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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SEMINIS, INC.
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(Name of Registrant as Specified In Its Charter)
SEMINIS, INC.
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS OF SEMINIS, INC.
TO BE HELD MARCH 14, 2001
The Annual Meeting of Stockholders of Seminis, Inc. ("Seminis") will be
held at Seminis' headquarters at 2700 Camino del Sol, Oxnard, CA, 93030 on
Wednesday, March 14, 2001 at 10:00 a.m., Pacific Standard Time, for the
following purposes:
1. to elect a class of four (4) directors to the Board of Seminis
with terms expiring at the annual meeting in 2004;
2. to approve an amendment of the Certificate of Incorporation of
Seminis to increase the number of shares of Class A Common Stock
from 158,000,000 to 278,000,000;
3. to transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors of Seminis has fixed the close of business on
January 31, 2001 as the record date for the determination of stockholders
entitled to receive notice of and to vote at the meeting. A list of the
stockholders entitled to vote will be available for examination by stockholders
at Seminis, Inc., 2700 Camino del Sol, Oxnard, California, 93030 during ordinary
business hours from March 5, 2001 to the date of the meeting.
Whether or not you plan to attend the meeting in person, please vote
your Proxy as soon as possible in order that you may be represented at the
meeting. If you attend the meeting and wish to vote in person, your Proxy will
not be used.
Seminis has approximately [______] holders of common stock. To ensure
proper representation at the meeting, it is important, however small your
holdings, that you vote. You can vote by telephone or by mailing back the proxy
card. Voting by telephone or by written proxy will ensure your representation at
the Annual Meeting if you do not attend in person. Please review the
instructions on the proxy card regarding each of these options.
By order of the Board of Directors
/s/ BERNARDO JIMENEZ BARRERA
-----------------------------------------
Bernardo Jimenez-Barrera
Secretary
February 14, 2001
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TABLE OF CONTENTS
PAGE
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Voting Rights and Solicitation.................................................................... 1
Proposal No. 1 -- Election of Directors........................................................... 2
Proposal No. 2 -- Amendment of the Certificate of Incorporation of Seminis to
increase the number of shares of Class A Common Stock............................................. 5
Security Ownership of Seminis, Inc................................................................ 6
Executive Summary Compensation Table and Related Information...................................... 8
Stock Performance Graph........................................................................... 15
Stockholder Proposals for Fiscal Year 2001 Proxy Statement........................................ 16
Other Information................................................................................. 16
Appendix I........................................................................................ 17
Appendix II....................................................................................... 18
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SEMINIS, INC.
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PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Seminis, Inc. (the "Company") of Proxies to be voted
at the Annual Meeting of Stockholders to be held on Wednesday, March 14, 2001,
and any adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Meeting. The mailing of this Proxy Statement and
accompanying form of Proxy to stockholders will commence on or about February
14, 2001.
VOTING RIGHTS AND SOLICITATION
Shares represented by properly executed Proxies received on behalf of
Seminis will be voted at the meeting in the manner specified therein. If no
instructions are specified in a Proxy returned to Seminis, the shares
represented thereby will be voted in favor of the election of the directors
listed in the enclosed Proxy, and in favor of the amendment of the Certificate
of Incorporation of Seminis to increase the number of shares of Class A Common
Stock. Any Proxy may be revoked by the person giving it at any time prior to
being voted.
The Board of Directors does not know of any business to be presented at
the meeting other than the matters referred to above and in the accompanying
Notice of Meeting. If any other matters are presented at the meeting, the
persons named in the enclosed Proxy have discretionary authority to vote and
will vote all proxies with respect to such matters in accordance with their
judgment.
Only holders of record of Seminis' Class A Common Stock and Class B
Common Stock at the close of business on January 31, 2001 are entitled to vote
at the meeting. At the close of business on that day, 13,975,764 shares of Class
A Common Stock and 45,848,622 shares of Class B Common Stock were issued and
outstanding. As provided in our Certificate of Incorporation, each share of
Class A Common Stock is entitled to one (1) vote and each share of Class B
Common Stock is entitled to three (3) votes. Holders of Class A Common Stock and
Class B Common Stock will vote together as one class on all the matters
presented at the meeting. Savia, S.A. de C.V. ("Savia") owns approximately 67.9%
of Seminis' outstanding common stock and controls 80.4% of the vote of the
Company's common stock. Savia has informed the Company that it intends to vote
in favor of the proposals.
The presence, in person or by proxy, of a majority of the total
outstanding shares of common stock entitled to vote is necessary to constitute a
quorum for the transaction of business at the meeting. A quorum being present,
the affirmative vote of a plurality of the votes cast is necessary to elect the
nominees as Seminis' Directors, the affirmative vote of the majority of the
outstanding common stock is necessary to approve the amendment to the
Certificate of Incorporation and the affirmative vote of a majority of the votes
cast is necessary to approve all other actions. For each matter, we will include
only those votes cast for or withheld from a nominee for director or those cast
for or against the matter to be voted on. Abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Bylaws of Seminis provide that the Board of Directors shall consist
of three classes of Directors with overlapping three-year terms. One class of
Directors is to be elected each year with terms extending to the third
succeeding annual meeting after such election. The Bylaws provide that the Board
shall maintain the three classes so as to be as nearly equal in number as the
then total number of Directors permits.
Pursuant to the provisions of the Bylaws described above, there are four
Directors of Seminis whose terms expire at the annual meeting in 2001. The four
Directors whose terms are expiring in 2001 are described in the section
immediately below. It is the Board's intention that each of these persons will
be nominated for new terms extending to the annual meeting in 2004 and until
their successors are duly elected. Proxies received in response to this
solicitation will be voted, unless such authority is withheld, in favor of the
election of these four nominees. In the election of members of the Board of
Directors, the four candidates receiving the most votes will be elected. While
there is no reason to believe that any of the nominees will, prior to the date
of the meeting, refuse or be unable to accept the nomination, should any nominee
or nominees so refuse or become unable to accept, it is the intention of the
persons named in the Proxy to vote for such other person or persons as the
Directors may recommend.
Directors whose terms expire at the annual meetings in 2002 and 2003 are
described in separate sections below.
NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2001
Adrian Rodriguez Macedo. Director since January 2001. Managing Director
of Monterrey Capital Partners, an investment fund, since September 2000;
Chairman of Vectodivisas, a money exchange office, since 1994; age 50.
George C. Ball, Jr. Director of Seminis since October 1995. President of
Burpee Holding Company, a garden products and services company, since 1993;
director of Geo J. Ball, Inc. from 1989 until its merger with Seminis in October
1995; age 48.
Frank J. Pipp. Director of Seminis since December 1995. Consultant to
Xerox Corporation since 1988; Corporate Officer, Group Vice President of Xerox
responsible for worldwide product development and manufacturing, from 1980 to
1988; director of Advanced Hi-Tech, Inc., AAVID Thermal Technologies Inc. and
Nypro, Inc.; age 75.
Christopher J. Steffen. Director of Seminis since January 1997. Business
consultant since December 1996; Vice Chairman and a director of Citicorp, N.A.,
predecessor to CitiGroup, N.A. and its principal subsidiary, Citibank, N.A.,
from May 1993 to December 1996; age 58.
DIRECTORS WITH TERMS EXPIRING IN 2002
Alfonso Romo Garza. Chairman of the Board of Directors of Seminis since
October 1995; Chief Executive Officer of Seminis since November 1999. Chief
Executive Officer of Pulsar Internacional, S.A. de C.V. ("Pulsar"), an affiliate
of Savia, since 1984; Chairman of the Board and Chief Executive Officer of Savia
since 1988; Chairman of the Board and Chief Executive Officer of Seguros
Comercial America, S.A. de C.V., a majority owned subsidiary of Savia, since
1989; Chairman of the Board of Empaques Ponderosa, S.A. de C.V. ("Empaq"), a
majority owned subsidiary of Savia, since 1995; director of Cementos Mexicanos,
S.A. de C.V., age 50.
Jose Manuel Garcia Garcia. Director since January 2001. Chief Operating
Officer of Savia's Packaging Division since 1989. He is a director of Savia,
since January 1999 and of Empaq since January 1995; age 49.
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Eugenio Najera Solorzano. Director of Seminis since May 1998. President
of Seminis since August 21, 2000; President and Chief Operating Officer of
Seminis Vegetable Seeds, Inc., the principal operating subsidiary of Seminis,
since August 21, 2000; in charge of new business development at Savia, from
August 1997 to August 2000; Chief Operating Officer of Cigarrera La Moderna,
S.A. de C.V. from November 1992 to September 1997; director of Savia and Bionova
Holding Corporation ("Bionova"); age 52.
DIRECTORS WITH TERMS EXPIRING IN 2003
Bernardo Jimenez Barrera. Director of Seminis since October 1995. Chief
Financial Officer of Savia, since April, 2000; Chief Executive Officer and
Chairman of the Board of Bionova, a leading biotechnology and processor company
and a majority owned subsidiary of Savia and an affiliate of Seminis, since
October 1996; director of Savia; age 47.
Dr. Peter Davis. Director of Seminis since October 1995. President of
the Family Business Group Inc., a consulting firm specializing in strategic
issues for closely-held companies since May 1986; member of the executive
committee of Pulsar, an affiliate of Savia; director of Bionova; member of the
faculty of the Wharton School of the University of Pennsylvania from 1975 to
1994; age 56.
Dr. Roger Beachy. Director of Seminis since May 2000. President and
Director of Donald Danforth Plant Science Center since January 1999; Adjunct
Professor of the Department of Biology of the Peking University, Beijing, China;
Professor and Scripps Family Chair Head, Division of Plant Biology and
Co-Director, International Laboratory for Tropical Agricultural Biotechnology,
The Scripps Research Institute, La Jolla, California, from June 1991 to January
1999; age 56.
Dr. Eli Shlifer. Director of Seminis since January 1997. Self employed;
consultant for Pulsar for more than six years; director of Bionova; age 70.
COMMITTEES OF THE BOARD
Seminis has an Audit Committee and a Compensation Committee of the Board
of Directors.
The members of the Audit Committee during fiscal year 2000 were Mr.
Timothy M. George (Chairman), Mr. Frank J. Pipp and Mr. Christopher J. Steffen.
This Committee, which met three times during fiscal year 2000, recommends to the
Board of Directors an accounting firm to serve as Seminis' independent certified
public accountants, reviews the results of Seminis' annual audit report, reviews
with Seminis' independent certified public accountants Seminis' internal
controls and financial management policies, reviews audit and any non-audit fees
paid to Seminis' independent certified public accountants, and reports its
findings to the Board of Directors on such policies. The current members of the
Audit Committee are Mr. Christopher J. Steffen (Chairman), Mr. Frank J. Pipp and
Mr. Roger Beachy.
The members of the Compensation Committee during fiscal year 2000 were
Mr. Timothy M. George (Chairman), Mr. Frank J. Pipp and Mr. Christopher J.
Steffen. This Committee, which met four times during fiscal year 2000, monitors
Seminis' compensation policies and employee incentive plans, reviews officers'
salaries and bonuses, approves significant changes in salaried employee benefits
and recommends to the Board of Directors such other forms of remuneration as it
deems appropriate. The current members of the Compensation Committee are Mr.
Frank J. Pipp (Chairman), Mr. Christopher J. Steffen and Mr. Roger Beachy.
The Seminis Board of Directors met five times during fiscal year 2000.
Each director of Seminis attended at least 75% of the total meetings of the
Board of Directors and the Committees of the Board on which the individual
served during fiscal year 2000.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees Seminis' financial reporting process on
behalf of the Board of Directors. The Committee is composed of 3 independent
Directors, met three times in fiscal 2000, and operates under a written charter
(Appendix II) adopted by the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting process, including
Seminis' systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed the audited financial statements in the
Annual Report on Form 10-K with management, including a discussion of the
quality and the acceptability of Seminis' financial reporting and controls.
The Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality and the acceptability of Seminis' financial
reporting and such other matters as are required to be discussed with the
Committee under generally accepted auditing standards. In addition, the
Committee received from and discussed with the independent auditors the written
disclosure and the letter required by Independence Standards Board No. 1
(Independence Discussions with Audit Committees). These items relate to that
firm's independence from Seminis. The Committee also discussed with the
independent auditors any matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees).
The Committee also discussed with Seminis' independent auditors the
overall scope and plans for their audits. The Committee meets periodically with
the independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of Seminis' internal controls,
and the overall quality of Seminis' financial reporting.
In reliance on these reviews and discussions, the Committee recommended
to the Board of Directors that the audited financial statements be included in
the Annual Report on Form 10-K for the fiscal year ended September 30, 2000 for
filing with the Securities and Exchange Commission.
Timothy M. George, Chairman
Frank J. Pipp
Christopher J. Steffen
DIRECTORS' COMPENSATION
Seminis' outside directors receive an annual board membership fee of
$25,000, a fee of $2,500 for each meeting of the Board of Directors attended and
a fee of $1,000 for each committee meeting attended. Committee chairmen receive
an additional annual fee of $2,000 and an additional fee of $250 for each
committee meeting attended. Directors are eligible to receive options under the
Seminis stock option plan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR the nominees listed herein.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has reappointed PricewaterhouseCoopers LLP as the
independent public accounting firm to audit Seminis' financial statements for
the fiscal year beginning October 1, 2000.
Representative of PricewaterhouseCoopers will be present at the meeting.
They will be given the opportunity to make a statement if they desire to do so,
and they will be available to respond to appropriate questions.
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PROPOSAL NO. 2
PROPOSED AMENDMENT TO COMPANY'S
CERTIFICATE OF INCORPORATION
The Board of Directors has approved, and has recommended that the
shareholders of Seminis approve, an amendment to Seminis' Certificate of
Incorporation providing for an increase from 158,000,000 to 278,000,000 in the
number of authorized shares of Common Stock and an equivalent increase in the
number of authorized shares of Class A Common Stock from 91,000,000 to
211,000,000. As of December 31, 2000, Seminis had a total of 13,975,764 shares
of Class A Common Stock outstanding, 3,677,150 shares of Class A Common Stock
reserved for issuance upon exercise of options under Seminis' 1998 stock option
plan as amended and 45,848,622 shares of Class A Common Stock reserved for
issuance upon conversion of the 45,848,622 shares of Class B Common Stock
outstanding, accordingly the Company has available 27,498,464 shares of Class A
Common Stock. The proposed Certificate of Amendment of Seminis' Certificate of
Incorporation is contained in Appendix I to this Proxy Statement.
Although the Board of Directors has no immediate plans, understandings,
agreements or commitments to issue additional Class A Common Stock for any
purposes, the Board of Directors believes the increase in the authorized number
of shares is in the best interests of Seminis. If the amendment is approved, the
additional 120,000,000 Class A authorized shares of Common Stock would be
available for issuance in the future for any proper corporate purpose,
including, without limitation, financings, stock splits, stock dividends, rights
offerings and employee stock incentive plans, as the Board of Directors may deem
advisable. Seminis has committed to deliver to its bank group by March 31, 2001
a financial plan through September 30, 2002, which includes a proposal for the
recapitalization of the Company (i.e. a plan to retire or refinance the bank
debt by June 30, 2002). As part of the recapitalization Seminis may issue
significant additional shares of, or other equity securities convertible into,
Class A Common Stock. No additional action or authorization by Seminis'
shareholders would be necessary prior to the issuance of such additional shares,
unless required by applicable law or the rules of any stock exchange or national
securities association trading system on which the Common Stock is then listed
or quoted. Shareholders will not have preemptive rights to subscribe for shares
of Common Stock, unless Seminis grants such rights at the time of issue.
The issuance of additional shares of Common Stock, while providing
desirable flexibility in connection with corporate purposes, could have a
dilutive effect on the earnings per share, voting power and shareholdings of
Seminis' current shareholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that shareholders vote FOR the
approval of the amendment increasing the number of shares of authorized Common
Stock.
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SECURITY OWNERSHIP OF SEMINIS, INC.
The following table sets forth information regarding the beneficial
ownership of common stock, as of January 26, 2001, by each of Seminis'
directors, the President and Chief Operating Officer and the other named
executive officers, each person known to Seminis to own beneficially more than
5% of the outstanding shares of common stock, and all directors and executive
officers of Seminis as a group.
The persons named in the table have sole voting and investment power
with respect to all shares of common stock shown as those beneficially owned by
them.
CLASS A CLASS B TOTAL
COMMON STOCK COMMON STOCK COMMON STOCK
------------------- ------------------------ -------------------------
NAME AND ADDRESS OF BENEFICIAL OWNERS NUMBER PERCENT(1) NUMBER(2) PERCENT(3) NUMBER PERCENT(4)
- ------------------------------------- ------ ---------- ------------ ---------- ------------- ----------
DIRECTORS AND NOMINEES
Alfonso Romo Garza .......................... 42,000 *% 42,823,515(5) 93.4% 42,865,515(5) 71.7%
Chairman of the Board and Director
c/o Pulsar International, S.A. de C.V.
Ave. Roble No. 300
Torre Alta
Col. Valle del Campestre
66265 Garza Garcia, N.L
Mexico
Savia, S.A. de C.V .......................... -- -- 40,615,619 88.6 40,615,619 67.9
Av. Batallon de San Patricio
No. 111-40 Piso
Colonia Valle Oriente
66269 San Pedro, Garza Garcia, N.L
Mexico
George C. Ball, Jr .......................... -- -- 180,131 * 180,131 *
Bernardo Jimenez Barrera .................... 8,000 * -- -- 8,000 *
Dr. Peter Davis ............................. 3,000 * -- -- 3,000 *
Frank J. Pipp ............................... 8,000 * -- -- 8,000 *
Dr. Eli Shlifer ............................. 6,900 * -- -- 6,900 *
Eugenio Najera Solorzano .................... 30,300 * -- -- 30,300 *
Christopher J. Steffen ...................... 5,000 * -- -- 5,000 *
Roger Beachy ................................ -- * -- -- -- *
Adrian Rodriguez ............................ 31,875 * -- -- 31,875 *
Jose Manuel Garcia .......................... -- * -- -- -- *
NAMED EXECUTIVE OFFICERS
Alejandro Rodriguez Graue ................... 2,800 * -- -- 2,800 *
Octavio Hernandez ........................... 1,500 * -- -- 1,500 *
Dr. Charles E. Green ........................ 36,000 * -- -- 36,000 *
Ron Colton .................................. 100 * -- -- 100 *
All directors and executive officers of
Seminis as a group (15 persons) ........... 175,475 1.3 43,003,646 93.8 43,179,121 72.2
CERTAIN BENEFICIAL OWNERS
Capital Group International, Inc. ........... 1,491,000(6) 10.7 -- -- 1,491,000(6) 2.5
11100 Santa Monica Boulevard
Los Angeles, CA 90025
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- ----------
* Less than 1%
(1) The calculation of percentage beneficial ownership of Class A Common
Stock is based on 13,975,764 shares of Class A Common Stock outstanding.
(2) Class B Common Stock is convertible into shares of Class A Common Stock
at anytime. The number of shares of Class B Common Stock for each person
in the table assumes such persons do not convert any Class B Common
Stock into Class A Common Stock.
(3) The calculation of percentage beneficial ownership of Class B Common
Stock is based on 45,848,622 shares of Class B Common Stock outstanding.
(4) The calculation of percentage beneficial ownership of Class A Common
Stock and Class B Common Stock, together, is based on 59,824,386 of
Class A Common Stock and Class B Common Stock, in aggregate.
(5) The number of shares of Class B Common Stock beneficially owned by
Alfonso Romo Garza includes shares beneficially owned by Savia and other
entities controlled by Mr. Romo as well as shares directly owned by Mr.
Romo. The number of shares beneficially owned by Savia includes shares
beneficially owned by entities controlled by Savia as well as shares
directly owned by Savia.
(6) As reported on Schedule 13G filed with the Securities and Exchange
Commission, as amended on February 11, 2000, Capital Guardian Trust Co.,
a bank, is the beneficial owner of 1,491,000 shares with sole power to
vote 1,103,500 shares and to dispose of 1,491,000 shares of Class A
Common Stock. Capital Group International, Inc. is the parent company of
such shareholder.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Seminis'
officers and directors and persons who own more than ten percent of a registered
class of Seminis' equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Seminis believes that
during fiscal year 2000 its officers and directors complied with all applicable
Section 16(a) filing requirements, except that Dr. Charles E. Green
inadvertently failed to file a Form 3 upon the acquisition of 3,000 Class A
shares on August 16, 2000 and, consequently, a Form 4 after the tenth day after
the end of the month in which a change of beneficial ownership occurred. Mr.
Green acquired 3,000 Class A shares on August 17, 2000, 10,000 shares on August
21, 2000, 10,000 shares on October 20, 2000, 7,000 shares on December 15, 2000
and 3,000 shares on December 18, 2000. Mr. Green will promptly file, as
required by law.
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EXECUTIVE SUMMARY COMPENSATION TABLE AND RELATED INFORMATION
COMPENSATION COMMITTEE REPORT
The Compensation Committee (the "Committee") of the Board of Directors
sets the compensation of the Chief Executive Officer and Chief Operating
Officer, reviews the design, administration and effectiveness of compensation
programs for other key executives, and approves stock option grants. The
Committee, serving under a charter adopted by the Board of Directors, is
composed entirely of outside directors who have never served as officers of the
Company.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Company operates in an extremely competitive and rapidly changing
business environment. The Committee believes that the compensation programs for
the executive officers should be designed to attract, motivate and retain
talented executives responsible for the success of the Company and should be
determined within a competitive framework and based on the achievement of
designated financial targets, individual contribution, product quality, and
customer satisfaction. Within this overall philosophy, the Committee's
objectives are to:
- Offer a total compensation program that takes into consideration
the compensation practices of a group of selected companies with
which the Company competes for executive talent and insures
equitable remuneration.
- Provide annual variable incentive awards that take into account
the Company's overall financial performance in terms of
designated corporate objectives as well as individual
contributions.
- Align the financial interests of executive officers with those
of shareholders by providing significant equity-based, long-term
incentives.
COMPENSATION COMPONENTS AND PROCESS
The three major components of the Company's executive officer
compensation are: (i) base salary, (ii) variable incentive awards, and (iii)
long-term, equity-based incentive awards.
The Committee determines the compensation levels for the executive
officers with the assistance of the Company's human resources department, which
works with independent consulting firms that furnish the Committee with
executive compensation data drawn from nationally recognized surveys of
similarly sized companies.
The positions of the Company's CEO and executive officers were compared
with those of their counterparts, and the market compensation levels for
comparable positions were examined to determine base salary, target incentives
and total cash compensation.
Base Salary. The base salary for each executive officer is determined at
levels considered appropriate for comparable positions at the peer companies.
Consideration is also given to compensation of comparable positions in other
Pulsar operating companies.
Variable Incentive Awards. To reinforce the attainment of Company goals,
the Committee believes that a substantial portion of the annual compensation of
each executive officer should be in the form of variable incentive pay. Variable
incentive pay awards are the result of the cumulative achievement of company,
team, and personal goals. Goals are established at the beginning of each fiscal
period. Goals are set from top down within the organization in such a manner
that the personal and team goals for subordinate organizational levels support
the attainment of goals for the higher level, thereby assuring a commonality of
purpose among functional operations. The incentive plan sets a threshold level
of Company performance that must be attained before any incentive awards are
made. Once the fiscal year's threshold is reached, specific formulas are in
place to calculate the actual incentive
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payment for each officer. The plan does allow for pro-rata incentive payment
based upon Company goal performance over the threshold but less than or greater
than 100% of target. A target is set for each executive officer based on targets
for comparable positions at comparison companies, as well as related Pulsar
organizations, and is stated in terms of a percentage of the officer's base
salary for the year. No incentive bonuses were paid to any of the named
employees listed in the Executive Summary Compensation Table included herein.
The special research and development bonus was paid to Dr. Green and
non-executive incentive bonuses were paid to Dr. Green and Mr. Colton.
Long-Term, Equity-Based Incentive Awards. The goal of the Company's
long-term, equity-based incentive awards is to align the interests of executive
officers with shareholders and to provide each executive officer with a
significant incentive to manage the Company from the perspective of an owner
with an equity stake in the business. The Committee determines the size of
long-term, equity-based incentives according to each executive's position within
the Company and sets a level it considers appropriate to create a meaningful
opportunity for stock ownership. In addition, the Committee takes into account
an individual's recent performance, his or her potential for future
responsibility and promotion, and the number of unvested options held by each
individual at the time of the new grant. The relative weight given to each of
these factors varies among individuals at the Committee's discretion.
Equity-based incentive awards are made in conformance with the Seminis Stock
Option Plan of 1998.
CEO COMPENSATION. The annual base salary of Mr. Romo was established by
the Compensation Committee and approved by the Board at its November 1999
meeting. The Committee's recommendation was made based upon Mr. Romo's duties
and the salary levels paid to Chief Executive Officer's of similarly sized
companies doing business on a global scale. Further consideration was taken of
Mr. Romo's involvement in the founding of Seminis and his previous services to
the Company.
Mr. Romo received no incentive compensation payment as a result of
Seminis' fiscal year 2000 performance. On October 2000, Mr. Romo did receive an
option grant of 80,000 shares under the Company's broad-based stock option
program during and subsequent to the Company's fiscal year end. The option
grants made to Mr. Romo have the four (4)-year vesting schedule applicable to
all plan participants.
The Variable Incentive Awards Program, from which Mr. Romo received no
payment, and Options from the Company's Stock Option Plan, which depend upon
appreciation of the Company's Common Stock over the option term, place a
significant portion of Mr. Romo's compensation at risk.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m). Section 162(m) of
the Internal Revenue Code disallows a Federal income tax deduction to publicly
held companies for compensation paid to certain of their executive officers, to
the extent that compensation exceeds $1 million per covered officer in any
fiscal year. This limitation applies only to compensation which is not qualified
performance based compensation. The Seminis Stock Option Plan of 1998 has been
structured so that any compensation deemed paid in connection with the exercise
of option grants made under that plan should qualify as performance-based
compensation which should not be subject to the $1 million limitation.
COMPENSATION COMMITTEE
Timothy M. George, Chairman
Frank J. Pipp
Christopher J. Steffen
9
13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Company's Board of
Directors for the 2000 fiscal year are those named above in the Compensation
Committee Report. No member of this Committee was at any time during the 2000
fiscal year or at any other time an officer or employee of the Company.
10
14
EXECUTIVE SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation earned by the
Company's Chief Executive Officer and the four other highest-paid executives,
for services rendered in all capacities to the Company and its subsidiaries for
each of the last three fiscal years:
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------ ------------
SECURITIES
OTHER UNDERLYING
FISCAL SALARY BONUS COMPENSATION OPTIONS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#)
--------------------------- ------ ------- ------- ------------ ------------
Alfonso Romo(1) ................................ 2000 690,797 -- -- 3,000
Chairman of the Board and Chief Executive 1999 -- -- -- --
Officer 1998 -- -- -- --
Alejandro Rodriguez Graue(2)(3) ................ 2000 567,999 -- 113,766 49,500
President & Chief Operating Officer 1999 370,789 -- 246,795 --
1998 352,910 628,093 188,913 35,046
Octavio Hernandez(3) ........................... 2000 273,966 -- 38,063 27,848
Vice President & Chief Financial Officer 1999 215,410 -- 76,495 --
1998 169,735 289,333 270,709 6,077
Dr. Charles E. Green ........................... 2000 236,143 113,082(4) -- 33,272
Vice President -- Research and 1999 204,579 139,396 -- --
Development 1998 180,871 45,316 -- --
Ron Colton ..................................... 2000 202,923 42,675 -- 7,343
Corporate General Counsel 1999 200,000 -- -- --
1998 30,769 -- -- --
- ----------
(1) Mr. Romo became CEO in December 1999.
(2) Alejandro Rodriguez resigned on August 21, 2000 and was retained as a
consultant until November 30, 2000.
(3) Other compensation paid to Mr. Rodriguez consisted of: 1) The fair
market value of housing provided by the Company of $51,190 for fiscal
year 2000, $73,620 in fiscal year 1999 and $72,000 in fiscal year 1998,
and 2) A Relocation/International Living Bonus of $62,576 for fiscal
year 2000, $173,175 in fiscal year 1999 and $116,913 in fiscal year
1998. Other compensation paid to Mr. Hernandez consisted of: 1) The fair
market value of housing provided by the Company of $9,673 for fiscal
year 2000, $44,600 in fiscal year 1999 and $54,000 in fiscal year 1998,
and 2) A Relocation/International Living Bonus of $28,390 in fiscal year
2000, $31,895 in fiscal year 1999 and $216,709 in fiscal year 1998. The
homes occupied by Mssrs. Rodriguez and Hernandez were sold to these
officers in April and May 2000, respectively. Mssrs. Rodriguez and
Hernandez also received a special bonus equal to the interest expenses
on the Company loan (described under "Transaction With Executive
Officers, etc.") to finance the purchase of the houses.
(4) Dr. Charles E. Green's 2000 bonus includes $38,068 as a special one-time
research and development bonus payment which was provided to Seminis
scientific and breeder staff members.
11
15
OPTION GRANTS
In August and October of 2000 options to purchase Seminis shares were
granted to various individuals for services rendered during the preceding fiscal
year pursuant to the terms of the Seminis, Inc. 1998 Stock Option Plan as
amended. Awards were made to the named officers set forth below.
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE
OPTIONS VALUE AT ASSUMED
NUMBER OF GRANTED TO ANNUAL RATES OF STOCK
SECURITIES EMPLOYEES IN EXERCISE OR PRICE FOR APPRECIATION
UNDERLYING AUGUST AND BASE PRICE FOR OPTION TERM(1)
OPTIONS OCTOBER 2000 PER SHARE EXPIRATION -----------------------
NAME (#) GRANT ($/SHARE) DATE 5%($) 10%($)
---- ---------- ------------ ----------- ----------- -------- --------
Alfonso Romo ............... 80,000 15.34% 1.36 10/15/10 68,424 173,399
Dr. Charles E. Green ....... 25,272 5.85% 1.56 08/28/10 24,794 62,832
15,000 2.88% 1.36 10/15/10 12,829 32,512
Octavio Hernandez .......... 16,848 3.90% 1.56 08/28/10 16,529 41,888
10,000 1.92% 1.36 10/15/10 8,553 21,675
Ron Colton ................. 3,343 0.77% 1.56 08/28/10 3,280 8,311
4,000 0.77% 1.36 10/15/10 3,421 8,670
- ----------
(1) There is no assurance provided to any executive officer or any other
holder of the Company's securities that the actual stock price
appreciation over the ten (10) year option term will be at the assumed
5% or 10% annual rates of compounded stock price appreciation or at any
other defined level. Unless the market price of the Common Stock
appreciates over the option term, no value will be realized from the
option grants made to the executive officers.
(2) Mr. Eugenio Najera received 50,000 options in October 2000 at an
exercise price of $1.36 per share.
OPTION EXERCISES
No exercises of stock were made during fiscal year 2000 by the (1)
President and Chief Executive Officer and (2) the other four most highly
compensated executive officers of Seminis.
12
16
FISCAL 2000 YEAR END OPTION VALUES
The following table sets forth information concerning unexercised
options held by the named executive officers and directors as of September 30,
2000. Based on the closing price per share of Class A Common Stock on the Nasdaq
National Market on September 30, 2000, none of the unexercised options are
in-the-money.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END(#) FISCAL YEAR END($)
------------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Alfonso Romo.................................. 3,000 -- --
Alejandro Rodriguez Graue..................... 17,523 67,023 -- --
Octavio Hernandez............................. 3,039 30,886 -- --
Dr. Charles E. Green.......................... 2,871 36,142 -- --
Ron Colton.................................... 7,343 -- --
TRANSACTIONS WITH EXECUTIVE OFFICERS, DIRECTORS AND OTHERS
On April 21, 2000, Seminis sold residential real property to Mr.
Alejandro Rodriguez, former President and COO of Seminis, at the appraised value
of $1,100,000.00. As part of the transaction, Mr. Rodriguez executed a
Promissory Note (secured by a Deed of Trust) for the purchase price. Such Note
provides for interest at the rate of 7.75 percent per annum, and is payable in
ten equal annual installments of principal, including interest accrued thereon,
with the first such payment to be due December 15, 2000, and annually
thereafter. Seminis has agreed to defer the payment of $165,590.00 ($110,000.00
of principal, and $55,590.00 in accrued interest) that was due on December 15,
2000. Mr. Rodriguez has agreed to pay the entire Note, including all accrued
interest thereon, upon sale of his house but not later than November 30, 2001.
Mr. Rodriguez resigned on August 21, 2000 with no severance arrangements from
Seminis.
On May 31, 2000, Seminis sold residential real property, originally
acquired on April 16, 1999 for $216,000.00, to Mr. Octavio Hernandez, former
Vice President and Chief Financial Officer, at the appraised value of
$216,000.00. As part of the transaction, Mr. Hernandez executed a Promissory
Note (secured by a Deed of Trust) for the purchase price. Such Note provides for
interest at the rate of 7.75 percent per annum, and is payable in ten equal
annual installments of principal, including interest accrued thereon, with the
first such payment to be due December 15, 2000, and annually thereafter. Mr.
Hernandez has paid the entire Note to Seminis, including all accrued interest
thereon. Mr. Octavio Hernandez resigned effective December 31, 2000 with no
severance arrangements from Seminis.
On June 16, 2000, Seminis sold residential real property, originally
acquired on December 12, 1999 for $862,000, to Mr. Bruno Ferrari, Senior Vice
President, at the appraised value of $875,000.00. As part of the transaction,
Mr. Ferrari executed a Promissory Note (secured by a Deed of Trust) for the
purchase price. Such Note provides for interest at the rate of 7.75 percent per
annum, and is payable in ten equal annual installments of principal, including
interest accrued thereon, with the first such payment to be due December 15,
2000, and annually thereafter. The December installment has been paid in full.
On or about April 17, 2000, Seminis loaned $100,000.00 to Mr. Gaspar
Alvarez, Vice President and Worldwide Controller, to aid Mr. Alvarez in the
purchase of a family residence. Such amount is evidenced by a Promissory Note
signed by Mr. Alvarez (and secured by a second Deed of Trust on such residential
property), and is payable in ten annual equal installments of principal, plus
interest thereon at the rate of 7.75 percent per annum. The first such annual
installment is due on December 15, 2000. The December installment has been paid
in full.
Pursuant to an agreement between Seminis and Bionova, Seminis pays
Bionova a minimum fee of $2.5 million per year for access to the results of
Bionova's biotechnology research. This agreement will terminate pursuant to its
terms on January 1, 2007.
13
17
STOCK PERFORMANCE GRAPH
The graph set forth below compares the monthly percentage change in
Seminis' cumulative total shareholder return on its Class A Common stock to the
cumulative total return of the Standard & Poor's 500 Stock Index (the "S&P 500")
and a peer group comprised of Standard & Poor's Foods Index.
CUMULATIVE TOTAL SHAREHOLDER RETURN
FOR THE FIFTEEN MONTH PERIOD ENDING SEPTEMBER 30, 2000*
[GRAPHIC OMITTED]
SEMINIS S&P 500 S&P FOODS
------- ------- ---------
June 30 100 100 100
September 30, 1999 58 94 94
September 30, 2000 8 106 89
- ----------
* Assumes that the value of the investment in Seminis' common stock and
each index was $100 on June 30, 1999 and that all dividends were
reinvested.
14
18
STOCKHOLDER PROPOSALS FOR FISCAL YEAR 2001 PROXY STATEMENT
If a stockholder intends to present a proposal at Seminis' 2001 Annual
Meeting of Stockholders and seeks to have the proposal included in Seminis'
Proxy Statement relating to that meeting, pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, as amended, the proposal must be received by
Seminis no later than the close of business on November 1, 2001. If a
stockholder wishes to present a matter at the 2001 Annual Meeting of
Stockholders that is outside of the processes of Rule 14a-8, Seminis' Bylaws
state that notice must be given to Seminis by November 1, 2001. After that date,
the proposal will be considered untimely and Seminis' proxies will have
discretionary voting authority with respect to such matter. Any proposals, as
well as any related questions, should be directed to the Secretary of Seminis.
OTHER INFORMATION
The cost of the solicitation of Proxies by the Board of Directors will
be borne by Seminis. Solicitation of proxies will be made by mail, and, in
addition, may be made by officers, and employees of Seminis, personally or by
telephone. Forms of Proxies and proxy materials may also be distributed, through
brokers, custodians and other like parties to the beneficial owners of Seminis'
common stock.
15
19
APPENDIX I
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SEMINIS, INC.
Seminis, Inc., (the "Corporation") a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware ("DGCL"), DOES HEREBY CERTIFY:
FIRST, that the Board of Directors of said corporation, by the
unanimous written consent of its members filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Seminis, Inc.
be amended by changing Article Fourth thereof so that, as amended, said Article
shall be and read as follows:
"FOURTH: The total number of shares of stock which the
Corporation has authority to issue is 288,000,000 shares, consisting of (a)
10,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred
Stock") and (b) 278,000,000 shares of Common Stock, par value $.01 per share
(the "Authorized Common Stock"), to be divided into two classes, consisting of
(i) 211,000,000 shares of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock") and (ii) 67,000,000 shares of Class B Common Stock, par
value $.01 per share (the "Class B Common Stock")."
SECOND, that the Amendment of the Certificate of Incorporation
effected by this Certificate was duly authorized at the Annual Meeting of
Stockholders held on March 14, 2001, by the holders of a majority of the
outstanding capital stock of the Corporation entitled to vote thereon, after
first having been declared advisable by the Board of Directors of the
Corporation, all in accordance with the provisions of Section 242 of the
Delaware General Corporation Law.
IN WITNESS WHEREOF, Seminis, Inc. has caused this certificate to
be signed by _______________, its ______________, as of January __, 2001.
----------------------------
Name:
Title:
16
20
APPENDIX II
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
SEMINIS, INC.
CHARTER
I. PURPOSE
This Charter ("Charter") shall govern the operations of the Audit Committee
("Committee") of the Board of Directors ("Board") of Seminis Inc., a Delaware
corporation ("Corporation"). The purpose of the Committee is to assist and
direct the Board in fulfilling its oversight responsibilities by conducting
reviews in (i) financial reporting process, (ii) the Corporation's systems of
internal controls, (iii) the Corporation's auditing process, (iv) the
Corporation's compliance with laws and regulations and (v) the Corporation's
adherence to the code of conduct. Consistent with this purpose, the Committee
shall encourage continuous improvement of, and shall foster compliance to, the
Corporation's policies, procedures and practices at all levels and provide an
avenue of communication between the Board, the independent auditors and the
financial management.
II. COMPOSITION
The Committee shall be comprised of three or more independent directors that
meet the requirements for independence promulgated by the NASDAQ. Members should
be financially literate and have accounting or related financial management
experience.
Members of the Committee shall be elected by the Board at the annual meeting of
the Board to serve one-year terms. If a member is unable to serve a full term,
the Board shall select a replacement. Unless a Chairman is elected by the full
Board, the members of the Committee shall designate a Chairman by majority vote
of the full Committee.
III. MEETINGS
The Committee shall meet at least twice annually with management and the
independent auditors. Such meetings and communications shall be, either in
person or by conference telephone call, and can be separate or together, at the
discretion of the Committee.
IV. RESPONSIBILITIES
A. Independent Auditors
- Select, evaluate and where appropriate replace the independent
auditors.
- Review the external auditors' proposed audit scope and approach.
- Ensure independence of the outside auditors and receive
periodically a formal statement regarding independence in
accordance with IASB Standard No. 1.
- Communicate to the independent auditors that they are ultimately
accountable to the Board through the Committee.
B. Audit Committee Charter
- Review and assess adequacy of charter annually and submit to
Board for approval.
- Publish charter at least once every three years.
17
21
C. Internal Control
- Review periodically the scope and adequacy of the Corporation's
accounting and internal control systems and policies and
management's progress with respect to implementing
recommendations from the external auditors to improve internal
controls or correct deficiencies.
- Ensure open communication with the auditors regarding
deficiencies in internal control, illegal acts, fraud and other
related matters.
D. Financial Reporting
- Review annual financial statements that includes discussion with
management and independent auditors before filing.
- Discuss quality, not just acceptability of accounting
principles, reasonableness of significant judgments and clarity
of disclosures.
- Discuss matters in accordance to SAS 61.
- Prepare a report to shareholders annually to be included in the
proxy.
E. Compliance with Laws and Regulations
- Review the effectiveness of the system for monitoring compliance
with laws and regulations that may have a material impact on
financial statements, company policies and compliance programs.
- Review the findings of any examination by regulatory agencies
such as the Securities and Exchange Commission.
- Obtain periodically updates from management, general counsel and
tax director regarding compliance.
- Be satisfied that all regulatory compliance matters have been
considered in the preparation of the financial statements.
F. Compliance with Code of Conduct
- Ensure that a code of conduct is formalized in writing and that
all employees are notified.
- Review the program for monitoring compliance with the code of
conduct.
- Obtain periodically updates from management and general counsel
regarding compliance.
18
22
SEMINIS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 14, 2001
The undersigned hereby constitutes and appoints Alfonso Romo Garza, Eugenio
Najera Solorzano and Bernardo Jimenez Barrera, either jointly or individually,
to represent the undersigned at the Annual Meeting of Stockholders of Seminis,
Inc. ("Seminis") to be held at Seminis' headquarters at 2700 Camino del Sol,
Oxnard, CA, 93030, on Wednesday, March 14, 2001 at 10:00 a.m., Pacific Standard
Time, for the following purposes:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
23
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
SEMINIS, INC.
MARCH 14, 2001
Please Detach and Mail in the Envelope Provided
A PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
FOR all nominees
listed at right (except WITHHOLD AUTHORITY
as marked to the to vote for all nominees
contrary below) listed at right.
1. To elect a class [ ] [ ] NOMINEES:
of four (4) Adrian Rodriguez Macedo
directors to the Board of Seminis George C. Ball, Jr.
with terms expiring at the annual Frank J. Pipp
meeting in 2004; Christopher J. Steffen
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT PERSON'S NAME HERE:
- ----------
FOR AGAINST ABSTAIN
2. To approve an amendment of the [ ] [ ] [ ]
Certificate of Incorporation of
Seminis to increase the number
of shares of Class A Common
Stock from 158,000,000 to
278,000,000; and
3. To transact such other business
as may properly come before the
meeting or any adjournment or
adjournments thereof.
SPECIFY DESIRED ACTION BY MARKING YOUR VOTE IN THE APPROPRIATE SPACES. THIS
PROXY WILL BE VOTED AS DIRECTED. IF NO SPECIFIC DIRECTION IS MADE, THE PROXY
WILL BE VOTED FOR THE NOMINEES NAMED IN THE ITEM 1 AND FOR ITEM 2. THE PERSONS
NAMED AS PROXIES HAVE DISCRETIONARY AUTHORITY THAT THEY INTEND TO EXERCISE IN
FAVOR OF THE PROPOSALS REFERRED TO AND ACCORDING TO THEIR BEST JUDGMENT AS TO
OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE.
"I wish to attend the annual meeting of Seminis, Inc., scheduled [ ]
for Wednesday, March 14, 2001 at 10:00 a.m. in Oxnard,
California. Please provide me an admittance card."
- -------------------------------- ---------------------------- --------------
PLEASE SIGN HERE: Dated:
NOTE: The signature on this Proxy should correspond exactly with the
Stockholder's name as printed above. In the case of joint tenancies,
co-executors, or co-trustees, both should sign. Persons signing as
Attorney, Executor, Administrator, Trustee or Guardian should give their
full title.
24
SEMINIS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 14, 2001
The undersigned hereby constitutes and appoints Alfonso Romo Garza, Eugenio
Najera Solorzano and Bernardo Jimenez Barrera, either jointly or individually,
to represent the undersigned at the Annual Meeting of Stockholders of Seminis,
Inc. ("Seminis") to be held at Seminis' headquarters at 2700 Camino del Sol,
Oxnard, CA 93030, on Wednesday, March 14, 2001 at 10:00 a.m., Pacific Standard
Time, for the following purposes:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
25
ANNUAL MEETING OF STOCKHOLDERS OF
SEMINIS, INC.
WEDNESDAY, MARCH 14, 2001
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE YOUR
CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.
YOUR CONTROL NUMBER IS ------->
Please Detach and Mail in the Envelope Provided
A PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
FOR all nominees
listed at right (except WITHHOLD AUTHORITY
as marked to the to vote for all nominees
contrary below) listed at right.
1. To elect a class [ ] [ ] NOMINEES:
of four (4) Adrian Rodriguez Macedo
directors to the Board of Seminis George C. Ball, Jr.
with terms expiring at the annual Frank J. Pipp
meeting in 2004; Christopher J. Steffen
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT PERSON'S NAME HERE:
- ----------
FOR AGAINST ABSTAIN
2. To approve an amendment of the [ ] [ ] [ ]
Certificate of Incorporation of
Seminis to increase the number
of shares of Class A Common
Stock from 158,000,000 to
278,000,000; and
3. To transact such other business
as may properly come before the
meeting or any adjournment or
adjournments thereof.
SPECIFY DESIRED ACTION BY MARKING YOUR VOTE IN THE APPROPRIATE SPACES. THIS
PROXY WILL BE VOTED AS DIRECTED. IF NO SPECIFIC DIRECTION IS MADE, THE PROXY
WILL BE VOTED FOR THE NOMINEES NAMED IN THE ITEM 1 AND FOR ITEM 2. THE PERSONS
NAMED AS PROXIES HAVE DISCRETIONARY AUTHORITY THAT THEY INTEND TO EXERCISE IN
FAVOR OF THE PROPOSALS REFERRED TO AND ACCORDING TO THEIR BEST JUDGMENT AS TO
OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE.
"I wish to attend the annual meeting of Seminis, Inc., scheduled [ ]
for Wednesday, March 14, 2001 at 10:00 a.m. in Oxnard,
California. Please provide me an admittance card."
- -------------------------------- ---------------------------- --------------
PLEASE SIGN HERE: Dated:
NOTE: The signature on this Proxy should correspond exactly with the
Stockholder's name as printed above. In the case of joint tenancies,
co-executors, or co-trustees, both should sign. Persons signing as
Attorney, Executor, Administrator, Trustee or Guardian should give their
full title.