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)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies.
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
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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
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the offsetting fee was paid previously. Identify the previous
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March 31, 2003
To Our Stockholders:
At our annual meeting on May 27, 2003, 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 27, 2003
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 Tuesday, May 27,
2003 at 8:30 a.m. in the Corporate Office courtyard, 120 Kane
Street, Kahului, Hawaii, for the following purposes:
1. To elect two Class One 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 2003 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 20, 2003 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 31, 2003
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96733-6687
March 31, 2003
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 31, 2003.
VOTING SECURITIES AND RIGHT TO VOTE
Holders of record of shares of Common Stock of the Company
at the close of business on March 20, 2003 will be entitled to
vote at the Annual Meeting of Stockholders to be held on May 27,
2003 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 20, 2003 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. Abstentions and
broker non-votes will be treated as represented at the meeting
for purposes of determining whether a quorum is present.
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. Therefore, broker non-votes will not affect the
outcome of these elections, but abstentions and withheld
authority will have the same effect as negative votes.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information as of March 14,
2003 with respect to all persons and "groups" (as defined in
applicable securities laws) 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."
Unless otherwise indicated and subject to applicable community
property and similar statutes, all persons listed below have sole
voting and investment power over all shares of Common Stock
beneficially owned. Share ownership has been computed in
accordance with SEC rules and does not necessarily indicate
beneficial ownership for any other purpose.
Number Percent
Name and Address of Shares of Class
Stephen M. Case Revocable Trust 2,988,581 (1)(2) 41.5%
P. O. Box 9040
McLean, Virginia 22102
Ka Po'e Hana LLC 2,988,581 (1) 41.5%
1711 N Street, N.W.
Washington, DC 20036
The J. Walter Cameron Family Group 2,413,682 (3)(2) 33.5%
3150 Hoomua Drive
Kihei, Hawaii 96753
Mary C. Sanford 648,331 (3) 9.0%
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
Maui Land & Pineapple Company, Inc.
Employee Stock Ownership Trust 386,316 (4) 5.4%
c/o Bank of Hawaii, Trustee
P. O. Box 3170
Honolulu, Hawaii 96802
(1) Ka Po'e Hana LLC has power of attorney over the 2,988,581
shares of Company stock that are 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 2,988,581 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 the Stephen M. Case Revocable
Trust 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 25, 2003, this mutual right of first refusal applies to
1,050,906 shares owned by each party to the RFR Agreement.
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; 260,289
shares owned by Richard H. Cameron, his spouse and minor children
(including 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;
201,790 shares owned by the J. Walter Cameron Trust, FBO the
Sanford Family, of which Mary C. Sanford, Claire C. Sanford and
Bank of Hawaii are co-trustees; 50,448 shares owned by the J.
Walter Cameron Trust, FBO Richard H. Cameron, of which Richard H.
Cameron and Bank of Hawaii are co-trustees; and 50,448 shares
owned by the J. Walter Cameron Trust, FBO Douglas B. Cameron of
which Douglas B. Cameron and Bank of Hawaii are co-trustees.
Voting and investment decisions with respect to shares held by
the Cameron Family Partnership generally require approval of a
majority of the general partners. However, all of the
partnership's general partners must approve dispositions of the
Company's shares. Mrs. Ort has disclaimed sole or shared voting
power and sole investment power with respect to the shares held
by the Cameron Family Partnership.
(4) Gary L. Gifford, President of the Company, and 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 14,
2003 with respect to the Company's voting Common Stock
beneficially owned by directors, nominees, the Company's Chief
Executive Officer and four other most highly compensated officers
("Named Executive Officers") and by all directors, nominees and
executive officers of the Company as a group (see "Election of
Directors" below). Unless otherwise indicated and subject to
applicable community property and similar statutes, all persons
listed below have sole voting and investment power over all
shares of Common Stock beneficially owned. Share ownership has
been computed in accordance with SEC rules and does not
necessarily indicate beneficial ownership for any other purpose.
Number
of Shares
Beneficially Percent
Owned of Class
John H. Agee 2,988,581 (1)41.5%
Richard H. Cameron 709,841 (2) 9.9%
Claire C. Sanford 764,755 (3)10.6%
Donald A. Young 11,580 (4) *
Paul J. Meyer 8,328 (4) *
Douglas R. Schenk 5,993 (4) *
Gary L. Gifford (5) 5,050 (4) *
Randolph G. Moore 4,000 *
Robert M. McNatt 160 (4) *
David A. Heenan -- --
Fred E. Trotter III -- --
All directors, nominees and
Named Executive Officers
as a group (14) 4,102,182 57.0%
*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 2,988,581
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) Richard H. Cameron owns of record 247,633 shares and
may be deemed to own beneficially 709,841 shares.
Included are 5,456 shares allocated to him as a
participant in the Company's ESOP (see Note (4) under
"Security Ownership of Certain Beneficial Owners");
7,200 shares owned by his spouse and minor children;
399,104 shares owned by the Cameron Family Partnership
(see Note (3) under "Security Ownership of Certain
Beneficial Owners"), which also may be deemed to be
owned by Claire C. Sanford (see Note (3) below); and
50,448 shares owned by the J. Walter Cameron Trust, FBO
Richard H. Cameron (see Note (3) under "Security
Ownership of Certain Beneficial Owners"). Mr. Cameron
has sole voting and investment power with respect to
252,433 shares, and shared voting and investment power
with respect to 457,408 shares. Mr. Cameron is a Class
Three Director (see "Election of Directors" below).
(3) Claire C. Sanford owns of record 163,861 shares and may
be deemed to own beneficially 764,755 shares. Included
are 399,104 shares owned by the Cameron Family
Partnership (see Note (3) under "Security Ownership of
Certain Beneficial Owners"), which also may be deemed
to be owned beneficially by Richard H. Cameron (see
Note (2) above); and 201,790 shares owned by the J.
Walter Cameron Trust, FBO the Sanford Family (see Note
(3) under "Security Ownership of Certain Beneficial
Owners"). Ms. Sanford has sole voting and investment
power with respect to 163,861 shares, and shared voting
and investment power with respect to 600,894 shares.
Ms. Sanford is a Class Two Director (see "Election of
Directors" below).
(4) Primarily represent shares allocated to the Named Executive
Officers as participants in the Company's ESOP (see Note (4)
under "Security Ownership of Certain Beneficial Owners").
(5) Mr. Gifford has announced his retirement effective May 27,
2003.
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, 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.
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 2004 ("Class Two Directors"). The third class
consists of the two directors whose term of office expires in
2005 ("Class Three Directors").
The Board recommends the election of the nominees listed
below as Class One Directors to hold office for three years,
until 2006, or until their successors are elected and qualified.
If at the time of the 2003 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 One Directors.
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. At the Company's March 3,
2003 Board of Directors meeting, the Company's Board of Directors
passed a resolution to waive the age restriction with regard to
Fred E. Trotter III for the three-year term that begins in 2003.
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 Teacher with the State of Hawaii,
(age 64) Department of Education, 2001 to present.
He was Chief Executive Officer of Kaneohe
Ranch, a manager of family trusts in Kailua,
Hawaii and Executive Vice President of the
H.K.L. Castle Foundation, a charitable
family foundation in Kailua, Hawaii from
1989 to 2001. 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 serves on the boards of the
privately held companies, Hawaii
Stevedores, Inc., Koga Engineering &
Construction, Inc., Haleakala Ranch
Company and Grove Farm Company, Inc. He
is Chairman of the Board of Trustees of
the Land Use Research Foundation. 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 72) business consulting firm in Honolulu,
Hawaii, 1991 to present. 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 Longs Drug Stores Corp. and
Haleakala Ranch Company (privately held).
He is a member of the Executive Committee
of JAIC-Shinrai Venture Capital,
Investment, Ltd., a Japanese limited
partnership. Mr. Trotter serves on the
boards of the Kahuku Community Hospital,
The Aloha Council Boy Scouts of America
and various other community organizations.
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-Term expires in 2004:
David A. Heenan Trustee of The Estate of James Campbell, a
(age 63) private trust in Honolulu, Hawaii, 1995 to
present. 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 (privately held)
and Bank of Hawaii Corporation. Mr. Heenan
has been a director of the Company since
1999 and effective May 27, 2003, he will be
Chairman of the Board of Maui Land &
Pineapple Company, Inc.
Claire C. Sanford Co-owner of Top Dog Studio, a jewelry and
(age 44) metal sculpture business in Gloucester,
Massachusetts, 1986 to present. She is a
part-time instructor at the Massachusetts
College of Art. 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 1999. Mary C.
Sanford, a Director Emeritus, is the
mother of Ms. Sanford and Director Richard
H. Cameron is a cousin of Ms. Sanford.
Class Three Directors- Nominees to be elected in 2005:
Richard H. Cameron Assistant Manager of Waldenbooks, a retail
(age 48) store in Kihei, Hawaii, 2002 to present.
Mr. Cameron has been Chairman of the Board
of Maui Land & Pineapple Company, Inc. and
a private investor in Kihei, Hawaii since
1999. Mr. Cameron resigned as Chairman of
the Board effective May 27, 2003. He was
the Publisher of Maui Publishing Company,
Ltd., a newspaper publishing company in
Wailuku, Hawaii, from 1995 to 2000. Mr.
Cameron was Vice President/Property
Management of Maui Land & Pineapple
Company, Inc. from 1990 to 1995. Mr.
Cameron serves on the boards of the
privately held companies, Haleakala Ranch
Company and Triple C Investment Corp. He
has been a director of the Company since
1984. Mary C. Sanford, a Director
Emeritus, is the aunt of Mr. Cameron and
Director Claire C. Sanford is a cousin of
Mr. Cameron.
John H. Agee President and Chief Executive Officer of
(age 54) Ka Po'e Hana LLC, a private family
investment office, 2000 to present. He
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 the
privately held companies, Grove Farm
Company, Inc. and Acirca, Inc. Mr. Agee
serves on the boards of various
community organizations. He has been a
director of the Company since 2001.
Certain Transactions
See information regarding Haleakala Ranch Company in
"Compensation Committee Interlocks and Insider Participation."
Directors' Meetings and Committees
The Board of Directors held four meetings in 2002. It has
two standing committees, the Audit Committee and the Compensation
Committee. The Audit Committee held six meetings and the
Compensation Committee held one meeting in 2002. The Board has
no Nominating Committee. In 2002, 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, selects and monitors the independence and performance
of its independent auditors and monitors the performance of the
Company's internal 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 from the
Company and its management, as defined by Section 121A of the
American Stock Exchange Listing Standards.
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
(Director Emeritus), David A. Heenan, Randolph G. Moore,
Claire C. Sanford and Mary C. Sanford (Director Emeritus).
In 2002, 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.
Audit Committee Report
The Audit Committee of the Board of Directors is responsible
for monitoring the integrity of the Company's consolidated
financial statements, its system of internal accounting controls
and the performance of its internal auditors. The Committee
selects the independent auditors and monitors their independence
and performance. The Committee is composed of three members and
operates under a written charter adopted and approved by the
Board of Directors. The Board has determined that each Committee
member is independent from the Company and its management, as
defined by the American Stock Exchange Listing Standards.
Management is responsible for the preparation and
correctness of financial statements and the financial reporting
process, including the system of internal controls, and has
represented to the Audit Committee that such financial statements
were prepared in accordance with accounting principles generally
accepted in the United States of America. 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 and
have delivered an unqualified opinion to that effect.
The Committee reviewed and discussed with management and the
independent auditors the Company's quarterly and annual audited
financial statements and Forms 10-Q for 2002, the 2002 Annual
Report and Form 10-K for the year ended December 31, 2002, prior
to their filing. The Committee reviewed the Company's written
press releases of earnings prior to issuance. The Committee
discussed with the Company's internal auditors the overall scope
and plans for their audits and the results of such audits. The
Committee met with the internal auditors and the independent
auditors, with and without management present, to discuss the
results of their examinations. In October 2002, the Committee
reviewed with management the applicable provisions in the
Sarbanes-Oxley Act of 2002 and discussed how the Company would
proceed to address each of the applicable sections.
The Audit Committee discussed with the independent auditors
the matters required to be discussed by Statement on Auditing
Standards (SAS) No. 61, "Communications with Audit Committees,"
as amended by SAS Nos. 89 and 90. 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. The Audit Committee also
considered the compatibility of the services covered by the
financial information systems design and implementation fees and
other fees described on page 15 with the Company's principal
accountants' independence.
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 2002 Annual
Report be included in the Company's annual report on Form 10-K
for the year ended December 31, 2002.
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 Named Executive
Officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
All
Name and Other
Principal Position Year Salary Bonus Compensation
(1) (2)
Gary L. Gifford 2002 $422,295 $ -- $ 3,066
President & Chief 2001 399,411 -- 2,148
Executive Officer 2000 389,917 -- 2,054
Paul J. Meyer 2002 264,750 -- 2,431
Executive Vice 2001 252,567 -- 1,601
President/Finance 2000 246,958 -- 1,544
Douglas R. Schenk 2002 248,683 -- 1,445
Executive Vice 2001 235,057 -- 1,291
President/Pineapple 2000 229,317 -- 1,092
Donald A. Young 2002 236,667 -- 2,431
Executive Vice 2001 223,517 4,032 1,550
President/Resort 2000 216,983 -- 1,459
& Commercial Property
Robert M. McNatt (3) 2002 166,000 -- 986
Vice President/Land 2001 160,906 3,629 428
Planning & Development 2000 143,567 -- 386
(1) Represents annual incentive award earned for the year.
(2) Amounts represent value of life insurance benefits in
accordance with Internal Revenue Service Table PS-58.
(3) Includes amounts earned prior to May 2001 as Vice
President/Development of Kapalua Land Company, Ltd.
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth estimates of the possible
future payouts to each of the Named Executive Officers under the
Company's Long-Term Incentive Plans:
Performance Estimated Future Payouts Under
Period Until Non-Stock Price Based Plan
Name Payout Threshold Target Maximum
Gary L. Gifford 2001 - 2003 $68,800 $137,700 $206,500
2002 - 2004 71,500 143,100 214,600
Paul J. Meyer 2001 - 2003 31,000 62,200 93,200
2002 - 2004 32,300 64,600 96,900
Douglas R. Schenk 2001 - 2003 28,900 57,800 86,700
2002 - 2004 30,100 60,100 90,200
Donald A. Young 2001 - 2003 27,300 54,700 82,100
2002 - 2004 28,600 57,200 85,900
Robert M. McNatt 2001 - 2003 10,300 20,700 31,000
2002 - 2004 12,000 24,000 36,000
The goals for the performance cycles beginning in 2001 and
2002 are based on cumulative cash flow from operating activities
for the three years ended December 31, 2003 and 2004,
respectively, and a targeted return on equity for the three-year
period. The Company's financial performance must meet the
threshold for both goals to initiate a payout.
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 $19,202 $25,603 $32,004 $38,405 $42,672
125,000 24,827 33,103 41,379 49,655 55,172
150,000 30,452 40,603 50,754 60,905 67,672
175,000 36,077 48,103 60,129 72,155 80,172
200,000 41,702 55,603 69,504 83,405 92,672
225,000 47,327 63,103 78,879 94,655 105,172
250,000 52,952 70,603 88,254 105,905 117,672
275,000 58,577 78,103 97,629 117,155 130,172
300,000 64,202 85,603 107,004 128,405 142,672
325,000 69,827 93,103 116,379 139,655 155,172
350,000 75,452 100,603 125,754 150,905 167,672
375,000 81,077 108,103 135,129 162,155 180,172
400,000 86,702 115,603 144,504 173,405 192,672
425,000 92,327 123,103 153,879 184,655 205,172
450,000 97,952 130,603 163,254 195,905 217,672
475,000 103,577 138,103 172,629 207,155 230,172
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 the maximum annual benefit limitation ($160,000 in
2002) or the maximum compensation limitation ($200,000 in 2002),
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 that
at age 65, pension benefits will approximate 60% of their final 5-
year average earnings. At December 31, 2002, the Named Executive
Officers were credited with approximately the following years of
service for pension computation purposes: Gifford -14.3; Meyer
- -17.8; Schenk -25.3; Young -23.5; McNatt -6.0.
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 a restructured or downsized operation; discontinuance
of certain business activities; or 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 dated, March 1999 (the
"Agreements"), cover Named Executive Officers, Messrs. Gifford,
Meyer, Schenk and Young. Any payments under the Agreements would
be in lieu of any payments under the Executive Severance Plan.
The Agreements with the executive officer provide that a "change-
in-control" means one or more of the following occurrences with
respect to the Company or a Subsidiary:
~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;
~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;
~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;
~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;
~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
~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.
The Agreements with the executive officer entitle the
executive to severance payments if a change-in-control occurs and
within 36 months thereafter the executive's employment terminates
involuntarily without just cause (as defined) or the executive
voluntarily terminates employment for good reason (as defined).
Severance payments include:
~a lump sum cash payment of 2.99 times 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);
~a payout under the Company's annual incentive plan (if any),
in accordance with the terms of such plan;
~a continuation of all welfare benefits at normal employee
cost for three full years from the effective date of termination;
~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
following the executive's effective date of termination; and
~standard outplacement services as selected by the executive
for a period of up to 36 months 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.
Mr. Gifford's retirement effective May 27, 2003, does not
trigger severance payments under his Change-in-Control Agreement.
As of the date of printing of this proxy statement, an agreement
has not been reached as to the compensation arrangements
attendant to Mr. Gifford's retirement.
Report of Compensation Committee on Executive Compensation
The Compensation Committee of the Board of Directors 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. In March 2002, the
Committee approved increases averaging 4.7% in the base salary
midpoints for the executive officers. 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 600 Food Products referred to in the
Shareholder Return Performance Graph on page 14.
In February 2002, a subcommittee of the Committee,
consisting of Messrs. Trotter, Cameron and Moore, reviewed the
performance of the CEO in relation to the financial and non-
financial objectives set early in the year. The Committee
approved 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 March 2002, the Committee
approved a 4% salary increase for Mr. Gifford.
In March 2002, the Committee reviewed with the CEO the
individual performance of each of the other executive officers
and evaluated 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 March 2002, the Committee
approved increases to the base salaries for these executive
officers ranging from 2.9% to 6.3%.
In March 2002, the Committee approved measures and goals for
the 2002 Long- Term Incentive Plan cycle, which covers the
executive officers and certain other key employees. The threshold
for payout under this plan is based on cumulative cash flow from
operating activities for the years 2002 through 2004 and a
targeted return on beginning equity for the three-year period.
Potential payout percentages under this plan vary, and range from
7.5% to 52.5% of annual salary.
Compensation Committee:
Fred E. Trotter (Chairman) David A. Heenan
John H. Agee 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 Small Cap
600 Index, the S&P 600 Food Products and the S&P 500 Index. The
Shareholder Return Performance Graph shown in the immediately
preceding year compared the Company to the S&P 500 Index and the
S&P 500 Food Group. The S&P 500 Food Group is no longer a
published index. Therefore, the Company has chosen to use the
S&P Small Cap 600 Index and the S&P 600 Food Products because
these include companies of similar capitalization as the Company.
The S&P 500 Index is included for comparison purposes.
SEE APPENDIX FOR GRAPH POINTS
*$100 invested on December 31, 1997 in common stock of Maui Land
& Pineapple Company, Inc., S&P Small Cap 600 Index, S&P 600 Food
Products and the S&P 500 Index.
Compensation Committee Interlocks and Insider Participation
Committee member Richard H. Cameron was an executive officer
of the Company until his resignation in October 1995.
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. In November 2002,
the Company's Board of Directors approved the formation of a
joint venture with Haleakala Ranch Company to develop and sell
approximately 100 acres of land in Upcountry Maui. Richard H.
Cameron and Mary C. Sanford are officers, directors and major
stockholders of Haleakala Ranch Company. Claire C. Sanford is a
major stockholder of Haleakala Ranch. Committee members Fred E.
Trotter III and Randolph G. Moore are directors of Haleakala
Ranch Company.
Except for the foregoing, no member of the Compensation
Committee during fiscal year 2002 served as an officer, former
officer or employee of the Company or any of its subsidiaries, or
had a relationship discloseable under "Certain Transactions."
Further, during fiscal year 2002, no executive officer of the
Company served as a member of the Compensation Committee (or
equivalent) of any other entity, one of whose executive officers
served as one of the Company's directors or on its Compensation
Committee; or as a director of any other entity, one of whose
executive officers served on the Company's Compensation
Committee.
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 2003 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.
Aggregate fees billed to the Company by Deloitte & Touche LLC,
the Company's principal accounting firm, for the year ended
December 31, 2002 were as follows:
Audit Fees - The aggregate fees billed for professional services
rendered for the audit of the Company's annual financial
statements and the reviews of the Company's financial statements
included in its Quarterly Reports on Form 10-Q were $244,000.
Financial Information Systems Design and Implementation Fees -
The aggregate fees billed for designing and implementing a
hardware and software system that aggregates source data
underlying the Company's financial statements and generates
information that is significant to the Company's financial
statements were $654,000.
All Other Fees - The aggregate fees billed for other services
were $60,000. This includes audit fees for the Company's defined
contribution pension plans and income tax compliance services.
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 December 2, 2003 in order to be considered
for inclusion in the Company's proxy statement and proxy card for
the 2004 Annual Meeting.
The Company's Bylaws contain additional requirements that
must be satisfied for any proposal of stockholders made other
than under Rule 14a-8 or any nomination by a stockholder of
directors to be considered at an annual or special meeting.
Compliance with these requirements will entitle the proposing
shareholder only to present such proposals or nominations before
the meeting, not to have the proposals or nominations included in
the Company's proxy statement or proxy card. 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 2004 Annual Meeting will be timely only
if received at the Company's corporate offices no earlier than
December 31, 2003 and no later than January 31, 2004. However,
if the 2004 Annual Meeting is called for a date that is not
within thirty days before or after May 27, 2004, 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 2004 Annual Meeting or the
date of the Company's public disclosure of the date of the 2004
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:
~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;
~the name and record address of such stockholder;
~the number of shares of stock of the Company owned by such
stockholder
beneficially and of record;
~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
~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
as to each person whom the stockholder proposes to nominate for
election as a director:
~the name, age, business address and residence address of the
person;
~the principal occupation or employment of the person;
~the number of shares of stock of the Company owned by the
person beneficially and of record; and
~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 as
to the stockholder giving the notice:
~the name and record address of such stockholder;
~the number of shares of stock of the Company owned by such
stockholder beneficially and of record;
~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;
~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
~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 2006 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 at 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, facsimile 808-877-1614 or
e-mail at mauimlp@maui.net.
MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS
Owners of common stock in street name may receive a notice
from their broker or bank stating that only one annual report and
proxy statement will be delivered to multiple security holders
sharing an address. This practice, known as "householding," is
designed to reduce printing and postage costs. However, if any
shareholder residing at such an address wishes to receive a
separate annual report or proxy statement, he or she may contact
the Company's Secretary at P.O. Box 187, Kahului, Hawaii 96733-
6687 or by telephone at 808-877-3351 or e-mail at
mauimlp@maui.net.
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 31, 2003
APPENDIX
The graphic image for shareholder return performance found in
this document has the following graph points:
S&P
S&P FOOD S&P
ML&P 600 PRODUCTS 500
1997 100 100 100 100
1998 79 99 133 129
1999 153 111 97 156
2000 210 124 101 141
2001 213 132 147 125
2002 141 113 129 97
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 27, 2003
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 Tuesday, May 27, 2003, 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 One Directors to
serve for a three-year term or until their successors have been
elected and qualified:
RANDOLPH G. MOORE AND FRED E. TROTTER III
______ 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 2003 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:________________, 2003
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.