) and Jagodinski; and one each for
Messrs. Murphy, Roth, Chua, Scheidt, Jacoby, Arnold, Dismuke, Drummond, Kimmel
and Kerby. Except as otherwise indicated in this paragraph, these reports were
related to stock option grants.
PROPOSAL NO. 2
APPROVAL OF INCREASE IN COMMON SHARES AUTHORIZED
In October 1997, the Board approved, subject to stockholder approval, an
amendment to the Restated Certificate of Incorporation of the Company to
increase the number of shares of common stock, par value $0.10, authorized
("Shares") from 50,000,000 Shares to 100,000,000 Shares to meet the needs of
future strategic plans of the Company.
The Company does not have any current plans or proposals to issue any portion of
the additional Shares of common stock. As of December 31, the filing date for
the Proxy Statement, the number of outstanding Shares is 37,852,087; the number
of authorized Shares reserved for issuance are as follows: (a) 1, 620,963 for
the 1993 Stock Option Plan; (b) 2,093,153 for the
1995 Long-term Incentive Plan; (c) 114,266 that are held as Treasury Stock; and
(d) the number of authorized and unissued Shares that are not reserved for any
specific use and are available for future issuances are 8,319,531 before the
increase in authorization sought, and 58,319,531 after approval of the increase
of Shares authorized.
The availability of additional Shares, coupled with the authority of the
Company's Board of Directors to issue authorized shares for various purposes
without further shareholder approval, including acquisitions (so long as, under
New York Stock Exchange rules, such acquisitions do not require the issuance of
a number of shares in excess of 20% of the shares currently outstanding at the
time of such issuance) or anti-takeover defenses, might constitute impediments
to or frustrate persons seeking to effect a merger or to otherwise gain control
of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE
INCREASE IN COMMON SHARES AUTHORIZED.
PROPOSAL NO. 3
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the stockholders at the Annual Meeting, the Board of
Directors, upon the recommendation of the Audit Committee, has appointed Arthur
Andersen LLP to serve as the Company's independent public accountants for 1998.
Arthur Andersen LLP has served the Company as its independent public accounting
firm since 1984. A representative of Arthur Andersen LLP will be present at the
meeting and will have the opportunity to make a statement, if so desired, and
will be available to respond to appropriate questions. If the appointment is not
ratified or if Arthur Andersen LLP becomes incapable of serving in this capacity
or if their employment is terminated, the Board will appoint independent public
accountants whose continued employment after the next Annual Meeting shall be
subject to ratification by the stockholders.
The affirmative vote of the holders of a majority of the Shares that are
represented in person or by proxy at the meeting and entitled to vote is
required to approve this appointment of Arthur Andersen LLP.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR 1998.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters that will be presented for consideration at the Annual Meeting other
than those mentioned in this Proxy Statement. If any other matters are properly
brought before the Annual Meeting, it is intended that the persons named in the
proxy will act in respect thereof in accordance with their best judgment.
SOLICITATION OF PROXIES AND COST THEREOF
The expense of soliciting proxies and the cost of preparing, assembling and
mailing material in connection with the solicitation of proxies will be paid by
the Company. In addition to the use of mails, certain directors, officers or
employees of the Company and its subsidiaries, who receive no compensation for
their services other than their regular salaries, may solicit proxies. The
Company will reimburse brokerage firms, nominees, custodians and fiduciaries for
their reasonable out-of-pocket expenses for forwarding proxy materials to
beneficial owners and seeking instruction with respect thereto.
STOCKHOLDER PROPOSALS
Any stockholder proposals to be presented at the 1999 Annual Meeting of
Stockholders must be received by the Company not later than September 4, 1998,
and the proposal must meet certain eligibility requirements of the Securities
and Exchange Commission. Proposals may be mailed to: Secretary, Delta and Pine
Land Company, One Cotton Row, Scott, Mississippi 38772.
ANNUAL REPORT AND FINANCIAL STATEMENTS
Stockholders may obtain a copy of the Company's annual report on Form 10-K
("Report 10-K"), as filed with the Securities and Exchange Commission, without
charge (except for exhibits), by contacting: W.T. Jagodinski, Vice
President-Finance, Delta and Pine Land Company, One Cotton Row, Scott,
Mississippi 38772.
Financial Statements meeting the requirements of Regulation S-X are incorporated
herein by reference and can be found in the Company's Form 10-K filed with the
Securities and Exchange Commission.
BY ORDER OF THE BOARD OF DIRECTORS
Jerome C. Hafter
Secretary
<PAGE>
APPENDIX
PROXY PROXY
DELTA AND PINE LAND COMPANY
Solicited by the Board of Directors for the
Annual Meeting of Stockholders - February 26, 1998
The undersigned hereby appoints Jerome C. Hafter and W. Thomas Jagodinski,
and each of them to represent and vote all the shares of Common Stock of Delta
and Pine Land Company held of record by the undersigned on January 15, 1998 at
the captioned Annual Stockholders Meeting or any postponement or adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
DELTA AND PINE LAND COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING
MANNER USING DARK INK ONLY
1. Nominees: Joseph M. Murphy, Rudi E. Scheidt
__________________________________________
2. Proposal to increase the number of shares of Common Stock authorized
from 50,000,000 to 100,000,000.
3 Proposal to ratify the appointment of Arthur Andersen LLP as the independent
public accountants for the fiscal year ending August 31, 1998.
4. In their discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed will be voted in the manner directed herein
by the undersigned stockholder. IF NO ELECTIONS ARE MADE THE PROXY WILL BE
VOTED FOR PROPOSAL 1, 2, and 3.
Dated: ____________________________
Signature(s):_
____________________________________________________
__________________________________________________________________
Important: Please sign exactly as name appears above. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
