SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
File 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 Rule 14a-11(c) or Rule
14a-12
Maui Land & Pineapple Company, Inc.
(Name of Registrant as Specified in Its Charter)
________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other than the
Registrant)
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[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
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applies.
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
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(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):
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March 26, 2001
To Our Stockholders:
At our annual meeting on May 2, 2001, we plan to consider
only two matters: The election of two directors for a three-year
term and the approval of an auditor.
We know of no other matters likely to be brought up at the
meeting. Your participation is important to the orderly conduct
of the Company's business. We urge you to sign and mail your
proxy now. If you later decide to attend the meeting, you may
then vote in person, if you wish.
For the Board of Directors,
/S/ RICHARD H. CAMERON
Richard H. Cameron
Chairman
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96733-6687
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 2, 2001
TO THE STOCKHOLDERS OF MAUI LAND & PINEAPPLE COMPANY, INC.:
The Annual Meeting of Stockholders of Maui Land & Pineapple
Company, Inc. (the "Company") will be held on Wednesday, May 2,
2001 at 8:30 a.m. in the Corporate Office courtyard, 120 Kane
Street, Kahului, Hawaii, for the following purposes:
1. To elect two Class Two Directors to serve for a three-year
term or until their successors are elected and qualified;
2. To elect the Auditor of the Company for fiscal year 2001 and
thereafter until its successor is duly elected; and
3. To transact such other business as may be properly brought
before the meeting or any postponement or adjournment
thereof.
The close of business on March 7, 2001 is the record date
for determining stockholders entitled to notice of and to vote at
the Annual Meeting or any postponements or adjournments thereof.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE
MEETING. IF YOU ARE UNABLE TO ATTEND IN PERSON, PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE
PROVIDED.
Stockholders are cordially invited to attend the meeting in
person.
Your attention is directed to the Proxy Statement enclosed.
BY ORDER OF THE BOARD OF DIRECTORS,
/S/ADELE H. SUMIDA
ADELE H. SUMIDA
Secretary
Dated: March 26, 2001
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96733-6687
March 26, 2001
PROXY STATEMENT
This proxy is solicited on behalf of the Board of Directors
of Maui Land & Pineapple Company, Inc. (the "Company").
The person giving the proxy may revoke it at any time before
it is voted by delivering to the Company's Secretary a written
revocation or a signed proxy card bearing a later date, provided
that such revocation or proxy card is actually received by the
Secretary before it is used. Shares of the Company's common
stock represented by properly executed proxies received by the
Company at or prior to the Annual Meeting and not subsequently
revoked will be voted as directed in such proxies. If a proxy is
signed and no directions are given, shares represented thereby
will be voted in favor of electing the Board's nominees for
director and in favor of the proposal to elect the Company's
auditor. The proxy confers discretionary authority on the
persons named therein as to all other matters that may come
before the meeting.
This proxy statement is first being mailed to shareholders
on or about March 26, 2001.
VOTING SECURITIES AND RIGHT TO VOTE
Holders of record of shares of Common Stock of the Company
at the close of business on March 7, 2001 will be entitled to
vote at the Annual Meeting of Stockholders to be held on May 2,
2001 and at any and all postponements or adjournments thereof.
The voting securities entitled to vote at the meeting
consist of shares of Common Stock of the Company with each share
entitling its owner to one vote. Shareholders do not have
cumulative voting. The number of outstanding shares at the close
of business on March 7, 2001 was 7,195,800.
If a majority of the Company's outstanding shares are
represented at the meeting, either in person or by proxy, a
quorum will exist for conducting business. Election of directors
and the auditor will require an affirmative vote of a majority of
shares present. Abstentions, but not broker non-votes, will be
treated as present at the meeting for these purposes. In
connection with the election of directors, a vote to withhold
authority will have the effect of a negative vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information as of March 7,
2001 with respect to all persons known to the Company to be the
beneficial owners of more than 5% of the Company's Common Stock,
other than those listed under "Security Ownership of Management."
Number Percent
Name and Address of Shares of Class
Stephen M. Case Revocable Trust 2,981,081 (1)(2) 41.4%
P. O. Box 9040
McLean, Virginia 22102
Ka Po'e Hana LLC 2,981,081 (1) 41.4%
1711 N. Street, N.W.
Washington, DC 20036
The J. Walter Cameron Family Group 2,522,077 (3)(2) 35.1%
3150 Hoomua Drive
Kihei, Hawaii 96753
Mary C. Sanford 648,331 (3) 9%
3694 Woodlawn Terrace Place
Honolulu, Hawaii 96822
Cameron Family Partnership 399,104 (3) 5.5%
c/o Hirose Kato & Martin
1728 Wili Pa Loop, Suite 200
Wailuku, Hawaii 96793
J. Walter Cameron Trust 403,581 (3) 5.6%
c/o Pacific Century Trust
11 S. Puunene Avenue
Kahului, Hawaii 96732
Maui Land & Pineapple Company, Inc.
Employee Stock Ownership Trust 470,210 (4) 6.5%
c/o Pacific Century Trust, Trustee
P. O. Box 3170
Honolulu, Hawaii 96802
(1) Stephen M. Case Revocable Trust purchased 41.2% of the
Company's common stock on August 31, 1999 (the "Closing Date")
from the Harry Weinberg Family Foundation, Inc., the Harry and
Jeanette Weinberg Foundation, Inc. and 300 Corporation. The
purchase agreements provide that if Mr. Case sells or enters into
a binding agreement to sell any of the acquired shares within two
years of the Closing Date, then a portion of the gain realized
will be paid to the sellers. The purchase agreements also
provide that Mr. Case will not engage in or initiate any "Rule
13e-3 transaction" (a so-called "going private" transaction)
within the two-year period following the Closing Date.
Ka Po'e Hana LLC has power of attorney over the 2,981,081
shares of Company stock that is owned by the Stephen M. Case
Revocable Trust. The power of attorney authorizes Ka Po'e
Hana LLC to vote the stock and to sell or otherwise make
investment decisions with respect to the stock. Therefore,
Ka Po'e Hana LLC may be deemed to beneficially own the
shares owned of record and beneficially by the Stephen M.
Case Revocable Trust. The President and Chief Executive
Officer of Ka Po'e Hana LLC, John H. Agee, a director of the
Company, has authority to act alone on behalf of the LLC in
exercising powers under the power of attorney (see "Security
Ownership of Management.") Mr. Agee disclaims beneficial
ownership of the 2,981,081 shares of Company stock.
(2) Richard H. Cameron, Claire C. Sanford, Jared B. H. Sanford,
Douglas B. Cameron and the Allan G. Sanford Trust (collectively
referred to as the "Cameron Family Stockholders") and Stephen M.
Case are the parties to a right of first refusal agreement, dated
June 25, 1999 (the "RFR Agreement"). Under the RFR Agreement,
the Cameron Family Stockholders and Stephen M. Case each grant to
the other a right of first refusal regarding the shares of the
Company's Common Stock that they each hold from time to time, up
to the total number of shares held by the other at any such time.
According to the Company's records as of February 28, 2001, this
mutual right of first refusal applies to 1,058,406 shares owned
by each of the Cameron Family Stockholders and Stephen M. Case.
Certain transfers for estate planning purposes or to family
members or pledges for certain loans are exempt from the terms of
the RFR Agreement. The RFR Agreement provides that before
selling any shares to a third party, the person must offer to
sell them to the other party to the RFR Agreement.
(3) The J. Walter Cameron Family holdings include 648,331 shares
owned by Mary C. Sanford; 163,861 shares owned by Claire C.
Sanford; 173,240 shares owned by Jared B. H. Sanford; 267,789
shares owned by Richard H. Cameron, his spouse and minor children
(includes 5,456 shares allocated to his account in the Maui Land
& Pineapple Company, Inc. Employee Stock Ownership Plan
["ESOP"]); 310,055 shares owned by Douglas B. Cameron; 156,116
shares owned by the Allan G. Sanford Trust, of which Mary C.
Sanford is the trustee; 399,104 shares owned by the Cameron
Family Partnership, whose general partners are Mary C. Sanford,
Richard H. Cameron, Claire C. Sanford and Frances E. C. Ort;
403,581 shares owned by the J. Walter Cameron Trust, of which
Mary C. Sanford, Richard H. Cameron, Margaret A. C. Alvidrez,
Claire C. Sanford and Pacific Century Trust are co-trustees.
Voting and investment decisions with respect to shares held by
the J. Walter Cameron Trust and shares held by the Cameron Family
Partnership generally require approval of a majority of the
trustees or general partners. However, all of the partnership's
general partners must approve dispositions of the Company's
shares. Mrs. Alvidrez has disclaimed sole or shared voting or
sole dispositive power with respect to shares held by the J.
Walter Cameron Trust. Mrs. Ort has disclaimed sole or shared
voting power and sole dispositive power with respect to the
shares held by the Cameron Family Partnership. Except as
indicated above, share ownership figures for the J. Walter
Cameron Family Group exclude shares owned by the Company's ESOP
(see Note (4) below).
(4) Gary L. Gifford, President of the Company, Paul J.
Meyer, Douglas R. Schenk and Donald A. Young, Executive
Vice Presidents of the Company, and J. Susan Corley,
Vice President of the Company, are members of the
Administrative Committee of the Company's ESOP, which
was adopted by the Company on December 27, 1978. The
Administrative Committee directs and authorizes the
trustee as to various actions; however, the ESOP
requires the trustee to inquire of each plan
participant, on a confidential basis, how to vote the
shares allocated to the plan participant's individual
account with respect to certain matters. The trustee
is required to vote shares allocated to participants'
accounts for which no instructions are received and to
vote any shares not then allocated to participants'
accounts in the same proportions as the aggregate
shares allocated to participants' accounts are voted
pursuant to participants' instructions.
Security Ownership of Management
The following table sets forth information as of March 7,
2001 with respect to the Company's voting Common Stock
beneficially owned by directors, nominees and named executive
officers, and by all directors, nominees and executive officers
of the Company as a group (see "Election of Directors" below).
Number
of Shares
Beneficially Percent
Owned of Class
John H. Agee 2,981,081(1) 41.4%
Mary C. Sanford 1,607,132(2) 22.3%
Richard H. Cameron 1,070,474(3) 14.9%
Claire C. Sanford 966,546(4) 13.5%
Donald A. Young 11,578(5) *
Paul J. Meyer 8,326(5) *
Douglas R. Schenk 5,991(5) *
Gary L. Gifford 5,049(5) *
Randolph G. Moore 4,000 *
Warren A. Suzuki 1,845(5) *
Daniel H. Case -- --
David A. Heenan -- --
Fred E. Trotter III -- --
All directors, nominees and executive officers
as a group (15) 5,058,004 70.3%
*less than 1%
(1) John H. Agee, as President and Chief Executive Officer of Ka
Po'e Hana LLC, may be deemed to beneficially own 2,981,081
shares, which are owned of record by the Stephen M. Case
Revocable Trust (see Note (1) under "Security Ownership of
Certain Beneficial Owners"). Mr. Agee is a Class Three
Director (see "Election of Directors" below).
(2) Mary C. Sanford, mother of Claire C. Sanford and aunt of
Richard H. Cameron, owns of record 648,331 shares and
beneficially 1,607,132 shares. She is a Director Emeritus
of the Company.
(3) Richard H. Cameron owns of record 255,133 shares and
beneficially 1,070,474 shares. Included are 5,456
shares allocated to him as a participant in the
Company's ESOP (see Note (4) regarding the Company's
ESOP in the preceding table). He is a Class Three
Director (see "Election of Directors" below).
(4) Claire C. Sanford owns of record 163,861 shares and
beneficially 966,546 shares. She is a Class Two
Director (see "Election of Directors" below).
(5) Amounts include shares allocated to these executive officers
as participants in the Company's ESOP: Gifford-5,049;
Meyer-8,326; Schenk-5,491; Young-10,078; Suzuki-1,845. (See
Note (4) under "Security Ownership of Certain Beneficial
Owners".)
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the
Company's officers and directors and beneficial owners of more
than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission and to furnish the Company with copies of
such reports. To the Company's knowledge, except as noted below,
based solely upon a review of such reports and amendments thereto
received by the Company during or with respect to its most recent
fiscal year and upon written representations regarding all
reportable transactions, the Company did not identify any such
required report that was not timely filed. Mary C. Sanford,
Richard H. Cameron and Douglas B. Cameron each filed one report
late with respect to the purchase of Company shares in 2000. The
J. Walter Cameron Trust filed two reports late with respect to
the purchase of Company shares in 2000.
ELECTION OF DIRECTORS
The Bylaws provide for three classes of directors consisting
of two members in each class with each class holding office for
three years. The first class consists of the two directors whose
term of office expires in 2003 ("Class One Directors"). The
second class consists of the two directors whose term of office
expires in 2001 ("Class Two Directors"). The third class
consists of the two directors whose term of office expires in
2002 ("Class Three Directors").
The Board recommends the election of the nominees listed
below as Class Two Directors to hold office for three years,
until 2004, or until their successors are elected and qualified.
If at the time of the 2001 Annual Meeting of stockholders any of
such nominees should be unable or decline to serve, the
discretionary authority provided in the proxy will be exercised
to vote for a substitute or substitutes. The Board has no reason
to believe that any substitute nominee or nominees will be
required.
The Board's proxy holders will, if so authorized, vote their
proxies for the nominees for Class Two Directors.
Hawaii law requires that at least one of the directors
of the Company be a resident of the State of Hawaii. All of the
Class One, one of the Class Two and one of the Class Three
Directors are Hawaii residents. Under the Company's Bylaws, no
person is eligible to be elected as a director who has attained
his or her 70th birthday at the time of election, but the
directors may create exceptions to this requirement by
resolution.
The Company's Bylaws permit the Board of Directors to
appoint Directors Emeritus. In March 2001, Daniel H. Case
resigned his seat on the Board as a Class Three Director and was
appointed a Director Emeritus. The remaining Board members, in
accordance with the Bylaws, appointed John H. Agee to fill Daniel
H. Case's vacant seat. In March 1999, Mary C. Sanford was
appointed a Director Emeritus in recognition of her many years of
dedicated service. Directors Emeritus are eligible to attend all
meetings of the Board of Directors, but are not eligible to vote
and are not counted as part of the quorum at any such meeting.
The following section indicates the principal occupation or
employment of each director and nominee, his or her positions
with the Company and other information, and the year first
elected as a director.
Class One Directors-Term expires in 2003:
Randolph G. Moore Chief Executive Officer of Kaneohe Ranch,
(age 62) a manager of family trusts in Kailua,
Hawaii. He is Executive Vice President of
the H.K.L. Castle Foundation, a charitable
family foundation in Kailua, Hawaii. Mr.
Moore has extensive experience in property
management and development in Hawaii. Mr.
Moore was President of Molokai Ranch Ltd.,
a real estate management and development
company in Maunaloa, Hawaii from 1986 to
1989. Mr. Moore is a Director of Hawaii
Stevedores, Inc., Koga Engineering &
Construction, Inc. and the Land Use
Research Foundation. He is Chairman of
the Board of Trustees of The Oceanic
Institute. Mr. Moore serves on the boards
of a number of community organizations.
He has been a director of the Company
since 1994.
Fred E. Trotter III President of F. E. Trotter Inc., a
(age 70) business consulting firm in Honolulu,
Hawaii. He was a Trustee of The Estate
of James Campbell, a private trust,
in Honolulu, Hawaii, from 1970 to
1991. Mr. Trotter is a Director of
Pacific Century Financial Corporation,
Bank of Hawaii, Bancorp Leasing, Inc. and
Longs Drug Stores. Mr. Trotter serves on
the boards of the Kahuku Community
Hospital and The Aloha Council Boy Scouts
of America. Mr. Trotter has extensive
experience in agribusiness and property
management in Hawaii. He has been a
director of the Company since 1992.
Class Two Directors-Nominees to be elected in 2001:
David A. Heenan Trustee of The Estate of James Campbell, a
(age 61) private trust in Honolulu, Hawaii. He was
President and Chief Executive Officer of
Theo. H. Davies & Co., Ltd., the North
American holding company for the Hong
Kong-based Jardine Matheson from 1982 to
1995. Mr. Heenan is a Director of Aloha
Airlines, Pacific Century Financial
Corporation and several other
organizations. Mr. Heenan has been
a director of the Company since September
of 1999.
Claire C. Sanford Co-owner of Top Dog Studio, a jewelry and
(age 42) metal sculpture business in Gloucester,
Massachusetts. She is a part-time
instructor at the Massachusetts College of
Art. She is a Director of various
community organizations. Ms. Sanford has
served on one or more of the Company's
subsidiary boards since 1987 and has been
a director of the Company since March of
1999.
Class Three Directors-Term expires in 2002:
Richard H. Cameron Private investor in Kihei, Hawaii and
(age 46) Chairman of the Board of Maui Land &
Pineapple Company, Inc. He was the
Publisher of Maui Publishing Company, Ltd.,
a newspaper publishing company in Wailuku,
Hawaii, from October 1995 to January 2000.
He was Vice President/Property Management
of Maui Land & Pineapple Company, Inc.
from 1990 to 1995. Mr. Cameron is a
Director of Haleakala Ranch Company,
Triple C Investment Corp. and various
community organizations. He has been a
director of the Company since 1984.
John H. Agee President and Chief Executive Officer of
(age 52) Ka Po'e Hana LLC, a private family
investment office. Mr. Agee is also
Executive Vice President of the Case
Foundation, a private foundation in
Washington D.C. Mr. Agee was President of
Adler Management LLC from 1986 to 2000.
Mr. Agee serves on the boards of Grove
Farm Company, Inc., St. John's University
and on various private company boards. In
March 2001, Daniel H. Case elected to take
Director Emeritus status, and at the
request of Stephen M. Case who owns 41.4%
of the Company's stock, Mr. Agee was
appointed to the Board.
Certain Transactions
See "Compensation Committee Interlocks and Insider
Participation."
Directors' Meetings and Committees
The Board of Directors held four meetings in 2000. It has
two standing committees, the Audit Committee and the Compensation
Committee. The Audit Committee held two meetings and the
Compensation Committee held two meetings in 2000. The Board has
no Nominating Committee. In 2000, all directors attended at
least 75% of the aggregate meetings of the Board and committees
on which they serve.
The Audit Committee serves as an independent check on the
reliability of the Company's financial controls and its financial
reporting and reviews the work of the independent auditors.
Members of the Audit Committee are Randolph G. Moore (chairman),
David A. Heenan and Fred E. Trotter III. All of the Audit
Committee members are independent, as defined by Section 121A of
the American Stock Exchange Listing Standards, from the Company
and its management. The Audit Committee Charter is included in
the Appendix to this Proxy Statement.
The Compensation Committee reviews and approves the
compensation plans, salary recommendations and other matters
relating to compensation of senior management and directors.
Members of the Compensation Committee are Fred E. Trotter III
(chairman), John H. Agee, Richard H. Cameron, Daniel H. Case,
David A. Heenan, Randolph G. Moore, Claire C. Sanford and Mary C.
Sanford.
In 2000, directors received attendance fees of $650 for each
Board meeting attended. Directors also received an annual fee of
$14,500. The Chairman of the Board received an annual fee of
$29,000. Directors received attendance fees of $325 for each
committee or subcommittee meeting. Directors Emeritus are
entitled to expense reimbursements and attendance fees, but do
not receive annual retainers. Effective as of March 1, 2000,
directors of the Company are eligible to participate in the
Company's Executive Deferred Compensation Plan and may, at their
election, defer fees earned as a member of the Company's Board.
See "Executive Deferred Compensation Plan."
Audit Committee Report
The Audit Committee of the Board of Directors reviews the
Company's financial reporting process on behalf of the Board. In
fulfilling its responsibilities, the Committee reviewed and
discussed the audited financial statements contained in the 2000
Annual Report, which is incorporated by reference in SEC Form 10-
K, with the Company's management and Deloitte & Touche LLP, the
independent auditors. Management is responsible for the
financial statements and the reporting process, including the
system of internal controls, and has represented to the Audit
Committee that such financial statements were prepared in
accordance with generally accepted accounting principles. The
independent auditors are responsible for expressing an opinion on
the conformity of those audited financial statements with
accounting principles generally accepted in the United States of
America.
The Audit Committee discussed with the independent auditors
the matters required to be discussed by Statement on Auditing
Standards No. 61, "Communications with Audit Committees," as
amended. In addition, the Committee discussed with the
independent auditors the auditors' independence from the Company
and its management, including matters in the written disclosures
and letter that were received by the Committee from the
independent auditors as required by Independence Standard Board
No. 1, "Independence Discussions with Audit Committees," as
amended.
Based on reviews and discussions referred to above, the
Audit Committee recommended to the Board that the audited
financial statements contained in the Company's 2000 Annual
Report be included in the SEC Form 10-K for the year ended
December 31, 2000.
Audit Committee:
Randolph G. Moore (Chairman)
David A. Heenan
Fred E. Trotter III
EXECUTIVE COMPENSATION
Summary of Cash and Other Compensation
The following table summarizes the cash and non-cash
compensation paid by the Company for services rendered during
each of the last three years by the Company's Chief Executive
Officer and four other most highly compensated executive
officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
All
Name and Other
Principal Position Year Salary Bonus Compensation
(1) (2)
Gary L. Gifford 2000 $389,917 $ -- $2,054
President & Chief 1999 369,500 22,016 3,622
Executive Officer 1998 357,000 13,453 31,116
Paul J. Meyer 2000 246,958 -- 1,544
Executive Vice 1999 236,283 14,042 3,198
President/Finance 1998 227,700 8,580 26,068
Douglas R. Schenk 2000 229,317 -- 1,092
Executive Vice 1999 217,317 14,914 2,536
President/Pineapple 1998 209,400 7,891 9,130
Donald A. Young 2000 216,983 -- 1,459
Executive Vice 1999 205,417 13,376 3,102
President/Resort 1998 198,000 7,461 26,299
Warren A. Suzuki 2000 129,167 -- 6,955 (3)
Vice President/Land 1999 124,300 7,450 1,772
Management & Development 1998 120,800 4,552 8,365
(1) Represents annual incentive award earned for the year.
(2) Except and noted in (3) below, amount for 2000 represents
value of life insurance benefits in accordance with Internal
Revenue Service Table PS-58.
(3) Company contribution for 2000 pursuant to Executive Deferred
Compensation Plan, $6,500; 2000 value of life insurance as noted
in (2) above, $455.
Executive Deferred Compensation Plan
The Company has an Executive Deferred Compensation Plan
("EDCP") that covers certain management personnel, including the
executive officers. The EDCP is an unfunded, nonqualified,
deferred compensation plan under which eligible employees,
including the Company's executive officers, may elect on a
voluntary basis to defer a portion of their annual cash
compensation until retirement or termination from the Company.
Eligible employees may make an annual irrevocable election to
defer compensation that will be paid, earned or awarded in the
following year. Effective January 1, 2000, the Board of
Directors approved a 5% of base salary contribution to the EDCP
for highly compensated employees who report directly to the four
senior executive officers.
Pension Plan
The following table shows the estimated annual retirement
benefit to employees in specified compensation and years of
service classifications under the Maui Land & Pineapple Company,
Inc. Pension Plan for Non-Bargaining Unit Employees and the
Company's Supplemental Executive Retirement Plan ("SERP"):
ESTIMATED ANNUAL BENEFIT FROM QUALIFIED DEFINED BENEFIT PLAN
AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Final
5-Year Years of Service at Age 65
Average
Annual
Salary 15 20 25 30 35
$100,000 $19,552 $26,069 $32,586 $39,103 $43,448
125,000 25,177 33,569 41,961 50,353 55,948
150,000 30,802 41,069 51,336 61,603 68,448
175,000 36,427 48,569 60,711 72,853 80,948
200,000 42,052 56,069 70,086 84,103 93,448
225,000 47,677 63,569 79,461 95,353 105,948
250,000 53,302 71,069 88,836 106,603 118,448
275,000 58,927 78,569 98,211 117,853 130,948
300,000 64,552 86,069 107,586 129,103 143,448
325,000 70,177 93,569 116,961 140,353 155,948
350,000 75,802 101,069 126,336 151,603 168,448
375,000 81,427 108,569 135,711 162,853 180,948
400,000 87,052 116,069 145,086 174,103 193,448
425,000 92,677 123,569 154,461 185,353 205,948
450,000 98,302 131,069 163,836 196,603 218,448
475,000 103,927 138,569 173,211 207,853 230,948
Compensation covered by the qualified pension plan and the
SERP is base salary. Retirement benefits are computed based on
each participant's years of service, year of birth, earnings and
retirement date and are not subject to any deduction for social
security or other offset amounts. Normal retirement age for
participants is 65 with provisions for retirement as early as 55
and after age 65. Benefits are payable as a qualified joint and
survivor annuity with options for benefits in other annuity
forms. Vesting is 100% after five years of service. When the
benefits of an employee under the pension plan are reduced
because of (1) the maximum annual benefit limitation ($135,000 in
2000) or (2) the maximum compensation limitation ($170,000 in
2000), the SERP provides a benefit to make up the difference.
Effective January 1, 2000, the SERP will provide additional
pension benefits for Messrs. Gifford, Meyer, Schenk and Young
such at age 65, pension benefits will approximate 60% of final 5-
year average earnings. At December 31, 2000, the named executive
officers were credited with approximately the following years of
service for pension computation purposes: Gifford-12.3; Meyer-
15.8; Schenk-23.3; Young-21.5; Suzuki-11.1.
Executive Severance Plan
An Executive Severance Plan covers the Company's executive
officers. Payments under the Executive Severance Plan will be
made to an executive officer who is terminated from employment as
a result of (1) a restructured or downsized operation; (2)
discontinuance of certain business activities; or (3) elimination
of a position with no comparable position within the Company
being offered to the executive. The amount of the severance
payment is twelve months of base salary for vice presidents and
one month's base salary for each year of service with a minimum
of twelve months and a maximum of eighteen months for the chief
executive officer and executive vice presidents. This payment
will be made on the regular payroll schedule for the number of
months that the executive is eligible to receive payment. If an
incentive plan is in effect, the executive also will receive a
pro-rated annual incentive plan payment earned during the year in
which separation from employment occurred in accordance with the
terms of such plan. During the period that the executive is
eligible to receive severance payments, the Company will provide
health care benefits with the same coverage and same employer
contributions as the executive was receiving before termination
of employment.
Change-In-Control Agreements
Change-in-Control Agreements (the "Agreements") cover six of
the Company's executive officers. Any payments under the
Agreements would be in lieu of any payments under the Executive
Severance Plan. The Agreements with each executive officer
provide that a "change-in-control" means one or more of the
following occurrences with respect to the Company or a
Subsidiary: (1) any person or group who is not on the date of the
Agreements a beneficial owner of 25% or more of the voting shares
of the Company or a Subsidiary becomes the beneficial owner of
25% or more of the total number of voting shares of that entity;
(2) any person or group who is not on the date of the Agreements
the beneficial owner of 50% or more of the shares of the Company
or a Subsidiary becomes the beneficial owner of 50% or more of
the total number of voting shares of that entity; (3) the persons
who were directors of the Company or a Subsidiary before a cash
tender or exchange offer, merger or other business combination,
sale of assets or contested election cease to constitute a
majority of the Board of Directors of that entity or a successor
thereto; (4) a merger or consolidation of the entity occurs in
which the survivor is neither the Company nor a direct or
indirect wholly owned subsidiary of the Company; (5) a sale,
transfer or other disposition of all or substantially all (as
defined) of the assets of the Company or Subsidiary; and, in
addition, in the case of a Subsidiary, a disposition of 50% or
more of such Subsidiary's outstanding voting securities; or (6) a
spin-off, split-off, split-up or similar divisive reorganization
affecting the Company and/or its Subsidiaries. "Subsidiary"
means Maui Pineapple Company, Ltd. and Kapalua Land Company,
Ltd., except that if the executive is the Vice President/Retail
Property, the term "Subsidiary" is limited to Kaahumanu Center
Associates.
The Agreements with each executive officer entitle the
executive to severance payments if a change-in-control occurs and
within 36 months (in the case of Messrs. Gifford, Meyer, Schenk
and Young) or 24 months (in the case of Messrs. Suzuki and
Crockford) thereafter (1) the executive's employment terminates
involuntarily without just cause (as defined) or (2) the
executive voluntarily terminates employment for good reason (as
defined).
Severance payments include (1) a lump sum cash payment of
2.99 times (for Messrs. Gifford, Meyer, Schenk and Young) or 2
times (for Messrs. Suzuki and Crockford) the executive's annual
base salary in effect on the effective date of termination (or,
if greater, in effect ninety days prior to the change-in-
control); (2) a payout under the Company's annual incentive plan
(if any), in accordance with the terms of such plan; (3) a
continuation of all welfare benefits at normal employee cost for
three full years (for Messrs. Gifford, Meyer, Schenk and Young)
or two full years (for Messrs. Suzuki and Crockford) from the
effective date of termination; (4) special retirement benefits
equal to the retirement benefit that the executive would have
received under the Maui Land & Pineapple Company, Inc. Pension
Plan for Non-Bargaining Unit Employees, the Supplemental
Executive Retirement Plan and Executive Supplemental Insurance
Plan/Executive Deferred Compensation Plan, or any successor plans
or arrangements to such plans, had the executive's employment
continued for 36 months (in the case of Messrs. Gifford, Meyer,
Schenk and Young) or 24 months (in the case of Messrs. Suzuki and
Crockford) following the executive's effective date of
termination; and (5) standard outplacement services as selected
by the executive for a period of up to 36 months (in the case of
Messrs. Gifford, Meyer, Schenk and Young) or 24 months (in the
case of Messrs. Suzuki and Crockford) from the effective date of
termination.
The Agreements provide that if any portion of the severance
payment or payment under any other agreement or plan of the
Company would constitute an "excess parachute payment," then the
payment to the executive will be reduced if such reduction
results in an increase in the executive's net benefit. If it is
ultimately determined pursuant to a final determination by the
Internal Revenue Service that any portion of the severance
payment is a "parachute payment" subject to excise tax, which was
not contemplated to be a "parachute payment" at the time of
payment, the executive will be entitled to a lump sum cash
payment sufficient to place the executive in the same net after
tax position that would have existed if such payment had not been
subject to the excise tax.
The transaction described in Note (1) on page 5 constitutes
a change-in-control under the Agreements, thus making the covered
executive officers potentially eligible for payouts thereunder if
their employment terminates.
Report of Compensation Committee on Executive Compensation
The Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of directors who are not
members of the Company's management. The Board of Directors has
charged the Committee with the responsibility of administering
the Company's executive compensation program. The Committee is
assisted from time to time by independent management consultants
who advise the Committee on compensation matters.
The Committee's philosophy with regard to executive
compensation is to attract, retain and reward the level of
expertise needed to achieve the Company's business objectives.
The Committee believes that compensation should emphasize
performance-based variable pay plans rather than base salary.
While base salary is an important part of the compensation
program, the Committee would like the Company to manage base
salaries with the objective of maintaining relatively low fixed
cost levels as the Company shifts reward opportunity into
variable pay plans.
Base salaries are determined based on midpoint salary
information provided by an independent management consultant with
reevaluations as conditions warrant. The Company's salary system
seeks to establish salaries that are within 80% to 120% of the
midpoint guidelines, based on experience, knowledge of the
position and performance level. Midpoint information is derived
from a group of U.S. industrial organizations that are similar in
size, scope and complexity to the Company. This group is
different from the S&P Food group referred to in the Shareholder
Return Performance Graph on page 13.
The Committee annually reviews with the CEO the individual
performance of each of the other executive officers and receives
the CEO's recommendations as to appropriate compensation awards.
The CEO recommends base salary adjustments to the Committee based
on his qualitative judgment as to overall job performance, salary
midpoints, the relationship of the executive's compensation to
the midpoint and the Company's overall budget for salaries. In
February 2000, the Committee approved increases to the base
salaries for these executive officers ranging from 4% to 5.9%.
On a mid-year and annual basis, a subcommittee of the
Committee reviews the performance of the CEO in relation to the
financial and non-financial objectives set early in the year.
The Committee approves a base salary adjustment for the CEO based
on its qualitative judgment as to his job performance, including
the achievement of performance goals and with consideration given
to the midpoint salary information. In February 2000, the
Committee approved a 5.8% salary increase for Mr. Gifford.
In November 2000, the Committee approved a change to pension
benefits for Messrs. Gifford, Meyer, Schenk and Young.
Provisions of the change target pension benefits for these
executives to approximate 60% of final 5-year average earnings at
age 65.
Compensation Committee:
Fred E. Trotter (Chairman) David A. Heenan
John H. Agee (since 3/01) Randolph G. Moore
Richard H. Cameron Mary C. Sanford
Daniel H. Case Claire C. Sanford
Shareholder Return Performance Graph
Set forth below is a graph comparing the cumulative total
shareholder return on Maui Land & Pineapple Company, Inc. common
stock against the cumulative total return of the S&P 500 Index
and the S&P 500 Food Group.
SEE APPENDIX FOR GRAPH POINTS
*$100 invested on December 31, 1995 in common stock of Maui Land
& Pineapple Company, Inc., S&P 500 Index and S&P Food Group.
Compensation Committee Interlocks and Insider Participation
Committee member Richard H. Cameron was an executive officer
of the Company until his resignation, which was effective on
October 15, 1995. Committee member Mary C. Sanford is the aunt
of Richard H. Cameron and committee member Claire C. Sanford is
the cousin of Richard H. Cameron.
No other member of the Compensation Committee, which
includes all members of the Board, was formerly an officer or
employee of the Company or any of its subsidiaries.
The Company currently leases approximately 1,600 acres of
grazing land to Haleakala Ranch Company at an annual rent of
$16,000. The lease expires on June 30, 2018. Richard H. Cameron
is Vice President of Haleakala Ranch Company; he and Mary C.
Sanford are directors of Haleakala Ranch Company.
ELECTION OF AUDITOR
The firm of Deloitte & Touche LLP, independent certified
public accountants, has been the auditor of the Company for many
years. The Board of Directors recommends the election of
Deloitte & Touche LLP as the auditor of the Company for fiscal
year 2001 and thereafter until its successor is duly elected.
A representative of Deloitte & Touche LLP will be present at
the annual meeting of shareholders, will be given an opportunity
to make a statement and will be available to respond to questions
raised verbally at the meeting or submitted in writing by
shareholders.
Principal Accounting Firm Fees:
Aggregate fees billed to the Company for the year ending December
31, 2000 by Deloitte & Touche LLP, the Company's principal
accounting firm, are as follows:
Audit Fees $ 217,000
Financial Information Systems
Design and implementation Fees 551,000 (a)
All Other Fees 48,000 (a)
(a) The Audit Committee has considered whether the provision of
these services is compatible with maintaining the principal
accounting firm's independence.
OTHER MATTERS
The Board knows of no other matters that may be brought
before the meeting. However, if any other matters are properly
brought before the meeting, the persons named in the enclosed
proxy or their substitutes will vote in accordance with their
best judgment on such matters, and discretionary authority to do
so is included in the proxy.
SOLICITATION OF PROXIES
The entire cost of soliciting proxies will be borne by the
Company. The Company may make arrangements with brokerage
houses, banks and other custodians, nominees and fiduciaries to
forward proxies and proxy material to the beneficial owners of
the common stock of the Company and to request authority for the
execution of proxies. In such cases, the Company may reimburse
such brokerage houses, banks, custodians, nominees and
fiduciaries for their expenses in connection therewith. Proxies
may be solicited in person or by telephone, mail, facsimile or
other electronic means by certain directors and officers of the
Company without additional compensation for such services, or by
its Transfer Agent, and the cost will be borne by the Company.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Proposals of stockholders intended to be presented pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934 (the
"Exchange Act") must be received at the corporate offices of the
Company on or before November 26, 2001 in order to be considered
for inclusion in the proxy statement and proxy card for the 2002
Annual Meeting.
The Company's Bylaws contain additional requirements that
must be satisfied for any proposal of stockholders made outside
of Rule 14a-8 or any nomination by a stockholder of directors to
be considered at an annual or special meeting. Such proposals or
nominations may not be brought before an annual meeting by a
stockholder unless the stockholder has given timely written
notice in proper form of such proposal or nomination to the
Chairman of the Board, the President or the Secretary of the
Company. Such proposals or nominations may be made only by
persons who are stockholders of record on the date on which such
notice is given and on the record date for determination of
stockholders entitled to vote at that meeting.
Stockholder notices of any proposals or nominations intended
to be considered at the 2002 Annual Meeting will be timely only
if received at the Company's corporate offices no earlier than
December 28, 2001 and no later than January 28, 2002. However,
if the 2002 Annual Meeting is called for a date that is not
within thirty days before or after May 2, 2002, any such notice
will be timely only if it is received no later than the close of
business on the tenth day following the date of the Company's
first mailing of the notice of the 2002 Annual Meeting or the
date of the Company's public disclosure of the date of the 2002
Annual Meeting, whichever is earlier.
To be in proper written form, a stockholder's notice
concerning a proposal to be presented at an annual meeting must
set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name
and record address of such stockholder, (iii) the number of
shares of stock of the Company owned by such stockholder (x)
beneficially and (y) of record, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
To be in proper written form, a notice concerning a
nomination for election to the Board of Directors must set forth
(i) as to each person whom the stockholder proposes to nominate
for election as a director (a) the name, age, business address
and residence address of the person, (b) the principal occupation
or employment of the person, (c) the number of shares of stock of
the Company owned by the person (x) beneficially and (y) of
record, and (d) any other information relating to the person that
would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of
proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder; and (ii) as to the stockholder giving the notice (a)
the name and record address of such stockholder, (b) the number
of shares of stock of the Company owned by such stockholder (x)
beneficially and (y) of record, (c) a description of all
arrangements or understandings between such stockholder and each
proposed nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by such
stockholder, (d) a representation that such stockholder intends
to appear in person or by proxy at the meeting to nominate the
persons named in its notice and (e) any other information
relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must
be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.
In addition, no person will be eligible for election to the
class of directors to be elected in the year 2003 and each third
year thereafter unless such person is an "independent director"
within the meaning of Section 121 of the Listing Standards,
Policies and Requirements of the American Stock Exchange LLC (or
any successor provision).
Any notice concerning proposals or nominations sought to be
considered an Annual Meeting should be addressed to the Company's
Chairman, President or Secretary at 120 Kane Street, P.O. Box
187, Kahului, Hawaii 96733-6687. The full text of the bylaw
provisions referred to above (which also set forth requirements
and limitations as to stockholder proposals or nominations to be
considered at any special meeting) may be obtained by contacting
the Company's Secretary at the foregoing address, by telephone at
808-877-3351 or facsimile 808-877-1614.
PROXY INSTRUCTIONS
A form of proxy for the Annual Meeting is enclosed. You are
requested to sign and return your proxy promptly to make certain
your shares will be voted at the meeting. As previously stated,
you may revoke your proxy at any time before it is voted by
delivering a written revocation or a signed proxy card bearing a
later date to the Company's Secretary, provided that such
revocation or proxy card is actually received by the Secretary
before it is used. Attendance at the Annual Meeting will not in
itself constitute revocation of a proxy. If you attend the
meeting, you may vote your shares in person if you so decide.
For your convenience, a self-addressed envelope is enclosed; it
requires no postage if mailed in the United States.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ ADELE H. SUMIDA
ADELE H. SUMIDA
Secretary
Kahului, Maui, Hawaii
March 26, 2001
APPENDIX
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
MAUI LAND & PINEAPPLE COMPANY, INC. (the "Company")
CHARTER
I. Purpose.
The primary function of the Audit Committee (the
"Committee") is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing:
A. The Company's financial reports and other financial
information provided to its shareholders or the public;
B. The Company's system of internal control regarding finance,
accounting, legal compliance and ethics established by the
Company's management and Board; and
C. The Company's auditing, accounting and financial reporting
processes generally.
Consistent with this function, the Committee should
encourage continuous efficiency and improvement and should
foster adherence to the Company's policies, procedures and
practices at all levels. The Committee's primary duties and
responsibilities are to:
A. Ensure that the Company's outside auditors are independent;
B. Ensure that the Company's outside auditors are accountable
to the Committee and the Board;
C. Monitor the Company's financial reporting process and
internal controls system;
D. Review and appraise the audit activities of the Company's
outside auditors and internal audit department;
E. Provide an open avenue of communication among the outside
auditors, financial and senior management, the internal audit
department and the Board.
The Committee primarily will fulfill these responsibilities
by carrying out the activities enumerated in section IV of
this Charter.
II.
Composition.
The Committee shall be comprised of three or more directors
as determined by the Board, each of whom shall be
independent of management and free from any relationship
that in the opinion of the Board would interfere with the
exercise of his or her independent judgment as a member of
the Committee. All members of the Committee shall have a
working familiarity with basic finance and accounting
practice; at least one member of the Committee shall have
accounting or related financial management expertise. At
least two members of the Committee shall be directors who
are not related to the Company's officers and do not
represent concentrated or family holdings of the Company's
shares.
The members of the Committee shall be appointed by the Board
annually and shall serve until their successors are duly
elected and qualified. The Board or Chairman of the Board
shall appoint one member of the Committee as its
chairperson.
III. Meetings.
The Committee should meet four times annually or more
frequently as circumstances dictate. As part of its job to
foster open communication, the Committee should meet at
least annually with management, the director of internal
audit department and the outside auditors in separate
executive sessions to discuss any matters that the Committee
or any of these groups believes should be discussed
privately.
IV. Responsibilities and Duties.
To fulfill its responsibilities and duties, the Committee
shall:
A. Documents and Reports:
1.Review and update this Charter at least annually as
conditions dictate;
2.Review the Company's annual financial statements and
any reports or other financial information submitted
to the public, including any certification report or
opinion rendered by the Company's outside auditors;
3.Review at least annually a comprehensive report by
the Company's internal audit department;
4.Review the Company's Forms 10-K, 10-Q and 8-K, if
any, prior to their filing;
5.Review the annual management letter prepared by the
Company's outside auditors and management's response
thereto.
6.In addition, the Committee or its designee will
discuss quarterly and annual results with financial
management and outside auditors, preferably prior to
issuance of the press release on earnings, but no
later than the filing of Form 10-Q and Form 10-K,
respectively.
B. Outside Auditors:
1.Recommend to the Board selection of the outside
auditors considering, among other parameters,
independence, effectiveness, audit fees and other
compensation. On an annual basis, the Committee
should review and discuss with the outside auditors
all significant relationships the outside auditors
have with the Company to determine the outside
auditors' independence, and should require a written
summary of all such relationships;
2.Review the performance of the outside auditors and
approve any change of outside auditors when
circumstances warrant;
3.Periodically and at least annually, consult with the
outside auditors in executive session about the
Company's internal controls, the fullness and
accuracy of its financial statement and the quality
of its accounting policies and practices.
C. Financial Reporting Processes:
1.In consultation with the Company's management,
outside auditors and internal auditors, review the
soundness and accuracy of the Company's financial
reporting processes, both internal and external;
2.In consultation with the Company's management and
outside auditors, recommend appropriate changes to
the Company's auditing and/or accounting principles
and practices.
D. Process Improvement:
1.Establish regular and separate systems of reporting
to the Committee by each of management, the outside
auditors and the internal auditors regarding
significant judgments made in the preparation of
financial statements;
2.Following completion of the annual audit, review
separately with each of management, the outside
auditors and the internal audit department any
significant difficulties encountered during the
course of the audit, including any limitations on
the scope of work or access to required information;
3.Review any significant disagreement among management
and the outside auditors or the internal audit
department in connection with preparation of the
financial statements;
4.Review with the outside auditors, the internal audit
department and management the extent to which
changes or improvements in financial or accounting
practices as recommended by the Committee have been
implemented.
E. Ethical and Legal Compliance:
1.Establish, review and update periodically a Company
code of ethical conduct and ensure that management
has established a system to implement and enforce
this code;
2.Review management's monitoring of compliance with
the Company's ethical code and ensure that
management has a proper review system in place to
ensure that the Company's financial statements,
reports and other financial information disseminated
to the public satisfy legal requirements;
3.Review with the Company's legal counsel any legal
matter that could have significant impact on the
Company's financial statements;
4.Perform any other activities consistent with this
Charter, the Company's bylaws and governing law as
the Committee or the Board deems necessary and
appropriate.
APPENDIX
The graphic image on page == of this document has the following
graph points:
S&P
ML&P S&P FOOD
1995 100 100 100
1996 100 123 117
1997 97 164 161
1998 77 211 174
1999 149 255 130
2000 204 232 164
PROXY
MAUI LAND & PINEAPPLE COMPANY, INC.
120 KANE STREET, P. O. BOX 187
KAHULUI, MAUI, HAWAII 96733-6687
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING TO BE HELD MAY 2, 2001
The undersigned hereby makes, constitutes and appoints GARY
L. GIFFORD, PAUL J. MEYER and ADELE H. SUMIDA and each of them as
attorneys and proxies of the undersigned, with full power of
substitution, for and in the name of the undersigned to represent
the undersigned at the Annual Meeting of Stockholders of Maui
Land & Pineapple Company, Inc. (the "Company") to be held at 8:30
a.m. on Wednesday, May 2, 2001, in the Corporate Office
courtyard, 120 Kane Street, Kahului, Hawaii, and any
postponements or adjournments thereof, and to vote all shares of
the stock of the Company standing in the name of the undersigned
with all the powers the undersigned would possess if personally
present at such meeting. This Proxy may be revoked by the
undersigned at any time. The undersigned directs that this Proxy
be voted as follows:
1. To elect the nominees listed below as Class Two Directors to
serve for a three-year term or until their successors have been
elected and qualified:
DAVID A. HEENAN AND CLAIRE C. SANFORD
______ FOR ______WITHHOLD AUTHORITY FOR ALL
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below:
______________________________________________________________
2. To elect the firm of Deloitte & Touche LLP as the Auditor of
the Company for the fiscal year 2001 and thereafter until
its successor is duly elected.
____ FOR ____ AGAINST ____ ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED. IF THE PROXY IS
PROPERLY SIGNED AND RETURNED AND NO DIRECTIONS ARE GIVEN, THE
VOTE WILL BE IN FAVOR OF ALL PROPOSALS ABOVE. DISCRETIONARY
AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY
COME BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting and accompanying Proxy Statement.
Date:________________, 2001
Please sign EXACTLY as name(s) appears at left:
_______________________________________
_______________________________________
_______________________________________
If the proxy is signed by an attorney-in-fact, executor,
administrator, trustee or guardian, give full title. PLEASE
DATE, SIGN AND RETURN PROMPTLY.