UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF SECURITIES EXCHANGE ACT OF 1934
(Amendment No.___ )
Filed by Registrant [X]
Filed by a Party other then 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 section 240.14a-11(c) or section 240.14a-12
Buckeye Technologies Inc.
--------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other then Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which filing fee is calculated and state how it was
determined):
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
5) Total paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary material:
[ ] Check box if any part of the fee is offset as provided by the Exchange
Act Rule 0-11(a)(2) and identifies the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or Form or Schedule and the date of its filing.
1) Amount previously paid:
----------------------------------------------------------
2) Form, Schedule or Registration No.:
----------------------------------------------------------
3) Filing Party:
----------------------------------------------------------
4) Date filed:
----------------------------------------------------------
Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407
October 3, 2003
TO THE STOCKHOLDERS OF BUCKEYE TECHNOLOGIES INC.
You are cordially invited to attend the annual meeting of stockholders
of Buckeye Technologies Inc. to be held on Thursday, November 6, 2003 at 5:00
p.m. Central Time, at our headquarters, 1001 Tillman Street, Memphis, Tennessee.
At the meeting, you will be asked to consider the matters described in the
enclosed proxy statement.
In connection with the meeting, we are enclosing a notice of annual
meeting of stockholders, a proxy statement, and a form of proxy. Please complete
the enclosed form of proxy so that your shares can be voted if you do not attend
the meeting. If you are present at the meeting and want to vote your shares
personally, your form of proxy will be withheld from voting upon your request
prior to balloting. Please return your proxy card to us in the enclosed,
postage-prepaid envelope as soon as possible, even if you plan to attend the
meeting. Also, registered and most beneficial shareholders may vote by telephone
or through the internet. Instructions for using these convenient services are
explained on the enclosed proxy. Your vote is very important. I urge you to vote
your proxy as soon as possible.
Detailed information relating to Buckeye's activities and operating
performance during fiscal 2003 is contained in our Annual Report, which is being
mailed to you with this proxy statement, but is not a part of the proxy
soliciting material. If you do not receive or have access to the 2003 Annual
Report, you may request a copy from Shirley Spears, Buckeye Technologies Inc.,
P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee 38108-0407, (901)
320-8125. It is also available on our internet site at www.bkitech.com.
Very truly yours,
David B. Ferraro
Chairman and Chief Executive Officer
Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 6, 2003
The regular annual meeting of stockholders of Buckeye Technologies Inc.
will be held on Thursday, November 6, 2003 at 5:00 p.m., Central Time, at our
headquarters, 1001 Tillman Street, Memphis, Tennessee, for the following
purposes:
1. Election of Directors. To elect two Class II directors to
serve until the 2006 annual meeting of stockholders;
2. Ratification of Auditors. To ratify the selection of Ernst &
Young LLP as Buckeye's independent auditors for fiscal 2004;
and
3. Other Business. To transact such other business as may
properly come before the meeting or any adjournment of the
meeting.
Only those stockholders of record at the close of business on September
8, 2003 are entitled to notice of, and to vote at, the annual meeting and any
adjournment thereof. On that day, 36,974,915 shares of common stock were
outstanding. Each share entitles the holder to one vote.
We have enclosed with this proxy statement a copy of our Annual Report.
By Order of the Board of Directors
Sheila Jordan Cunningham
Senior Vice President,
General Counsel and Corporate Secretary
October 3, 2003
=============================================================================
| |
| YOUR VOTE IS IMPORTANT |
| |
| Please mark, sign, and date your proxy card and return it promptly in |
| the enclosed envelope, whether or not you plan to attend the meeting. |
| Registered and most beneficial shareholders may |
| also vote via telephone or through the internet. |
| |
=============================================================================
Table of Contents
Page No.
Information about the Annual Meeting..................................... 1
Proposal 1--Election of Directors........................................ 4
Information about the Board of Directors........................ 6
Proposal 2--Ratification of Appointment of Independent Auditors.......... 7
Report of the Audit Committee of the Board of Directors......... 8
Audit Fees...................................................... 9
Other Information........................................................ 10
Buckeye Stock Ownership......................................... 10
Certain Relationships and Related Transactions.................. 11
Executive Compensation................................................... 12
Summary Compensation Table...................................... 12
Options/SARs Granted in Last Fiscal Year........................ 13
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-End Options/SAR Values................................ 14
Equity Compensation Plan Information............................ 14
Compensation Committee Interlocks and Insider Participation..... 15
Report of the Compensation Committee on Executive Compensation.. 15
Performance Graph........................................................ 17
Section 16(a) Beneficial Ownership Reporting Compliance.................. 17
Other Matters............................................................ 18
Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407
--------------------------------------------------------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------
Your vote is very important. Whether or not you plan to attend the
annual meeting, the Board of Directors requests that you sign, date and return
the enclosed proxy card, or vote by telephone or on the internet at your
earliest convenience. This proxy statement, the form of proxy and the Annual
Report are being sent to you in connection with this request and are being
mailed to all stockholders beginning on or about October 3, 2003.
--------------------------------------------------------------------------------
Information about the Annual Meeting
--------------------------------------------------------------------------------
Date and time of the meeting
Thursday, November 6, 2003, 5:00 p.m. Central Time.
Location of the meeting
Buckeye Technologies Inc., 1001 Tillman Street, Memphis, Tennessee.
Items to be voted upon by stockholders
You will be voting on the following matters:
1. Election of Directors. To elect two Class II directors to
serve until the 2006 annual meeting of stockholders;
2. Ratification of Auditors. To ratify the selection of Ernst &
Young LLP as Buckeye's independent auditors for fiscal year
2004; and
3. Other Business. To transact such other business as may
properly come before the meeting or any adjournment of the
meeting.
1
Stockholders entitled to vote
You are entitled to vote your common stock if our records show that you
held your shares as of the close of business on the record date, September 8,
2003. Each stockholder is entitled to one vote for each share of common stock
held on that date. On September 8, 2003, there were 36,974,915 shares of common
stock outstanding and entitled to vote. A list of stockholders entitled to vote
on matters at the annual meeting will be available at Buckeye's headquarters
beginning on or about October 4, 2003.
Voting by proxy
You may choose one of the following ways to vote:
Vote by Internet: You can choose to vote your shares at any time using
the internet site listed on your proxy card. This site will give you the
opportunity to make your selections and confirm that your instructions have been
followed. We have designed our internet voting procedures to authenticate your
identity by use of a unique control number found on the enclosed proxy card. To
take advantage of the convenience of voting on the internet, you must subscribe
to one of the various commercial services that offers access to the world wide
web. Costs normally associated with electronic access, such as usage and
telephone charges, will be borne by you. Buckeye does not charge any separate
fees for access to its internet site. If you vote via the internet, you do not
need to return your proxy card.
Vote by Telephone: You can also vote by telephone at any time by
calling the toll-free number (for residents of the U.S.) listed on your proxy
card. To vote, enter the control number listed on your proxy card and follow the
simple recorded instructions. If you vote by telephone, you do not need to
return your proxy card.
Vote by Mail: If you choose to vote by mail, simply mark your proxy
card, and then date, sign and return it to us, before the annual meeting, in the
postage-paid envelope provided. We will then vote your shares as you direct.
Shareholders who hold their shares beneficially in street name through
a nominee (such as a broker) may be able to vote by telephone or the internet as
well as by mail. You should follow the instructions you receive from your
nominee to vote these shares.
For the election of directors, you may vote for (1) both of the
nominees, (2) neither of the nominees, or (3) one of the nominees but not the
other. For each other item of business, you may vote "For" or "Against" or you
may "Abstain" from voting.
If you return your signed proxy card but do not specify how you want to
vote your shares, we will vote them
. "For" the election of both of our nominees for director; and
. "For" the ratification of Ernst & Young LLP as our independent
auditors.
If any matters other than those set forth above are properly brought
before the annual meeting, the individuals named in your proxy card may vote
your shares in accordance with their best judgment.
2
Changing or revoking a proxy
You can change or revoke your proxy at any time before it is voted at
the annual meeting by:
(1) submitting another proxy in writing, by telephone or by the
internet as of a more recent date than that of the proxy first
given;
(2) attending the annual meeting and voting in person; or
(3) sending written notice of revocation to our corporate
secretary, Sheila Jordan Cunningham.
Votes required
If a quorum is present at the annual meeting,
. the director nominees will be elected by a plurality of the
votes cast in person or by proxy at the meeting; and
. the approval of independent auditors and all other matters
submitted to the stockholders will require the affirmative
vote of a majority of the shares of common stock present or
represented by proxy at the meeting.
Quorum
A majority of the outstanding shares, present or represented by proxy,
constitutes a quorum. A quorum is necessary to conduct business at the annual
meeting. Under Delaware law, stockholders who abstain from voting on a proposal
are treated as present and entitled to vote at the annual meeting and therefore
have the effect of a vote against the proposal. If shares of common stock are
held in the name of a broker, the failure of the broker to vote the shares is
treated as if the beneficial owner of such shares failed to vote such shares.
The cost of soliciting proxies
We will pay the cost of preparing, printing and mailing material in
connection with this solicitation of proxies. In addition to solicitation by
mail, regular employees of Buckeye and paid solicitors may make solicitations
personally and by telephone or otherwise. We will, upon request, reimburse
brokerage firms, banks and others for their reasonable out-of-pocket expenses in
forwarding proxy material to beneficial owners of stock or otherwise in
connection with this solicitation of proxies.
Stockholder proposals for the 2004 annual meeting of stockholders
In accordance with Buckeye's bylaws, stockholders' proposals intended
to be presented at the 2004 annual meeting of stockholders must be received in
writing by the Secretary of Buckeye not fewer than 60 days nor more than 90 days
prior to the 2004 annual meeting (which is expected to be held in November
2004), in the form set forth in the bylaws, for inclusion in the proxy statement
and form of proxy relating to that meeting.
3
--------------------------------------------------------------------------------
The Proposals
--------------------------------------------------------------------------------
Proposal 1 -- Election of Directors
The Board of Directors is divided into three classes, with each class
elected for a three-year term. The Board has nominated the following two persons
to serve as Class II Directors: Red Cavaney and David B. Ferraro. We do not
anticipate that either of these nominees will be unavailable for election but,
if such a situation arises, the proxy will be voted in accordance with the best
judgment of the named proxies unless you have directed otherwise. The election
of a director requires the affirmative vote of a plurality of shares present or
represented by proxy at the meeting. The remaining members of the Board listed
below will continue as members of the Board until their respective terms expire,
as indicated below.
Information about the two individuals nominated as directors and the
remaining members of the Board is provided below. Shares of common stock
represented by proxy cards returned to us will be voted for the nominees listed
below unless you specify otherwise.
--------------------------------------------------------------------------------
Nominees for Election as Class II Directors
(Terms expiring 2006)
--------------------------------------------------------------------------------
Red Cavaney, age 60, has been a director of Buckeye since 1996. Since
October 1997 he has served as President, Chief Executive Officer and Director of
the American Petroleum Institute. He was President, Chief Executive Officer and
a director of the American Plastics Council from 1994 to 1997 immediately
following service as President of the American Forest & Paper Association and
President of its predecessor, the American Paper Institute. He is immediate past
Chairman of the American Society of Association Executives.
David B. Ferraro, age 65, has been a director of Buckeye since March
1993. Since April 2003 he has served as Chairman of the Board and Chief
Executive Officer of Buckeye. From March 1993 to April 2003 he was President and
Chief Operating Officer of Buckeye. He was Manager of Strategic Planning of The
Procter & Gamble Company from 1991 through 1992. He served as President of
Buckeye Cellulose Corporation, then a subsidiary of Procter & Gamble, from 1989
through 1991, as its Executive Vice President and Manager of Commercial
Operations from 1987 through 1989, and as its Comptroller from 1973 through
1986.
The Board of Directors recommends a vote "FOR" each of the nominees
listed above.
4
--------------------------------------------------------------------------------
Incumbent Directors -- Class III
(Terms expiring 2004)
--------------------------------------------------------------------------------
Robert E. Cannon, age 73, has been a director of Buckeye since March
1993 and has been Presiding Director since April 2003. He retired from Buckeye
on June 30, 2003. From March 1993 until April 2003, he served as Chairman and
Chief Executive Officer of Buckeye. He served as Dean of the College of
Management, Policy and International Affairs at the Georgia Institute of
Technology from 1991 through 1992, and Senior Vice President of Procter & Gamble
from 1989 to 1991. He was Group Vice President - Industrial Products of Procter
& Gamble, which included the operations of Buckeye Cellulose Corporation, then a
subsidiary of Procter & Gamble, from 1981 to 1989. He was President of the
subsidiary from 1971 through 1981. Robert E. Cannon is the father of R. Howard
Cannon.
Henry F. Frigon, age 68, has been a director of Buckeye since 1996. He
has been a private investor and consultant since 1995. He previously served as
Executive Vice President - Corporate Development and Strategy and Chief
Financial Officer of Hallmark Cards, Inc. from 1991 to 1995 and as President and
Chief Executive Officer of BATUS Inc. from 1983 to 1991. Mr. Frigon is a
director of H&R Block Inc., Dimon International Inc., Sypris Solutions Inc.,
Tuesday Morning Corporation and Packaging Corporation of America.
Samuel M. Mencoff, age 47, has been a director of Buckeye since 1993.
He is currently a Managing Director of Madison Dearborn Partners, LLC, a private
equity investment firm, which he co-founded in January 1993. He previously
served as Vice President of First Chicago Venture Capital from 1987 to 1993. Mr.
Mencoff is a director of Packaging Corporation of America, Bay State Paper
Holding Company and Jefferson Smurfit Group Limited.
--------------------------------------------------------------------------------
Incumbent Directors -- Class I
(Terms Expiring 2005)
--------------------------------------------------------------------------------
George W. Bryan, age 59, has been as a director of Buckeye since April
2001. Mr. Bryan served as Chief Executive Officer of Sara Lee Foods from 1998
until his retirement in 2000 and as a Senior Vice President of the Sara Lee
Corporation between 1983 and 1998. Mr. Bryan is a director of TBC Corporation
and Union Planters Corporation.
R. Howard Cannon, age 41, has been a director of Buckeye since 1996.
Since April 2003 he has served as Senior Vice President, Wood Cellulose. He was
Vice President, Nonwovens Sales from August 2000 to April 2003 and was Manager,
Corporate Strategy from November 1999 to August 2000. Before assuming a position
with Buckeye, he was President of Dryve, Inc., a company consisting of 33 dry
cleaning operations, a position he had held since 1987. He is co-trustee of the
Cannon Family Trust. R. Howard Cannon is the son of Robert E. Cannon.
--------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------
Information about the Board of Directors
--------------------------------------------------------------------------------
Role of the Board
Pursuant to Delaware law, our business, property and affairs are
managed under the direction of our Board of Directors. The Board has
responsibility for establishing broad corporate policies and for the overall
performance and direction of Buckeye Technologies Inc., but is not involved in
day-to-day operations. Members of the Board keep informed of our business by
participating in Board and committee meetings, by reviewing reports sent to them
regularly, and through discussions with our executive officers.
Mr. Robert E. Cannon has been appointed by the Board to serve as
Presiding Director to chair meetings of the Board's executive sessions of
non-management directors. Issues of concern may be addressed to Mr. Cannon in
written correspondence directed to him at our corporate headquarters at 1001
Tillman Street, P.O. Box 80407, Memphis, Tennessee 38108-0407.
Board structure
We currently have seven directors. Our Board is divided into three
groups, Class I Directors, Class II Directors, and Class III Directors. Each
class of directors is elected to serve a three-year term. This means that the
Class II directors who are elected at the 2003 meeting will serve until the 2006
annual meeting of stockholders unless they resign or are removed.
2003 Board meetings
Buckeye's Board of Directors met five times (exclusive of committee
meetings) during fiscal 2003, and no directors, other than Henry F. Frigon,
attended less than 75% of the meetings held by the Board and by committees of
which they were members.
Board committees
The Board of Directors has an Audit Committee and a Compensation
Committee. A Governance and Nominating Committee will be established as required
in the future.
The Audit Committee consists of Messrs. Henry F. Frigon (Chairman), Red
Cavaney and Samuel M. Mencoff, all of whom are independent, non-employee
directors of Buckeye. The Audit Committee met seven times during fiscal year
2003. The Audit Committee has the authority and responsibility:
. with approval of the stockholders, to hire one or more
independent public accountants to audit our books, records and
financial statements and to review our systems of accounting
(including our systems of internal control);
. to discuss with the independent accountants the results of the
annual audit and quarterly reviews;
. to conduct periodic independent reviews of the systems of
accounting (including systems of internal control);
6
. to make reports periodically to the Board with respect to its
findings; and
. to undertake other activities described more fully in the
section called "Report of the Audit Committee of the Board of
Directors."
The Compensation Committee consists of Messrs. Samuel M. Mencoff
(Chairman), George W. Bryan and Red Cavaney, all of whom are non-employee
directors of Buckeye. The Compensation Committee met once during fiscal year
2003. The Compensation Committee is responsible for establishing and
administering Buckeye's executive compensation plan and developing policies and
guidelines for administering the plan.
Director compensation
Directors who are employees of Buckeye are not entitled to receive any
fees for serving as directors. However, non-employee directors receive
directors' fees in the amount of $40,000 per annum payable quarterly, in cash or
an equivalent amount of Buckeye's common stock, with the option provided to each
director to defer receipt of his fees and receive in lieu thereof, upon the
expiration of his tenure as a member of the Board, a cash payment equal to the
number of shares of common stock which could have been purchased on the open
market at the time of the deferral multiplied by the fair market value of the
common stock at the time of expiration of the director's tenure.
Additionally, pursuant to Buckeye's Amended and Restated Formula Plan
for Non-Employee Directors, on November 7, 2002, Messrs. Bryan, Cavaney, Frigon,
Mencoff each were granted an option to acquire 10,000 shares of common stock at
the prevailing market price at the time of the grant. Each of these directors
will be granted an additional option for 10,000 shares on the date of each
annual meeting of stockholders at which he is reelected to the Board or
continues his service on the Board. Under the Formula Plan, each option that is
issued on the date of an annual meeting of stockholders becomes fully
exercisable on the first anniversary of its issuance or the next regularly
scheduled annual meeting of stockholders, whichever occurs first. Each option
issued on a date other than the date of an annual meeting of stockholders
becomes fully exercisable on the first anniversary of its issuance. Future
non-employee directors newly elected or appointed to the Board will also be
entitled to receive options under the Formula Plan. Mr. Mencoff has
contractually agreed to assign to Madison Dearborn Partners, L.P., an entity for
which Mr. Mencoff's employer serves as general partner, all rights to director's
fees and options to which he may be entitled as a director of Buckeye. All
directors are reimbursed for out-of-pocket expenses related to their services as
directors.
--------------------------------------------------------------------------------
Proposal 2 -- Ratification of Appointment of Independent Auditors
The Board of Directors has selected Ernst & Young LLP, independent
accountants, to audit our financial statements for fiscal year 2004. We are
presenting this proposal to the stockholders for ratification at the annual
meeting. A representative of Ernst & Young LLP is expected to be present at the
meeting, will have the opportunity to make a statement, and is expected to be
available to respond to appropriate questions.
Ratification of the selection of Ernst & Young LLP as Buckeye's
independent auditors requires the affirmative vote of the holders of a majority
of the shares of common stock represented at the annual meeting.
The Board of Directors recommends a vote "FOR" the ratification of the
appointment of Ernst & Young LLP as Buckeye's independent auditors for fiscal
year 2004.
--------------------------------------------------------------------------------
7
--------------------------------------------------------------------------------
Report of the Audit Committee of the Board Of Directors
--------------------------------------------------------------------------------
The Audit Committee consists of three directors, Messrs. Henry F.
Frigon (Chairman), Red Cavaney and Samuel M. Mencoff. Each member meets the
independence and qualification standards required by the New York Stock
Exchange. The Audit Committee operates in accordance with its written charter,
which was adopted by the Board on April 18, 2000. During the fiscal year ended
June 30, 2003, the Audit Committee met seven times.
The Audit Committee monitors and reviews the performance of the
independent auditors and the quality and integrity of Buckeye's internal
accounting, auditing and financial reporting practices.
The Audit Committee has obtained from the independent auditors, Ernst &
Young LLP, a formal written statement describing all relationships between the
auditors and Buckeye that might bear on the auditors' independence. This
statement conforms to Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees." The Audit Committee also has discussed with
the auditors any relationships that may impact their objectivity and
independence, and it has considered Buckeye's payment of fees to the auditors,
and the Audit Committee is satisfied that the auditors are independent of
Buckeye.
The Audit Committee has discussed with management Buckeye's audited
financial statements for the year ended June 30, 2003. The Audit Committee also
has discussed with the independent auditors the matters required to be discussed
by Statement on Auditing Standards No. 61, as amended ("Communication with Audit
Committees") and, with and without management present, discussed and reviewed
the results of the independent auditors' examination of Buckeye's financial
statements. The Audit Committee also has discussed with the independent auditors
its evaluation of Buckeye's internal controls and the overall quality of
Buckeye's financial reporting.
Based upon the results of the inquiries and actions discussed above, in
reliance upon management and Ernst & Young LLP, and subject to the limitations
of its role, the Audit Committee recommended to the Board that Buckeye's audited
financial statements be included in its Annual Report on Form 10-K for the year
ended June 30, 2003, for filing with the SEC. The Audit Committee has also
recommended the reappointment, subject to stockholder approval, of the
independent auditors, Ernst & Young LLP.
Audit Committee
Henry F. Frigon, Chairman
Red Cavaney
Samuel M. Mencoff
8
--------------------------------------------------------------------------------
Audit Fees
--------------------------------------------------------------------------------
During fiscal year 2003, Ernst & Young LLP not only acted as
independent auditors for Buckeye and our subsidiaries (work related to auditing
the annual financial statements for fiscal year 2003 and reviewing the financial
statements included in our Forms 10-Q) but also rendered on our behalf other
services, including tax-related services and other accounting and auditing
services. The following table sets forth the aggregate fees billed by Ernst &
Young LLP for audit services related to the most recent two fiscal years and for
other services billed in the most recent two fiscal years.
--------------------------------- ----------- -----------
Type of Service 2003 2002
--------------------------------- ----------- -----------
Audit Fees (1) $480,965 $431,200
--------------------------------- ----------- -----------
Audit-Related Fees (2) --- $ 40,240
--------------------------------- ----------- -----------
Tax Fees (3) $431,590 $404,660
--------------------------------- ----------- -----------
All Other Fees (4) --- $ 11,200
--------------------------------- ----------- -----------
Total $912,555 $887,300
--------------------------------- ----------- -----------
------------------
(1) Comprised of the audit of the Company's annual financial statements and
reviews of the Company's quarterly financial statements, as well as
statutory audits of Company subsidiaries, attest services, comfort letters
and consents to SEC filings.
(2) Comprised of SEC shelf registration statement review and consultations
regarding financial accounting and reporting.
(3) Comprised of services for tax compliance, tax return preparation, tax
advice and tax planning.
(4) Comprised of other miscellaneous services.
9
--------------------------------------------------------------------------------
Other Information
--------------------------------------------------------------------------------
Buckeye Stock Ownership
--------------------------------------------------------------------------------
The following table shows the number of shares of our common stock that
were beneficially owned by (1) each person known to own more than 5% of
Buckeye's shares; (2) each director of Buckeye and each of the five most highly
compensated executive officers; and (3) all directors and executive officers of
Buckeye as a group as of September 2, 2003.
Amount and Nature of Percent
Name Beneficial Ownership (1) of Class (1)
------------------------------------- ------------------------ ------------
(1) Cannon Family Trust, R. Howard
Cannon, Co-Trustee (2)............... 2,714,410 7.3%
432 East Racquet Club Place
Memphis, Tennessee 38117
NewSouth Capital Management, Inc. (3) 4,990,214 13.5%
1000 Ridgeway Loop Road, Suite 233
Memphis, Tennessee 38120-4023
T. Rowe Price Associates, Inc. (4)... 3,178,800 8.6%
100 E. Pratt Street
Baltimore, Maryland 21202
(2) George W. Bryan (5).................. 30,000 *
Robert E. Cannon (6)................. 1,707,986 4.5%
R. Howard Cannon (2) (7)............. 2,780,586 7.5%
Red Cavaney (8)...................... 80,000 *
David B. Ferraro (9)................. 1,547,249 4.1%
Henry F. Frigon (8).................. 74,000 *
Samuel M. Mencoff (8) (10)........... 502,801 1.4%
George B. Ellis (11)................. 745,048 2.0%
John B. Crowe (12)................... 120,404 *
Paul N. Horne (13)................... 324,442 *
Kristopher J. Matula (14)............ 463,163 1.2%
(3) All Directors and Executive 8,375,679 21.0%
Officers as a group (15 persons) (15)
------------------------------
* Less than 1% of the issued and outstanding shares of common stock of
Buckeye.
(1) Unless otherwise indicated, beneficial ownership consists of sole voting
and investing power based on 36,974,915 shares issued and outstanding as of
September 2, 2003. Options to purchase an aggregate of 2,415,000 shares are
exercisable or become exercisable within 60 days of September 2, 2003. Such
shares are deemed to be outstanding for the purpose of computing the
percentage of outstanding shares owned by each person to whom a portion of
such options relate but are not deemed to be outstanding for the purpose of
computing the percentage owned by any other person.
(2) As of September 2, 2003, includes 2,714,410 shares held by the Cannon
Family Trust, R. Howard Cannon and Richard Prosser Guenther, Co-Trustees.
(3) NewSouth Capital Management, Inc. filed a Form 13F with the Securities and
Exchange Commission on June 30, 2003 stating that as an investment advisor
it had sole dispositive power of the share set forth in this table, which
constitutes more than 5% of Buckeye's common stock.
10
(4) T. Rowe Price Associates, Inc. filed a Form 13F with the Securities and
Exchange Commission on June 30, 2003 stating that as an investment advisor
it had sole dispositive power of the share set forth in this table, which
constitutes more than 5% of Buckeye's common stock.
(5) Includes 20,000 shares issuable upon the exercise of options.
(6) Includes 181,176 shares held by Kathryn Gracey Cannon, wife of Robert E.
Cannon, as to which Mr. Cannon disclaims beneficial ownership; 17,384
shares held in Buckeye's 401(k) and retirement plans; 30,075 shares of
restricted stock issued pursuant to Buckeye's Restricted Stock Plan; and
600,000 shares issuable upon the exercise of options.
(7) Includes 65,000 shares issuable upon the exercise of options.
(8) Includes 70,000 shares issuable upon the exercise of options granted under
Buckeye's stock option plan for non-employee directors.
(9) Includes 18,528 shares held in Buckeye's 401(k) and retirement plans;
21,378 shares of restricted stock issued pursuant to Buckeye's Restricted
Stock Plan; and 375,000 shares issuable upon the exercise of options.
(10) Mr. Mencoff has contractually agreed to assign to Madison Dearborn
Partners, L.P., an entity for which his employer serves as a general
partner, all rights to options to which Mr. Mencoff may be entitled as a
director of Buckeye.
(11) Includes 20 shares held by Julie Ellis, wife of George B. Ellis, as
custodian for a minor child, as to which Mr. Ellis disclaims beneficial
ownership; 5,556 shares held in Buckeye's 401(k) and retirement plans;
8,729 shares of restricted stock issued pursuant to Buckeye's Restricted
Stock Plan; and 155,000 shares issuable upon the exercise of options.
(12) Includes 264 shares held by a managed account; 2,227 shares held in
Buckeye's 401(k) and retirement plans; 1,913 shares of restricted stock
issued pursuant to Buckeye's Restricted Stock Plan; and 114,000 shares
issuable upon the exercise of options.
(13) Includes 1,787 shares held in Buckeye's 401(k) and retirement plans; 3,783
shares of restricted stock issued pursuant to Buckeye's Restricted Stock
Plan; and 114,000 shares issuable upon the exercise of options.
(14) Includes 8,645 shares held in Buckeye's 401(k) and retirement plans; 2,852
shares of restricted stock issued pursuant to Buckeye's Restricted Stock
Plan; and 414,000 shares issuable upon the exercise of options.
(15) Includes an aggregate of 2,415,000 shares issuable upon exercise of options
granted under the stock option plan for non-employee directors and
Buckeye's other stock option plans.
--------------------------------------------------------------------------------
Certain Relationships and Related Transactions
--------------------------------------------------------------------------------
R. Howard Cannon, a son of Presiding Director Robert E. Cannon, served
as our Vice President, Nonwovens Sales from August 2000 through April 2003, was
named our Senior Vice President, Wood Cellulose effective April 1, 2003 with an
annual base salary of $230,000 and has served as a director since 1996. During
fiscal year 2003, he received total compensation of $173,750.
--------------------------------------------------------------------------------
11
--------------------------------------------------------------------------------
Executive Compensation
--------------------------------------------------------------------------------
The following summary compensation table sets forth the annual salary,
bonus compensation and long-term incentive awards paid or accrued by Buckeye for
each of fiscal years 2003, 2002 and 2001 to or for the account of the Chief
Executive Officer and the five other most highly compensated executive officers
of Buckeye (the "executive officers") for the fiscal year 2003.
--------------------------------------------------------------------------------
Summary Compensation Table
--------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation Awards
------------------------ ----------------------------
Securities
Restricted underlying All other
Fiscal Stock awards options/SARS compensation
Name and Position Year Salary($) Bonus($) ($)(1) (#)(2) ($)(3)
----------------- ------ ----------- ---------- ------------ ----------- -------------
Robert E. Cannon(4)....... 2003 650,000 --- 53,449 --- 22,000
Chairman and 2002 650,000 --- --- 200,000 18,700
Chief 2001 650,000 5,850 59,468 --- 18,700
Executive Officer
David B. Ferraro.......... 2003 525,000 --- 36,797 --- 22,000
Chairman and 2002 500,000 --- --- 150,000 18,700
Chief 2001 500,000 4,500 41,441 --- 18,700
Executive Officer
George B. Ellis........... 2003 302,500 --- 14,047 --- 22,000
Senior Vice President, 2002 295,000 --- --- 30,000 18,700
Cotton Cellulose 2001 295,000 2,655 16,917 --- 18,700
John B. Crowe............. 2003 295,000 --- 7,206 --- 32,350
President and Chief 2002 260,000 --- --- 50,000 12,750
Operating Officer 2001 237,500 --- 6,646 20,000 11,900
Paul N. Horne............. 2003 270,000 --- 10,153 --- 22,000
Senior Vice President, 2002 260,000 --- --- 30,000 18,700
Cotton Cellulose 2001 251,250 2,261 11,997 --- 18,700
Kristopher J. Matula...... 2003 270,000 --- 8,308 --- 19,000
Senior Vice President, 2002 260,000 --- --- 30,000 15,300
Nonwovens and Corporate 2001 251,250 2,261 8,841 --- 14,450
Strategy
-----------------
12
(1) Pursuant to Buckeye's Restricted Stock Plan, restricted shares of stock
were awarded for the executive officers during fiscal years 2003, 2002 and
2001 in the following amounts:
Mr. Cannon, 8,923 shares, 0 shares, and 4,823 shares, respectively;
Mr. Ferraro, 6,143 shares, 0 shares, and 3,361 shares, respectively;
Mr. Ellis, 2,345 shares, 0 shares, and 1,372 shares, respectively;
Mr. Crowe, 1,203 shares, 0 shares, and 539 shares, respectively;
Mr. Horne, 1,695 shares, 0 shares, and 973 shares, respectively; and
Mr. Matula, 1,387 shares, 0 shares, and 717 shares, respectively.
The prices per share of $5.99 for fiscal year 2003 and $12.33 for fiscal
year 2001 were based on the average closing price of the common stock on
the New York Stock Exchange for the 20 business days prior to the date of
grant. Although the shares may be voted by the recipient, the shares may
not be sold, pledged or otherwise transferred before the recipient's
approved retirement from Buckeye, and if the recipient should violate the
restrictions or otherwise leave Buckeye before an approved retirement date,
the shares are subject to forfeiture.
The aggregate value of all restricted stock holdings at the end of fiscal
year 2003 was:
Mr. Cannon -- $204,510
Mr. Ferraro -- $145,370
Mr. Ellis -- $59,357
Mr. Crowe -- $13,008
Mr. Horne -- $25,724
Mr. Matula -- $19,394
If dividends are paid to holders of common stock, holders of restricted
stock similarly will be eligible to receive dividends.
(2) No options were granted in fiscal year 2003. A portion of the options
granted to Mr. Crowe in 2002 were granted pursuant to the 1995 Management
Stock Option Plan at an exercise price of $7.60 per share. Mr. Crowe was
granted options in fiscal year 2001 pursuant to the 1995 Stock Option Plan
at an exercise price of $15.06. None of the other executive officers
received options during fiscal year 2001. All outstanding options vest
periodically over a period of five years, except that optionees who were
over the age of 57 at the time of the option grant have shorter vesting
periods. Options that have vested may be exercised within a period of ten
years from the date the options were granted or such shorter periods as are
defined in the subscription agreements executed between Buckeye and the
optionees.
(3) Amounts consist of accruals under the Buckeye Retirement Plan (the
"Retirement Plan") which is a defined contribution retirement plan covering
substantially all U.S. employees. Buckeye contributes 1% of the employee's
gross compensation plus 1/2% for each year of service up to a maximum of
11% of the employee's gross compensation under the Retirement Plan.
Additionally, the Retirement Plan provides for contributions by Buckeye of
shares of common stock equal to an additional 4% of the employee's gross
compensation during years when Buckeye has been financially successful
based on a predetermined financial threshold approved by the Board. The
additional 4% contribution will not be made to the Retirement Plan for
fiscal year 2003 because the threshold was not reached. Mr. Crowe also
received taxable relocation expenses in fiscal year 2003.
(4) Mr. Cannon resigned from his position as Chairman and Chief Executive
Officer effective April 1, 2003 and retired from Buckeye effective June 30,
2003. He remains on the Board of Directors and serves as Presiding
Director.
--------------------------------------------------------------------------------
Options/SARs Granted in Last Fiscal Year
--------------------------------------------------------------------------------
No options were granted during the last fiscal year.
--------------------------------------------------------------------------------
13
--------------------------------------------------------------------------------
Aggregated Option/SAR Exercises in Last Fiscal Year
And Fiscal Year-End Option/SAR Values
--------------------------------------------------------------------------------
The following table discloses information regarding stock options held
at the end of or exercised in fiscal year 2003 for each of the executive
officers as of June 30, 2003.
Shares Securities underlying Value of unexercised
acquired on Value unexercised options in-the-money options
Name exercise(1) realized(1) at June 30, 2003 at June 30, 2003 (2)
----------------------- ------------- ------------ ---------------------------------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Robert E. Cannon....... --- --- 600,000 --- $ --- ---
David B. Ferraro....... --- --- 375,000 75,000 $ --- ---
George B. Ellis........ --- --- 155,000 15,000 $ --- ---
John B. Crowe.......... --- --- 114,000 72,000 $ --- ---
Paul N. Horne.......... --- --- 114,000 36,000 $ --- ---
Kristopher J. Matula... --- --- 414,000 36,000 $ --- ---
-------------------
(1) As of June 30, 2003, no options have been exercised by the executive
officers.
(2) Based on $6.80 per share, the closing price on the New York Stock Exchange
as of June 30, 2003.
--------------------------------------------------------------------------------
Equity Compensation Plan Information
--------------------------------------------------------------------------------
Number of securities to Weighted-average Number of securities
be issued upon exercise exercise price of remaining available for
of outstanding options, outstanding options, future issuance under
Plan Category warrants and rights warrants and rights equity compensation plans
------------------------------ ----------------------- ---------------------- ----------------------------
Equity compensation plans
approved by stockholders (1) 4,562,950 $14.02 460,400
Equity compensation plans not
approved by stockholders (2) 331,159 $14.58 1,112,245(3)
--------- ---------
Total 4,894,109 $14.06 1,572,645
========= =========
-------------------
(1) Buckeye stockholders approved both the 1995 Incentive and Non-Qualified
Stock Option Plan and the 1995 Management Stock Option Plan.
(2) The Formula Plan and the Restricted Stock Plan were approved by the
unaffected members of the Board of Directors.
(3) Includes 370,000 shares reserved for issuance under the Formula Plan and
742,245 shares reserved for issuance under the Restricted Stock Plan.
--------------------------------------------------------------------------------
14
--------------------------------------------------------------------------------
Compensation Committee Interlocks and Insider Participation
--------------------------------------------------------------------------------
The Compensation Committee of the Board is composed of Messrs. Samuel
M. Mencoff (Chairman), George W. Bryan and Red Cavaney, all of whom are
independent directors. No director who also serves as an executive officer
participated in deliberations regarding his own compensation. For fiscal year
2004, Messrs. Mencoff, Bryan and Cavaney will continue to serve as the
Compensation Committee.
--------------------------------------------------------------------------------
Report of the Compensation Committee on Executive Compensation
--------------------------------------------------------------------------------
The Compensation Committee of the Board of Directors is comprised of
three non-employee directors who are independent as defined under the listing
standards of the New York Stock Exchange. The Committee is responsible for
establishing and administering Buckeye's executive compensation programs, as
well as determining the salaries, compensation and benefits of the Chief
Executive Officer and the Chief Operating Officer. From time to time, the
Compensation Committee has engaged the consulting firm of William M. Mercer,
Inc., Atlanta, Georgia, to conduct appropriate surveys of executive compensation
plans and to compile data for comparable companies for committee comparison and
review.
This report of the Compensation Committee describes the components of
Buckeye's executive officer compensation programs and describes the basis upon
which compensation is awarded to the executive officers of Buckeye.
This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that Buckeye specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under these Acts.
Compensation Philosophy and Structure
Total compensation levels are designed to attract, retain and reward
executives who contribute to Buckeye's long-term success. Compensation for
Buckeye executives is comprised of three principal components: salary and
benefits, annual at risk compensation, and long-term, equity-based incentive
compensation. The Compensation Committee believes that executive compensation
should be materially influenced by Buckeye's financial performance and, as such,
the Committee has approved an executive compensation program that places a
significant portion of executive compensation "at risk" dependent upon the
company's and each individual's performance against clearly established
criteria.
Buckeye seeks to provide salary and benefit levels that are comparable
to those of companies that perform similarly. Salary targets are established for
various officer positions based on surveys of relevant industries conducted by
an outside compensation consultant. Utilizing these targets, individual salaries
are established to reflect the officer's performance in meeting the company's
objectives.
15
Buckeye has a broad-based profit sharing plan for company employees,
and under this plan, bonuses of up to 15% of base salary are achievable
depending upon Buckeye's business performance measured against specific annual
financial targets. Additionally, Buckeye has an At Risk Compensation ("ARC") for
officers and certain other employees. ARC participants are eligible to receive
payments based on Buckeye's business performance and the individual's role in
contributing to the success of Buckeye. Because of Buckeye's poor financial
performance in fiscal year 2003, Buckeye paid no bonuses under either the
broad-based profit sharing plan or under the ARC program.
In addition, from time-to-time, Buckeye makes long-term incentive
awards to officers and certain other employees of (1) incentive and
non-qualified stock options from stock option plans previously approved by the
stockholders and (2) restricted stock from treasury shares of common stock set
aside by Buckeye pursuant to the Restricted Stock Plan approved by the Board of
Directors. The purpose of these awards is to focus the recipient's attention on
the long-term performance of the business and to strengthen the alignment of
stockholder and employee interests in share price appreciation. Restricted stock
has been issued to certain Buckeye officers under the Restricted Stock Plan, at
the fair market value of the common stock based on the average closing price on
the New York Stock Exchange for the 20 business days prior to the date of grant,
as a supplemental retirement benefit to partially offset the loss of benefits
under Buckeye's defined contribution plans resulting from the cap on wages
required by applicable rules and regulations.
Chief Executive Officer and Chief Operating Officer
Policies with respect to the compensation of the Chief Executive
Officer and the Chief Operating Officer are essentially the same as those for
other officers, except that their compensation, including the criteria used for
determining their ARC, is directly established by the Compensation Committee.
The salary and bonus compensation of the Chief Executive Officer and the Chief
Operating Officer for fiscal year 2003 reflect Buckeye's overall performance
during the period. Neither the Chief Executive Officer nor the Chief Operating
Officer received an ARC award for fiscal year 2003.
The Compensation Committee believes that the compensation levels of
Buckeye's executive officers are competitive and reasonably comparable with the
compensation and benefits paid to executive officers of companies that generate
similar financial results.
Compensation Committee
Samuel M. Mencoff, Chairman
George W. Bryan
Red Cavaney
16
--------------------------------------------------------------------------------
Performance Graph
--------------------------------------------------------------------------------
The following graph compares the cumulative total stockholder returns
from June 30, 1998 through June 30, 2003 with returns based on the S&P 500 Index
and the New York Stock Exchange (NYSE) listed Paper and Allied Products
companies (SIC 2600-2699 U.S. and foreign companies). The graph assumes $100
invested on June 30, 1998, and the reinvestment of any dividends paid on account
of the investments.
[GRAPHIC CHART OMITTED]
Total Returns Index 06/1998 06/1999 06/2000 06/2001 06/2002 06/2003
------- ------- ------- ------- ------- -------
Buckeye Technologies Inc....................... 100.0 64.5 93.1 61.1 41.6 28.9
S&P 500 Stocks................................. 100.0 122.7 131.8 112.6 92.2 92.7
NYSE Paper Stocks.............................. 100.0 113.7 95.1 113.1 132.5 120.4
--------------------------------------------------------------------------------
Section 16(a) Beneficial Ownership Reporting Compliance
--------------------------------------------------------------------------------
The federal securities laws require Buckeye's directors and executive
officers, and persons who beneficially own more than 10% of a registered class
of Buckeye's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of any securities of Buckeye. To
Buckeye's knowledge, based solely on review of the copies of such reports
furnished to Buckeye and representations by certain reporting persons, all of
Buckeye's officers, directors and greater than 10% beneficial owners made all
filings required in a timely manner except that, due to an inadvertent
administrative error, each of Messrs. Bryan, Cavaney, Frigon and Mencoff failed
to file timely a statement on Form 4 to report Buckeye's grant of options to
them on November 7, 2002. These transactions were reported on Forms 5 dated
August 13, 2003.
17
--------------------------------------------------------------------------------
Other Matters
--------------------------------------------------------------------------------
The Board of Directors knows of no matters other than those discussed
in this proxy statement which will be presented at the 2003 annual meeting of
stockholders. However, if any other matters are properly brought before the
meeting, any proxy given pursuant to this solicitation will be voted in
accordance with the recommendations of management.
Upon the written request of any record holder or beneficial owner of
common stock entitled to vote at the annual meeting, we will provide, without
charge, a copy of our Annual Report on Form 10-K for the year ended June 30,
2003. Requests should be directed to Shirley Spears, Buckeye Technologies Inc.,
P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee 38108-0407, (901)
320-8125.
BY ORDER OF THE BOARD OF DIRECTORS
Sheila Jordan Cunningham
Senior Vice President,
General Counsel and Corporate Secretary
Memphis, Tennessee
October 3, 2003
18
Buckeye Technologies Inc.
Annual Meeting of Stockholders
Thursday, November 6, 2003
5:00 p.m. Central Time
THERE ARE THREE WAYS TO VOTE YOUR PROXY
INTERNET VOTING TELEPHONE VOTING VOTING BY MAIL
Visit the Internet voting website This method of voting is Simply mark, sign and date
at http://proxy.georgeson.com. available for residents of the U.S. your Proxy Card and return it in
Enter the COMPANY NUMBER and Canada. On a touch tone the postage-paid envelope. Any
and CONTROL NUMBER telephone, call TOLL FREE mailed Proxy Card must be
shown below and follow the 1-877-260-0388, 24 hours a day, received prior to the vote at the
instructions on your screen.You 7 days a week. You will be asked meeting. If you are voting by
will incur only your usual to enter ONLY the CONTROL telephone or the Internet,
Internet charges. Available until NUMBER shown below. Have please do not mail your card.
5:00 p.m. Eastern Time on your Proxy Card ready, then follow
Wednesday, November 5, 2003. the prerecorded instructions.
Your vote will be confirmed and
cast as you directed. Available
until 5:00 p.m. Eastern Time on
Wednesday, November 5, 2003.
|------------------| |------------------|
| COMPANY NUMBER | | CONTROL NUMBER |
|------------------| |------------------|
PLEASE DETACH PROXY HERE
--------------------------------------------------------------------------------
----- Please mark
| X | X votes as in
----- this example.
ELECTION OF DIRECTORS FOR WITHHELD FOR AGAINST ABSTAIN
(terms expiring in 2006) ----- ----- ----- ----- -----
| | | | RATIFICATION OF APPOINTMENT | | | | | |
----- ----- OF INDEPENDENT AUDITORS ----- ----- -----
Nominees: Red Cavaney
David B. Ferraro
Exceptions:
_________________________________________
For all nominees except as noted above.
Signed: _____________________________
Signed: _____________________________
Stockholder should sign here exactly
as shown on the label affixed hereto.
Administrator, Trustee, or Guardian,
please give full title. If more than
one Trustee, all should sign. All
Joint Owners should sign.
PLEASE COMPLETE, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE TO:
Georgeson Shareholder
Wall Street Station
P.O. Box 1101
New York, NY 10269-0666
PLEASE DETACH PROXY HERE
--------------------------------------------------------------------------------
PROXY
Buckeye Technologies Inc.
P.O. Box 80407 1001 Tillman Street
Memphis, Tennessee 38108-0407
P
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O FOR THE ANNUAL MEETING OF STOCKHOLDERS
X
Y
The undersigned appoints each of Sheila Jordan Cunningham and Gayle L.
Powelson, or either of them, with full power of substitution and revocation as
Proxy to vote all shares of stock standing in my name on the books of Buckeye
Technologies Inc. (the Company) at the close of business on September 8, 2003,
which the undersigned would be Y entitled to vote if personally present at the
Annual Meeting of Stockholders of the Company to be held at the Companys
headquarters, 1001 Tillman Street, Memphis, Tennessee, on November 6, 2003, at
5:00 p.m., Central Time, and at any and all adjournments, upon the matters set
forth in the Notice of the meeting. The Proxy is further authorized to vote in
her discretion as to any other matters which may come before the meeting. At the
time of preparation of the Proxy Statement, the Board of Directors knows of no
business to come before the meeting other than that referred to in the Proxy
Statement.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN AND WHEN NO INSTRUCTIONS ARE GIVEN WILL BE VOTED FOR THE
PROPOSALS DESCRIBED IN THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT AND ON THIS PROXY.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE