<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BUSH BOAKE ALLEN INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid 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 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:
.......................................................
<PAGE>
[Logo]
BUSH BOAKE ALLEN INC.
7 MERCEDES DRIVE,
MONTVALE, N.J. 07645
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 3, 2000
-------------------
The Annual Meeting of Stockholders of Bush Boake Allen Inc. will be held at
the Woodcliff Lake Hilton, 200 Tice Boulevard, Woodcliff Lake, New Jersey, on
Wednesday, May 3, 2000, at 11:00 A.M., to consider and act upon the following:
(1) The election of seven directors for the ensuing year;
(2) The ratification of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent auditors for the year 2000; and
(3) Such other matters as may properly come before the meeting.
Only stockholders of record at the close of business on March 17, 2000 are
entitled to notice of, and to vote at, the meeting.
Your attention is directed to the accompanying proxy statement.
DENNIS M. MEANY
Secretary
Montvale, New Jersey
March 22, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE, SIGN
AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH
REQUIRES NO UNITED STATES POSTAGE.
<PAGE>
BUSH BOAKE ALLEN INC.
7 MERCEDES DRIVE,
MONTVALE, N.J. 07645
--------------------------
PROXY STATEMENT
--------------------------
ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is solicited by the Board of Directors of Bush Boake
Allen Inc. ('BBA' or the 'Company') for use at the Annual Meeting of
Stockholders to be held on Wednesday, May 3, 2000, and any adjournment thereof.
Notice of Annual Meeting, proxy statement and proxy are being mailed to all
stockholders on or about March 22, 2000. Proxies in the accompanying form which
are properly executed and received prior to the Annual Meeting will be voted in
accordance with the instructions in the proxy, or if no such instruction is
provided, in accordance with the recommendations of the Board of Directors as
set forth in the accompanying proxy. Abstentions and broker non-votes are
counted for quorum purposes, but will not affect the determination of whether
more votes have been cast in favor of a proposal than have been cast against it
or the plurality of votes cast for the election of directors. A proxy may be
revoked at any time before its exercise by filing with the Secretary of the
Company either a written revocation of that proxy or a new proxy bearing a later
date. A proxy may also be revoked by voting in person at the Annual Meeting.
Attendance at the Annual Meeting will not in itself constitute revocation of a
proxy.
The Board of Directors has fixed the close of business on March 17, 2000, as
the record date for the determination of the stockholders entitled to notice of,
and to vote at, the Annual Meeting. On March 1, 2000, there were 19,310,034
shares of Common Stock of the Company outstanding. Each share is entitled to one
vote on each matter presented for a vote at the Annual Meeting. The presence in
person or by proxy of the holders of a majority of the votes entitled to be cast
constitutes a quorum for the transaction of business.
PROPOSAL 1--ELECTION OF DIRECTORS
Seven directors are to be elected to serve until the next Annual Meeting of
Stockholders and until their successors shall have been duly elected. The
nominees will be elected if they receive a plurality of the votes cast by the
shares entitled to vote at the Annual Meeting. All of the nominees listed below
are currently members of the Board of Directors and were elected by the
stockholders at the last Annual Meeting.
Votes (other than votes withheld) will be cast pursuant to the accompanying
proxy for the election of the nominees listed unless one or more of such
nominees shall not be available for election, in which event such votes will be
cast for a substitute nominee designated by the Board of Directors, or if no
substitute nominee is selected by the Board of Directors by the Annual Meeting,
an appropriate candidate may subsequently be appointed. The Board of Directors
has no reason to believe that any of the nominees will not be available for
election as a director.
Set forth below is a brief description of the background of the nominees for
election.
PETER L. ACTON, 53, has been a Director of the Company since November 1994.
Mr. Acton is General Manager -- Commercial Business Operations of Arizona
Chemical Company (a manufacturer of resins, polymer additives, coating
chemicals, fatty acids and related products), a subsidiary of the International
Paper Company ('International Paper'). Before that he was Vice President and
General Manager of the Chemical Products Division of Union Camp (a manufacturer
of paper, paperboard, packaging, and wood and chemical products) from December
1995 until April 30, 1999 and prior to that he was General Manager of the
Chemical Products Division.
JULIAN W. BOYDEN, 55, has been President, Chief Executive Officer and a
Director of the Company since February 1994 and Chairman of the Board of the
Company since January 1, 1997. Prior to February 1994, Mr. Boyden had been a
Vice President of Union Camp since January 1991 and the
<PAGE>
General Manager of the Company since January 1989. Mr. Boyden has been
associated with the Company since 1968.
C. CATO EALY, 43, has been Vice President of Business Development and
Planning for International Paper (a manufacturer of paper, paperboard,
packaging, and wood and chemical products) since June 1996. Before that he was
Director of Corporate Development from the time he joined International Paper in
April 1993.
L. ROBERT PFUND, 63, has been a Director of the Company since July 1995 and
is a member of the Audit Committee and the Compensation Committee. Mr. Pfund
retired in 1993 from the position of Corporate Group Vice President of Avon
Products, Inc. (a manufacturer and marketer of fragrances and cosmetics), which
position he held since 1990. Mr. Pfund is also a Director of Techart, Inc. and a
Trustee on the Board of The Valley Hospital in Ridgewood, New Jersey.
JAMES M. REED, 67, has been a Director and Vice Chairman of the Board of the
Company since February 1994 and is Chairman of the Audit Committee and a member
of the Compensation Committee. He was the Vice Chairman of the Board and the
Chief Financial Officer of Union Camp from April 1993 until June 1997 and Vice
Chairman and Chief Administrative Officer from June 1997 until his retirement
from active employment with Union Camp in November 1997. Mr. Reed is also a
Director of Martin Marietta Materials, Inc.
C. WESLEY SMITH, 60, has been Executive Vice President -- Operating Group of
International Paper since 1998. Prior thereto, he was Executive Vice
President -- Printing Papers from 1992 and President of International Paper
Europe from 1989 to 1992. Mr. Smith is also a Director of International Paper.
WILLIAM H. TRICE, 66, has been a Director of the Company since February 1994
and was Chairman of the Board of Directors of the Company from that time until
December 31, 1996. He is Chairman of the Compensation Committee and a member of
the Audit Committee. Mr. Trice was Executive Vice President of Union Camp from
1985 until his retirement from active employment on December 31, 1996.
BOARD OF DIRECTORS AND COMMITTEES
In 1999, the Board of Directors held four meetings. Directors are reimbursed
for their expenses associated with each meeting attended. The directors who were
not officers or employees of the Company or International Paper received as
compensation for their services in 1999 an annual retainer of $15,000 and fees
of $1,000 for each Board meeting and $750 for each Committee meeting attended. A
$1,000 annual Committee Chairperson retainer was also paid. A stock option grant
valued at $10,000 was made to non-employee directors. Directors who are officers
or employees of the Company or International Paper, do not receive any
compensation (and are not eligible to receive options under the Directors' Stock
Option Plan) by reason of their service as a director of the Company.
The Board of Directors has appointed an Audit Committee and a Compensation
Committee, which are composed entirely of directors who are not officers or
employees of the Company or International Paper. There is no nominating
committee.
The Audit Committee held two meetings during 1999. Generally, the Audit
Committee (i) recommends to the Board of Directors the independent auditors to
be appointed for the Company, (ii) meets with the independent auditors, the
chief internal auditor and corporate officers to review matters relating to
corporate financial reporting and accounting procedures and policies, adequacy
of financial, accounting and operating controls and the scope of the audit to be
performed by the independent auditors, (iii) reviews and reports on the results
of such audits to the Board of Directors and (iv) submits to the Board of
Directors its recommendations relating to financial reporting and accounting
practices and policies and financial accounting and operating controls.
On December 15, 1999, the Securities and Exchange Commission approved a
change in the rules of the New York Stock Exchange ('NYSE') relating to the
operations of audit committees and outside auditors of public companies. One
particular provision relates to the independence of directors named to an audit
committee and requires, among other things, that audit committee members have
not had an
2
<PAGE>
employment relationship with a former parent of the Company for three years.
However, recognizing that it might be in a company's best interest to retain on
its audit committee a director who does not meet this three year restriction,
the rules permit one such director to remain on the audit committee if the
company's board of directors determines that membership by that director on the
audit committee is in the best interests of the company and its shareholders. On
February 15, 2000, the Board of Directors of BBA made such a determination
concerning James M. Reed, who was actively employed by Union Camp, a former
parent of BBA, until November 1997, approximately eight months less than the
three year period. Union Camp no longer exists as an operating entity, having
been acquired by International Paper. The reason for the Board's decision is the
exceptional character and financial experience of Mr. Reed, who, among other
financial positions, has been the chief financial officer of a Fortune 250
company and has had extensive experience in dealing with internal and external
auditors and with the banking community. Over the years, he has served on and
chaired the Audit Committees of the Board of Directors of several public
companies. Mr. Reed will be fully qualified under the new NYSE rules prior to
the end of 2000.
The Compensation Committee held three meetings during 1999. Generally, the
Compensation Committee (i) reviews the compensation plans and establishes the
compensation for executive officers of the Company, (ii) authorizes awards of
incentive compensation and bonuses to executive officers of the Company and
(iii) administers the Company's stock option and stock award plan and authorizes
awards of options, restricted stock, stock appreciation rights and bonuses
payable in stock.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Certain Beneficial Owners. The following sets forth certain information as
to beneficial ownership of each person known to the Company to own beneficially
more than 5% of the Common Stock of the Company as of February 1, 2000.
<TABLE>
<CAPTION>
PERCENT OF
BENEFICIAL OWNER NUMBER OF SHARES CLASS
---------------- ---------------- -----
<S> <C> <C>
International Paper Company .............................. 13,150,000 68.10
Two Manhattanville Road
Purchase, NY 10577
</TABLE>
- ---------
Stock Ownership of Directors and Executive Officers. The following table
sets forth certain information as to beneficial ownership of the outstanding
Common Stock of the Company and of International Paper as of December 25, 1999,
by each director and nominee of the Company, by each of the named executive
officers listed in the Summary Compensation Table, and by all executive officers
and directors of the Company as a group. Except as otherwise indicated, all
persons listed below have sole voting and investment power with respect to such
shares. No director, nominee or executive officer beneficially owns more than
one percent of the total outstanding Common Stock of the Company or
International Paper and all directors and executive officers as a group own 2.6%
of the total outstanding Common Stock of the Company and less than one percent
of the outstanding Common Stock of International Paper.
<TABLE>
<CAPTION>
NUMBER OF SHARES
---------------------------
BBA IP
NAME OF BENEFICIAL OWNER COMMON(1)(2) COMMON(3)(4)
------------------------ ------------ ------------
<S> <C> <C>
Peter L. Acton............................................ 2,900 25,780
Julian W. Boyden.......................................... 129,726 0
Chia Siang Ee............................................. 8,150 0
James H. Dunsdon.......................................... 59,970 0
C. Cato Ealy.............................................. 0 39,087
P. C. Mathew.............................................. 51,480 0
L. Robert Pfund........................................... 3,370 0
James M. Reed............................................. 7,880 173,931
C. Wesley Smith........................................... 0 326,686
Peter A. Thorburn......................................... 45,520 74
William H. Trice.......................................... 12,370 52,878
Directors & Executive Officers as a Group (18 Persons).... 508,825 622,290
</TABLE>
(footnotes on next page)
3
<PAGE>
(footnotes from previous page)
(1) BBA Common Stock.
(2) The shares shown as beneficially owned include shares of BBA Common Stock
that such persons had the right to acquire on or within 60 days after
December 25, 1999 pursuant to unexercised options under BBA stock option
plans as follows: 124,726 shares for Mr. Boyden, 8,150 shares for Mr. Chia,
59,970 shares for Mr. Dunsdon, 47,380 shares for Mr. Mathew, 1,370 shares
for Mr. Pfund, 1,380 shares for Mr. Reed, 44,720 shares for Mr. Thorburn,
1,370 shares for Mr. Trice and 459,105 shares for all directors and
executive officers as a group (18 persons).
(3) International Paper Common Stock.
(4) The shares shown as beneficially owned include shares of IP Common Stock
that such persons had the right to acquire on or within 60 days after
December 25, 1999 pursuant to unexercised options under International Paper
stock option plans as follows: 20,734 shares for Mr. Acton, 26,400 shares
for Mr. Ealy, 170,700 shares for Mr. Smith, 158,353 shares for Mr. Reed,
52,874 shares for Mr. Trice and 429,061 for all directors and executive
officers as a group (18 persons).
EXECUTIVE COMPENSATION
The following table shows information with respect to the annual and
long-term compensation for services in all capacities to the Company and its
subsidiaries during the Company's fiscal years ended December 25, 1997, 1998 and
1999, paid or accrued to the Chief Executive Officer and the other four most
highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------- ----------------
AWARDS
OTHER ANNUAL ------ ALL OTHER
COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (# OF SHARES) ($)(2)
- --------------------------- ---- --------- -------- --- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
Julian W. Boyden ........... 1999 456,800 0 0 35,420 18,525
Chairman, President and 1998 435,000 285,900 0 35,910 17,507
Chief Executive Officer 1997 410,000 255,400 0 25,740 21,897
James H. Dunsdon ........... 1999 274,800 59,300 0 17,630 8,371
Executive Vice 1998 259,200 103,100 0 17,880 7,887
President 1997 240,000 120,800 0 12,090 3,600
Chia Siang Ee .............. 1999(1) 200,482 60,900 0 8,040 12,407
Vice President, Asia 1998(1) 131,783 46,453 0 8,150 13,632
Pacific
P. C. Mathew ............... 1999 247,400 0 0 9,930 8,994
Vice President, Aroma 1998 236,580 83,500 0 10,070 9,053
And Terpene Chemicals 1997 227,700 94,000 0 7,310 11,254
Peter A. Thorburn .......... 1999 233,900 0 0 8,040 9,708
Vice President, 1998 224,900 78,100 0 8,150 9,198
Chemical Sales 1997 217,300 94,000 0 6,570 11,892
</TABLE>
- ---------
(1) Compensation was converted into U.S. dollars from Singapore dollars at a
rate of U.S. $0.60/Singapore $ for 1999 and U.S. $0.58/Singapore $ for 1998.
Chia Siang Ee joined the Company on March 16, 1998.
(2) The compensation reported for Messrs. Boyden, Dunsdon, Mathew and Thorburn
represents (i) Company contributions under the Union Camp Salaried Employees
Savings and Investment Plan from December 25, 1996 through June 30, 1997
and, thereafter, under its replacement, the Bush Boake Allen Inc. Employees
Savings and Investment Plan and (ii) amounts imputed or credited to the
named executive officer for premiums paid for group life insurance. The
compensation reported for Mr. Chia represents Company contributions to the
Singapore Central Provident Fund, a Singapore government savings scheme
applicable to all Singapore citizens and permanent residents. The Company
contributions for 1999 pursuant to the Employee Savings and Investment Plan
were as follows: $14,308 for Mr. Boyden, $8,371 for Mr. Dunsdon, $7,571 for
Mr. Mathew, and $7,064 for Mr. Thorburn. The amounts imputed or credited for
life insurance premiums for 1999 were as follows: $4,217 to Mr. Boyden,
$1,423 to Mr. Mathew, and $2,644 to Mr. Thorburn. The Company contribution
for Mr. Chia in 1999 to the Central Provident Fund was $12,407.
4
<PAGE>
OPTIONS
The following two tables summarize 1999 option grants to, and exercises by,
the executive officers named in the Summary Compensation Table and the value of
the options held by them as of December 25, 1999. No stock appreciation rights
were granted in 1999.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
- -------------------------------------------------------------------------------- RATES
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM($)(3)
OPTIONS EMPLOYEES BASE PRICE EXPIRATION ---------------------
NAME GRANTED(1) IN 1999 ($/SH)(2) DATE 5%(4) 10%(5)
---- ---------- ------- --------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Julian W. Boyden............ 35,420 14.2 29.9375 5/4/09 $667,047 $1,689,977
James H. Dunsdon............ 17,630 7.1 29.9375 5/4/09 332,017 841,171
Chia Siang Ee............... 8,040 3.2 29.9375 5/4/09 151,413 383,609
P. C. Mathew................ 9,930 4.0 29.9375 5/4/09 187,007 473,785
Peter A. Thorburn........... 8,040 3.2 29.9375 5/4/09 151,413 383,609
</TABLE>
- ---------
(1) The options become exercisable three years from the date of grant, i.e., on
May 4, 2002.
(2) The exercise price is the fair market value of the underlying stock on the
date of option grant.
(3) The dollar amounts under these columns are the result of calculations at an
annual rate of 5% and 10%, and are not intended to forecast possible future
appreciation of Company Common Stock.
(4) Company Common Stock would be trading at $48.77 per share for the values
shown to be realizable, an increase in stock price which would benefit all
shareholders.
(5) Company Common Stock would be trading at $77.65 per share for the values
shown to be realizable, an increase in stock price which would benefit all
shareholders.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
VALUE OPTIONS AT OPTIONS AT FISCAL
SHARES ACQUIRED REALIZED FISCAL YEAR-END (#) YEAR-END ($)
NAME ON EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(2)
---- --------------- --- ---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Julian W. Boyden....... 0 0 124,726/35,420 510,000/0
James H. Dunsdon....... 0 0 59,970/17,630 255,000/0
Chia Siang Ee.......... 0 0 8,150/8,040 0/0
P. C. Mathew........... 0 0 47,380/9,930 255,000/0
Peter A. Thorburn...... 0 0 44,720/8,040 255,000/0
</TABLE>
- ---------
(1) On April 30, 1999, all then outstanding options became vested and
exercisable due to the change in control occasioned by the merger of Union
Camp with and into International Paper.
(2) Value is the difference between the market value of the Company's Common
Stock on December 25, 1999, i.e., $24.50 per share, and the exercise price.
5
<PAGE>
REPORT OF THE
COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
THE COMMITTEE'S FUNCTION
The Compensation Committee (the 'Committee') is composed entirely of
independent, non-employee directors. The Committee reviews and approves each
element of the Company's executive compensation program and assesses the
effectiveness of the program as a whole. The Committee approves the salaries of
the Company's Chief Executive Officer (the 'CEO') and its other executive
officers, makes awards to the CEO and other executive officers under the Bush
Boake Allen Annual Executive Incentive Plan (the 'Annual Incentive Plan') and
grants stock options under the 1994 Stock Option and Stock Award Plan (the
'Stock Option Plan').
OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM
The executive compensation program is designed to: (a) attract, retain and
motivate talented executives to work on behalf of stockholders, the Company's
employees, customers and the communities within which the Company operates; (b)
provide compensation at levels that are competitive with those provided in the
various markets where BBA competes for executive resources; (c) place a
significant portion of executive pay at risk; and (d) recognize and reward
exceptional individual accomplishments. The Company's CEO participates in the
same programs and receives compensation based on the same factors as the other
executive officers.
Under Section 162(m) of the Internal Revenue Code, beginning in 1994 a
publicly held corporation may not deduct compensation in excess of one million
dollars per year paid to the CEO or to any of the other four most highly
compensated executive officers except to the extent the compensation was paid
under compensation programs meeting tax code requirements to be considered
performance-based. The Committee believes that all of the compensation paid in
1999 to its CEO and other named executive officers was within the deduction
limits of Section 162(m). In reviewing the design of and administering the
executive compensation program, the Committee will attempt to preserve the
Company's tax deductions for executive compensation under Section 162(m) unless
this goal conflicts with the primary objectives of the Company's compensation
program.
The Committee also seeks an appropriate balance among program objectives.
Particular attention is paid to the two key objectives discussed below.
PROVIDING COMPETITIVE LEVELS OF COMPENSATION
The Committee intends to provide the Company's CEO and its executives with
total compensation that, at targeted levels of performance, according to an
independent compensation consultant retained by the Company, is competitive with
the average total compensation earned by executives who hold comparable
positions or have similar qualifications and responsibilities in the flavor and
fragrance and the aroma chemical industry and within general industry for
companies of comparable size. Those companies include some of the companies in
the peer group in the Performance Graph below, but they also include companies
in other businesses because competition for executives extends beyond such
companies. To determine average competitive levels of base salary and target
incentive compensation, the Committee regularly reviews information drawn from
various sources, including public filings and industry surveys which are
presented by an independent compensation consultant. The Committee then examines
specific salary and target incentive recommendations for the CEO and other
executive officers, considering each position's relative content,
accountability, scope of responsibility as well as the individual's performance
and experience. While the targeted value of an executive's total compensation is
generally set at average competitive levels, a large portion of an executive's
compensation is at risk and may exceed or fall below targeted levels depending
on actual performance measured against predetermined objectives.
6
<PAGE>
ENSURING THAT INCENTIVE COMPENSATION VARIES WITH PERFORMANCE
BBA's Annual Incentive Plan is designed to ensure that incentive
compensation is predictable with the financial and strategic performance of the
Company and/or its business units as measured against predetermined objectives
which are approved annually by the Committee.
OVERVIEW OF EXECUTIVE COMPENSATION AND 1999 ACTIONS
The Company's executive compensation program for its CEO and its executive
officers including the four most highly compensated executive officers shown in
the Summary Compensation Table (the 'named executive officers') has three
principal elements: base salary, the Annual Incentive Plan and the Stock Option
Plan. Following is an overview of each program element and actions taken in
1999.
BASE SALARY
Base salaries are intended to be externally competitive and internally
equitable. They reflect an individual's performance, level of responsibilities
and length of time in the position. Base salary levels are adjusted periodically
based on an individual's performance and the external market for positions of
similar scope and responsibility. Base salaries are annually targeted at average
base salary levels for similar positions in the flavor and fragrance and aroma
chemical industry and within general industry for companies of comparable size
as generally determined in connection with an independent compensation
consultant. Base salaries may be less than or exceed the targeted averages if
warranted by sustained performance.
1999 Action: The base salary for executive officers for 1999 was considered
and established by the Committee at its November 18, 1998 meeting.
Recommendations for the 1999 base salaries for the executive officers other than
the CEO were made by the CEO to the Committee based on his evaluation of the
1998 performance of each such officer. The base salary for the CEO for 1999 was
determined by the Committee based on its evaluation of his performance as chief
executive officer in 1998. The recommended base salaries for both the CEO and
the other executive officers were also based on the salaries paid to other chief
executive officers and executive officers at other companies as described under
this caption 'Base Salary' as well as, where appropriate, differing pay scales
in different areas of the world. This data was presented by and discussed with
an independent compensation consultant at the November 18, 1998 Committee
meeting.
BUSH BOAKE ALLEN ANNUAL EXECUTIVE INCENTIVE PLAN
The amount of the incentive targeted for the CEO and the Company's executive
officers including the named executive officers under the Annual Incentive Plan
was the average competitive annual incentive recommended by an independent
compensation consultant based on the average annual incentive compensation paid
to individuals in comparable positions by the comparable group referred to under
the caption 'Providing competitive levels of compensation'. The targeted
incentive compensation was based on (i) the Company and/or key business units
achieving their annual financial plan and (ii) the CEO and the named executive
officers achieving predetermined operating or strategic goals that are
established as part of the Company's annual planning and budgetary process. At
the beginning of each year the Committee reviews the operating or strategic
goals established for the CEO and the named executive officers and the financial
performance measures for the Company and its key business units.
Executives' awards are tied to the financial performance measures most
appropriate to their responsibilities. To reinforce the need for teamwork and
focus attention on overall corporate objectives, all executives have a portion
of their award tied to the financial performance measures for the Company as a
whole. While the portion of the award based on financial performance measures
for Mr. Boyden and other executive staff officers is determined solely by
corporate earnings results, the other named executive officers have a portion of
their awards based on financial performance measures linked to the performance
of the key business units for which they are responsible.
1999 Action: Incentive compensation for 1999 performance by the CEO and the
Company's executive officers was awarded by the Committee in early 2000. The
award process began in early 1999
7
<PAGE>
when the Committee established financial performance measures for the CEO and
the other executive officers. Since the Company as a whole did not achieve the
minimal level (75%) of its financial performance measure, the CEO and executive
officers whose award was based solely on Company earnings results received no
award for 1999 performance under the Annual Executive Incentive Plan, and the
portion of the targeted incentive based on Company financial performance measure
for all other executive officers decreased. The earnings results of the key
business units varied and executive officers responsible for these key business
units had their targeted incentives adjusted accordingly.
In addition, at the beginning of 1999, a number of specific operational and
strategic goals were established and approved by the Committee. These goals were
weighted and the CEO and the executive officers had to accomplish these goals in
order to receive the targeted awards after those targeted awards were adjusted
for achievement of the financial performance measure. The Committee regards the
specific operational and strategic goals as competitively sensitive information.
Since those executive officers who had achieved their minimal financial
performance measure met some but not all of these goals, the Committee approved
further adjustments of their incentives in accordance with each's performance.
1994 STOCK OPTION AND STOCK AWARD PLAN
Stock options are the final element of the Company's compensation for its
CEO and executive officers. The primary objective of issuing stock options is to
encourage the CEO and the officers of the Company to maintain an equity interest
in the Company and provide financial incentives linked to the future performance
of the Company's Common Stock.
1999 Action: Stock option award levels are based on a present value
represented by a percentage of the midpoint of the pay grade of recipients,
including the CEO and the executive officers. Present value is then converted to
stock options by a calculation using a version of the Black-Scholes formula. The
present value amount is intended to (1) yield a competitive total compensation
package, when combined with base salary and incentive targets, for comparable
positions as recommended by the independent consultant, and (2) place at risk an
appropriate portion of the CEO's and executive officers' total compensation by
linking its eventual value to the future performance of the Company's Common
Stock. The Committee approved stock option grants in May 1999 based on this
methodology and the recommendation of the independent consultant. The Committee
reviews this methodology each year it grants options and does not consider the
amount of stock options previously awarded in determining the size of a grant of
stock options under the Stock Option Plan. The stock options granted to the CEO
and the named executive officers in 1999 are shown in the Option Grants table.
CONCLUSION
The Committee believes that the Company's emphasis on variable pay and the
compensation programs' direct link to both short and long-term financial
performance, as well as stock performance, tie executive pay to critical
measures of corporate performance.
Compensation Committee:
William H. Trice
L. Robert Pfund
James M. Reed
8
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STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return of BBA
Common Stock, the S & P 500 Composite--500 Stock Index, and an index of a peer
group, for the period of five years beginning December 25, 1994 and ending on
December 25, 1999 assuming that the value of the investment in BBA Common Stock
and each index was $100 on December 25, 1994 and that all dividends were
reinvested. The peer group index is comprised of the following companies:
Alberto-Culver Company, Avon Products, Inc., Block Drug Company, Inc., Church &
Dwight Inc., Crompton & Knowles Corp., Ecolab Inc., Ethyl Corporation, Helene
Curtis Industries, Inc. (from December 25, 1994--December 25, 1995, when it
ceased to trade publicly), Hershey Foods Corp., International Flavors &
Fragrances Inc., McCormick & Company, Inc., Morton International, Inc., NCH
Corporation, Nalco Chemical Company, The Quaker Oats Company, Ralston Purina
Company, Tambrands Inc. (from December 25, 1994--December 25, 1996, the last
full year it traded publicly), Wm. Wrigley Jr. Company and W. R. Grace &
Company. The performance of the peer group is weighted based on market
capitalization.
TOTAL CUMULATIVE SHAREHOLDER RETURN FOR
PERIOD ENDING DECEMBER 25, 1999
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
DECEMBER 25..... 1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bush Boake Allen Inc. 100.00 108.37 103.94 104.19 133.99 96.55
- -------------------------------------------------------------------------------------
S&P 500 100.00 136.56 171.37 216.70 289.28 348.44
- -------------------------------------------------------------------------------------
Peer Group 100.00 124.85 150.11 188.48 205.15 181.48
- -------------------------------------------------------------------------------------
</TABLE>
RETIREMENT PLANS
Mr. Boyden and the other named executives, except Mr. Chia, participate in
the BBA Pension Scheme and the BBA Executive Pension Scheme as deferred members.
As of February 1997, the BBA Executive Pension Scheme was merged with the larger
BBA Pension Scheme (collectively the 'BBA Pension Scheme'). The years of
pensionable service credited under the BBA Pension Scheme are 31 for Mr. Boyden,
29 for Mr. Dunsdon, 18 for Mr. Thorburn and 14 for Mr. Mathew.
The BBA Pension Scheme is a defined benefit arrangement, funded solely by
company contributions, and is exempt approved under the United Kingdom Income &
Corporation Taxes Act 1988. An enhanced level of benefit is granted, at the
discretion of the company, to a limited number of executives who have attained a
predetermined employment grade based primarily on the level of job
responsibility. The participants who have been granted enhanced benefits are Mr.
Boyden and the other named executives, except Mr. Chia, and three other
executives based in the United Kingdom.
The calculation of benefits under the BBA Pension Scheme is directly linked
to pensionable service and final average compensation, which includes base
salary and bonuses (see 'Summary Compensation Table' above), as well as certain
ancillary benefits in kind, received by the member during the 36 consecutive
most highly compensated months of the 120 months preceding retirement ('Final
Pensionable Salary').
9
<PAGE>
The amount of benefit provided for participating members is 1.6667% of Final
Pensionable Salary for each year, and completed months of pensionable service,
subject to the benefits payable not exceeding limits imposed by the UK Inland
Revenue regulations, which are reflected in the table shown below.
The table shows the approximate pension payable under the BBA Pension Scheme
and assumes retirement at age 65 and Final Pensionable Salary and years of
pensionable service in the classifications indicated. Such benefits are not
subject to deduction for social security benefits or other offset amounts.
BBA PENSION SCHEME
APPROXIMATE ANNUAL PENSION AT AGE 65
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
FINAL PENSIONABLE SALARY 15 20 25 30 35 40
- ------------------------ -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$100,000............... $ 25,000 $ 33,300 $ 41,700 $ 50,000 $ 58,300 $ 66,700
200,000............... 50,000 66,700 83,300 100,000 116,700 133,300
300,000............... 75,000 100,000 125,000 150,000 175,000 200,000
400,000............... 100,000 133,300 166,700 200,000 233,300 266,700
500,000............... 125,000 166,700 208,300 250,000 291,700 333,300
600,000............... 150,000 200,000 250,000 300,000 350,000 400,000
700,000............... 175,000 233,300 291,700 350,000 408,300 466,700
800,000............... 200,000 266,700 333,300 400,000 466,700 533,300
900,000............... 225,000 300,000 375,000 450,000 525,000 600,000
</TABLE>
The calculation of the amounts shown above assumes that employees remain in
service of the company until age 65 and that the BBA Pension Scheme continues in
its present form. The employee receives the benefit shown for life and a
surviving spouse receives a benefit of fifty percent of such amount for life
following the employee's death after retirement.
The Pension Plan for Eligible Employees of BBA in the United States (the
'Retirement Plan') in which Messrs. Boyden, Dunsdon, Mathew and Thorburn
participate is a defined benefit plan and is funded solely by Company
contributions. The calculation of benefits under the Retirement Plan is based
upon final average earnings. Final average earnings are determined by dividing
by five the sum of all compensation, including base salary and bonuses (see
'Summary Compensation Table' above), as well as any ancillary benefits in kind
and certain vacation payments, received by the member during the 60 consecutive
most highly compensated months of the 120 months preceding retirement (the
'Final Average Earnings'). The amount of the retirement benefit provided to a
participating employee under the Retirement Plan equals the product of the sum
of 1.05% of the participating employee's Final Average Earnings plus .45% of
those Final Average Earnings in excess of the average applicable Social Security
wage base at the date of retirement, multiplied by the number of years of
credited service of the employee with the Company. Benefits under the Retirement
Plan are not subject to any deduction for Social Security benefits or other
offset amounts. To the extent that retirement benefits payable exceed
limitations imposed by the Internal Revenue Code of 1986, as amended (the
'Code'), with respect to payments from tax qualified trusts, such excess amounts
will not be paid from a qualified trust fund, but will be paid by the Company
under its supplemental retirement plan on an unfunded basis out of its general
assets.
10
<PAGE>
The following table shows the approximate annual pension payable under the
Retirement Plan to Messrs. Boyden, Dunsdon, Mathew and Thorburn assuming
retirement at age 65 and Final Average Earnings and years of service in the
classifications indicated.
BBA RETIREMENT PLAN
APPROXIMATE ANNUAL PENSION AT AGE 65
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVERAGE --------------------------------------------------------------------------
EARNINGS 10 15 20 25 30 35 40
-------- -- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000............. $ 13,400 $ 20,100 $ 26,800 $ 33,600 $ 40,300 $ 47,000 $ 53,700
200,000............. 28,400 42,600 56,800 71,100 85,300 99,500 113,700
300,000............. 43,400 65,100 86,800 108,600 130,300 152,000 173,700
400,000............. 58,400 87,600 116,800 146,100 175,300 204,500 233,700
500,000............. 73,400 110,100 146,800 183,600 220,300 257,000 293,700
600,000............. 88,400 132,600 176,800 221,100 265,300 309,500 353,700
700,000............. 103,400 155,100 206,800 258,600 310,300 362,000 413,700
800,000............. 118,400 177,600 236,800 296,100 355,300 414,500 473,700
900,000............. 133,400 200,100 266,800 333,600 400,300 467,000 533,700
</TABLE>
The calculation of the amounts shown above assumes that these executives
remain in the service of the Company until age 65, that the retirement programs
are continued in their present form and that each of them receives the benefits
in the form of a single life annuity. As of December 25, 1999, Messrs. Boyden
and Thorburn were each credited with 5 years, Mr. Mathew credited with 4 years,
and Mr. Dunsdon credited with 3 years, of vested service under the Retirement
Plan.
RELOCATION RETIREMENT PLAN
The Bush Boake Allen Inc. Relocation Retirement Income Plan for Executives
(the 'Relocation Plan'), in which Messrs. Boyden, Dunsdon, Mathew and Thorburn
participate, is a non-qualified defined benefit plan funded solely by Company
contributions. The Relocation Plan is designed, in part, to provide participants
who have worked for the Company outside the United States, and who then
transferred to the Company in the United States, with pension benefits
calculated as if they worked for their entire careers in the United States.
Benefits under the Relocation Plan equal (1) the amount that a covered
participant would have received under the Retirement Plan (without regard to
limitations imposed by the Code) had the participant served all years of
employment with the Company in the United States, minus (2) the participant's
actual benefits payable at retirement under the Retirement Plan (without regard
to limitations imposed by the Code) and the BBA Pension Scheme. Benefits payable
under the Relocation Plan will be paid by the Company on an unfunded basis out
of its general assets, and will be paid at the same time and in the same form as
the participant is paid under the Retirement Plan.
Messrs. Boyden, Dunsdon, Mathew and Thorburn were granted, respectively,
26.5, 27.4, 11.2 and 13.5 years of foreign service for purposes of the
Relocation Plan.
The estimated annual benefits payable under the Relocation Plan upon
retirement at age 65 to Messrs. Boyden and Dunsdon are, respectively, $144,272
and $48,968. Estimated payments to Messrs. Mathew and Thorburn are zero. This
calculation assumes that the participants remain in service with the Company
until age 65 at their present compensation and that the Relocation Plan,
Retirement Plan and BBA Pension Scheme all continue in their present forms.
SEVERANCE ARRANGEMENTS
The individuals named in the Summary Compensation Table and five other
executive officers have agreements with the Company which provide that if,
following a 'change in control' of the Company or Union Camp, the Company
terminates the executive's employment without 'cause' (other than for
disability) or the executive terminates his employment for 'good reason' (as
such terms are defined in the severance agreements), the executive will receive
from the Company as a severance benefit a lump
11
<PAGE>
sum payment equal to two and one-half times the sum of such executive's annual
salary and two and one-half times the amount of his normal bonus opportunity (as
such term is defined in the severance agreements). A 'change in control' is
defined generally to include significant changes in the stock ownership or board
of directors of the Company or Union Camp, or either's dissolution (and has
occurred as to Union Camp upon its merger with and into International Paper on
April 30, 1999). 'Good reason' is defined generally to include certain
reductions in duties or reporting responsibilities, certain unapproved
relocations, certain reductions in compensation or benefits and material
breaches of the agreement by the Company. 'Cause' is defined generally to cover
certain failures to perform duties to the Company or willfully engaging in
conduct injurious to the Company. An executive officer would also be entitled to
continue to receive certain benefits for thirty months. The Company will also
make an additional payment to the executive to ensure that the components of the
severance benefit described above that are multiples of salary and bonus will
not be subject to net reduction due to the imposition of excise taxes under
section 4999 of the Code. The individual severance agreements provide for the
distribution to the executives of their benefits under the Company's
supplemental retirement plan promptly following both a change in control of the
Company or Union Camp and termination, as noted above.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The discussion set forth below includes summaries of significant terms of
various agreements between the Company and International Paper.
TRANSACTIONS WITH PRINCIPAL STOCKHOLDER
The Company and Union Camp entered into various agreements in 1994 which
initially provided for the transition of the Company from a wholly-owned
subsidiary of Union Camp to a public company and which governed certain ongoing
relationships between the Company and Union Camp. These agreements, to the
extent then outstanding, were assumed by International Paper upon Union Camp's
merger with and into International Paper on April 30, 1999.
Services Agreement. Prior to the 1994 initial public offering of the
Company's Common Stock, Union Camp provided to the Company certain
administrative services, including treasury activities, employee benefit
administration, human resource administration, environmental, tax, risk
management, legal, accounting, safety and health administration, transportation
logistics, corporate communication and research and development activities. The
Company entered into a Services Agreement with Union Camp under which Union Camp
agreed to continue to make these services available to the Company. Any or all
of the services covered by the Services Agreement may be terminated by either
party upon ninety days prior written notice. The obligations of Union Camp, and
now International Paper, under the Services Agreement are subject to the
reasonable demands and requirements of its ongoing operations. The rates charged
to the Company under the agreements approximate the fair market value of the
services to be provided by the Company. None of these services agreements other
than that involving research and development have been terminated through the
end of 1999.
Technology Agreement. Union Camp and the Company each granted (or caused one
or more of their subsidiaries to grant) to each other an irrevocable,
non-exclusive, royalty-free license to use their respective patents, patent
applications, know-how and trademarks that are used or useful in their
respective businesses.
Supply Agreement. The Company and Union Camp entered into a Supply Agreement
relating to the terms and conditions pursuant to which the Company will purchase
turpentine from Union Camp as well as the procurement of turpentine by Union
Camp from other sources for sale to the Company, in each case at approximately
fair market value.
Tax Allocation Agreement. The Company entered into a tax allocation
agreement with Union Camp in 1994. Under terms of this agreement Union Camp and
the Company agreed to mutually indemnify each other against potential claims,
assessments or adjustments made by any taxing authority with respect to any tax
position taken by the Company or Union Camp for periods prior to the 1994
initial public offering of the Company's common stock.
12
<PAGE>
Cross-Indemnification Agreement. The Company and Union Camp entered into an
agreement whereby each party is required to indemnify the other party against
liabilities relating to the business of the indemnifying party as it has been
conducted prior to the 1994 initial public offering of the Company's Common
Stock, including Union Camp's agreement to indemnify the Company against all
liabilities relating to the operations and business of the Company's
Jacksonville facility at any time up to and including December 31, 1986, after
which date the Jacksonville facility was operated as part of BBA.
Registration Rights Agreement. The Company and Union Camp entered into a
Registration Rights Agreement pursuant to which the Company has granted certain
registration rights to Union Camp and certain of its affiliates with respect to
the shares of Common Stock of the Company owned by Union Camp or acquired by any
such affiliate from Union Camp following the Company's initial public offering.
In the event that the Company proposes to register any of its shares of Common
Stock for sale under the Securities Act of 1933, as amended (the 'Securities
Act'), Union Camp is entitled to require the Company to include all or a portion
of the shares of Common Stock of the Company held by Union Camp or its
affiliates, subject to the restrictions set forth in the Registration Rights
Agreement. Union Camp also received the right to require that the Company
register all or a portion of the Common Stock of the Company held by Union Camp
or its affiliates for sale under the Securities Act three times, subject to the
terms of the Registration Rights Agreement. The Company's obligations are
subject to limitations relating to a minimum number of shares of Common Stock of
the Company required for any such registration, the timing of registration and
other similar matters. The Company is obligated to pay all expenses incidental
to any such registration, excluding underwriters' discounts and certain legal
fees and expenses. The Company agreed to indemnify Union Camp for certain
liabilities, including liabilities under the Securities Act, in connection with
any such registration. Under the Registration Rights Agreement, Union Camp and
certain of its affiliates have the right to transfer their respective rights to
a transferee other than pursuant to a public offering, and such rights were
transferred by Union Camp to International Paper.
PROPOSAL 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP has been recommended by the Audit Committee and
appointed by the Board of Directors, subject to ratification by the
stockholders, to make an examination of the financial statements of the Company
and its subsidiaries for the 2000 fiscal year. PricewaterhouseCoopers LLP has
been the Company's independent auditors since it became a public company in May
1994.
The Company expects that a representative of PricewaterhouseCoopers LLP will
be present at the Annual Meeting and will be available to respond to appropriate
questions from stockholders. The representative from PricewaterhouseCoopers LLP
will have an opportunity to make a statement at the meeting if he or she so
desires.
The Board of Directors recommends that you vote FOR this proposal. The
accompanying proxy will be voted FOR the proposal unless a contrary
specification is made. The Proposal will have been adopted if more votes are
cast in favor of it than are cast against it.
OTHER MATTERS
The Board of Directors has at this time no knowledge of any matters to be
brought before the Annual Meeting other than those referred to above. However,
if any other matters properly come before the meeting, it is the intention of
the persons named in the accompanying form of proxy to vote in accordance with
their judgment on such matters. The Company's bylaws provide that stockholders
who wish to nominate any person for election as a director or to propose the
transaction of any business at the Annual Meeting must give the Company's
Secretary written notice of such intent at least sixty (60) days in advance of
the day established by the bylaws as the date of the Annual Meeting (the first
Wednesday in May). Such notice must contain the information required by the
bylaws and, in the event of a nomination for director, such additional
information as is required to be included in a proxy
13
<PAGE>
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the person been nominated by the Board of Directors.
STOCKHOLDER PROPOSALS
Any proposal of a stockholder for presentation at the 2001 Annual Meeting of
the Stockholders of the Company must be received by the Company not later than
November 21, 2000 for inclusion in the Company's 2001 Proxy Statement and Proxy.
EXPENSES
This proxy solicitation is being made on behalf of the Company and all
expenses in connection with solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by use of the mails, certain
directors, officers and regular employees of the Company may solicit the return
of proxies in person and by telephone and other means of telecommunication. The
Company will reimburse brokers and other nominees for their expenses in
forwarding soliciting materials to beneficial owners of the stock held of record
by such persons.
By Order of the Board of Directors
DENNIS M. MEANY
Secretary
March 22, 2000
14
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<PAGE>
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<PAGE>
[logo]
APPENDIX 1
BUSH BOAKE ALLEN INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
STOCKHOLDERS MAY 3, 2000
The undersigned hereby appoints JULIAN W. BOYDEN, FRED W. BROWN, JR. and
DENNIS M. MEANY, and each of them, proxies, with power of substitution and
revocation, to vote all Common Stock of BUSH BOAKE ALLEN INC. standing in the
name of the undersigned at the annual meeting of stockholders of said
corporation at the Woodcliff Lake Hilton, 200 Tice Boulevard, Woodcliff Lake,
N.J. on Wednesday, May 3, 2000 at 11:00 A.M., and any and all adjournments
thereof, with all the powers which the undersigned would possess if personally
present, upon and in respect of the following matters and in their discretion
for the transaction of such other business as may properly come before the
meeting; all as set forth in the Proxy Statement dated March 22, 2000.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE
REVERSE SIDE. IN THE ABSENCE OF ANY INSTRUCTIONS, SUCH SHARES WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES AS DIRECTORS AND FOR THE RATIFICATION OF
INDEPENDENT ACCOUNTANTS, ALL AS REFERRED TO ON THE REVERSE SIDE.
(Continued, and to be SIGNED on the reverse side.)
BUSH BOAKE ALLEN INC.
P.O. BOX 11330
NEW YORK, N.Y. 10203-0330
<PAGE>
DETACH PROXY CARD HERE
- -------------------------------------------------------------------------------
[ ]
<TABLE>
<CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
<S> <C> <C> <C>
(1) Election of Directors FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below
Nominees: P.L. Acton, J.W. Boyden, C.C. Ealy, L.R. Pfund, J.M. Reed, C.W. Smith, W.H.Trice
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTION" BOX AND WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
*Exceptions_________________________________________________________________________________
(2) Ratification of appointment of independent accountants. FOR [ ] AGAINST [ ] ABSTAIN [ ]
</TABLE>
Change of Address and
or Comments Mark Here [ ]
Please sign exactly as your name appears. If Executor, Trustee, etc., give
full title. If stock is registered in two names, both should sign.
Dated:_________________________________________________________. 2000
_____________________________________________________________________
Signature(s)
_____________________________________________________________________
Signature(s)
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. [ ]
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE
