DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772 USA
(662) 742-4000
December 3, 2003
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of the Stockholders of
Delta and Pine Land Company, which will be held on Thursday, January 15, 2004,
at 10:00 AM, Central Time, at The Madison Hotel, 79 Madison Avenue, Memphis,
Tennessee. All stockholders of record as of November 21, 2003, 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 or vote electronically via the Internet
or by telephone 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 or voted via the Internet or by telephone.
Sincerely,
Jon E. M. Jacoby
Chairman of the Board
DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772 USA
(662) 742-4000
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON JANUARY 15, 2004
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 Madison Hotel, 79 Madison Avenue, Memphis, Tennessee, on Thursday,
January 15, 2004, at 10:00 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 2007 Annual Meeting of
Stockholders;
2. to ratify the appointment of the independent auditors for the
fiscal year ending August 31, 2004;
3. 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 November 21, 2003, 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, date and promptly return the enclosed proxy using the enclosed
addressed envelope, which requires no postage if mailed within the United
States, or vote electronically via the Internet or by telephone.
BY ORDER OF THE BOARD OF DIRECTORS
Jerome C. Hafter
Secretary
December 3, 2003
DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772
(662) 742-4000
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
January 15, 2004
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 January 15, 2004, and at
any adjournment or adjournments thereof. To assure adequate representation at
the Annual Meeting, stockholders are requested to promptly sign, date and return
the enclosed proxy or vote electronically via the Internet or by telephone.
Any stockholder giving a proxy has the power to revoke it at any time before it
is voted. Revocation of a proxy is effective upon receipt by the Secretary of
the Company of either: (i) an instrument revoking it or (ii) a duly-executed
proxy bearing a later date. In addition, a stockholder who is present at the
meeting may revoke the stockholder's proxy and vote in person if the stockholder
so desires. Proxies furnished by stockholders pursuant hereto will be voted on
proposals properly introduced at the meeting and in elections; and, if the
person solicited specifies in the proxy a choice with respect to matters to be
acted upon, the Shares will be voted in accordance with such specification. If
no choice is specified, the proxy will be voted FOR approval of the nominees for
directors, FOR the ratification of the appointment of the independent auditors
as described herein 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 November 21, 2003, are
entitled to vote at the meeting. The Proxy Statement and the accompanying form
of proxy were mailed on or about December 3, 2003, 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 Ricky D. Greene, Vice President - Finance,
Treasurer 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 November 21, 2003, will constitute a quorum. At that date,
approximately 38,087,794 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 October 31, 2003, Shares beneficially owned by
each director, each nominee for director, certain executive officers, any person
owning more than 5% of the Shares individually, others with significant
ownership and by all executive officers and directors as a group.
Name of Beneficial Owner Shares Beneficially Owned
Amount of
Beneficial Percentage
Ownership of Class
Sterling Capital Management, LLC (1) 2,111,599 5.5
Stephens Group, Inc. (2) 1,553,704 4.1
Monsanto Company (3) 502,620 1.3
Jon E. M. Jacoby (4) 133,731 *
F. Murray Robinson (5) (11) 113,246 *
W. Thomas Jagodinski (6) (12) 70,211 *
Rudi E. Scheidt (7) 59,112 *
Stanley P. Roth (8) 27,500 *
Nam-Hai Chua (9) 10,666 *
Joseph M. Murphy (10) 698 *
Charles R. Dismuke, Jr. (6) (13) 82,000 *
Ricky D. Greene (6) 500 *
James H. Willeke (6) -0- *
Thomas A. Kerby (6) -0- *
All Directors and Executive Officers as a Group 731,653 1.9
[19 persons] (14) (15)
* Less than one percent
(1) The mailing address for Sterling Capital Management is 4064 Colony
Road, Suite 300, Charlotte, North Carolina 28211.
(2) Mr. Jacoby, a director of Stephens Group, Inc. ("SGI") and an employee
of its subsidiary, Stephens, Inc., owns 133,731 Shares which are not
included. See Note 4 below. The mailing address for Stephens Group,
Inc. and affiliates is 111 Center Street, Little Rock, Arkansas 72201.
(3) Excludes shares obtainable by conversion of Series M Convertible
Preferred Stock. If Monsanto converts pursuant to the terms of the
preferred stock, Monsanto would receive 1,066,667 Shares of Common
Stock which would make its amount of beneficial ownership 1,569,287
Shares, or 4.1%. The mailing address for Monsanto Company is 800 North
Lindbergh Blvd., St. Louis, Missouri 63167.
(4) Includes the following Shares: 113,637 Shares owned by Jacoby
Enterprises, Inc., as to which Mr. Jacoby has sole power to vote and
sole power of disposition and 20,094 Shares owned beneficially by Mr.
Jacoby. Does not include Shares owned by SGI, or other of its
affiliates, except Jacoby Enterprises, Inc. See Note 2 above. The
mailing address for Jacoby Enterprises, Inc., and Mr. Jacoby is 111
Center Street, Little Rock, Arkansas 72201.
(5) The mailing address for Mr. Robinson is 1520 Woodruff Lane,
Bloomington, Indiana 47401. (6) The mailing address for Messrs.
Jagodinski, Dismuke, Greene, Willeke, and Kerby is One Cotton Row,
Scott, Mississippi 38772.
(7) The mailing address for Mr. Scheidt is 54 South White Station Road,
Memphis, Tennessee 38117.
(8) These Shares are owned by North American Capital Corporation, as to
which Mr. Roth has sole power to vote and sole power of disposition.
The mailing address for Mr. Roth is 510 Broad Hollow Road, Suite 206,
Melville, New York 11747.
(9) The shares indicated are owned by Dr. Chua's wife. 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) 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 200 East 42nd Street, 9th Floor, New York, New York
10017.
(11) Includes 38,000 shares owned by a Charitable Remainder Unit Trust
("CRUT"). Mr. Robinson disclaims beneficial ownership of shares owned
by the CRUT.
(12) Includes 3,555 Shares owned by Mr. Jagodinski's wife. Mr. Jagodinski
disclaims beneficial ownership of Shares owned by his wife.
(13) Includes 17,666 shares owned by Mr. Dismuke's wife. Mr. Dismuke
disclaims beneficial ownership of Shares owned by his wife.
(14) Includes the following Shares: 698 Shares owned by the wife of Joseph
M. Murphy; 3,555 Shares owned by the wife of Mr. Jagodinski; 10,666
Shares owned by the wife of Dr. Chua; 38,000 Shares owned by the
Robinson CRUT; and 17,666 Shares owned by the wife of Mr. Dismuke
(15) As a group, the 731,653 Shares shown exclude vested and unvested
options for 393,200 Shares pursuant to the 1993 Delta and Pine Land
Company Stock Option Plan and options for 1,924,655 Shares pursuant to
the 1995 Long-Term Incentive Plan for a total of 2,317,855. These above
option amounts include vested options of 1,236,087 for each individual
listed in the table as follows: Jon E. M. Jacoby, 118,218; F. Murray
Robinson, 116,442; W. Thomas Jagodinski, 231,289; Rudi E. Scheidt,
118,218; Stanley P. Roth, 118,218; Nam-Hai Chua, 64,885; Joseph M.
Murphy, 63,107; Charles R. Dismuke, 156,000; Ricky D. Greene, 45,000;
James H. Willeke, 67,000; Thomas A. Kerby, 137,710.
OFFICERS OF THE COMPANY
Offices Held with Company;
Name (Age) Position (1) Principal Occupation for Past Five Years
----------- ------------- ----------------------------------------
Jon E. M. Jacoby (65) 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. On October 1, 2003, Mr. Jacoby
retired as Vice Chairman of each of these companies. He
remains a director of Stephens Group, Inc. and a consultant
and employee of these companies. Stephens Inc. and Stephens
Group, Inc. are stockholders of D&PL. Mr. Jacoby is a
director of Conn's Inc., Sangamo Bio-Sciences, Eden
Bioscience Corp. and Power-One, Inc. He was a director of
Beverly Enterprises, Inc. until May 24, 2001. Mr. Jacoby is
not an employee of D&PL and receives no additional
compensation for his role as Chairman of the Board.
Stanley P. Roth (66) Vice Chairman Mr. Roth is the Chairman of NACC, a private merchant banking
firm. In addition, Mr. Roth serves as the Chairman of
Royal-Pioneer Industries, Inc., and a director of Hollis
Corporation and GPC International Inc. Mr. Roth previously
served as Chairman of GPC International until 2001. In
September 2002, Mr. Roth became a Director of Polaroid
Holding Company. Mr. Roth is not an employee of D&PL and
receives no additional compensation for his role as Vice
Chairman.
F. Murray Robinson (68) Vice Chairman Mr. Robinson served as Chief Executive Officer and Vice
Chairman from October 2000 until August 2002. Prior to his
first retirement from D&PL in April 1999, Mr. Robinson had
been employed by D&PL serving as Executive Vice President
from December 1998 until April 1999 and President and COO
from February 1989 until December 1998 and Executive Vice
President from April 1988 until February 1989. Mr. Robinson
is no longer an employee of D&PL and receives no additional
compensation for his role as Vice Chairman.
W. Thomas Jagodinski (47) President, Chief Mr. Jagodinski has served as President and Chief Executive
Executive Officer Officer and Director since September 2002 and as Executive
and Director Vice President from June 2002 through August 2002. From
September 2000 until June 2002, he served as Senior
Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary and from March
2000 until September 2000 he served as Senior Vice
President-Finance, Treasurer and Assistant
Secretary. Until March 2000, he served as Vice
President - Finance and Treasurer and Assistant
Secretary. From 1991, when he joined D&PL, until
March 2000, Mr. Jagodinski held various positions
with the Company.
Charles R. Dismuke, Jr. (48) 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. From 1977, when he
joined D&PL, until 1982, Mr. Dismuke held various positions
with the Company.
Harry B. Collins (62) Vice President Dr. Collins has served as Vice President - Technology Transfer
-Technology since April 1998. From 1985 until April
Transfer 1998, Dr. Collins 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 (49) Vice President - Mr. Dykes has served as Vice President - Field Production
Field Production since September 2003. From February 1997 to August 2003,
Mr. Dykes served as the Company's Vice President -
Operations. Prior to that time, Mr. Dykes served as
the General Manager - Arizona Processing, Inc.
(which was acquired by the Company in May 1996). Mr.
Dykes was a shareholder of Arizona Processing, Inc.
at the time of the acquisition.
Ken Fearday (50) President - Mr. Fearday has served as President - International Division
International since April 2003. Prior to joining Delta and Pine Land
Division Company he served as President of Research Seeds, Inc. from
May 2000 until February 2003. From January 2000
through May 2000 he served as President of Seed
Solutions, a division of Research Seeds, Inc. From
1992 until December 1999 he served as president of
Advanta Seeds, Inc., a wholly owned subsidiary of
Advanta USA, Inc.
Ricky D. Greene (33) Vice President - Mr. Greene has served as Vice President - Finance, Treasurer
Finance, Treasurer and Assistant Secretary since June 2002. Previously he
and Assistant served as Vice President - Business
Secretary Development from September 2000 until June 2002. From
May 1997, when he joined D&PL, until September
2000, Mr. Greene served as Director of International
Taxation and Finance.
Kater D. Hake (51) Vice President - Dr. Hake has served as Vice President - Technology
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 in 1996,
Dr. Hake was Associate Professor with Texas A&M University
and Manager of Cotton Physiology for the National Cotton
Council of America.
William V. Hugie (44) Vice President - Dr. Hugie has served as Vice President - Research since
Research September 1998. From September 1996 until September 1998,
he served as Vice President - New Technologies. From 1988,
when he joined D&PL, until 1996, Dr Hugie held
various positions with the Company.
Thomas A. Kerby (59) Vice President - Dr. Kerby has served as Vice President - Technical Services
Technical Services since September 1994 and Director - Technical Services from
November 1993, when he joined D&PL. Prior to
joining the Company, Dr. Kerby served the cotton
industry of California and the University of
California as an Extension Cotton Agronomist.
Donald L. Kimmel (65) Vice President - Mr. Kimmel has served as Vice President - Industry Relations
Industry Relations of D&PL since September 2001. From 1986, when he joined
D&PL, until 2001, he served as Vice President -
Sales and Marketing of D&PL.
Charles V. Michell (40) Vice President - Mr. Michell has served as Vice President - Supply Chain
Supply Chain Management since September 2003. From August 2001 until
Management August 2003, Mr. Michell served as Vice President - Supply
Chain Management, Corporate Quality Assurance and Information
Systems. From April 2000 until August 2001, he
served as Vice President - Supply Chain Management
and Information Systems. From October 1998 until
April 2000, he served as Vice President -
Information Systems. From 1987, when he joined D&PL,
until 1998, Mr. Michell held various positions
with the Company.
Ann J. Shackelford (45) Vice President - Ms. Shackelford has served as Vice President - Corporate
Corporate Services Services since September 1997. Ms. Shackelford has been
employed by D&PL since October 1994 and has held various
positions in the Company.
James H. Willeke (59) 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. Prior to joining
the Company, he served as President - Hartz Seed, a
subsidiary of Monsanto Company.
Jerome C. Hafter (58) Secretary Mr. Hafter has served as Secretary of D&PL since July 1993.
From 1976 until September 30, 2001, Mr. Hafter was a partner
in Lake Tindall, LLP, D&PL general counsel, where he had
performed legal services for D&PL since 1983, and from
October 1, 2001, he has been a partner of Phelps Dunbar,
LLP, now D&PL general counsel.
(1) All biography information is provided as of December 3, 2003
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors is established by the Board of Directors and is
currently set at seven. 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 June 20, 2001 Annual Meeting to serve a term expiring at the
2004 Annual Meeting. Class III Directors were elected at the April 25, 2002
Annual Meeting to serve a term expiring at the 2005 Annual Meeting. Class I
Directors were elected at the January 22, 2003 Annual Meeting to serve a term
expiring at the 2006 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 February 1993, Mr. Murphy has been the Chairman of Country
Bank, New York, New York. Mr. Murphy has been a certified public
accountant since 1961, certified in both New York and New Jersey.
Prior to his affiliation with Country Bank, Mr. Murphy practiced
public accountancy for public and private companies for nine years,
and then participated as an investment banker, investor, officer
and director in the purchase, management and sale of numerous
domestic and international public and private businesses for over
17 years. Mr. Murphy also has extensive service as a trustee of
several substantial non-profit foundations and institutions. Mr.
Murphy is 68 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 was Director Emeritus of
National Commerce Financial Corporation, a bank holding company,
headquartered in Memphis, Tennessee until December 2002. Mr.
Scheidt is 78 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".
CLASS I
Nam-Hai Chua (1993) 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") in
Singapore until September 2000, Deputy Chairman from that time
until September 2001, and as the Chairman of the Board of IMAGEN
Holdings Pte. Ltd, an affiliate of IMA until August 2001. Dr.
Chua was also a member of the Board of Directors of DNAP
Holdings (formerly DNA Plant Technology Corporation), until he
resigned in 1998 and BioInnovations of America (an
entity owned by the Government of Singapore, which invests in
United States biotechnology companies) until he resigned in
2000. Dr. Chua also acted as a scientific consultant to Monsanto
Company for matters relating to plant biology through 1995. Dr.
Chua has acted as a consultant to D&PL since 1991 but received no
consulting fees in 2003. Dr. Chua is 59 years of age.
W. Thomas Jagodinski (2002) See the description of Mr. Jagodinski's offices with the Company
and principal occupation under "Officers of the Company". Mr.
Jagodinski was named a Class I director of the Company effective
September 1, 2002, and was elected as a Class I Director at the
2003 Annual Meeting.
Stanley P. Roth (1988) See the description of Mr. Roth's offices with the
Company and principal occupation under "Officers of the Company".
The Board of Directors has considered the independence of each of its
non-employee directors, and has determined that each of Messrs. Chua, Jacoby,
Murphy, Roth, and Scheidt is "independent", as defined under current New York
Stock Exchange rules and under rules proposed to the Securities and Exchange
Commission by the New York Stock Exchange.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE INDIVIDUALS LISTED AS CLASS II DIRECTORS.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Appointment of Auditors
KPMG LLP audited D&PL's annual financial statements for the fiscal year ended
August 31, 2003. Representatives of KPMG will be present at the meeting to
respond to appropriate questions and to make a statement if they so desire.
As a result of recent legislation, the Audit Committee is solely responsible for
appointing the public accounting firm to be the Company's independent outside
auditors for the fiscal year ending August 31, 2004. Although the Company is not
legally required to seek shareholder approval of its outside auditor, the Board
of Directors believes that it is in the best interest of the Company and a
matter of good corporate governance to do so.
At the time of publication of this Proxy Statement, the Audit Committee has
commenced a process for the selection of the Company's outside auditors for
2004, but has not yet made a selection. Therefore, at this time shareholders are
being asked to ratify the appointment of KPMG LLP as such auditors. However,
such ratification is subject to the right of the Audit Committee to actually
appoint a different auditing firm of comparable stature in the accounting
profession, either before or after the annual meeting (and notwithstanding the
affirmative vote of a majority of shares in favor of this proposal), as the
Audit Committee may determine to do in the exercise of its business judgment.
KPMG billed Delta and Pine Land Company the following fees for services provided
during fiscal year 2003:
o Audit Fees: The aggregate fees for professional services rendered
for the audit of D&PL's fiscal year 2003 annual financial statements
and review of D&PL's Form 10-Q reports were $180,000.
o Audit-Related Fees: The aggregate fees for professional services
rendered during fiscal 2003 related to statutory foreign and
stand-alone subsidiary audits and audits of employee benefit plans
were $31,000.
o Financial Information Systems Design and Implementation Fees: $0
o All Other Fees: The aggregate fees for all other non-audit services
were $2,000.
D&PL's Audit Committee has considered whether KPMG's provision of any non-audit
services to D&PL would be compatible with maintaining KPMG's independence.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS RATIFICATION
OF APPOINTMENT OF INDEPENDENT AUDITORS.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board Meetings and Attendance of Directors
The Board of Directors had 7 meetings in fiscal 2003. 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 2003.
Director's Compensation
Each Director receives an annual fee of $40,000 and an attendance fee of $1,000
for each meeting of the Board of Directors attended. Directors are reimbursed
for actual expenses incurred in connection with attending Board or Committee
meetings. In addition, each member of the Audit Committee receives $10,000 per
year. Under the 1995 Long-Term Incentive Plan, as amended, each new director of
the Company will be granted options for 62,222 shares. In addition, each
director will be granted options for an additional 2,666 shares in each of the
second through sixth year each director serves as such.
Committees of the Board
The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee. Officers are elected by and serve at the discretion of
the Board of Directors.
Executive Committee
The members of the Executive Committee are Messrs. Jacoby, Murphy and Roth. This
Committee did not meet during 2003. During the intervals between meetings of the
Board of Directors, the Executive Committee has and may exercise all of the
powers and authority of the Board of Directors, except as limited by law and
except for the power to change the membership or to fill vacancies in the Board
or said Committee. Action taken by the Executive Committee is reported to the
Board of Directors at its first meeting following such action.
Audit Committee
The members of the Audit Committee are Messrs. Roth, Murphy and Scheidt. Each of
the committee members is independent as defined by the New York Stock Exchange
Listing Standards. The Audit Committee met four times during fiscal 2003. The
Committee:
reviewed with the independent auditors the scope of the audit, the
auditors' fees and related matters;
received the annual comments from the independent auditors on accounting
procedures and systems of control;
reviewed with the independent auditors any questions, comments or
suggestions they may have had relating to D&PL's internal controls,
accounting practices or procedures or those of D&PL's subsidiaries;
reviewed with management and the independent auditors D&PL's quarterly
financial statements as required and have reviewed year end financial
statements along with any material changes in accounting principles or
practices used in preparing the statements prior to the filing of a report
on Form 10-K or 10-Q with the SEC and have recommended the inclusion of the
audited financial statements in the report on Form 10-K. This review
included the items required by SAS 61 as in effect at that time in the case
of the quarterly statements.
received from the independent auditors the report required by Independence
Standards Board Standard No. 1 as in effect at that time and discussed it
with the independent auditors;
reviewed, as needed, the adequacy of the systems of internal controls and
accounting practices of D&PL 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 D&PL.
The D&PL 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, 2003.
The Board of Directors has determined that in its judgment, Joseph M. Murphy
qualifies as an audit committee financial expert in accordance with the
applicable rules and regulations of the SEC. Mr. Murphy is "independent" as
defined by the New York Stock Exchange listing standards currently in effect and
those approved by the SEC on November 4, 2003.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has met and held discussions with management and the
Company's independent auditors and has reviewed and discussed the Company's
audited consolidated financial statements with management and the Company's
independent auditors.
The Audit Committee has also discussed with the Company's independent auditors
the matters required to be discussed by Statement on Auditing Standards No. 61
(Codification of Statements on Auditing Standards), which includes, among other
items, matters related to the conduct of the audit of the Company's financial
statements.
The Company's independent auditors have also provided the Audit Committee with
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (which relates to the auditors' independence from the Company)
and the Audit Committee has discussed with the Company's independent auditors
that firm's independence.
Based upon the review and discussions referred to above, the Audit Committee
recommended to the Company's Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 2003, for filing with the Securities and
Exchange Commission.
Stanley P. Roth
Joseph M. Murphy
Rudi E. Scheidt
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 interest which might be required to be
disclosed. The Compensation Committee met two times during fiscal 2003. The
Compensation Committee reviews and approves annual compensation, including
bonuses, for senior management of the Company and administers the Company's 1993
Stock Option Plan, as amended, and the 1995 Long-Term Incentive Plan, as
amended, including the grant of options under each plan.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee is composed entirely of independent, outside
directors. The Compensation Committee is responsible for reviewing and approving
the compensation of the Chief Executive Officer and the other executive officers
of the Company and reviewing and approving stock-based awards when recommended,
including stock options, for each executive officer.
The Company's policy is to pay cash compensation (salary and bonus) in
sufficient amounts so that the Company's officers receive compensation that is
competitive with that paid by other companies of similar size within the seed
industry, after considering cost-of-living factors such as location, as well as
providing long-term incentives based on the performance of the Company. The
long-term incentives are designed to attract and retain key executives by
providing rewards for outstanding performance relative to peer companies. The
Company has followed this policy since 1989.
Salary and Bonus
Salary ranges of executive officers are based on a written job responsibility
measurement system created by an independent, outside salary consultant. This
system is adjusted annually. This system applies to all employees of the
Company, and not just to the executive officers. Each position within the
Company has an established salary range based on skill level and experience
required to perform the duties, along with the position's level of importance to
overall Company operations. Individual salary ranges are established at levels
that provide internal equity, as well as competitiveness with similar positions
in other companies with similar businesses. Merit salary increases are
determined annually based on job performance and current salary level within the
salary range set for that position. Each executive officer's performance review
includes achievement against an established set of management responsibilities,
as well as specific individual objectives. Objectives relate to the business
function of that respective officer and may include financial performance
objectives (i.e., achievement of budget goals), as well as other objectives
relating to the individual's particular role in the Company (i.e., market share
goals, unit cost improvement, plant safety record, new product introductions,
etc.). The objectives of each executive officer are set by the Chief Executive
Officer. Each executive officer's performance is rated by the Chief Executive
Officer. 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
Executive Officer. Objectives for the Chief Executive Officer are set by the
Board of Directors. 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 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, 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 and Senior Vice President, (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 is similarly set based on the
individual's job performance. The Chief Executive Officer recommends his bonus
to the Compensation Committee. The Compensation Committee reviews and approves
the bonus amounts for the Chief Executive Officer, the other executive officers
and senior management.
Stock Awards
Awards of stock options for each executive officer and other key employees must
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, 2003, W. Thomas Jagodinski was
employed by D&PL as President, Chief Executive Officer and Director. Mr.
Jagodinski'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 2003,
Mr. Jagodinski's base salary was $320,000 with a bonus of $185,000. The
Compensation Committee approved Mr. Jagodinski's bonus based on his achievement
with respect to the earnings goal and related financial targets for the Company.
Other factors in the Compensation Committee's decision were Mr. Jagodinski's
leadership in developing corporate growth strategies, developing international
business opportunities, his contribution made in developing the market for
biotechnology-enhanced seed and the launch of new products.
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
Products Index. The table assumes $100 invested on August 31, 1998, and the
reinvestment of dividends.
Cumulative Total Return
------------------------------------------------------------------------
8/98 8/99 8/00 8/01 8/02 8/03
DELTA AND PINE LAND COMPANY 100.00 66.19 57.45 47.79 43.51 60.25
S & P SUPERCAP AGRICULTURAL PRODUCTS 100.00 91.89 68.64 102.24 93.51 109.81
NYSE/AMEX/NASDAQ STOCK MARKET (U.S.) 100.00 139.02 168.81 125.14 104.80 120.67
Copyright(C)2002 Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. All rights reserved. www.researchdatagroup.com/S&P.htm
EXECUTIVE COMPENSATION
Following are compensation related tables and information as required by the
Securities and Exchange Commission reflecting executive compensation for the
fiscal year ended August 31, 2003.
Annual Compensation
The following table sets forth certain information regarding compensation paid
to, or accrued for, the Company's Chief Executive Officer and the Company's four
other most highly-compensated executive officers (the "Named Officers") during
the year ended August 31, 2003:
Summary Compensation Table
Long- Term
Annual Compensation Compensation
------------------- -------------
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary($) Bonus($) Compensation($)(4) Options(1) Compensation($)
------------------ ---- --------- -------- ------------------ ---------- ---------------
W. Thomas Jagodinski 2003 320,000 185,000 1,000 64,888 44,000 (2)
President and 2002 245,000 145,000 1,400 125,000 --
CEO (3) 2001 205,000 215,000 2,100 -- --
Charles R. Dismuke, Jr. 2003 240,000 100,000 1,600 -- --
Senior Vice President 2002 220,000 75,000 2,000 -- --
2001 204,000 135,000 2,000 -- --
Ricky D. Greene
Vice President - 2003 190,000 75,000 800 -- --
Finance, Treasurer 2002 148,800 50,000 1,200 100,000 --
& Asst. Secretary 2001 125,000 70,000 1,700 25,000 --
James H. Willeke 2003 195,600 30,000 6,900 -- --
Vice President - Sales 2002 195,600 30,000 4,800 -- 37,500 (5)
and Marketing 2001 180,600 80,000 6,400 -- --
Tom Kerby 2003 185,000 45,000 2,800 -- --
Vice President - 2002 178,500 35,000 3,200 -- --
Technical Services 2001 173,500 70,000 3,400 -- --
(1) All stock options reflected on a post-split basis.
(2) Director's and attendance fees for serving as a director of the Company.
(3) Mr. Jagodinski became the President and Chief Executive Officer effective
September 1, 2002. He was Chief Financial Officer and Senior Vice President
from September 2001 until May 2002 and Executive Vice President from June
2002 until August 2002.
(4) These amounts include items such as personal use of a company automobile,
group term life insurance, and/or taxable fringe benefits.
(5) Relocation expenses.
Employment Contracts and Change-In-Control Arrangements
Mr. Jagodinski is employed pursuant to an employment agreement effective
September 1, 1997, which provided for an annual base salary of $150,000 subject
to upward adjustment plus bonus, the amount of which is determined in accordance
with the bonus program described herein, plus insurance and other fringe
benefits. The agreement is automatically extended each day so that at any given
date, the time remaining under the contract will be for an additional two year
period. The contract may be terminated, except as a result of a change in
control or in anticipation of a change in control, upon three months written
notice. The employment agreement includes provisions pursuant to which Mr.
Jagodinski will receive, in the event of the termination of his employment due
to a change in control or in anticipation of a change in control, an amount that
in effect is equal to two times his highest salary and bonus paid during any of
the previous five calendar years plus a continuation for 24 months of his
insurance and fringe benefits. Mr. Jagodinski's agreement provides him the right
to surrender his stock options to the Company and receive cash in lieu of stock,
plus provides for certain tax protection payments of amounts paid to him under
this plan. In addition, Mr. Jagodinski was granted an option for 53,333 shares
of common stock at $28.04 per share. Pursuant to the terms of this agreement,
Mr. Jagodinski shall not compete with the Company for one year upon his
termination in the event of a change in control.
Option Grants in Last Fiscal Year
The only options exercisable into securities of the Company are those
outstanding under the 1993 Stock Option Plan (the "1993 Plan") and the 1995
Long-Term Incentive Plan (the "1995 Plan"). The 1993 Plan has not been available
for further grants since 1996. The Company granted options for 258,554 Shares
under the 1995 Plan in 2003. 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 2003:
Option Grants in Fiscal 2003
Potential Realized Value at
Percentage of Assumed Annual Rates of Stock
Number of Total Options Price Appreciation of Option
Securities Granted Term (1)
Underlying to Employees In Exercise Expiration --------------------------------------
Name Options Fiscal Year Price Date 0% 5% 10%
------------ ----------------- ------- ---------- --- --- ----
W. Thomas Jagodinski(2) 62,222 24.07% $18.28 9/03/12 -- $715,316 $1,812,752
2,666 1.03% $19.56 1/22/13 83,109 32,795
(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.
(2) Automatic grants resulting from election as a director.
Options Exercised in Last Fiscal Year
The following table sets forth certain information concerning stock option
exercises during 2003 and unexercised options held as of August 31, 2003 for
each of the Named Officers:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Gain Options at the In-The-Money Options at
Acquired Realized Fiscal Year End The Fiscal Year End (1) (2)
on on --------------------------- ---------------------------------
Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
-------- -------- ----------- ------------- ----------- -------------
W. Thomas Jagodinski -- -- 218,844 219,688 $1,421,613 $1,337,636
Charles R. Dismuke -- -- 156,000 40,000 1,744,094 232,880
Ricky D. Greene 18,555 121,519 40,000 112,000 233,450 685,780
James H. Willeke -- -- 67,000 8,000 568,810 42,240
Thomas A. Kerby -- -- 137,710 8,400 1,723,710 61,696
(1) Based on $24.90 per Share, the August 29, 2003, closing value as quoted by
the New York Stock Exchange. (2) Computation excludes "out-of-the-money" options
for the following number of shares: 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 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 3,927 5,236 6,545 6,717 6,888
$ 50,000 9,777 13,036 16,295 17,279 18,263
$ 75,000 15,627 20,836 26,045 27,842 29,638
$ 100,000 21,477 28,636 35,795 38,404 41,013
$ 150,000 33,177 44,236 55,295 59,529 63,763
$ 200,000 44,877 59,836 74,795 80,654 86,513
$ 250,000 44,877 59,836 74,795 80,654 86,513
$ 300,000 44,877 59,836 74,795 80,654 86,513
$ 400,000 44,877 59,836 74,795 80,654 86,513
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
2003. In addition, such amounts reflect the 2003 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, 2003, the most recent Pension Plan
valuation date, are as follows:
Years of Credited Average Plan
Name Service Compensation
---------------------------------- ------------------------- ------------------
W. Thomas Jagodinski 11 182,167
Charles R. Dismuke, Jr. 26 185,400
Ricky D. Greene 6 117,583
James H. Willeke 7 176,267
Thomas A. Kerby 9 161,733
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. Effective
January 1, 2002, a participant may elect to contribute up to 80% of his or her
eligible earnings to the 401(k) Plan, subject to certain limitations under the
Internal Revenue Code. The 401(k) Plan allows the Company to match a maximum of
six percent of eligible employee contributions. As of August 31, 2003, 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 1993,
the Company adopted the 1993 Plan, but no more options were granted under the
plan effective with the adoption of the 1995 Plan. In 1995, the Company's Board
of Directors adopted the 1995 Plan which the shareholders ratified at the 1996
Annual Meeting. In 2000, the 1995 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 unit credits. 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, 2003, options for 5,229,695 Shares have been
granted under the 1995 Plan, of which 1,231,381 have been forfeited, leaving
available for grant 1,121,686 shares.
Under both plans, all stock options granted vest at a rate of 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 1995 Plan which expire unexercised are available
for new option grants and awards. The number of shares available for grant under
the 1993 Plan and upon forfeitures of options outstanding thereunder has been
reduced to zero, and no further option grants are being made under this plan.
CERTAIN TRANSACTIONS
Registration Rights
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 became convertible. The Preferred Stock became convertible into Common
Stock beginning upon the seventh anniversary of the date on which it was issued
(February 2, 1996). The holder has not converted the Preferred Stock as of the
proxy record date.
Cotton Biotechnology Research Contracts
DeltaMax Cotton LLC, a limited liability company jointly owned with Verdia,
Inc., a wholly owned subsidiary of Maxygen, Inc., ("NASDAQ: MAXY") and the
Company entered into two consecutive six-month research agreements with Temasek
Life Sciences Laboratory ("Temasek"), an organization organized under the laws
of Singapore, for collaboration on research in October 2002. Dr. Nam-Hai Chua, a
director of the Company, was the Chief Scientific Advisor of Temasek Capital
from April 2001 to March 2003 and was appointed to be Corporate Advisor to
Temasek Holdings from April 2003 through March 2004; each of these companies and
Temasek share a parent company. The value of the contract exceeds $60,000,
however, the contract is not a material contract, as defined by the Securities
and Exchange Commission. The contract also is not a material contract for
Temasek, and according to Dr. Chua he derives no particular or direct benefit
from the contract.
Consulting Agreement
In November 2001, the Company entered into a consulting agreement with Stephens
Inc., an investment bank, for the evaluation of certain technology transactions.
Jon E. M. Jacoby, Chairman of the Board of the Company, is a director of
Stephens Group, Inc. and its subsidiary, Stephens Inc. Stephens Group, Inc. is a
shareholder of D&PL. The value of the contract exceeds $60,000, however, the
contract is not a material contract, as defined by the Securities and Exchange
Commission. The contract is also not a material contract for Stephens Inc., or
material to Mr. Jacoby in relation to his compensation from Stephens Group, Inc.
Mr. Jacoby recused himself from any discussion and vote regarding this agreement
and derives no particular or direct benefit from this agreement. The Company may
utilize the services of Stephens affiliates for this and other investment
banking functions in the future.
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 independent directors of the
Company. The Board of Directors has adopted resolutions prohibiting advances
without its approval, except for ordinary business and travel advances in
accordance with the Company's policy.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on review of the copies of reporting forms furnished to the
Company, or written representations that no forms were required, the Company
believes that during fiscal 2003, 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.
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 2005 Annual Meeting should be received by the Company no later
than September 2, 2004. With regard to stockholder proposals not included in the
Company's proxy statement but which a stockholder wishes to be brought before
the 2004 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, as
filed with the Securities and Exchange Commission, without charge (except for
exhibits), by contacting: Ricky D. Greene, Vice President - Finance and
Treasurer, Delta and Pine Land Company, One Cotton Row, Scott, Mississippi
38772, via email at ricky.d.greene@deltaandpine.com, or by accessing our website
at www.deltaandpine.com under Investor Relations.
BY ORDER OF THE BOARD OF DIRECTORS
Jerome C. Hafter
Secretary