Agri-Nutrition Group Limited
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 5, 1998
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
Agri-Nutrition Group Limited (the "Company") will be held at 2:00 p.m. local
time on Thursday, March 5, 1998, at the Radisson Hotel St. Louis Airport, 11228
Lone Eagle Drive, Bridgeton, Missouri 63044 for the following purposes:
1. to elect two Class 2 Directors to serve on the Board for a
three-year term; and
2. to transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on January 12,
1998 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting and at any adjournments thereof.
If you are unable to attend the meeting, you are requested to complete,
sign, date, and return the accompanying proxy in the enclosed postage-paid
return envelope so that your shares will be represented.
By Order of the Board of Directors,
Robert J. Elfanbaum
Secretary
Maryland Heights, Missouri
February 5, 1998
<PAGE>
Agri-Nutrition Group Limited
Riverport Executive Center II
13801 Riverport Drive, Suite 111
Maryland Heights, Missouri 63043
(314) 298-7330
PROXY STATEMENT
FOR THE
1998 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of the Common Stock of
Agri-Nutrition Group Limited (the "Company") in connection with the solicitation
on behalf of the Board of Directors of the Company of proxies to be used in
voting at the annual meeting of stockholders to be held on March 5, 1998 and any
adjournments thereof.
The enclosed proxy is for use at the meeting if the stockholder will
not be able to attend in person. Any stockholder who executes a proxy may revoke
it at any time before it is voted by delivering to the Secretary of the Company
either an instrument revoking the proxy or a duly executed proxy bearing a later
date. A proxy also may be revoked by any stockholder present at the meeting who
expresses a desire to vote his shares in person.
All shares represented by valid proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the shares will be voted
in favor of the election of Bruce G. Baker and Robert W. Schlutz to serve as a
Class 2 Directors of the Company for a term of three years.
Only the holders of Common Stock of record at the close of business on
January 12, 1998 are entitled to vote at the meeting. On such date, 9,316,780
shares of Common Stock were outstanding. Each share is entitled to one vote on
each matter to be voted upon at the meeting. A majority of such shares is
required to be represented to constitute a quorum for holding the meeting. The
failure of a quorum to be represented at the meeting will necessitate
adjournment and will subject the Company to additional expense.
The Notice of Annual Meeting of Stockholders, this Proxy Statement, the
accompanying proxy, and the 1997 Annual Report to Stockholders were first mailed
to stockholders on or about February 5, 1998.
<PAGE>
ELECTION OF DIRECTORS
The Company's Articles of Incorporation and Bylaws provide that the
number of Directors of the Company shall be not less than five nor more than
thirteen. In addition, they provide for the division of the Board of Directors
into three classes, designated Class 1, Class 2, and Class 3, with staggered
terms of three years. The terms of Class 1, Class 2, and Class 3 Directors
expire in 1999, this year, and 2000, respectively.
The Board currently consists of five members. W.M. Jones, Jr. and Robert E.
Hormann are Class 1 Directors, Bruce G. Baker and Robert W. Schlutz are Class 2
Directors, and Alec L. Poitevint, II is a Class 3 Director. At the meeting, two
Class 2 Directors are to be elected to serve for a term of three years and until
their successors are duly elected.
The Company's Bylaws provide for the election of Directors by the
affirmative vote of the majority of shares represented at a meeting and entitled
to vote for the election of Directors.
Directors and Nominees
Bruce G. Baker, who has been President and Chief Executive Officer of
the Company since November 1, 1996 and a Director of the Company since August
1993, has been nominated by the Board to serve as a Class 2 Director for a
three-year term. Robert W. Schlutz, who has been a Director of the Company since
September 1993, has also been nominated by the Board to serve as a Class 2
Director for a three-year term. The following table sets forth certain
information with respect to the nominees and Company's other Directors:
Name Age Position
- ------------------------ --- ----------------------------
Alec L. Poitevint, II 50 Chairman
Robert E. Hormann 61 Vice Chairman
Bruce G. Baker 54 Director, President and Chief
Executive Officer
W. M. Jones, Jr. 65 Director and Vice President -
Development
Robert W. Schlutz 62 Director
Alec L. Poitevint, II has been the Company's Chairman since February 1,
1997 and a Director since January 1996. Mr. Poitevint has been Chairman and
President of Southeastern Minerals, Inc. and its affiliated companies since 1981
and 1976, respectively. Southeastern Minerals Inc. is a manufacturer and
distributor of mineral premixes and ingredients for animal feed - domestic and
international markets. Since May 1991, he has served as Director of the American
Feed Industry Insurance Company, Des Moines, Iowa, and from May 1994 to April
1995, he served as Chairman of the American Feed Industry Association ("AFIA").
He is a director of the Georgia Agribusiness Council and a life member of the
Poultry Leader Round Table of the Georgia Poultry Federation, and in 1988 and
1989 he served as Chairman of the National Feed Ingredients Association. He also
has served in various capacities relating to Eastern European agricultural trade
and market development, including Director of the International Republican
Institute from March 1992 through January 1997. In addition, Mr. Poitevint
currently serves as Treasurer of the Republican National Committee and during
1996 served as Treasurer of the Republican National Convention, a member of the
RNC Budget Committee, and Republican National Committeeman for Georgia. He has
served as the Vice Chairman and a director of the First Port City Bank,
Bainbridge, Georgia since January 1994 and February 1989, respectively.
2
<PAGE>
Robert E. Hormann has been the Company's Vice Chairman since August 1996
and a Director since September 1993. He has been President and a director of
Durvet, Inc., a national animal health marketing, warehousing, and distribution
company, since 1975. From 1970 to 1975, Mr. Hormann was Advertising Sales
Manager for Miller Publishing Company, and prior thereto he held various
positions in field sales and product management with Abbot Laboratories and Olin
Mathieson Chemical Corporation. Mr. Hormann has served as Director of the AFIA
and Chairman of its Animal Health Committee. He is currently a member of the
Board of Delegates of the National Association of Wholesalers and Distributors.
Bruce G. Baker has been President and Chief Executive Officer of the
Company since November 1, 1996. From March 1994 through October 1996, he was
Vice President and Deputy Chief Executive Officer of the Company, and he has
been a Director since August 1993. From 1965 to February 1993, he held various
management positions with Ralston Purina and Purina Mills, including Vice
President Research and Marketing of Purina Mills from 1990 to February 1993.
This was preceded by responsibilities as Vice President - Consumer Group,
directing research, marketing, manufacturing, sales, and administration for a
division of Purina Mills. Mr. Baker also has served in various capacities
relating to European, Canadian, and Mexican market development.
W. M. "Dub" Jones, Jr. has been a Director of the Company since
September 1993. From March 1994 through October 1996, Mr. Jones was the
Company's President and Chief Executive Officer and from September 1993 through
January 31, 1997, he was its Chairman. Mr. Jones was President and Chief
Executive Officer of Purina Mills, the world's largest producer of animal feed,
from 1981 to 1988. He was Chief Executive Officer of BP Nutrition America,
including Purina Mills and BP's other agriculture companies in North America,
from January 1988 to February 1989, and from October 1986 to February 1989, he
was a director of BP Nutrition. Prior to 1981, Mr. Jones was Corporate Vice
President of Purina Mills' Chow Division and Group Vice President of its Produce
Products Division. Mr. Jones has served as Chairman of the AFIA.
Robert W. Schlutz has been a Director of the Company since September
1993. Since 1970, he has been President of Schlutz Enterprises, Inc., which owns
and operates Kentucky Fried Chicken franchises and various other business and
real estate development properties. Mr. Schlutz currently serves on the Board of
Directors of I.E.S. Industries, Inc., a public utility company, and the Iowa
State Fair, and, until recently, served on the Board of Directors of MidAmerica
Savings Bank and the National Certified Angus Beef Board. He also served for
eight years on the Iowa Environmental Protection Commission, including six years
as President.
Certain Board Information
The Board of Directors supervises the management of the Company as
provided by Delaware law. The Board has established two committees, the Audit
Committee and the Compensation Committee. The Audit Committee makes
recommendations for selection of the Company's independent auditors, reviews the
annual audit reports of the Company, and reviews audit and any non-audit fees
paid to the Company's independent auditors. The Compensation Committee is
responsible for supervising the Company's executive compensation policies,
administering the employee incentive plans, reviewing officers' salaries,
approving significant changes in executive employee benefits, and recommending
to the Board such other forms of remuneration as it deems appropriate. The
members of the Audit Committee are Messrs. Hormann, Jones, and Schlutz, and the
members of the Compensation Committee are Messrs. Poitevint, Hormann, and
Schlutz.
3
<PAGE>
The Board of Directors held five meetings and acted by unanimous consent
on four occasions during the fiscal year ended October 31, 1997. The Audit
Committee held one meeting and the Compensation Committee held two meetings
during such period. All of the Company's Directors attended at least 75 percent
of the meetings of the Board and of the committees of which they were members.
The Board of Directors has no nominating committee.
Directors of the Company are reimbursed for out-of-pocket expenses in
connection with attendance at meetings. Non-employee Directors receive an annual
retainer of $10,000 per year, $7,000 of which is payable in Common Stock and
$3,000 of which is payable in cash, plus $500 for each meeting attended. In
addition, non-employee Directors are awarded options to purchase 5,000 shares of
Common Stock upon election to the Board and options to purchase 1,000 shares of
Common Stock annually thereafter. Each such option has an exercise price of the
market value of the Company's Common Stock on the date of grant, and becomes
exercisable in three equal annual installments beginning on the first
anniversary of the date of grant. The Company's Chairman receives $75,000 per
year, $50,000 of which is payable in cash and $25,000 of which is payable in
Common Stock.
The Board of Directors unanimously recommends that the stockholders vote
FOR the election of Messrs. Baker and Schlutz as Class 2 Directors to serve for
terms of three years. Election of Directors requires the affirmative vote of a
majority of the shares represented in person or by proxy at the meeting. Shares
represented by the enclosed proxy will be voted for the election of Messrs.
Baker and Schlutz unless authority is withheld. If for any reason Messrs. Baker
and Schlutz are not candidates for election as Directors at the meeting as the
result of an event not now anticipated, the shares represented by the enclosed
proxy will be voted for such substitute(s) as shall be designated by the Board.
Executive Compensation
The following table sets forth compensation for the fiscal years ended
October 31, 1997, 1996, and 1995 earned by the Chief Executive Officer and each
of the most highly compensated executive officers whose individual remuneration
on an annual basis exceeded $100,000 during the fiscal year ended October 31,
1997 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Name and Year Ended Shares Underlying All Other
Principal Position October 31 Salary Bonus Options Compensation
- ------------------- -------------- -------- ------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Bruce G. Baker (1) 1997 $ 195,000 $ - - $ 25,291(2)
President and Chief 1996 180,000 - 100,000 25,071
Executive Officer 1995 180,000 90,000 - 8,440
Robert J. Elfanbaum 1997 $ 96,000 10,000 20,000 $ 5,505(3)
Chief Financial 1996 72,166 12,000 60,000 4,197
Officer 1995 62,293 7,000 - 4,380
</TABLE>
(1) Mr. Baker became the Company's President and Chief Executive Officer
effective November 1, 1996. During the fiscal years ended October 31,
1995 and 1996, Mr. Baker served as the Company's Vice President and
Deputy Chief Executive Officer.
(2) Includes an automobile allowance of $12,000, matching contributions by
the Company under its 401(k) savings plan of $4,750 and premiums and
allowances in connection with various life and health insurance
policies.
4
<PAGE>
(3) Includes matching contributions by the Company under its 401(k) savings
plan of $1,168 and premiums in connection with various life and health
insurance policies.
Stock Option Grants
The following table contains information concerning the grant of stock
options to each of the Named Executives during the fiscal year ended October 31,
1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
Percent of Potential Realizable
Number of Total Shares Value at Assumed
Shares Underlying Options Annual Rates
Underlying Granted to Per Share of Stock Price
Options Employees in Exercise Expiration Appreciation
Name Granted Fiscal Year Price Date 5% 10%
- ------------------ ----------- ---------------- -------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Elfanbaum 15,000(1) 7.8% $1.4375 6/30/05 $ 9,790 $ 23,260
5,000(2) 2.6% $1.4375 11/28/05 $ 3,477 $ 8,350
</TABLE>
(1) Consists of statutory stock options granted in July 1995, the terms of
which were amended during the fiscal year ended October 31, 1997,
10,000 shares of which are currently exercisable and 5,000 shares of
which will be exercisable on July 3, 1998. See "Repricing of Options."
(2) Consists of statutory stock options granted in December 1995, the terms
of which were amended during the fiscal year ended October 31, 1997,
2,500 shares of which are currently exercisable and 2,500 shares of
which will be exercisable on December 1, 1998. See "Repricing of
Options."
Option Exercises and Holdings
The following table sets forth information concerning the exercise of
options during the fiscal year ended October 31, 1997 and the value of
unexercised options held as of the end of the fiscal year with respect of each
of the Named Executives.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Value Options at 10/31/97 Options at 10/31/97(1)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Bruce G. Baker - - 100,000 - - -
Robert J. Elfanbaum - - 52,500 27,500 $ 5,781 $ 2,969
</TABLE>
(1) Calculated by multiplying the number of shares underlying options by
the difference between the closing price of the Common Stock on the
NASDAQ National Market on October 31, 1997 and the exercise price of
the options.
Repricing of Options
The following table sets forth information concerning the repricing of
options held by Named Executives during the fiscal year ended October 31, 1997.
5
<PAGE>
OPTION REPRICING
<TABLE>
<CAPTION>
Length of
Number of Market Original Option
Shares Price of Exercise Term
Underlying Stock at Price at Remaining at
Options Time of Time of New Date of
Date of Repriced or Repricing or Repricing or Exercise Repricing or
Name Amendment Amended Amendment Amendment Price Amendment
- ------- ------------- ------------- ------------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert J.
Elfanbaum (1) 9/18/97 15,000 $1.4375 $3.50 $1.4375 7 years
9/18/97 5,000 $1.4375 $2.00 $1.4375 7 years
</TABLE>
(1) See "Option Grants in Last Fiscal Year" for further information regarding
these options.
The Company repriced previously issued options to its Chief Financial Officer as
set forth above in order to provide him with additional incentive to contribute
to the Company's long-term success. No options held by any other individuals who
are currently executive officers of the Company have been repriced since the
Company's inception.
BOARD OF DIRECTORS
Alec L. Poitevint, II
Robert E. Hormann
Bruce G. Baker
W.M. Jones, Jr.
Robert W. Schlutz
Employment Agreements
The Company has entered into employment agreements with Bruce G. Baker
to serve as President and Chief Executive Officer effective November 1, 1996,
and with Robert J. Elfanbaum to serve as Chief Financial Officer effective
August 23, 1996.
Mr. Baker's employment agreement, which has a remaining term of four
years, provides that he is entitled to an annual salary of at least $195,000. In
addition, at the end of each fiscal year during the term of the agreement, Mr.
Baker may be granted, at the discretion of the Compensation Committee, a cash
bonus of up to 120% of his salary and/or a performance-based stock bonus. The
agreement also provides for participation in all benefit plans, including health
care plans, maintained by the Company for salaried employees, reimbursement for
that portion of his and his covered dependents' expenses actually incurred but
not reimbursed under the Company's health care plans, and a car allowance of
$1,000 per month. In the event Mr. Baker's employment is terminated without
cause or as the result of a change in control, he is entitled to receive (i) his
salary through October 31, 1999, (ii) $10,000 per month for a period of 24
months commencing on (A) November 1, 1999, in the event such termination occurs
on or before October 31, 1999, or (B) the date of such termination, in the event
that such termination occurs after such date, and (iii) the benefits,
reimbursement, and allowance described above for so long as he is entitled to
receive other payments from the Company. In the event Mr. Baker terminates the
agreement, he is entitled to receive his salary and such benefits,
reimbursement, and allowance for a period of one year following termination.
Mr. Elfanbaum's employment agreement, which has a remaining term of two
years, provides that he is entitled to an annual salary of at least $96,000. In
addition, at the end of each fiscal year during the term of the agreement, Mr.
Elfanbaum may be granted, at the discretion of the Compensation
6
<PAGE>
Committee, a cash bonus of up to 100% of his salary and/or a performance-based
stock bonus. The agreement also provides for participation in all benefit plans,
including health care plans, maintained by the Company for salaried employees.
In the event Mr. Elfanbaum's employment is terminated without cause, he will be
entitled to his salary for a period of two months following such termination;
provided however, if Mr. Elfanbaum is terminated because of a "change of
control", as defined in the agreement, he is entitled to receive his salary for
a period of twenty four months from the date such termination occurs.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for supervising the Company's
executive compensation policies, administering the employee incentive plans,
reviewing officers' salaries, approving significant changes in executive
employee benefits, and recommending to the Board such other forms of
remuneration as it deems appropriate. The Compensation Committee is composed of
three Directors who are not employees of the Company.
Compensation Philosophy
The Company's executive compensation program is designed to attract,
retain, and motivate a highly qualified and experienced senior management team.
The Compensation Committee believes that these objectives can best be obtained
by directly tying executive compensation to meeting annual and long-term
financial performance goals and to appreciation in the Company's stock price. In
accordance with these objectives, the total compensation program for the
executive officers of the Company and its subsidiaries consists of three
components:
o base salary;
o annual incentive compensation consisting of bonuses based upon
achievement of financial performance objectives; and
o long-term equity incentives composed of stock options and
other incentive awards, including outright share grants,
which may be conditioned upon future events such as
continued employment and/or the attainment of performance
objectives. Performance objectives may be measured by
reference to the earnings of the Company (or a subsidiary
or division of the Company) or to the market value of the
Common Stock, among other things.
It is the Company's policy to consider the deductibility of executive
compensation under applicable income tax rules as a factor used to make specific
compensation determinations consistent with the goals of the Company's executive
compensation program. No component of the Company's executive compensation has
been determined to be non-deductible to the Company for the fiscal year ended
October 31, 1997.
Base Salary
The base salaries of the Company's executive officers are determined by
the Compensation Committee by evaluating the responsibilities of the positions,
experience, and performance. To assist in establishing salary levels for the
1997 fiscal year, the Compensation Committee performed an informal
7
<PAGE>
survey of salary levels of executives at other companies in the animal health
and agriculture industries. The Compensation Committee utilizes the salary
component of the executive compensation program primarily to attract and retain
qualified and experienced senior managers.
Annual Bonus
The Company's annual bonus program is intended to promote superior
performance by making incentive compensation an important part of the executive
officers' compensation. For the 1997 fiscal year, the Company's President and
Chief Executive Officer was not granted an annual bonus. The Company's Chief
Financial Officer received a bonus of $10,000. The current Chief Executive
Officer's and Chief Financial Officer's agreements provide that they may be
granted an annual cash bonus of up to 120% and 100% of their salary and/or a
performance-based stock bonus at the discretion of the Compensation Committee.
Other executive officers of the Company, including subsidiary and
division heads, corporate and subsidiary vice presidents, and other managers,
also are entitled to receive annual bonuses and/or stock options or grants based
upon a percentage of their base salaries and Company and/or individual
performance.
Long-Term Incentives
The Compensation Committee believes that it is important to provide
executive officers incentive compensation based upon the Company's stock price
performance, thus aligning the interests of its executive officers with those of
its stockholders and encouraging them to contribute to the Company's long-term
success. Such incentive compensation also encourages employees to remain in the
service of the Company.
During the fiscal year ended October 31, 1997, the Company repriced
options to purchase an aggregate of 20,000 shares of the Company's Common Stock
previously granted to the Company's Chief Financial Officer, in order to provide
him with additional incentive to contribute to the Company's long-term success.
The revised exercise price is equal to the market value of the Company's Common
Stock on the date of the repricing. The vesting and expiration dates of such
options were not amended. See "Option Grants in Last Fiscal Year" and "Repricing
of Options."
The Company also issued options to several of its subsidiaries'
presidents, vice presidents, and other managers, and repriced certain options
previously issued to such persons. The number of shares underlying such
newly-issued options is based upon position and performance, the exercise price
is equal to the market value of the Company's Common Stock on the date of grant,
and the options generally become exercisable in two equal annual installments
beginning on the first anniversary of the date of grant. The revised exercise
price of such repriced options is equal to the market value of the Company's
Common Stock on the date of the repricing, and the vesting and expiration dates
of such options were not amended.
COMPENSATION COMMITTEE
Alec L. Poitevint, II
Robert E. Hormann
Robert W. Schlutz
8
<PAGE>
Compensation Committee Interlocks and Insider Participation and Certain
Transactions
During the year ended October 31, 1997, the Company had net sales of
approximately $944,000 to Durvet, Inc., a national animal health marketing,
warehousing, and distribution company, that is the general partner of
Durvet/PMR, L.P., a stockholder of the Company. Robert E. Hormann, who is a
Director and member of the Compensation Committee of the Board of Directors and
a stockholder of the Company, is the president and a director of Durvet, Inc.
In connection with the acquisition of Zema Corporation ("Zema") in
April 1995, the Company entered into an agreement to pay $300,000, along with
interest at the prime rate published by the Wall Street Journal, to the
corporation that formerly owned Zema, on or before April 28, 1998. The president
of the subsidiary of the Company that acquired Zema is the holder of 55 percent
of the common stock of such corporation. In addition, the Company is a party to
a lease agreement with a limited partnership, the general partner of which is
the president of such subsidiary. The lease, which expires in April 2000,
relates to Zema's operating facility. Rent expense under the lease was
approximately $132,000 for the year ended October 31, 1997.
In connection with the acquisition of St. JON Laboratories, Inc. ("St.
JON") in August 1995, the Company executed a promissory note in the principal
amount of $2,000,000 to the former owner of St. JON, who is currently president
of the subsidiary of the Company that acquired St. JON. Under the note,
principal and interest at the rate of 7.6 percent per annum are payable in six
equal annual installments commencing in March 1997. During fiscal 1997, the
Company paid $.7 million related to this obligation, and restructured the
agreement, with annual payments of $325,000 being required over the five years
commencing March 31, 1998. The Company also assumed a promissory note payable to
the former owner, which was paid in full in January 1996. The January 1996
payment consisted of $1,054,280, including principal and interest on the note
from the date of the acquisition to the date of payment. In addition, the
Company is a party to a lease agreement with the former owner. The lease, which
expires in August 2000, relates to St. JON's operating facility. Rent expense
under the lease was approximately $232,000 for the year ended October 31, 1997.
The Company has adopted a policy that any transaction between the
Company and any of its officers, Directors, or holders of as much as five
percent of any class of its capital stock is required (i) to be on terms no less
favorable than those that could be obtained from unaffiliated parties and (ii)
to be approved by a majority of disinterested Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and Directors, and persons who own
more than ten percent of the Company's Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
The Company believes that each such person complied with such filing
requirements during the fiscal year ended October 31, 1997.
9
<PAGE>
COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of January 12, 1998 by (i) each
person who is known by the Company to be the beneficial owner of more than five
percent of the Company's outstanding Common Stock, (ii) each Director of the
Company and each Nominee, (iii) each Named Executive, and (iv) all Directors and
executive officers of the Company as a group. Except as otherwise indicated, the
Company believes that the beneficial owners of the Common Stock listed, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.
Unless otherwise indicated, the address of each stockholder is: c/o
Agri-Nutrition Group Limited, Riverport Executive Center II, 13801 Riverport
Drive, Suite 111, Maryland Heights, Missouri 63043.
<TABLE>
<CAPTION>
Beneficial Owner Shares Beneficially Owned(1) Percentage Ownership (1)
- ---------------- ---------------------------- ------------------------
<S> <C> <C>
Durvet/PMR, L.P. (2) 1,240,000 13.3%
W. M. Jones, Jr. (3) 661,173 6.7%
Bruce G. Baker (4) 613,691 6.5%
Robert W. Schlutz (5) 476,947 5.1%
Alec L. Poitevint, II (6) 376,900 4.0%
Robert E. Hormann (7) 187,534 2.0%
Robert J. Elfanbaum (8) 62,500 0.7%
Directors and Executive Officers
as a Group (6 persons) (9) 2,378,745 23.7%
</TABLE>
(1) Includes shares issuable upon the exercise of options that are
exercisable within 60 days of the date of this Proxy Statement. The
shares underlying such options are deemed to be outstanding for the
purpose of computing the percentage of outstanding stock owned by such
persons individually and by each group of which they are a member, but
are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(2) The address of Durvet/PMR, L.P. is P.O. Box 279, 100 S.E. Magellan Drive,
Blue Springs, Missouri 64014. The general partner of Durvet/PMR, L.P. is
Durvet, Inc., and the limited partners of Durvet/PMR L.P. are the 25
stockholders of Durvet, Inc., each of which has a 3.2% interest in the
partnership.
(3) Includes options to purchase 558,000 shares of Common Stock.
(4) Includes options to purchase 100,000 shares of Common Stock and shares
held by Mr. Baker's spouse. Excludes 37,200 shares held by an independent
trustee for the benefit of three adult children and 12,000 shares held by
such children.
(5) Mr. Schlutz's address is Schlutz Enterprises, Box 269, 14812 "N" Avenue,
Columbus Junction, Iowa 52738. Includes options to purchase 3,668 shares
of Common Stock. Also includes shares held by Mr. Schlutz as trustee for
his spouse.
(6) Mr. Poitevint's address is Southeastern Minerals, Inc., P.O. Box 1866,
1100 Dothan Road, Bainbridge, Georgia 31718. Includes options to purchase
3,334 shares of Common Stock. Also includes 166,900 shares held by
Marshall Minerals, Inc. and 184,000 shares held by Mineral Associates,
Inc. Mr. Poitevint is president and chairman of both corporations, but is
not a controlling shareholder of either corporation, and disclaims
beneficial ownership of such shares. Includes 10,000 shares held as
custodian for a minor child and 10,000 shares held by an adult daughter.
Mr. Poitevint also disclaims beneficial ownership of such shares.
(7) Mr. Hormann's address is P.O. Box 279, 100 S.E. Magellan Drive, Blue
Springs, Missouri 64014. Includes options to purchase 3,668 shares of
Common Stock. Also includes shares held by and jointly with spouse. Does
not include 1,240,000 shares held by Durvet/PMR, L.P., the general
partner of which is Durvet, Inc., of which Mr. Hormann is a director and
president. Mr. Hormann is not a stockholder of Durvet and disclaims
beneficial ownership of such shares.
(8) Includes options to purchase 55,000 shares of Common Stock and shares
held in Mr. Elfanbaum's IRA Plan.
(9) Includes options to purchase 723,670 shares of Common Stock.
10
<PAGE>
PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common
Stock to the cumulative total return to stockholders of (i) the stocks included
in the NASDAQ National Market - United States Index and (ii) a group of
non-financial companies with market capitalizations comparable to that of the
Company established as of October 31, 1996, with the investment weighted based
on market capitalization. Two of the companies included in the prior year's
proxy statement for this peer group were excluded as they are no longer listed.
The companies in the group referred to in (ii) above are: Computer
Outsourcing Services, Inc., C-Phone Corp, PDK Labs Inc., Microfield Graphics,
Inc., Winter Sports, Inc., Infinity, Inc., Hector Communications Corporation,
Airport Systems International, Inc., D & K Wholesale Drug, Inc., Scott's Liquid
Gold, Inc., Internet Communications Corporation, Frontier Adjusters of America,
Inc., Timber Lodge Steakhouse, Inc., Starcraft Corporation, O.I. Corporation,
Micro Component Technology, Inc., The Sands Regent, Endogen, Inc., H.E.R.C.
Products, Inc.,Travel Ports of America, Inc., The Smithfield Companies, Inc.,
Infosafe Systems, Inc., Eateries, Inc., American River Oil Company, Lifeway
Foods, Inc., Go-Video, Inc., Northstar Computer Forms, Inc., and Gamma
Biologicals, Inc.
The Company determined that it would provide comparisons based upon
market capitalization, rather than industry or line-of-business based
comparisons, because of the diverse nature of its operations and product lines.
COMPARISON OF 39 MONTH CUMULATIVE TOTAL RETURN*
Among Agri-Nutrition Group Limited, the
NASDAQ Stock Market-US Index, and a Peer Group
<TABLE>
<CAPTION>
7/12/94 10/31/94 10/31/95 10/31/96 10/31/97
<S> <C> <C> <C> <C> <C>
Agri-Nutrition Group Limited 100 99 40 27 24
NASDAQ Stock Market-US 100 110 148 175 230
Peer Group 100 93 76 61 88
</TABLE>
* $100 invested on 7/12/94 in stock or index -- including reinvestment of
dividends. Fiscal year ending October 31.
The first date of the measurement period covered by the graph is July
12, 1994, the date that the Company's stock was initially sold to the public,
and the price of the Company's stock on such date as reflected by the graph is
$6.25 per share, the closing price on the NASDAQ National Market on such date.
OTHER MATTERS
The Board of Directors has no knowledge of any additional business to be
presented for consider ation at the meeting. Should any such matters properly
come before the meeting or any adjournments thereof, the persons named in the
enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment on such other matters and with respect to
matters incident to the
11
<PAGE>
conduct of the meeting. Certain financial and other information regarding the
Company, including audited consolidated financial statements of the Company and
its subsidiaries for the last fiscal year, is included in the Company's 1997
Annual Report to Stockholders mailed together with this Proxy Statement.
Stockholders may obtain a copy of the Company's Annual Report on Form
10-K and the schedule thereto by writing to Robert J. Elfanbaum, Secretary,
Agri-Nutrition Group Limited, Riverport Executive Center II, 13801 Riverport
Drive, Suite 111, Maryland Heights, Missouri 63043. Additional copies of this
Proxy Statement and the accompanying proxy also may be obtained
from Mr. Elfanbaum.
The affirmative vote of the holders of a majority of the shares entitled
to vote that are present in person or represented by proxy at the meeting is
required to elect Directors and act on any other matters properly brought before
the meeting. Shares represented by proxies marked "withhold authority" with
respect to the election of a nominee for Director will be counted for the
purpose of determining the number of shares represented by proxy at the meeting.
Such proxies thus will have the same effect as if the shares represented thereby
were voted against such nominee. If a broker indicates on the proxy that it does
not have discretionary authority to vote in the election of Directors, those
shares will not be counted for the purpose of determining the number of shares
represented by proxy at the meeting.
The Company will pay the cost of soliciting proxies. In addition to
solicitation by use of the mails, certain officers and employees of the Company
may solicit the return of proxies by telephone, telegram, or in person. The
Company has requested that brokerage houses, custodians, nominees, and
fiduciaries forward soliciting materials to the beneficial owners of Common
Stock of the Company and will reimburse them for their reasonable out-of-pocket
expenses.
A list of stockholders of record entitled to be present and vote at the
meeting will be available at the offices of the Company for inspection by the
stockholders during regular business hours from February 23, 1998 to the date of
the meeting. The list will also be available during the meeting for inspection
by stockholders who are present. Votes will be tabulated by an automated system
administered by ChaseMellon Shareholder Services, LLC, St. Louis, Missouri, the
Company's transfer agent. Members of the Company's independent accounting firm,
Price Waterhouse LLP, are expected to attend the meeting to make a statement if
they so desire and to respond to questions from stockholders.
In order to assure the presence of the necessary quorum at the meeting,
please sign and mail the enclosed proxy promptly in the envelope provided. No
postage is required if mailed within the United States. Signing and returning
the proxy will not prevent you from attending the meeting and voting in person,
should you so desire.
12
<PAGE>
STOCKHOLDER PROPOSALS FOR THE
1999 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder who wishes to present a proposal for consideration at
the annual meeting of stockholders to be held in 1999 must submit such proposal
in accordance with the rules promulgated by the Securities and Exchange
Commission. In order for a proposal to be included in the proxy materials
relating to the 1999 annual meeting, it must be received by the Company no later
than October 8, 1998. Such proposals should be addressed to Robert J. Elfanbaum,
Secretary, Agri-Nutrition Group Limited, Riverport Executive Center II, 13801
Riverport Drive, Suite 111, Maryland Heights, Missouri 63043.
13
<PAGE>
[card front]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AGRI-NUTRITION GROUP LIMITED -- COMMON STOCK PROXY -- for the Annual Meeting of
Stockholders at 2:00 p.m. local time, Thursday, March 5, 1998, at the Radisson
Hotel St. Louis Airport, 11228 Lone Eagle Drive, Bridgeton, Missouri 63044.
The undersigned hereby appoints Alec L. Poitevint, II and Robert J. Elfanbaum,
or either of them, with full power of substitution, as Proxies to represent and
vote all of the shares of Common Stock of Agri-Nutrition Group Limited held of
record by the undersigned at the above-stated Annual Meeting, and any
adjournments thereof, upon the matter set forth in the Notice of Annual Meeting
of Stockholders and Proxy Statement relating to such Annual Meeting, as follows:
ELECTION OF BRUCE G. BAKER AS A CLASS 2 DIRECTOR FOR A TERM OF THREE YEARS
___ FOR ___ WITHHOLD AUTHORITY
ELECTION OF ROBERT W. SCHLUTZ AS A CLASS 2 DIRECTOR FOR A TERM OF THREE YEARS
___ FOR ___ WITHHOLD AUTHORITY
The Board of Directors recommends a vote FOR Messrs. Baker and Schlutz as
Directors.
In their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the Annual Meeting.
This proxy, when properly executed, will be voted as specified. If no
specification is made, it will be voted for Messrs. Baker and Schlutz as
Directors, and in the discretion of the Proxy or Proxies on any other business.
[card reverse]
Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on
this proxy. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title.
Any proxy heretofore given by the undersigned is hereby revoked. Receipt of the
Notice of the 1998 Annual Meeting and Proxy Statement and 1997 Annual Report to
Stockholders is hereby acknowledged. PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
- -------------------- ---------------------------
SIGNATURE DATE SIGNATURE DATE
