DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772 USA
(662) 742-4500
March 25, 2002
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of the Stockholders of
Delta and Pine Land Company, which will be held on Thursday, April 25, 2002, at
10:00 AM, Central Time, at the East Memphis Marriott Hotel, Thousand Oaks
Business Center, 2625 Thousand Oaks Boulevard, Memphis, Tennessee. All
stockholders of record as of March 6, 2002, are entitled to vote at the annual
meeting.
We appreciate your confidence in the Company and hope you will attend this
Annual Meeting in person.
Whether or not you expect to attend the meeting, please complete, sign, date and
promptly return the enclosed proxy card to ensure that your shares will be
represented at the meeting. If you attend the meeting, you may vote in person
even if you have sent in your proxy card.
Sincerely,
Jon E. M. Jacoby
Chairman of the Board
DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772 USA
(662) 742-4500
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 25, 2002
To the Stockholders of
Delta and Pine Land Company:
The Annual Meeting of the Stockholders of Delta and Pine Land Company will be
held at the East Memphis Marriott Hotel, Thousand Oaks Business Center, 2625
Thousand Oaks Boulevard, Memphis, Tennessee on Thursday, April 25, 2002, at
10:00 AM, Central Time, for the following purposes:
1. to elect two Class III members to the Board of Directors to three-year
terms expiring at the 2005 Annual Meeting of Stockholders;
2. to ratify the appointment of Arthur Andersen LLP as the independent public
accountants for the fiscal year ending August 31, 2002;
3. to act on a shareholder proposal to repeal the classified Board of
Directors;
4. to transact such other business as may properly come before the meeting or
any adjournments thereof.
The accompanying Proxy Statement contains further information with respect to
these matters.
The stockholders of record at the close of business on March 6, 2002, are
entitled to notice of and to vote at the Annual Meeting. The list of
stockholders will be available for examination for the 10 days prior to the
meeting at Delta and Pine Land Company's Corporate office, One Cotton Row,
Scott, Mississippi 38772.
Your vote is important. Whether or not you plan to attend the meeting, please
complete, sign and promptly return the enclosed proxy using the enclosed
addressed envelope, which requires no postage if mailed within the United
States.
BY ORDER OF THE BOARD OF DIRECTORS
Jerome C. Hafter
Secretary
March 25, 2002
DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772
(662) 742-4500
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
April 25, 2002
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Delta and Pine Land Company ("D&PL" or the
"Company") from stockholders holding shares of D&PL Common Stock ("Shares") for
use at its Annual Meeting of Stockholders to be held on April 25, 2002, and at
any adjournment or adjournments thereof. To assure adequate representation at
the Annual Meeting, stockholders are requested to promptly sign and return the
enclosed proxy.
Any stockholder giving a proxy has the power to revoke it at any time before it
is voted. Revocation of a proxy is effective upon receipt by the Secretary of
the Company of either: (i) an instrument revoking it or (ii) a duly-executed
proxy bearing a later date. In addition, a stockholder who is present at the
meeting may revoke the stockholder's proxy and vote in person if the stockholder
so desires. Proxies furnished by stockholders pursuant hereto will be voted on
proposals properly introduced at the meeting and in elections; and, if the
person solicited specifies in the proxy a choice with respect to matters to be
acted upon, the Shares will be voted in accordance with such specification. If
no choice is specified, the proxy will be voted FOR approval of the nominees for
directors, FOR the appointment of the independent public accountants named
therein, AGAINST the shareholder proposal, and in the discretion of the proxy
holders with regard to such other business as may come before the meeting.
Stockholders of record at the close of business on March 6, 2002 are entitled to
vote at the meeting. The Proxy Statement and the accompanying form of proxy were
mailed on or about March 25, 2002, to all stockholders of record as of the close
of business on that date. The transfer agent, Computershare Investor Services,
LLC, will tabulate the votes received prior to the meeting. The Secretary of the
Company and W. Thomas Jagodinski, Senior Vice President, Chief Financial Officer
and Assistant Secretary of the Company, will be appointed as inspectors of the
Annual Meeting to count all votes and ballots and perform the other duties
required of inspectors.
The presence at the Annual Meeting, in person or by proxy, of a majority of the
Shares outstanding on March 6, 2002, will constitute a quorum. At that date,
approximately 38,481,444 Shares were outstanding. The affirmative vote of the
holders of a plurality of the Shares that are represented in person or by proxy
at the meeting and entitled to vote is required to approve the election of
directors. All matters other than the election of directors submitted to the
stockholders shall be decided by a majority of the votes cast with respect to
such matters. Each Share is entitled to one vote. The Company's stock is traded
on the New York Stock Exchange under the symbol DLP.
All references herein to a particular year refer to the Company's fiscal year,
which ends or ended on August 31 of the year indicated.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the best knowledge of the Company based on information filed with the
Securities and Exchange Commission and the Company's stock records, the
following table sets forth as of February 28, 2002, Shares beneficially owned by
each director, each nominee for director, certain executive officers, any person
owning more than 5% of the Shares individually, others with significant
ownership and by all executive officers and directors as a group.
Name of Beneficial Owner Shares Beneficially Owned
- ---------------------------------------- ---------------------------------
Amount of
Beneficial Percentage
Ownership of Class
- ---------------------------------------- ----------------- --------------
FMR Corp. (1) 2,917,242 7.5
Stephens Group, Inc. (2) 2,589,137 6.7
Monsanto Company (3) 1,777,776 4.6
Jon E. M. Jacoby (4) 133,731 *
F. Murray Robinson (5) 113,246 *
Nam-Hai Chua (6) 45,505 *
Rudi E. Scheidt (7) 45,112 *
Stanley P. Roth (8) 27,500 *
Joseph M. Murphy (9) 698 *
Charles R. Dismuke, Jr. (5) 82,666 *
W. Thomas Jagodinski (5)(10) 70,211 *
James H. Willeke (5) -- *
All Directors and Executive Officers as a Group 749,230 1.9
[19 persons] (11) (12)
* Less than one percent
(1) The mailing address for FMR Corp. is 82 Devonshire Street, Boston,
Massachusetts 02109.
(2) Mr. Jacoby, a director of Stephens Group, Inc. ("SGI") and its subsidiary,
Stephens, Inc., owns 133,731 Shares which are not included. See Note 4
below. The mailing address for Stephens Group, Inc. and affiliates is 111
Center Street, Little Rock, Arkansas 72201.
(3) Excludes shares obtainable by conversion of Series M Convertible Preferred
Stock. If Monsanto converts pursuant to the terms of the preferred stock,
Monsanto would receive 1,066,667 Shares of Common Stock which would make
its amount of beneficial ownership 2,844,443 Shares, or 7.3%. The mailing
address for Monsanto Company is 800 North Lindbergh Blvd., St. Louis,
Missouri 63167.
(4) Includes the following Shares: 113,637 Shares owned by Jacoby Enterprises,
Inc., as to which Mr. Jacoby has sole power to vote and sole power of
disposition; and 20,094 Shares owned beneficially by Mr. Jacoby. Does not
include Shares owned by Stephens Group, Inc., or other of its affiliates,
except Jacoby Enterprises, Inc. See Note 2 above. The mailing address for
Jacoby Enterprises, Inc., and Mr. Jacoby is 111 Center Street, Little Rock,
Arkansas 72201.
(5) The mailing address for Messrs. Robinson, Jagodinski, Willeke and Dismuke
is One Cotton Row, Scott, Mississippi 38772.
(6) Consists of 10,666 Shares owned by Dr. Chua's wife and 34,839 Shares held
jointly by Dr. Chua's wife and child. Dr. Chua disclaims beneficial
ownership of these Shares. The mailing address for Dr. Chua is c/o
Laboratory of Plant Molecular Biology, Rockefeller University, 1230 York
Avenue, New York, New York 10021-6399.
(7) The mailing address for Mr. Scheidt is 54 South White Station Road,
Memphis, Tennessee 38117.
(8) These Shares are owned by North American Capital Corporation, as to which
Mr. Roth has sole power to vote and sole power of disposition. The mailing
address for Mr. Roth is 510 Broad Hollow Road, Suite 206, Melville, New
York 11747.
(9) The Shares indicated are owned by Mr. Murphy's wife. Mr. Murphy disclaims
beneficial ownership of these Shares. The mailing address for Mr. Murphy is
2687 North Ocean Boulevard, Boca Raton, Florida 33431.
(10) Includes 3,555 Shares owned by Mr. Jagodinski's wife. Mr. Jagodinski
disclaims beneficial ownership of Shares owned by his wife.
(11) Includes the following Shares: 698 Shares owned by the wife of Joseph M.
Murphy; 3,555 Shares owned by the wife of Mr. Jagodinski; and 45,505 Shares
owned by the wife and child of Dr. Chua.
(12) As a group, the 749,230 Shares shown exclude vested and unvested options
for 461,810 Shares pursuant to the 1993 Delta and Pine Land Company Stock
Option Plan and options for 1,654,826 Shares pursuant to the 1995 Long-Term
Incentive Plan for a total of 2,116,636. These option amounts include
vested options for each individual listed in the table as follows: Jon E.
M. Jacoby, 82,488; F. Murray Robinson, 89,954; Nam-Hai Chua 82,488; Rudi E.
Scheidt, 82,488; Stanley P. Roth, 82,488; Joseph M. Murphy, 27,376; Charles
R. Dismuke, Jr., 120,000; W. Thomas Jagodinski, 140,778; and James H.
Willeke, 59,000 for a total of 767,060.
OFFICERS OF THE COMPANY
Offices Held with Company;
Name (Age) Position (1) Principal Occupation for Past Five Years
- -- ----------- -- ------------- -- ----------------------------------------
Jon E. M. Jacoby (63) Chairman of the Board Mr. Jacoby has been employed by Stephens, Inc. and Stephens
Group, Inc., companies that engage in investment banking
activities, since 1963 and is presently a director and
officer for each of these companies. Stephens Inc. and
Stephens Group, Inc. are stockholders of D&PL. Mr. Jacoby is
a director of Sangamo Bio-sciences, Eden Bioscience Corp.
and Power-One, Inc. He was a director of American Classic
Voyages Co. until he resigned on June 30, 1997 and of
Beverly Enterprises, Inc. until May 24, 2001.
Stanley Roth (64) Vice Chairman Mr. Roth controls and has been the Chairman of NACC, a
private merchant banking firm, since 1976. Since 1988, Mr.
Roth has served as the Chairman of Royal-Pioneer Industries,
Inc., and a director of Hollis Corporation. Mr. Roth became
the Vice Chairman of CPG International, Inc., in 1990 and
the Chairman of GPC International, Inc., its successor
corporation, in 1994. In 2001, Mr. Roth relinquished the
Chairmanship of GPC International, Inc. but continues to
serve as a director. Mr. Roth is not an employee of D&PL
and receives no additional compensation for his role as Vice
Chairman.
F. Murray Robinson (67) Vice Chairman and Mr. Robinson has been employed by D&PL as Chief Executive
Chief Executive Officer and Vice Chairman since October 2000. Prior to his
Officer retirement from D&PL in April 1999, Mr. Robinson had been
employed by D&PL serving as Executive Vice
President from December 1998 until April 1999 and
President and COO from February 1989 until
December 1998 and Executive Vice President
from April 1988 until February 1989. From 1981
through 1988, Mr. Robinson served in
various capacities for Agrigenetics Corporation,
an agribusiness company with various seed
divisions and biotechnology plant operations.
Charles R. Dismuke, Jr. (47) Senior Vice President Mr. Dismuke has served as Senior Vice President since August
1999. From January 1997 until August 1999, he served as
Senior Vice President and as President of Deltapine Seed
Division. From October 1989 until January 1997, he served
as Vice President-Operations. Mr. Dismuke was a General
Manager of one of the Company's subsidiaries, Greenfield
Seed Company, from 1982 until 1989. Mr. Dismuke has been
employed by D&PL or one of its subsidiaries since June 1977.
W. Thomas Jagodinski (45) Senior Vice Mr. Jagodinski has served as Senior Vice President and Chief
President, Chief Financial Officer and Assistant Secretary since September
Financial Officer 2000 and from March 2000 until September 2000 as Senior Vice
and Assistant President-Finance, Treasurer and Assistant Secretary. From
Secretary February 1993 until March 2000, he served as Vice President
- Finance and Treasurer and Assistant Secretary.
From May 1992 until February 1993, he served
as Treasurer and Chief Financial Officer. From
October 1991 to May 1992, Mr. Jagodinski served as
the Director of Corporate Accounting and Financial
Reporting and Income Taxes. Prior to joining
the Company, Mr. Jagodinski was employed by
Arthur Andersen LLP in various capacities since
1983.
Harry B. Collins (61) Vice Dr. Collins has served as Vice President-Technology Transfer
President-Technology since April 1998. From 1985 until April 1998, Dr. Collins
Transfer served as the Company's Vice President-Research. Prior to
that, Dr. Collins was the senior soybean breeder for the
Company. Dr. Collins has been employed by D&PL since 1974.
Earl E. Dykes (48) Vice Mr. Dykes has served as Vice-President - Operations since
President-Operations February 1997 until present. Prior to that time, Mr. Dykes
served as the General Manger - Arizona Processing, Inc.
(which was acquired by the Company in May 1996 as the result
of the Sure Grow merger). Mr. Dykes was a shareholder of
Arizona Processing, Inc. at the time of acquisition.
Ricky D. Greene (32) Vice Mr. Greene has served as Vice President-Business Development
President-Business since September 2000. From May 1997 until September 2000,
Development Mr. Greene served as Director of International Taxation and
Finance. Prior to joining the Company, Mr. Greene was
employed by Arthur Andersen LLP in various capacities since
1991.
Kater D. Hake (49) Vice Dr. Hake has served as Vice President - Technology
President-Technology Development since May 2001. From September 1996 until May
Development 2001, he served as International Division Vice President -
Technical Services. Prior to joining the company, Dr. Hake
was Associate Professor with Texas A&M University, Manager
of Cotton Physiology for the National Cotton Council of
America and Extension Farm Advisor with the University of
California.
William V. Hugie (42) Vice President- Dr. Hugie has served as Vice President-Research since
Research September 1998. From September 1996 until September 1998,
he served as Vice President-New
Technologies. From August 1994 until September 1996,
he served as a Project Leader of the Transgenic
Cotton Breeding Program, and from December 1988
until August 1994, he served as a Project Leader
of the Sorghum Breeding Program. Prior to joining
the Company, Dr. Hugie was employed by Funk Seed
International from 1986 to 1988.
Thomas A. Kerby (57) Vice Dr. Kerby has served as Vice President-Technical Services
President-Technical since September 1994 and Director - Technical Services from
Services November 1993, when he joined D&PL, until September 1994.
Prior to joining the Company, Dr. Kerby served
the cotton industry of California and the
University of California as Extension Cotton
Agronomist from 1981 through November 1993.
Donald L. Kimmel (63) Vice Mr. Kimmel has served as Vice President-Industry Relations
President-Industry of D&PL since September 2001, and prior to that time, as
Relations Vice President-Sales and Marketing of D&PL since 1986. From
1985 to 1986, Mr. Kimmel served as D&PL Marketing Manager.
Charles V. Michell (39) Vice Mr. Michell has served as Vice President-Supply Chain
President-Supply Management, Corporate Quality Assurance, and Information
Chain Management, Systems since August 2001. From April 2000 until August
Corporate Quality 2001, he served as Vice President-Supply Chain Management
Assurance, and and Information Systems. From October 1998 until April
Information Systems 2000, he served as Vice President of Information Systems,
and prior to that time, as Corporate Director-Information
Systems and Telecommunications since March 1995. He
joined the Company in 1987 as Manager
of Information Systems. Prior to joining the
Company, Mr. Michell was Manager of Computer
Operations at St. Dominic Jackson Memorial Hospital
and he was self-employed as an Information
Technology Consultant in the hospital, banking and
custom welding industries.
Ann J. Shackelford (44) Vice Ms. Shackelford has served as Vice President - Corporate
President-Corporate Services since September 1997 and, until that time, as
Services Director of New Business Product Development since January
1997. From October 1994 until January 1997, she served as
Legal Coordinator. Prior to joining the Company, Ms.
Shackelford was involved in private business.
John D. Stewart (42) Vice Mr. Stewart has served as Vice President and President of
President-President D&PL International Division since September 2000. From June
D&PL International 1998 to September 2000, Mr. Stewart served as the General
Division manager for Europe and Africa. He joined the Company in
April 1996 as Marketing and Technical Service
Manager-Deltapine Australia, a subsidiary.
Prior to joining the Company, Mr. Stewart
established and managed a private consulting
business, serving cotton farmers in Australia.
James H. Willeke (57) Vice President- Mr. Willeke has served as Vice President- Sales and
Sales and Marketing Marketing since August 1999. From January 1997 until August
1999, he served as Senior Vice President and as
President-Paymaster Division. From 1987 until
1996, he served as President - Hartz Seed in
Stuttgart, Arkansas, a subsidiary of Monsanto
Company. From 1982 to 1987, he directed Lynks in
Marshalltown, IA, a subsidiary of Mycogen
Seeds, as General Manager.
Jerome C. Hafter (56) .......Secretary Mr. Hafter has served as Secretary of D&PL since July 1993,
and he served as Assistant Secretary from April 1990 until
July 1993. From 1976 until September 30, 2001, Mr. Hafter
was a partner in Lake Tindall, LLP, D&PL's general counsel
where he had performed legal services for D&PL since 1983,
and from October 1, 2001, he has been a partner of Phelps
Dunbar, LLP, now D&PL's general counsel ..................
(1) All biography information is provided as of March 25, 2002.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors is established by the Board of Directors and is
currently set at six. The Company's Restated Certificate of Incorporation and
By-Laws provide that the Board of Directors shall be divided into three classes
(Class I, Class II, and Class III), with each class containing one-third, or as
close to one-third as possible, of the total number of directors. Directors are
elected at each annual meeting to succeed those directors whose terms then
expire. Directors serve for terms of three years and until their successors have
been duly elected. The directors chosen to succeed those whose terms are
expiring are of the same class as the director they succeed. Class III Directors
were elected at the March 30, 2000 Annual Meeting (which served as a make-up
meeting for the 1999 Annual Meeting) to a term effectively expiring at the 2002
Annual Meeting. Class I Directors were elected at the December 29, 2000 Annual
Meeting to serve a term expiring at the 2003 Annual Meeting. Class II Directors
were elected at the June 20, 2001 Annual Meeting to serve a term expiring at the
2004 Annual Meeting.
The Board of Directors proposes the re-election of the two Class III Directors
listed below:
Name Offices Held with the Company;
(Year First Elected a Director) Principal Occupation for Past Five Years
CLASS III
Jon E. M. Jacoby (1992) .......................See the description of Mr. Jacoby's offices with the company and
principal occupation under "Officers of the Company")
F. Murray Robinson (2000) .....................(See the description of Mr. Robinson's offices with the company and
principal occupation under "Officers of the Company"). Mr. Robinson
was elected a Class III director of the Company on October 2, 2000
Continuing Directors
CLASS I
Stanley P. Roth (1988) ........................(See the description of Mr. Roth's offices with the company and
principal occupation under "Officers of the Company")
Nam-Hai Chua (1993) ...........................Dr. Chua has acted as a consultant to D&PL since April 1991. Dr.
Chua is the Andrew W. Mellon Professor and Head of the Plant
Molecular Biology Laboratory of Rockefeller University, New York,
New York, and has been with the University for over 20 years. In
addition, Dr. Chua served as the Chairman of the Management Board
of Directors of the Institute of Molecular Agrobiology ("IMA")
until September 2000, Deputy Chairman from that time until
September 2001, and as the Chairman of the Board of IMAGEN Holdings
Pte. Ltd, an affiliate of IMA until August 2001. Dr. Chua was also
a member of the Board of Directors of DNAP Holdings (formerly DNA
Plant Technology Corporation), until he resigned in 1998 and
BioInnovations of America (an entity owned by the Government of
Singapore, which invests in United States biotechnology companies)
until he resigned in 2000. Dr. Chua also acted as a scientific
consultant to Monsanto Company for matters relating to plant
biology through 1995. Dr. Chua is 57 years of age .................
CLASS II
Joseph M. Murphy (1992) .......................Since 1987 and February 1993, respectively, Mr. Murphy has been the
Chairman of Value Investors, Inc., a closely-held real estate
investment company, and the Chairman of Country Bank, New York, New
York. Mr. Murphy is 66 years of age ..............................
Rudi E. Scheidt (1993) ........................Since 1990, Mr. Scheidt has been a private investor. From 1973 to
1989, he served as President of Hohenberg Bros. Co., a worldwide
cotton merchant, headquartered in Memphis, Tennessee, and as its
Chairman during 1990. Mr. Scheidt is Director Emeritus of National
Commerce Financial Corporation, a bank holding company,
headquartered in Memphis, Tennessee. Mr. Scheidt is 76 years of
age ...............................................................
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE INDIVIDUALS LISTED AS CLASS III DIRECTORS.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Arthur Andersen LLP has served as the auditors for Delta and Pine Land Company
since 1984. Upon the recommendation of the Audit Committee, the Board of
Directors has appointed Arthur Andersen LLP as D&PL's independent auditors for
the fiscal year ending August 31, 2002. The stockholders are asked to ratify
this appointment at the annual meeting. Representatives of Arthur Andersen LLP
will be present at the meeting to respond to appropriate questions and to make a
statement if they so desire.
The Board of Directors reserves the right to withdraw its conditional
appointment of Arthur Andersen, LLP as D&PL's independent auditors if
circumstances arise, either before or after the annual meeting (notwithstanding
the affirmative vote of a majority of the shares in favor of this proposal),
which would make such withdrawal appropriate, as the Board of Directors may
determine in the exercise of its business judgment.
The ratification of the appointment of Arthur Andersen LLP as D&PL's independent
auditors requires the affirmative vote of a majority of the shares present at
the meeting in person or by proxy and entitled to vote. Arthur Andersen LLP
billed Delta and Pine Land Company the following fees for services provided
during fiscal year 2001:
o Audit Fees: The aggregate fees for professional services rendered for
the audit of D&PL's fiscal year 2001 annual financial statements and
review of D&PL's Form 10-Q reports were $132,000.
o Audit-Related Fees: The aggregate fees for professional services
rendered during fiscal 2001 related to statutory foreign and
stand-alone subsidiary audits and audits of employee benefit plans were
$205,000.
o Financial Information Systems Design and Implementation Fees: $0
o All Other Fees: The aggregate fees for all other non-audit services
(including tax-consulting and compliance fees of $242,000) were
$367,000.
D&PL's Audit Committee has considered whether Arthur Andersen LLP's provision of
non-audit services to D&PL is compatible with maintaining Arthur Andersen LLP's
independence.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
PROPOSAL NO.
3
DECLASSIFIED BOARD
The Company has been informed that the New York City Employees Retirement
System, 1 Centre Street, New York, New York 10007-2341, which reports an
ownership of 75,109 shares of Delta and Pine Land Company common stock, intends
to introduce the following proposal at the Annual Meeting:
REPEAL CLASSIFIED BOARD
Submitted on behalf of the New York City Employees' Retirement System
("NYCERS"), by Alan G. Hevasi, Comptroller of the City of New York.
BE IT RESOLVED, that the stockholders of Delta and Pine Land Company
request that the Board of Directors take the necessary steps to
declassify the Board of Directors and establish annual elections of
directors, whereby directors would be elected anually and not be
classes. This policy would take affect immediately, and be applicable
to the re-election of any incumbent director whose term, under the
current classified system, subsequently expires.
SUPPORTING STATEMENT
We believe that the ability to elect directors is the single most
important use of the shareholder franchise. Accordingly, directors
should be accountable to shareholders on an annual basis. The election
of directors by classes, for three-year terms, in our opinion,
minimizes accountability and precludes the full exercise of the rights
of shareholders to approve or disapprove annually the performance of a
director or directors.
In addition, since only one-third of the Board of Directors is elected
annually, we believe that classified boards could frustrate, to the
detriment of long-term shareholder interest, the efforts of a bidder to
acquire control or a challenger to engage successfully in a proxy
contest.
We urge your support for the proposal to repeal the classified Board
and establish that all directors be elected annually.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL
NO. 3.
The Company has had a classified Board of Directors since it became a public
company in 1993. The Board believes that directors elected for classified terms
are equally accountable to the shareholders as directors elected annually; the
same legal standards of performance apply to all directors regardless of the
length of the term. Moreover, directors of the Company are compensated, in part,
with shares of the Company's common stock. Stock-based compensation aligns the
interests of directors with those of the Company and its shareholders by
providing directors an ownership stake in the Company.
The Board believes that the ability to replace the entire Board of Directors at
one meeting undercuts director independence and leaves the Company vulnerable to
special-interest groups that may not be acting in the best interest of all
shareholders. The existence of a classified board encourages a potential
acquirer to enter into arms-length negotiations with the board and thereby gives
the board time and bargaining power to negotiate a transaction in the best
interests of all of the shareholders. A three-year term also enhances the
independence of non-management directors by providing a longer assured term of
office and thereby reducing pressure from management or special interest groups
having an agenda contrary to the long-term interests of the shareholders.
A classified Board ensures that a majority of the Board has prior experience
with and in-depth knowledge of the Company; this experience and knowledge
promote continuity and stability in the Company's business strategies and
policies and contribute to more effective long-term strategic planning. A
majority of the Board can be replaced in the course of two annual meetings, all
held within approximately one year, and shareholders retain their ability to
replace incumbent directors or propose and elect alternative nominees for the
class of directors to be elected each year. Thus, shareholders continue to enjoy
a significant opportunity to express their views regarding the Board's
performance and to influence the Board's composition.
Finally, shareholders should note that the adoption of this proposal would not,
without further action, declassify the Board. This proposal is merely a request
that the Board take the necessary steps to put it into effect. Under Delaware
law and the Company's certificate of incorporation declassification of the Board
of Directors would require that the Board of Directors first determine that such
a measure is advisable and adopt a proposed amendment to the Company's
certificate of incorporation by a majority of the directors, and thereafter that
at least 80% of the voting power of the then outstanding voting stock of the
Company, voting as a single class, affirm the proposed amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL
NO. 3.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board Meetings and Attendance of Directors
The Board of Directors had nine meetings in fiscal 2001. All Directors attended
at least 75% of the aggregate of (i) the total number of meetings of the Board
of Directors held while they were members, and (ii) the total number of meetings
held by all Committees of the Board on which they served as members. The Company
did not have a Nominating Committee in 2001.
Director's Compensation
Effective December 1, 2000, each Director receives an annual fee of $40,000 and
attendance fees of $1,000 for each meeting of the Board of Directors attended.
Prior to December 1, the annual fee was $25,000. Directors are reimbursed for
actual expenses incurred in connection with attending Board or Committee
meetings. Under the 1995 Long-Term Incentive Plan, as amended, each new director
of the Company will be granted options for 62,222 shares (on a post-split
basis). In addition, each director will be granted options for an additional
2,666 shares in each of the second through sixth years each director serves as
such (which began in February 1998 for the present directors at that time). At
the March 30, 2000 Annual Meeting, the Board of Directors agreed to grant
options to each Director for 80,000 shares of the Company's Common Stock.
Committees of the Board
The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee. Officers are elected by and serve at the discretion of
the Board of Directors.
Executive Committee
The members of the Executive Committee are Messrs. Jacoby, Murphy and Roth. This
Committee did not meet during 2001. During the intervals between meetings of the
Board of Directors, the Executive Committee has and may exercise all of the
powers and authority of the Board of Directors, except as limited by law and
except for the power to change the membership or to fill vacancies in the Board
or said Committee. Action taken by the Executive Committee is reported to the
Board of Directors at its first meeting following such action.
Audit Committee
The members of the Audit Committee are Messrs. Roth, Murphy and Scheidt. Each of
the committee members is independent as defined by 303.01(B)(2)(a)(3) of the New
York Stock Exchange Listing Standards. The Audit Committee met two times during
2001 and recommended the annual appointment of the public accounting firm to be
Delta and Pine Land's outside auditors, subject to approval by the Board and the
shareholders. The Committee:
|X| reviewed with the outside auditors the scope of the audit, the
auditors' fees and related matters;
|X| received the annual comments from the outside auditors on
accounting procedures and systems of control;
|X| reviewed with the outside auditors any questions, comments or suggestions
they may have had relating to Delta and Pine Land's internal controls,
accounting practices or procedures or those of Delta and Pine Land's
subsidiaries;
|X| reviewed with management and the outside auditors Delta and Pine Land's
quarterly financial statements as required and have reviewed year end
financial statements along with any material changes in accounting
principles or practices used in preparing the statements prior to the
filing of a report on Form 10-K or 10-Q with the SEC and have recommended
the inclusion of the audited financial statements in the report on Form
10-K. This review included the items required by SAS 61 as in effect at
that time in the case of the quarterly statements.
|X| received from the outside auditors the report required by
Independence Standards Board Standard No. 1 as in effect at that
time and discussed it with the outside auditors;
|X| reviewed, as needed, the adequacy of the systems of internal controls and
accounting practices of Delta and Pine Land and its subsidiaries regarding
accounting trends and developments;
|X| reviewed compliance with laws, regulations, and internal procedures, and
contingent liabilities and risks that may be material to Delta and Pine
Land.
The Delta and Pine Land Company Board of Directors has adopted a written charter
for the Audit Committee. The Audit Committee hereby reports that the Audit
Committee and the Company have complied with the Audit Committee Charter with
respect to the fiscal year ended August 31, 2001.
Compensation Committee (Compensation Committee Interlocks and Insider
Participation)
The members of the Compensation Committee are Messrs. Jacoby and Murphy. The
Company is not aware of any conflicts of interests which might be required to be
disclosed. The Compensation Committee met one time during 2001. The Compensation
Committee reviews and approves annual compensation, including bonuses, for
senior management of the Company and administers the Company's 1993 Stock Option
Plan, as amended, and the 1995 Long-Term Incentive Plan, as amended, including
the grant of options under each plan.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee is composed entirely of independent, outside
directors. The Compensation Committee is responsible for reviewing and approving
the compensation of the Chief Executive Officer and the other executive officers
of the Company and reviewing and approving stock-based awards when recommended,
including stock options, for each executive officer.
The Company's policy is to pay cash compensation (salary and bonus) in
sufficient amounts so that the Company's officers receive compensation that is
competitive with that paid by other companies of similar size within the seed
industry, after considering cost-of-living factors such as location, as well as
providing long-term incentives based on the performance of the Company. The
long-term incentives are designed to attract and retain key executives by
providing rewards for outstanding performance relative to peer companies. The
Company has followed this policy since 1989.
Salary and Bonus
Salary ranges of executive officers are based on a written job responsibility
measurement system created by an independent, outside salary consultant. This
system is adjusted annually. This system applies to all employees of the
Company, and not just to the executive officers. Each position within the
Company has an established salary range based on skill level and experience
required to perform the duties, along with the position's level of importance to
overall Company operations. Individual salary ranges are established at levels
that provide internal equity, as well as competitiveness with similar positions
in other companies with similar businesses. Merit salary increases are
determined annually based on job performance and current salary level within the
salary range set for that position. Each executive officer's performance review
includes achievement against an established set of management responsibilities,
as well as specific individual objectives. Objectives relate to the business
function of that respective officer and may include financial performance
objectives (i.e., achievement of budget goals), as well as other objectives
relating to the individual's particular role in the Company (i.e., market share
goals, unit cost improvement, plant safety record, new product introductions,
etc.). The objectives of each executive officer are set by the Chief Operating
Officer and the Chief Executive Officer. Each executive officer's performance is
rated by the Chief Operating Officer and the Chief Executive Officer and the
Compensation Committee. Non-merit increases are a function of inflation and, as
a result, in recent years have been modest.
The method of salary measurement described above also applies to the Chief
Operating Officer, the Chief Financial Officer, and the Chief Executive Officer.
Objectives for the Chief Operating Officer and the Chief Financial Officer are
set by the Chief Executive Officer, and objectives for the Chief Executive
Officer are set by the Board of Directors. The Chief Executive Officer
recommends to the Compensation Committee the salary for the Chief Operating
Officer and the Chief Financial Officer based on this system. The salary of the
Chief Executive Officer is discussed by the Chief Executive Officer with the
Compensation Committee. Based on such discussions and the salary ranges and
objectives discussed above, the Compensation Committee determines the Chief
Executive Officer's compensation. Effective September 30, 2001, the Chief
Operating Officer resigned, at which time the Chief Executive Officer assumed
the Chief Operating Officer's responsibilities related to compensation matters.
A bonus pool is created annually based on a specified percentage of pre-tax,
pre-bonus, and pre-pension earnings. Under the Company's incentive bonus
program, the total of bonuses paid in any year is limited to the lower of two
limitations: (1) the bonus pool reduced by pension costs and (2) the sum of all
performance-based maximum individual awards. The Chief Executive Officer and
Chief Operating Officer can reduce, but may not increase, the overall bonus pool
from the amount calculated using the pre-established formula. The Compensation
Committee, upon the recommendation of the Chief Executive Officer and the Chief
Operating Officer, may also adjust the size of the bonus pool. All positions
eligible for bonus are placed in one of five categories that govern the maximum
bonus available as a percentage of the mid-point of the position's salary range.
These five categories include: (1) Chief Executive Officer, Chief Operating
Officer, and Senior Vice Presidents (2) other executive officers, (3) senior
managers (4) middle managers and (5) all other bonus-eligible positions. This
maximum is based on the potential impact on the Company's profit of the job's
responsibilities.
Each executive officer's bonus is based on his performance and achievement
against individual goals as described for merit salary increase review.
Performance is expressed as a percentage which, when multiplied by the maximum
bonus available for that job, results in an adjusted performance-based maximum
individual award for that year. All bonus awards to eligible employees are
calculated in this manner, and actual awards are effectively the pro rata share
of the available bonus pool or the performance-based maximum, whichever is less.
Thus, the bonus of each executive officer is dependent on the achievement of the
Company's earnings and the level of performance of each officer against
established performance criteria and personal objectives.
The bonus for the Chief Executive Officer and the Chief Operating Officer are
similarly set, based on the individual's job performance. The Chief Executive
Officer and Chief Operating Officer recommend their bonuses to the Compensation
Committee. The Compensation Committee reviews and approves the bonus amounts for
the Chief Executive Officer, the Chief Operating Officer, the other executive
officers and senior management.
Stock Awards
Awards of stock options for each executive officer and other key employees must
first be approved by the Compensation Committee and are granted at the sole
discretion of the Committee. Based on an assessment of competitive factors, the
Compensation Committee determines a suitable award that provides an incentive
for both performance and employee retention purposes.
Chief Executive Officer's Compensation
During the Company's fiscal year ended August 31, 2001, Roger D. Malkin was the
Chief Executive Officer of the Company until he retired on October 30, 2000. F.
Murray Robinson has been employed by D&PL as Chief Executive Officer and Vice
Chairman since October 2000. Mr. Malkin's and Mr. Robinson's salaries were based
on their contribution to the Company. They were entitled to merit salary
increases. These merit increases were determined in accordance with the
procedures and guidelines described above. For fiscal 2001, Mr. Malkin's base
annual salary was $330,000, of which $82,500 was paid prior to his retirement
with no bonus and Mr. Robinson's base salary was $205,000 with a bonus of
$155,000. The Compensation Committee approved Mr. Robinson's bonus based on his
achievement with respect to the targeted earnings goal for the Company. Other
factors in the Compensation Committee's decision were Mr. Robinson's leadership
in developing corporate growth strategies, developing international business
opportunities and his contribution made in developing the market for
biotechnology-enhanced seed.
Compensation Committee
Jon E. M. Jacoby
Joseph M. Murphy
PERFORMANCE OF DELTA AND PINE LAND COMPANY SHARES
The Company's Shares were first publicly traded on June 29, 1993. The following
table shows a comparison of cumulative total return to stockholders for D&PL
Common Stock, the NYSE/AMEX/NASDAQ Market Index and the S&P Supercap Agriculture
Index. The table assumes $100 invested on August 31, 1996, and the reinvestment
of dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
BETWEEN DELTA AND PINE LAND COMPANY,
THE S & P SUPERCAP AGRICULTURE INDEX
AND THE NYSE/AMEX/NASDAQ STOCK MARKET (US COMPANIES) INDEX
Cumulative Total Return
--------------------------------------------------------------------------
8/96 8/97 8/98 8/99 8/00 8/01
DELTA AND PINE LAND COMPANY 100.00 173.30 270.86 179.28 155.60 129.45
S & P SUPERCAP AGRICULTURE 100.00 133.19 103.94 94.28 72.14 110.02
NYSE/AMEX/NASDAQ STOCK MARKET (US COMPANIES) 100.00 136.95 140.58 195.51 237.32 175.83
* $100 INVESTED ON 8/31/1996 IN STOCK OR INDEX (INCLUDING REINVESTMENT OF
DIVIDENDS) FOR EACH FISCAL YEAR ENDING AUGUST 31.
EXECUTIVE COMPENSATION
Note: Roger D. Malkin died November 22, 2000. Mr. Malkin was the Chief Executive
Officer of Delta and Pine Land Company until he retired on October 30, 2000.
Steven M. Hawkins resigned effective September 30, 2001. Mr. Hawkins was
President and Chief Operating Officer. F. Murray Robinson has been employed by
D&PL as Chief Executive Officer and Vice Chairman since October 2000. Prior to
his retirement from D&PL in April 1999, Mr. Robinson had been employed by D&PL
serving as Executive Vice President from December 1998 until April 1999 and
President and COO from February 1989 until December 1998. Following are
compensation related tables and information as required by the Securities and
Exchange Commission reflecting executive compensation for the fiscal year ended
August 31, 2001.
Annual Compensation
The following table sets forth certain information regarding compensation paid
to, or accrued for, the Company's Chief Executive Officer and the Company's four
other most highly-compensated executive officers (the "Named Officers") during
the year ended August 31, 2001:
Summary Compensation Table
Long- Term
Annual Compensation Compensation
Securities
Name and ................... Underlying All Other
Principal Position ......... Year Salary($) Bonus($) Options(1) Compensation
Roger D. Malkin ............ 2001 82,500 -- -- $ 6,667(3)
Chief Executive Officer .. 2000 290,000 300,000 199,113(2) $29,000(3)
(Retired October 30, 2000) 1999 290,000 487,228(4) 2,666(2) $30,000(3)
F. Murray Robinson ......... 2001 205,000 155,000 64,888 $50,583(3)
Chief Executive Officer .. 2000 -- -- -- --
1999 126,667 -- -- --
Steven M. Hawkins .......... 2001 280,000 150,000 -- --
President and Chief ..... 2000 240,000 200,000 150,000 --
Operating Officer ....... 1999 218,000 150,000 -- --
W . Thomas Jagodinski 2001 205,000 215,000 -- --
Senior Vice President, .. 2000 180,000 200,000 137,000 --
Chief Financial Officer, 1999 162,500 75,000 -- --
and Assistant Secretary
Charles R. Dismuke, Jr ..... 2001 204,000 135,000 -- --
Senior Vice President ... 2000 179,000 115,000 100,000 --
1999 170,000 45,000 -- --
James H. Willeke ........... 2001 180,600 80,000 -- --
Vice President Sales .... 2000 170,600 65,000 20,000 --
and Marketing ........... 1999 165,600 25,000 -- --
(1) All stock options reflected on a post-split basis.
(2) Includes options for 80,000 Shares granted to Mr. Malkin in his capacity as
a director of the Company, concurrently with identical grants to all
directors of the Company, 2,666 shares granted by formula to Mr. Malkin in
his capacity as a director, and 116,447 shares granted in his capacity as
Chief Executive Officer.
(3) Director's and attendance fees for serving as a director of the Company.
(4) Consists of a cash bonus of $250,000 and the transfer by the Company to Mr.
Malkin of certain real property with a fair market value of $237,228.
Employment Contracts and Change-In-Control Arrangements
Mr. Jagodinski is employed pursuant to an employment agreement effective
September 1, 1997 which provided for an annual base salary of $150,000 subject
to upward adjustment plus bonus, the amount of which is determined in accordance
with the bonus program described herein, plus insurance and other fringe
benefits. The agreement is automatically extended each day so that at any given
date, the time remaining under the contract will be for an additional two year
period. The contract may be terminated, except as a result of a change in
control or in anticipation of a change in control, upon three months written
notice. The employment agreement includes provisions pursuant to which Mr.
Jagodinski will receive, in the event of the termination of his employment due
to a change in control or in anticipation of a change in control, an amount that
in effect is equal to two times his highest salary and bonus paid during any of
the previous five calendar years; plus a continuation for 24 months of his
insurance and fringe benefits. Mr. Jagodinski's agreement provides him the right
to surrender his stock options to the Company and receive cash in lieu of stock,
plus provides for certain tax protection payments of amounts paid to him under
this plan. In addition, Mr. Jagodinski was granted an option for 53,333 shares
of common stock at $28.04 per share. Pursuant to the terms of this agreement,
Mr. Jagodinski shall not compete with the Company for one year upon his
termination in the event of a change in control.
Option Grants in Last Fiscal Year
The only options exercisable into securities of the Company are those
outstanding under the 1993 Stock Option Plan adopted in April 1993 and the 1995
Long-Term Incentive Plan. The 1993 Plan has not been available for further
grants since 1996. The Company granted options for 84,218 Shares under the 1995
Plan in 2001. All options granted under both plans vest 20% per annum commencing
on the first day of the second and each succeeding year following each grant and
expire ten years from the date of grant.
The following table sets forth certain information concerning stock options
granted during fiscal 2001:
Option Grants in Fiscal 2001
Percentage of
Number of Total Options Potential Realized Value at
Securities Granted Assumed Annual Rates of Stock
Underlying to Employees In Price Appreciation of Option
Name Options Fiscal Year Exercise Price Expiration Term (1)
- ---- ------- -------------- ---------- -------- Date
0 % 5% 10%
F. Murray 62,222 73.88% $ 25.19 10/2/10 -- 986,000 2,498,000
Robinson 2,666 3.16% $ 23.68 6/20/11 -- 40,000 101,000
(1) The dollar amount under these columns are the result of calculations at 5%
and 10% rates arbitrarily set by the Securities and Exchange Commission
and, therefore, are not intended to forecast possible future appreciation,
if any, of the Company's stock price. Any actual gain on exercise of
options is dependent on the future performance of the Company's stock.
Options Exercised in Last Fiscal Year
The following table sets forth certain information concerning stock option
exercises during 2001 and unexercised options held as of August 31, 2001 for each
of the Named Officers:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
- ---------------------------- ------------ ----------- -------------------------------- --------------------------------
Number of Securities
Underlying Unexercised Options Value of Unexercised
at the In-The-Money Options at
Fiscal Year End The Fiscal Year End (1)
--------------- -----------------------
- ---------------------------- ------------ ----------- -------------------------------- --------------------------------
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- -----------------
Shares Gain
Acquired Realized
on on
Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
Roger D. Malkin (2)(3) -- $ -- 141,777 - $ 57,486 $ -
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
F. Murray Robinson -- -- 77,510 64,888 - -
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
Steven M. Hawkins (3) -- -- 140,667 192,667 255,493 332,373
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
- ------------------------------ ---------- ----------- -------------- ----------------- -------------- ----------------
W.T. Jagodinski (3) -- -- 123,044 125,600 559,549 197,984
- ------------------------------ ---------- ----------- -------------- ----------------- -------------- ----------------
- ------------------------------ ---------- ----------- -------------- ----------------- -------------- ----------------
Charles R. Dismuke, Jr.(3) -- -- 111,022 84,978 1,019,773 89,760
- ------------------------------ ---------- ----------- -------------- ----------------- -------------- ----------------
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
James H. Willeke -- -- 59,000 16,000 249,270 9,280
- ---------------------------- ------------ ----------- -------------- ----------------- -------------- ----------------
(1) Based on $20.20 per Share, the August 31, 2001, closing value as quoted by
the New York Stock Exchange.
(2) According to the terms of Mr. Malkin's options, all of his options became
fully exercisable upon his retirement because he was over 65 years of age.
(3) Computation excludes the "out-of-the-money" options for the following number
of shares: 42,664 shares for Mr. Malkin, 142,398 shares for Mr. Robinson,
130,000 shares for Mr. Hawkins, 74,667 shares for Mr. Jagodinski, and 24,889
shares for Mr. Dismuke.
Compensation Pursuant to Plans
Pension Plan
The Company maintains a noncontributory defined benefit plan (the "Pension
Plan") that covers substantially all full-time employees, including the Named
Officers. All employees of the Company and its domestic subsidiaries, who have
both attained age 21 and completed one year of eligibility service, are eligible
to participate in the Pension Plan. The Pension Plan provides a normal
retirement benefit (if employment terminates on or after age 65) equal to the
sum of: (i) 22.75% of the average compensation (the average of the participant's
five highest consecutive calendar years of earnings, including overtime but
excluding bonuses) reduced by 1/25th for each year of credited service less than
25 at normal retirement; and (ii) 22.75% of average compensation exceeding the
greater of one-half of average social security covered compensation and $10,000,
reduced by 1/35th for each year of credited service less than 35 at normal
retirement.
The following table shows the estimated benefits payable in the form of a
single-life annuity upon retirement in specified average compensation and years
of credited service classifications:
Pension Plan Table
Years of Credited Service
Compensation 15 20 25 30 35
- -------- -------- -------- -------- -------- --------
$ 25,000 4,036 5,381 6,727 6,934 7,142
$ 50,000 9,886 13,181 16,477 17,497 18,517
$ 75,000 15,736 20,981 26,227 28,059 29,892
$100,000 21,586 28,781 35,977 38,622 41,267
$150,000 33,286 44,381 55,477 59,747 64,017
$200,000 36,562 48,749 60,937 65,662 70,387
$250,000 36,562 48,749 60,937 65,662 70,387
$300,000 36,562 48,749 60,937 65,662 70,387
$400,000 36,562 48,749 60,937 65,622 70,387
The above estimated annual benefits were calculated by the actuary for the
Pension Plan. Benefit amounts shown are the annual pension benefits payable in
the form of a single-life annuity for an individual attaining the age of 65 in
2001. In addition, such amounts reflect the 2001 maximum compensation limitation
under the Internal Revenue Code of 1986, as amended, and are not subject to any
deduction for social security or other amounts.
The estimated years of credited service and eligible average compensation for
each of the Named Officers as of January 1, 2001, the most recent Pension Plan
valuation date, are as follows:
---------------------------- ------------------------- -----------------
Years of Credited Average Plan
Name Service Compensation
---------------------------- ------------------------- -----------------
---------------------------- ------------------------- -----------------
F. Murray Robinson 11 154,000
---------------------------- ------------------------- -----------------
---------------------------- ------------------------- -----------------
Steven M. Hawkins 4 159,375
---------------------------- ------------------------- -----------------
---------------------------- ------------------------- -----------------
W.T. Jagodinski 9 150,417
---------------------------- ------------------------- -----------------
---------------------------- ------------------------- -----------------
Charles R. Dismuke, Jr. 24 158,500
---------------------------- ------------------------- -----------------
---------------------------- ------------------------- -----------------
James H. Willeke 5 161,133
---------------------------- ------------------------- -----------------
Supplemental Executive Retirement Plan
The Company adopted a Supplemental Executive Retirement Plan ("SERP"), which
became effective January 1, 1992, and covers certain management personnel,
including certain of the Named Officers. The SERP provides for payments to
participants in the form of a single-life annuity, or as otherwise provided by
the SERP commencing at age 65 or the participant's postponed retirement date.
The following table sets forth the scheduled estimated annual benefits expected
to be paid pursuant to the SERP to the Named Officers who are currently
participants:
Name (1) Annual Cash Benefit
F. Murray Robinson.......................... $27,000
(1) Benefits in the amount of $3,000 were paid to Roger D. Malkin
pursuant to the SERP during fiscal 2001; however, these payments
ceased upon the death of Mr. Malkin in November 2000.
The SERP also provides that on the death of an active employee, the Company will
pay a death benefit to the participant's surviving spouse equal to the actuarial
equivalent of the participant's accrued benefit, which is based upon the
participant's years of service with the Company and the years of service the
participant would have had at age 65, if employment had continued. If a
participant's employment with the Company is terminated prior to age 65 for
reasons other than death, then the participant shall be paid a vested percentage
of his accrued benefit equal to the participant's annual cash benefit above
multiplied by a fraction (not greater than one), the numerator of which is the
participant's years of service as of the date of termination of employment and
the denominator of which is the participant's projected years of service as of
age 65, if employment had not terminated.
Each participant's vested percentage in the SERP is determined as follows:
Number of Years of Service Vested Percentage
1 but less than 2.................................... 20%
2 but less than 3.................................... 40%
3 but less than 4.................................... 60%
4 but less than 5.................................... 80%
5 or more............................................ 100%
Under the terms of the SERP, the Company may discontinue additional eligibility
and planned payments under the SERP at any time. The Named Officer noted above
is fully vested in the SERP.
Defined Contribution Plan
Effective April 1, 1994, the Company established a defined contribution plan
under the rules of Internal Revenue Code Section 401(k) (the "401(k) Plan"). The
401(k) Plan covers substantially all full-time employees. Eligible employees of
the Company and its domestic subsidiaries, who have both attained age 21 and
completed one year of service, may participate in the 401(k) Plan. Prior to
January 1, 2001, a participant could elect to contribute up to 18% of his or her
eligible earnings to the 401(k) Plan, however, effective January 1, 2001, a
participant may elect to contribute up to 25% of his or her eligible earnings to
the 401(k) Plan. The 401(k) Plan allows the Company to match a maximum of six
percent of eligible employee contributions. As of August 31, 2001, the Company
has elected not to match such contributions.
Incentive Plans
The Company maintains two incentive plans that compensate key employees and
directors through the grant of options to buy shares of Common Stock. In July
1993, the Company adopted the 1993 Stock Option Plan, but no more options were
granted under the plan effective with the adoption of the 1995 Long-Term
Incentive Plan. On October 17, 1995, the Company's Board of Directors adopted
the 1995 Long-Term Incentive Plan which the shareholders ratified at the 1996
Annual Meeting. In March 2000, the plan was amended and restated eliminating the
ability of the Board of Directors to award stock appreciation rights, restricted
Shares of Common Stock and performance units. Pursuant to the amended and
restated 1995 Plan, the Board of Directors may award stock options to officers,
key employees and directors. Under the amended and restated 1995 Plan, 5,120,000
Shares are authorized for grant, which is an increase from the original
2,560,000 Shares. As of August 31, 2001, options for 4,288,645 Shares have been
granted under the 1995 Plan, leaving available for grant 1,463,591 Shares,
including 632,236 Shares that have been forfeited and are available for
re-grant.
Under both plans, all options for stock granted vest 20% per annum commencing on
the first day of the second and each succeeding year following each grant and
expire ten years from the date of grant. Shares subject to options and awards
under the LTIP which expire unexercised are available for new option grants and
awards. The number of shares available for grant under the 1993 Plan upon
forfeitures of options outstanding thereunder has been reduced to zero and the
granting of options thereunder has ceased.
CERTAIN TRANSACTIONS
Registration Rights
John Hancock Mutual Life Insurance Company has a one-time right to register,
under the Act, Shares owned by it on June 28, 1993, less the number of Shares
sold by Hancock in the Company's initial public offering. All of the expenses of
such registration, except for the cost of printing and Hancock's counsel, will
be paid by the Company. Hancock's registration rights are conditioned on Hancock
providing the Company with a legal opinion that its Shares may not otherwise be
publicly sold.
The holder of the convertible Series M Non-Voting Preferred Stock has certain
registration rights associated with the Common Stock into which the Preferred
Stock is convertible. The Preferred Stock is convertible into Common Stock
beginning upon the seventh anniversary of the date on which it was issued
(February 2, 1996) or the occurrence of certain specified events, whichever
occurs first.
Cotton Biotechnology Research Contract
The Company has a Cotton Biotechnology Research contract with the Institute of
Molecular Agrobiology ("IMA"). Nam-Hai Chua, a director of the Company, was the
Deputy Chairman of the Management Board of Directors of IMA, until September
2001. The value of the contract exceeds $60,000, however, the contract is not a
material contract, as defined by the Securities Exchange Commission. The
contract is also not a material contract for IMA, and according to Dr. Chua he
derives no particular or direct benefit from the contract.
Future Transactions with Affiliates and Advances
The Company requires that any transactions between the Company and persons or
entities affiliated with officers, directors, employees or stockholders of the
Company be on terms no less favorable to the Company than could be obtained in
an arm's-length transaction with an unaffiliated party. Such transactions will
also be subjected to approval by a majority of the non-employee directors of the
Company. The Board of Directors has adopted resolutions prohibiting advances
without its approval, except for ordinary business and travel advances in
accordance with the Company's policy.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on review of the copies of reporting forms furnished to the
Company, or written representations that no forms were required, the Company
believes that during fiscal 2001, all required events of its officers, directors
and 10% stockholders to the Securities and Exchange Commission of their
ownership and changes in ownership of Shares (as required pursuant to Section
16(a) of the Securities Exchange Act of 1934) have been filed, except that the
following individuals filed the following number of late reports with respect to
the following number of transactions: One Form 4 for Mr. Scheidt relating to
shares donated to a family foundation, one Form 4 for Mr. Dykes relating to the
sale of stock, and one Form 5 for Mr. Roth relating to a stock option grant.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters that will be presented for consideration at the Annual Meeting other
than those mentioned in this Proxy Statement. If any other matters are properly
brought before the Annual Meeting, it is intended that the persons named in the
proxy will act in respect thereof in accordance with their best judgment.
SOLICITATION OF PROXIES AND COST THEREOF
The expense of soliciting proxies and the cost of preparing, assembling and
mailing material in connection with the solicitation of proxies will be paid by
the Company. In addition to the use of mails, certain directors, officers or
employees of the Company and its subsidiaries, who receive no compensation for
their services other than their regular salaries, may solicit proxies. The
Company will reimburse brokerage firms, nominees, custodians and fiduciaries for
their reasonable out-of-pocket expenses for forwarding proxy materials to
beneficial owners and seeking instruction with respect thereto.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be included in the proxy statement and
presented at the 2003 Annual Meeting should have been received by the Company no
later than August 30, 2002. With regard to stockholder proposals not included in
the Company's proxy statement but which a stockholder wishes to be brought
before the 2002 Annual Meeting, the Company's bylaws establish an advance notice
procedure which requires that the Company receive notice of such a proposal by
not less than 60 days nor more than 90 days prior to the date of the Annual
Meeting; provided, however, that in the event that less than 70 days notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 10th day following the day on which such
notice of the date of the Annual Meeting was mailed or such public disclosure
was made. In addition to the above requirements as to timeliness, the proposals
must meet certain eligibility requirements of the Securities and Exchange
Commission.
ANNUAL REPORT AND FINANCIAL STATEMENTS
Stockholders may obtain a copy of the Company's annual report on Form 10-K
("Report 10-K"), as filed with the Securities and Exchange Commission, without
charge (except for exhibits), by contacting: W.T. Jagodinski, Senior Vice
President and Chief Financial Officer, Delta and Pine Land Company, One Cotton
Row, Scott, Mississippi 38772 or via email at
w.thomas.jagodinski@deltaandpine.com.
BY ORDER OF THE BOARD OF DIRECTORS
Jerome C. Hafter
Secretary