SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
DELTA AND PINE LAND COMPANY
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
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):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] 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:
----------
2) Form, Schedule or Registration Statement No:
------------------
3) Filing Party:
--------------------------------------
4) Date Filed:
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DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772 USA
(662) 742-4500
May 30, 2001
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 Wednesday, June 20, 2001, at
9:30 AM, Central Time, at the Adam's Mark Hotel, 939 Ridgelake Boulevard,
Memphis, Tennessee. All stockholders of record as of May 18, 2001, 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 JUNE 20, 2001
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 Adam's Mark Hotel, 939 Ridgelake Boulevard, Memphis, Tennessee on
Wednesday, June 20, 2001, at 9:30 AM, Central Time, for the following purposes:
1. to elect two Class II members to the Board of Directors to three-year terms
expiring at the 2004 Annual Meeting of Stockholders;
2. 2.2. 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 May 18, 2001, 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
May 30, 2001
DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772
(662) 742-4500
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 20, 2001
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 June 20, 2001, 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;
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, 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 May 18, 2001 are entitled to
vote at the meeting. The Proxy Statement and the accompanying form of proxy were
mailed on or about May 30, 2001, 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 May 18, 2001, will constitute a quorum. At that date,
approximately 38,538,994 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 April 30, 2001, Shares beneficially owned by
each director, each nominee for director, certain executive officers, any person
owning more than 5% of the Shares individually and by all executive officers and
directors as a group.
Name of Beneficial Owner Shares Beneficially Owned
- ------------------------ -------------------------
Amount of
Beneficial Percentage
Ownership of Class
--------- --------
Stephens Group, Inc.(1) 2,589,137 6.7
Monsanto Company (2) 1,777,776 4.6
John Hancock Financial Services, Inc.(3) 1,264,698 3.3
F. Murray Robinson (4) 103,246 *
Steven M. Hawkins (4) -- *
W. Thomas Jagodinski (4)(5) 70,211 *
James H. Willeke (4) -- *
Charles R. Dismuke, Jr. (4) 82,666 *
Joseph M. Murphy (6) 698 *
Jon E. M. Jacoby (7) 133,731 *
Rudi E. Scheidt (8) 22,112 *
Nam-Hai Chua (9) 45,505 *
Stanley P. Roth (10) 27,500 *
All Directors and Executive Officers as a Group 981,904 2.6
[21 persons] (11) (12) (13)
- ------------------------------------------
* Less than one percent
(1) Mr. Jacoby, a director of Stephens Group, Inc. ("SGI") and its subsidiary,
Stephens, Inc., owns 133,731 Shares which are not included. See Note 7
below. The mailing address for Stephens Group, Inc. and affiliates is 111
Center Street, Little Rock, Arkansas 72201.
(2) Excludes shares obtainable by conversion of Series M Convertible Preferred
Stock. If Monsanto converts pursuant to the terms of the preferred stock,
they would receive 1,066,667 Shares of Common Stock which would make its
amount of beneficial ownership 2,844,443 Shares, or 7.4%. The mailing
address for Monsanto Company is 800 North Lindbergh Blvd., St. Louis,
Missouri 63167.
(3) The mailing address for John Hancock Financial Services, Inc. is John
Hancock Place, Post Office Box 111, Boston, Massachusetts 02117.
(4) The mailing address for Messrs. Robinson, Jagodinski, Hawkins, Willeke and
Dismuke is One Cotton Row, Scott, Mississippi 38772.
(5) Includes 3,555 Shares owned by Mr. Jagodinski's wife. Mr. Jagodinski
disclaims beneficial ownership of Shares owned by his wife.
(6) 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.
(7) 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 3 above. The mailing address for
Jacoby Enterprises, Inc., and Mr. Jacoby is 111 Center Street, Little Rock,
Arkansas 72201.
(8) The mailing address for Mr. Scheidt is 54 South White Station Road,
Memphis, Tennessee 38117.
(9) 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.
(10) 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.
(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 981,904 Shares shown exclude vested and unvested options
for 468,922 Shares pursuant to the 1993 Delta and Pine Land Company Stock
Option Plan and options for 1,961,825 Shares pursuant to the 1995 Long-Term
Incentive Plan. These option amounts include vested options for each
individual listed in the table as follows: Steven M. Hawkins, 130,000;
Joseph M. Murphy, 24,532; Jon E.M. Jacoby, 79,644; W. Thomas Jagodinski,
108,822; Rudi E. Scheidt, 79,644; Charles R. Dismuke, Jr., 107,467; Nam-Hai
Chua, 79,644; Stanley P. Roth, 79,644; F. Murray Robinson, 77,510; and
James H. Willeke, 59,000.
(13) Roger D. Malkin retired as an officer, director and employee of the Company
on October 30, 2000. Mr. Malkin died on Wednesday, November 22, 2000.
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.,
Energy Exploration Technologies 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 is the Chairman of NACC, a private
merchant banking firm, and has been its President 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.
F. Murray Robinson (67) Vice Chairman and Mr. Robinson has been employed by D&PL as Chief Executive Officer and Vice
Chief Executive Chairman since October 2000. Prior to his retirement from D&PL in April 1999,
Officer Mr.Robinson had been employed by D&PL serving as Executive Vice President
from January 1999 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.
Steven M. Hawkins (50) President and Chief Mr. Hawkins has served as President and Chief Operating Officer since
Operating Officer December 1998. Before that time, he served as Executive Vice President
of D&PL from May 1998 until December 1998. From September 1996 until May
1998, he served as Director of Marketing and Vice President of Sales and
Marketing - Deltapine Seed Division. Prior to joining D&PL, he worked for
Asgrow Seed Company from October 1976 until September 1996. His last
assignment with Asgrow was as Director of Marketing, Logistics and New
Business. Prior to that he held various marketing, sales and operation
positions with the Company.
Charles R. Dismuke, Jr. (46) 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 (44) 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 (60) 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.
W. A. Ellis, III (48) Vice President-Sales Mr. Ellis has served as Vice President - Sales and Marketing
and Marketing since August 1999. From January 1997 until August 1999, he
served as Senior Vice President and as President-Sure Grow
Seed Division. From 1990 until 1996 he served as
President-Ellis Brothers Seed, Inc. and Sure Grow Seed, Inc.
(which were acquired by the Company in May 1996 as the
result of the Sure Grow merger). Before that time Mr. Ellis
was Vice President of Ellis Brothers Seed, Inc.
Rick D. Greene (31) 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.
Dr. Kater D. Hake (48) 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-New Dr. Hugie has served as Vice President-New Technologies
Technologies Research Research since September 1996. 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 (56) 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 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 October 1993.
Donald L. Kimmel (62) Vice President-Sales Mr. Kimmel has served as Vice President-Sales and Marketing
and Marketing of D&PL since 1986, and from 1985 to 1986, as its Marketing
Manager.
Charles V. Michell (38) Vice Mr. Michell has served as Vice President-Information Systems
President-Information from October 1998 until present, and prior to that time, as
Systems 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.
Alan L. Rubida (40) Vice Mr. Rubida has served as Vice President-Quality since
President-Quality October 1998. Mr. Rubida joined D&PL in 1994 and served as
the Company's Western Cottonseed Production Manager until
1998. Prior to joining D&PL, Mr. Rubida served as manager
of the Cottonseed Production Department for the Supima
Association of America.
Ann J. Shackelford (42) 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 December 1996, she served as
Legal Coordinator. Prior to joining the Company, Ms.
Shackelford was involved in private business.
John D. Stewart (41) 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 1988 to September 2000, Mr. Stewart served as the General
Division manager for Europe and Africa. He joined the company in
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. Since 1976, Mr. Hafter has been a partner in
Lake Tindall, LLP, D&PL's general counsel, and he has
performed legal services for D&PL since 1983.
(1) All biography information is provided as of May 30, 2001.
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 II Directors
were elected at the 1998 Annual Meeting to serve a term expiring at the 2001
Annual Meeting. 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.
The Board of Directors proposes the re-election of the two Class II Directors
listed below:
Name Offices Held with the Company;
(Year First Elected a Director) Principal Occupation for Past Five Years
------------------------------- ----------------------------------------
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 Bancorporation, a bank holding company, headquartered in
Memphis, Tennessee. Mr. Scheidt is 76 years of age.
Continuing Directors
- --------------------
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.
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 when he became Deputy Chairman, and as the
Chairman of the Board of IMAGEN Holdings Pte. Ltd, an affiliate of
IMA. 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 invest 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE INDIVIDUALS LISTED AS CLASS II DIRECTORS.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board Meetings and Attendance of Directors
The Board of Directors had 36 meetings in fiscal 2000, including 35 special
meetings. 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 2000.
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. In addition, under the 1993 Stock Option Plan, as amended, each
present director was granted an option to purchase 53,333 shares at the fair
market price at the date of grant. Under the 1995 Long-Term Incentive Plan, as
amended, the initial option granted to each new (and present) director of the
Company was increased by 8,889 shares to 62,222, and 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 1997 for
present directors). At the March 30, 2000 Annual Meeting, the Board of Directors
agreed to grant options to each Director for 80,000 shares of Company 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 met one time during 2000. 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. The
Audit Committee met one time during 2000 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:
* reviewed with the outside auditors the scope of the audit, the auditors'
fees and related matters;
* received copies of the annual comments from the outside auditors on
accounting procedures and systems of control;
* 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;
* reviewed with management and the outside auditors Delta and Pine Land's
quarterly financial statements as required and will review year end
financial statements upon completion 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. This review
included the items required by SAS 61 as in effect at that time in the case
of the quarterly statements.
* 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;
* 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;
* reviewed compliance with laws, regulations, and internal procedures, and
contingent liabilities and risks that may be material to Delta and Pine
Land; and
* will prepare a report each year concerning compliance with its charter for
inclusion in the Company's annual Proxy Statement.
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, 2000.
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. This Committee met three times during 2000. This 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/or the Chief Executive Officer. Each executive officer's performance
is rated by the Chief Operating Officer and/or 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.
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, 2000, Roger D. Malkin was the
Chief Executive Officer of the Company. Mr. Malkin, now deceased, retired on
October 30, 2000. Mr. Malkin's salary was based on his contribution to the
Company. He was entitled to merit salary increases. These merit increases were
determined in accordance with the procedures and guidelines described above. For
fiscal 2000, Mr. Malkin's base salary was $290,000 with a bonus of $300,000. The
Compensation Committee approved Mr. Malkin'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. Malkin'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. Pioneer HiBred International, Inc., DeKalb Genetics Corp., Mycogen Corp.,
and Calgene, Inc., each of which has been included in the peer group in the
past, are excluded from the Company's current peer group because their
respective stocks are no longer traded on a public market. The table assumes
$100 invested on August 31, 1995, and the reinvestment of dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG DELTA AND PINE LAND COMPANY,
THE S&P SUPERCAP AGRICULTURE INDEX
AND THE NYSE/AMEX/NASDAQ STOCK MARKET (US COMPANIES) INDEX
Cumulative Total Return
-------------------------------------------------
8/95 8/96 8/97 8/98 8/99 8/00
---- ---- ---- ---- ---- ----
Delta and Pine Land Company 100.00 172.63 299.16 467.58 309.49 268.61
S&P Supercap Agriculture 100.00 115.00 153.17 119.53 108.43 82.96
NYSE/AMEX/NASDAQ Stock Market (US Companies) 100.00 117.15 160.52 164.80 229.62 279.07
*$100 Invested on 8/31/95 in Stock or Index (including reinvestment of
dividends) for each fiscal year ending August 31.
EXECUTIVE COMPENSATION
Note: Roger D. Malkin died November 22, 2000. Mr. Malkin was the Chief Executive
Officer of Delta and Pine Land Company until he retired on October 30, 2000.
Following are compensation related tables and information as required by the
Securities and Exchange Commission reflecting Mr. Malkin's compensation as the
Chief Executive Officer for the fiscal year ended August 31, 2000.
Annual Compensation
The following table sets forth certain information regarding compensation paid
to, or accrued for, the Company's Chief Executive Officer and the Company's four
other most highly-compensated executive officers (the "Named Officers") during
the year ended August 31, 2000:
Summary Compensation Table
--------------------------
Long- Term
Annual Compensation Compensation
------------------- ------------
Securities
Name and Underlying All Other
Principal Position Year Salary($) Bonus($) Options(1) Compensation
- ------------------ ---- --------- -------- -------------- ------------
Roger D. Malkin 2000 290,000 300,000 199,113(2) $29,000(3)
Chief Executive Officer 1999 290,000 487,228(4) 2,666(2) $30,000(3)
1998 290,000 -- 2,666(2) $35,000(3)
Steven M. Hawkins 2000 240,000 200,000 150,000 --
President and Chief 1999 218,000 150,000 -- --
Operating Officer 1998 163,000 -- 130,000 --
W. Thomas Jagodinski 2000 180,000 200,000 137,000 --
Senior Vice President, 1999 162,500 75,000 -- --
Chief Financial Officer, 1998 150,000 -- -- --
and Assistant Secretary
Charles R. Dismuke, Jr. 2000 179,000 115,000 100,000 --
Senior Vice President 1999 170,000 45,000 -- --
1998 165,000 -- -- --
James H. Willeke 2000 170,600 65,000 20,000 --
Vice President Sales 1999 165,600 25,000 -- --
and Marketing 1998 155,600 -- -- --
(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 on a portion 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 excercisable ratably or upon a
change in control. 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 1,770,443 Shares under the
1995 Plan in 2000. 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 2000:
Option Grants in Fiscal 2000
Number of Percentage of Total Potential Realized Value at
Securities Options Granted Assumed Annual Rates of Stock
Underlying to Employees In Price Appreciation of Option
Name Options Fiscal Year Exercise Price Expiration Date Term (1)
- ---- ------- ----------- -------------- --------------- -------------------------------
0 % 5% 10%
--- --- ----
Roger D. 82,666 4.67% $ 19.62 3/30/10 -- 1,020,000 2,585,000
Malkin 116,447 6.58% $ 19.62 3/30/10 -- 1,437,000 3,641,000
Steven M. 100,000 5.65% $ 16.91 1/26/10 -- 1,063,000 2,695,000
Hawkins 50,000 2.82% $ 19.62 3/30/10 -- 617,000 1,563,000
W. Thomas 62,000 3.50% $ 16.91 1/26/10 -- 659,000 1,671,000
Jagodinski 75,000 4.24% $ 19.62 3/30/10 -- 925,000 2,345,000
Charles R. 20,000 1.13% $ 16.91 1/26/10 -- 213,000 539,000
Dismuke 80,000 4.52% $ 19.62 3/30/10 -- 987,000 2,502,000
James H.
Willeke 20,000 1.13% $ 19.62 3/30/10 -- 247,000 625,000
(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 2000 and unexercised options held as of August 31, 2000 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) 129,778 $2,527,649 14,043 227,734 $ 28,095 $1,018,517
Steven M. Hawkins (3) -- -- 84,000 249,333 274,019 1,178,644
W.T. Jagodinski (3) -- -- 76,089 172,555 640,714 901,416
Charles R. Dismuke, Jr. -- -- 82,489 113,511 1,282,098 607,284
James H. Willeke -- -- 35,445 39,555 309,897 267,635
(1) Based on $24.4531 per Share, the August 31, 2000, 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: 5,332 shares for Mr. Malkin, 130,000 shares for Mr.
Hawkins, and 53,333 shares for Mr. Jagodinski.
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 4,139 5,519 6,898 7,140 7,382
$ 50,000 9,989 13,319 16,648 17,703 18,757
$ 75,000 15,839 21,119 26,398 28,265 30,132
$100,000 21,689 28,919 36,148 38,828 41,507
$150,000 33,389 44,519 55,648 59,953 64,257
$200,000 35,729 47,639 59,548 64,178 68,807
$250,000 35,729 47,639 59,548 64,178 68,807
$300,000 35,729 47,639 59,548 64,178 68,807
$400,000 35,729 47,639 59,548 64,178 68,807
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
1999. In addition, such amounts reflect the 1999 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, 1999, the most recent Pension Plan
valuation date, are as follows:
Years of Credited Average Plan
Name Service Compensation
---- ------- ------------
Roger D. Malkin 30 156,000
Steven M. Hawkins 3 155,833
W.T. Jagodinski 8 138,777
Charles R. Dismuke, Jr. 23 149,364
James H. Willeke 4 158,178
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) Annual benefits in the amount of $12,000 were paid to Roger D. Malkin
pursuant to the SERP during fiscal 2000; 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 Officers noted above
are 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. A participant
may elect to contribute up to 18% 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, 2000, 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 are
being granted. 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, 2000, options for 4,209,427 Shares have been
granted under the 1995 Plan, leaving available for grant 1,247,441 Shares,
including 336,868 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 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, is the
Deputy Chairman of the Management Board of Directors of IMA. 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 Dr. Chua 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 2000, 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. Malkin relating to shares
acquired pursuant to Salomon Smith Barney's dividend reinvestment plan, one Form
4 for Mr. Murphy relating to the sale of stock, one Form 4 for Mr. Jacoby
relating to the transfer of company shares from a partnership in which Mr.
Jacoby had beneficial ownership, one Form 4 for Thomas O. Luehder, a former
Vice-President, 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 2002 Annual Meeting should have been received by the Company no
later than November 1, 2001. With regard to stockholder proposals not included
in the Company's proxy statement but which a stockholder wishes to be brought
before the 2001 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.
Financial Statements meeting the requirements of Regulation S-X are incorporated
herein by reference and can be found in the Company's Form 10-K filed with the
Securities and Exchange Commission.
BY ORDER OF THE BOARD OF DIRECTORS
Jerome C. Hafter
Secretary