UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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The Hain Celestial Group, Inc.
(Name of Registrant as Specified In Its Charter)
-------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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THE HAIN CELESTIAL GROUP, INC.
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
November 12, 2001
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
The Hain Celestial Group, Inc., scheduled to be held on Tuesday, December 11,
2001 at the conference center, located in the lower lobby, at 58 South Service
Road, Melville, New York 11747, commencing at 11:00 A.M., Eastern Standard Time.
Your board of directors and management look forward to greeting personally those
stockholders able to attend.
Details of business to be conducted at the annual meeting are provided in
the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement. Also
enclosed for your information is a copy of our Annual Report for 2001.
It is important that your shares are represented at the meeting whether or
not you plan to attend. Accordingly, we request your cooperation by promptly
signing, dating and mailing the enclosed proxy in the envelope provided for your
convenience.
Sincerely,
Irwin D. Simon
President, Chief Executive
Officer and Chairman of the Board
THE HAIN CELESTIAL GROUP, INC.
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
--------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
--------------------------
To the Stockholders of THE HAIN CELESTIAL GROUP, INC.:
The Annual Meeting of Stockholders of The Hain Celestial Group, Inc. will
be held on Tuesday, December 11, 2001 at 11:00 A.M., Eastern Standard Time, at
the conference center, located in the lower lobby, at 58 South Service Road,
Melville, New York 11747, for the following purposes:
1. To elect a board of directors to serve until the next Annual Meeting
of Stockholders and until their successors are duly elected and
qualified;
2. To ratify the appointment of Ernst & Young LLP as our independent
auditors for fiscal 2002;
3. To consider and act upon a stockholder proposal, if presented at the
meeting by its proponents, requesting the board of directors to review
sales of food products containing genetically engineered ingredients
and report to stockholders certain findings related thereto by August
2002, which proposal is opposed by our board of directors; and
4. To transact such other business as may properly come before the
meeting.
Your vote is important. If you do not expect to be present at the meeting
and wish your stock to be voted, please sign and date the enclosed Proxy and
mail it promptly in the enclosed reply envelope addressed to Continental Stock
Transfer & Trust Company, 2 Broadway, New York, New York 10004.
SOLICITATION AND REVOCATION OF PROXIES
Proxies are being solicited on behalf of our board of directors, and we
will bear the cost of such solicitation. We expect that the solicitation of
proxies will be primarily by mail. Proxies may also be solicited by our officers
and employees at no additional cost to us, in person or by telephone, telegram
or other means of communication. We may reimburse custodians, nominees and
fiduciaries holding our common stock for their reasonable expenses in sending
proxy material to principals and obtaining their proxy. Any stockholder giving a
proxy may revoke it at any time before it is exercised by written notice to our
secretary or by voting in person at the meeting.
It is expected that this Notice of Annual Meeting of Stockholders and Proxy
Statement will first be mailed to stockholders on or about November 12, 2001.
STOCKHOLDERS ENTITLED TO VOTE AND SHARES OUTSTANDING
Only stockholders of record at the close of business on October 31, 2001
will be entitled to vote at the annual meeting. On that date, there were
33,768,937 shares of our common stock outstanding and entitled to be voted at
the annual meeting. Each such share is entitled to one vote. Proxies marked as
abstaining (including proxies containing broker non-votes) on any matter to be
acted upon by stockholders will be treated as present at the meeting for
purposes of determining a quorum but will not be counted as votes cast on such
matters.
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of October 1, 2001 for (1) each of
our directors, (2) each of our executive officers, (3) each person who is known
by us to beneficially own more than five percent of the outstanding shares of
our common stock and (4) all of our directors and executive officers as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 and does not necessarily bear on the economic
incidents of ownership or the right to transfer the shares described below.
Number of Shares Percentage of Common
Stock
Irwin D. Simon (1)........................ 2,755,278 7.6%
Morris J. Siegel (2)...................... 490,997 1.4%
Andrew R. Heyer (3) (4)................... 315,111 *
Beth L. Bronner (4) (5)................... 99,667 *
Jack Futterman (4) (6).................... 56,500 *
James S. Gold (4) (7)..................... 54,000 *
Joseph Jimenez (4) (8) (9)................ 40,500 *
Marina Hahn (4) (10)...................... 56,108 *
Gregg A. Ostrander (4) (10)............... 53,696 *
Roger Meltzer (4)(11)..................... 35,000 *
Ellen B. Deutsch (12)..................... 32,200 *
Gary M. Jacobs (12)....................... 200,015 *
Andrew Jacobson (12)...................... 45,000 *
Ira J. Lamel (12)......................... 62,500 *
Boulder, Inc. (9)......................... 6,090,351 18.0%
H.J. Heinz Company (9).................... 6,090,351 18.0%
All directors and executive officers as a
group (fourteen persons)(13)............ 4,296,572 11.5%
---------------------
* Indicates less than 1%.
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(1) Includes 535,000 shares of common stock issuable upon the exercise of
options granted under our 1993 Executive Stock Option Plan and 1,735,000
shares of common stock issuable upon the exercise of options granted under
our 1994 Long Term Incentive and Stock Award Plan (the "1994 Plan"). Mr.
Simon is our President, Chief Executive Officer and Chairman of the Board
of Directors.
(2) Includes 15,000 shares of common stock issuable upon exercise of options
granted under our 1996 Directors Stock Option Plan (the "Directors Plan"),
75,000 shares issuable upon the exercise of options granted under the 1994
Plan and 288,342 shares of common stock issuable upon exercise of options
assumed upon consummation of the merger of Celestial Seasonings, Inc.
("Celestial") with and into our wholly owned subsidiary on May 30, 2000
(the "Merger"). Mr. Siegel is Vice-Chairman of the Board of Directors. In
addition, Mr. Siegel is an officer of Celestial and under an employment
agreement with Celestial is entitled to an annual salary of $250,000 and
severance equal to two times his annual salary if we terminate him without
cause.
(3) Includes 63,000 shares of common stock issuable upon the exercise of
options granted under the Directors Plan and 168,499 shares issuable upon
the exercise of warrants received by Mr. Heyer upon distributions from
Argosy-Hain Warrant Holdings, L.P. and Argosy Investment Corp.
(4) Director of Hain.
(5) Includes 63,000 shares of common stock issuable upon the exercise of
options granted under the Directors Plan.
(6) Includes 55,500 shares of common stock issuable upon the exercise of
options granted under the Directors Plan.
(7) Includes 48,000 shares of common stock issuable upon the exercise of
options granted under the Directors Plan.
(8) Consists of 40,500 shares of common stock issuable upon the exercise of
options granted under the Directors Plan.
(9) According to Amendment No. 1 to Schedule 13D dated June 19, 2000, Boulder,
Inc. ("Boulder") (formerly Earth's Best, Inc.), a wholly owned subsidiary
of H.J. Heinz Company, holds 6,090,351 shares of common stock. Mr. Jimenez
is President and Chief Executive Officer of Heinz North America, a division
of H.J. Heinz Company. Share amounts presented for Mr. Jimenez do not
include the shares of common stock held by Boulder.
(10) Includes for each of Ms. Hahn and Mr. Ostrander 30,000 shares of common
stock issuable upon exercise of options granted under the Directors Plan
and 22,770 shares of common stock issuable upon the exercise of Celestial
options assumed upon consummation of the Merger.
(11) Consists of 35,000 shares of common stock issuable upon exercise of options
granted under the Directors Plan.
(12) Includes 27,200 shares for Ms. Deutsch, 200,000 shares for Mr. Jacobs,
45,000 shares for Mr. Jacobson and 62,500 shares for Mr. Lamel of common
stock issuable upon exercise of options granted under the 1994 Plan. In the
case of Mr. Jacobs, includes 15 shares held by his son. Ms. Deutsch, Mr.
Jacobs, Mr. Jacobson and Mr. Lamel are executive officers.
(13) Includes 535,000 shares issuable upon the exercise of options granted under
the 1993 Plan, 2,144,700 shares issuable upon the exercise of options
granted under the 1994 Plan, 333,882 shares issuable upon the exercise of
options granted under Celestial plans assumed in connection with the
Merger, 380,000 shares issuable upon the exercise of options granted under
the Directors Plan and 168,499 shares issuable upon the exercise of
warrants. See notes 1 through 12.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our board of directors is currently comprised of ten members, each of whom
is standing for re-election.
Each director will hold office until the next Annual Meeting of
Stockholders and until his or her successor is elected and qualified. The
persons named as proxies in the accompanying proxy, who have been designated by
the board of directors, intend to vote, unless otherwise instructed in such
proxy, FOR the election of all of the nominees listed below.
The following information describes the backgrounds and business experience
of the nominees for director:
Irwin D. Simon(3), President, Chief Executive Officer and Chairman of the Board,
Age 43
Mr. Simon has been our President and Chief Executive Officer and a director
since our inception and is our founder. Mr. Simon was appointed Chairman of the
Board of Directors in April 2000. Mr. Simon is also the chairperson of our
acquisition/strategy committee. From December 1990 through December 1992, Mr.
Simon was employed in various marketing capacities with Slim-Fast Foods Company
("Slim Fast"), a national marketer of meal replacement and weight loss food
supplements with annual revenues in excess of $500 million. His duties initially
involved sales and marketing for the frozen and dairy divisions of Slim Fast,
which included establishing and implementing marketing strategies and
establishing a distribution system throughout the United States. In March 1992,
Mr. Simon became Vice President of Marketing for Slim Fast. From 1986 through
1990, Mr. Simon was employed by The Haagen-Dazs Company, a division of Grand
Metropolitan, plc. Haagen-Dazs is a manufacturer and distributor of premium ice
cream and related products. Mr. Simon held a number of sales and marketing
positions, including Eastern Regional Director of Haagen-Dazs Shops, the entity
managing a majority of the franchisee system and all company-owned retail shops.
Mr. Simon serves as a director of Technology Flavors & Fragrances, Inc. and
other privately held companies and is the past chapter chairman of YPO-Gotham
Chapter, New York City.
Morris J. Siegel(3), Vice Chairman of the Board, Age 51
Mr. Siegel has been a director and Vice Chairman of the Board of Directors
since May 2000. Prior to the Merger, Mr. Siegel had served as a director of
Celestial since 1988, and Mr. Siegel has served as Chairman of the Celestial
Board of Directors since 1991. Mr. Siegel founded Celestial in 1970 and was
President and Chairman of the Board of Directors until 1986. From 1986 until
1990, Mr. Siegel was involved in private investments and not-for-profit
activities, and from 1990 until 1991, was a founder and chief executive officer
of Earth Wise, Inc., a marketer of environmentally friendly products. He served
as Chief Executive Officer of Celestial from 1991 to 1997. Mr. Siegel also
serves as a director of Wild Oats Markets, Inc., and several privately held
companies and foundations.
Andrew R. Heyer(1)(3), Age 44
Mr. Heyer has been a director since November 1993. Mr. Heyer is a founder
of Trimaran Capital Partners, a private asset management firm with over $4
billion under management. Trimaran Capital Partners manages its second private
equity fund, Trimaran Fund II, a $1.043 billion fund that
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concentrates on investments in the equity of private companies in the United
States and Western Europe. In addition to its private equity funds, Trimaran
Capital Partners also manages, through Trimaran Advisors, a portfolio of
structured investment funds. Mr. Heyer is also a vice-chairman of CIBC World
Markets Corp., co-head of CIBC Argosy Merchant Banking Funds and a member of
CIBC's U.S. Management Committee. Prior to joining CIBC in 1995, Mr. Heyer was a
founder and managing Director of The Argosy Group L.P. Mr. Heyer serves as a
director of eLink Communications, Inc., Niagara Corporation, Fairfield
Manufacturing Company, Inc., Lancer Industries, Inc., Millennium Digital Media
Holdings, L.L.C., and NSP Holdings, L.L.C.
Beth L. Bronner(1), Age 50
Ms. Bronner has been a director since November 1993 and is the chairperson
of our compensation committee. Ms. Bronner, who is currently a private
consultant and president of a private realty company, served as President and
Chief Operating Officer of Advo Inc. from August 2000 until May 2001. Prior to
that, Ms. Bronner was at Sunbeam Inc. from November 1998 as President-Health
Division. Prior to that, she was with Citibank, N.A. from September 1996 as
Senior Vice President and Director of Marketing for the United States and
Europe. From July 1994 to August 1996, Ms. Bronner was Vice President - Emerging
Markets of American Telephone & Telegraph Company Consumer Communications
Services business. Ms. Bronner was President of the Professional Products
Division of Revlon, Inc. from May 1993 until June 1994. From February 1992 to
May 1993 she was Executive Vice President of the Beauty Care and Professional
Products Division of Revlon, Inc. Ms. Bronner also serves as a director of
Fortis, Inc.
Jack Futterman(2), Age 68
Mr. Futterman has been a director since December 1996. Mr. Futterman served
as Chairman and Chief Executive Officer of Party City Stores, Inc. from June
1999 through December 1999. Mr. Futterman retired as Chairman and Chief
Executive Officer of the Pathmark Supermarket chain in March 1996. He joined
Pathmark in 1973 as Vice President of its drugstore and general merchandise
divisions and occupied a number of positions before becoming Chairman and Chief
Executive Officer. Mr. Futterman is a registered pharmacist and former Chairman
of the National Association of Chain Drugstores. He is a director of Party City,
Inc., as well as several not-for-profit organizations.
James S. Gold(2)(3), Age 50
Mr. Gold has been a director since March 1998 and is the chairperson of our
audit committee. Mr. Gold is a Managing Director in the Banking Group of Lazard
Freres & Co LLC. Since joining Lazard Freres & Co LLC in 1977, Mr. Gold has been
involved in a broad range of investment banking activities, particularly
relating to the consumer products and food industries. Mr. Gold is also a
director of Smart & Final Inc.
Joseph Jimenez(3), Age 41
Joseph Jimenez has been a director since September 1999. Mr. Jimenez has
served as President and Chief Executive Officer of Heinz North America since
November 1998. Prior to that, Mr. Jimenez served as president of Wesson/Peter
Pan Food Co. and Orville Redenbacher/Swiss Miss Food Co. from March 1997 to
November 1998. Mr. Jimenez serves on our board of directors as a designee of
Boulder, Inc.
-6-
Marina Hahn(1), Age 42
Ms. Hahn has been a director since May 2000. Prior to that, she had served
as a director of Celestial since 1994. Currently, Ms. Hahn is Executive Vice
President of J. Walter Thompson Company, an advertising agency. From 1996 to
1998, Ms. Hahn was Head of the Corporate Advisory Group for the William Morris
Agency, Inc. From 1993 to 1995, Ms. Hahn was Vice President, Advertising for
Sony Electronics, Inc., a consumer electronics manufacturer. From 1989 until
joining Sony, she was the Director of Advertising for the Pepsi-Cola Company, a
beverage company. From 1979 to 1989, she was employed by DDB Needham Worldwide,
Inc., an advertising agency.
Gregg A. Ostrander(2), Age 48
Mr. Ostrander has been a director since May 2000. Prior to that, he had
served as a director of Celestial since 1998. Mr. Ostrander is Chairman,
President and Chief Executive Officer of Michael Foods, Inc., a food processor,
a position he has held since 1994. During 1993, he was Chief Operating Officer
of Michael Foods. Mr. Ostrander was President of Swift-Eckrich Prepared Foods, a
division of Con-Agra, Inc., a diversified food products company, from 1990 to
1993. From 1985 to 1990, Mr. Ostrander held the positions of Vice
President--Marketing and Senior Vice President--Marketing at Armour
Swift-Eckrich, Inc. Mr. Ostrander is a director of Arctic Cat, Inc. and Michael
Foods, Inc.
Roger Meltzer(1), Age 50
Mr. Meltzer has been a director since December 2000. Mr. Meltzer is a
partner and a member of the executive committee of the law firm Cahill Gordon &
Reindel, New York, New York, where he practices corporate law. Cahill Gordon &
Reindel has represented us in various matters since 1994.
-----------------------
(1) Compensation committee member.
(2) Audit committee member.
(3) Acquisition/strategy committee member.
Directors' Compensation, Committees and Meeting Attendance
During the last fiscal year, the board of directors held eight meetings.
During the last fiscal year, we did not pay any direct compensation to
directors, other than reimbursement of out-of-pocket expenses incurred in
connection with attendance at meetings of the board of directors. Under our
director stock option plans, independent directors receive a grant of options to
purchase 15,000 shares of our common stock upon election to the board of
directors and options to purchase a minimum of 7,500 shares of common stock upon
re-election at each subsequent annual meeting of stockholders, at exercise
prices which are not less than the fair market value of the common stock at the
time of grant. In addition, these director option plans allow for discretionary
grants of options by the compensation committee, at exercise prices which are
not less than the fair market value of our common stock at the time of grant.
Directors who were re-elected at our stockholders meetings held December 7, 1999
and December 5, 2000 received options to purchase 10,500 shares and 15,000
shares, respectively, of our common stock in recognition for their services as
di-
-7-
rector and our new director elected at our stockholders meeting held December 5,
2000 received options to purchase 35,000 shares of our common stock upon his
election to the board.
The board of directors has three standing committees: the audit committee,
the compensation committee and the acquisition/strategy committee.
Audit Committee. Our audit committee is currently comprised of Messrs.
Gold, Futterman and Ostrander, with Mr. Gold acting as chairperson. The audit
committee's principal duties include recommending to our board of directors the
selection, retention and termination of our independent auditors, evaluating the
independence of the auditors, including whether the auditors provide any
consulting services to us, reviewing with the independent auditors their report
as well as making any recommendations with respect to our financial statements,
accounting policies, procedures and internal controls. In addition, the audit
committee is charged with determining whether there are any conflicts of
interest in financial or business matters between us and any of our officers or
employees. During fiscal 2001, our audit committee held four meetings. See
"Report of the Audit Committee."
Compensation Committee. Our compensation committee is currently comprised
of Ms. Bronner, Mr. Heyer, Ms. Hahn and Mr. Meltzer, with Ms. Bronner acting as
chairperson. The compensation committee administers our employee stock option
plans, determines the compensation policies for our officers and recommends to
the entire board of directors the salaries of our executive officers. During
fiscal 2001, the compensation committee held two meetings. See "Report of the
Compensation Committee on Executive Compensation."
Acquisition/Strategy Committee. Our acquisition/strategy committee is
comprised of Messrs. Simon, Siegel, Heyer, Jimenez and Gold, with Mr. Simon
acting as chairperson. Our acquisition/strategy committee assists us in
evaluating potential acquisition candidates, structuring acquisitions and
integrating newly acquired businesses into our existing structure. We anticipate
that this committee will begin holding meetings in fiscal 2002.
During fiscal 2001, each of our incumbent directors (except for Mr. Heyer,
who attended six of ten meetings and Mr. Ostrander, who attended eight of twelve
meetings) attended at least 75% of the aggregate of the meetings of the board of
directors and committees on which they served.
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Executive Officers
The following information describes the backgrounds and business experience
of our current executive officers who are not also directors.
Ellen B. Deutsch, Senior Vice President -- Strategic Planning and Consumer
Satisfaction, Age 40
Ms. Deutsch has served as Senior Vice President - Strategic Planning and
Consumer Satisfaction since October 2001 and, prior to that time, served as
Senior Vice President--Strategic Planning and Food Service since June 2000.
Prior to that, Ms. Deutsch served as Executive Vice President -
Grocery/Mass-Market Division from November 1998 and Senior Vice President -
Sales and Marketing from April 1997 to November 1998. Prior to May 1996, Ms.
Deutsch was an executive of F&D Advertising Agency of Westbury, New York.
Gary M. Jacobs, Executive Vice President and Secretary, Age 44
Mr. Jacobs was appointed Executive Vice President and Secretary on October
1, 2001. Prior to that time, Mr. Jacobs served as Executive Vice President -
Finance since July 2000, Secretary since December 1998 and Treasurer and Chief
Financial Officer since September 1998. Prior to his appointment as Executive
Vice President - Finance, Mr. Jacobs served as Senior Vice President - Finance
since September 1998. Prior to his employment with us, Mr. Jacobs was the Chief
Financial Officer of Graham Field Health Products, Inc., a manufacturing and
distribution company. In December 1999, Graham Field filed for bankruptcy
protection under Chapter 11 of the Bankruptcy Code. Mr. Jacobs is a certified
public accountant and served as Senior Manager at Ernst & Young LLP for 13
years.
Andrew Jacobson, President -- Natural Products Group, Age 40
Mr. Jacobson has served as President of our Natural Products Group
(formerly Natural Foods Division) following the consummation of the Westbrae
acquisition in October 1997. From November 1992 until October 1977, Mr. Jacobson
was President of Westbrae Natural Foods, Inc. and Little Bear Organic Foods,
Inc. Prior to November 1992, Mr. Jacobson spent eight years in various
divisional and corporate positions with Tree of Life, Inc., a major natural and
specialty foods distributor. Mr. Jacobson has served on the board of the
National Natural Foods Association.
Ira J. Lamel, Executive Vice President and Chief Financial Officer and
Treasurer, Age 54
Mr. Lamel was appointed Executive Vice President and Chief Financial
Officer and Treasurer on October 1, 2001. Prior to his appointment, Mr. Lamel, a
certified public accountant, was a partner at Ernst & Young LLP where he served
in various capacities from June 1973 to September 2001. Ernst & Young LLP serves
as our independent auditors, and Mr. Lamel directed all services to us,
including the audits of our financial statements, during the fiscal 1994 through
fiscal 2000 periods.
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Executive Compensation
Summary of Cash and Certain Other Compensation
The following table sets forth the compensation paid by Hain for services
rendered during the three fiscal years ended June 30, 2001 to or for the
accounts of our Chief Executive Officer and our other most highly compensated
executive officers, who we refer to as the named executive officers. In
addition, Ira J. Lamel joined our company on October 1, 2001 as Executive Vice
President, Chief Financial Officer and Treasurer, at which time Gary M. Jacobs
became Executive Vice President and Secretary.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
Awards
Securities
Name and Fiscal Other Annual Underlying
Principal Position Year Salary Bonus Compensation Options
Irwin D. Simon 2001 $460,000 (1) $5,400 600,000
President, Chief Executive Officer and 2000 $375,000 $625,000(2) $5,400 0
Chairman of the Board 1999 $300,000 $165,000 $5,400 700,000
Ellen B. Deutsch 2001 $160,000 (1) $5,400 10,000
Senior Vice President - 2000 $160,000 $ 20,000 $5,400 0
Strategic Planning and Consumer Satisfaction 1999 $158,000 $0 $5,400 8,000(3)
Gary M. Jacobs (4) 2001 $261,000 (1) $5,400 50,000
Executive Vice President - Finance, Chief 2000 $216,000 $225,000(2) $5,400 0
Financial Officer, Treasurer and 1999 $150,000 $ 99,500 $4,500 175,000
Secretary
Andrew Jacobson 2001 $247,500 (1) $5,400 0
President - Natural Products Group 2000 $233,333 $ 82,000 $5,400 50,000(3)
1999 $216,700 $ 77,000 $46,793(5) 20,000(3)
--------------------------------
(1) We have not yet determined annual bonuses for the named executive officers
for fiscal 2001. Executive bonuses are based on performance targets such as
volume, profit, EBITDA, acquisitions, acquisition integration, costs,
efficiencies, new products and distribution growth as well as other
objective criteria specific to each executive's responsibilities.
(2) Includes a one-time bonus in connection with past acquisitions (including
Celestial) of $250,000 for Mr. Simon and $125,000 for Mr. Jacobs.
(3) 50% becomes exercisable one year from the date of grant and 50% becomes
exercisable two years from the date of grant.
(4) Mr. Jacobs commenced employment on September 8, 1998.
(5) Includes $41,393 in relocation expenses and related fees.
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Employment Agreements
Irwin D. Simon
We have entered into an employment agreement with Mr. Simon. The term of
the agreement is for three years and can be extended for one additional year by
mutual consent. Mr. Simon's employment agreement provides for a minimum annual
base salary of $460,000 for the fiscal year ended June 30, 2001, $520,000 for
the fiscal year ending June 30, 2002 and $600,000 for the fiscal year ending
June 30, 2003. Mr. Simon's employment agreement also provides for an annual
bonus ranging from 0% to 200% of his annual compensation upon the achievement of
sales and profitability objectives to be determined by our compensation
committee. Under the agreement, Mr. Simon will also receive an annual grant
during each year of the term of his agreement of options under our 1994 Plan
exercisable for 300,000 shares of our common stock at an exercise price equal to
the market price on the date of the grant, and a one-time grant of options to
purchase an additional 300,000 shares of our common stock which were provided
for in his previous employment arrangement but were not granted as of June 30,
2000. In the event that Mr. Simon is terminated without cause or he resigns for
good reason, which will include resignation upon a change of control, he will be
entitled to, among other things, two years annual salary and two years average
annual bonus plus compensation in lieu of his granted and ungranted options
(based on a black-scholes value) as of the date of his termination, together
with options to purchase an additional 300,000 shares of our common stock. Mr.
Simon has also agreed not to compete with us during his employment term or for a
period of two years thereafter and has agreed to customary provisions regarding
confidentiality and proprietary rights.
Change of Control Agreements
We have entered into change of control agreements with Messrs. Jacobs,
Jacobson and Lamel that provide that, in the event that, following a change of
control of Hain, the surviving corporation takes certain actions, including a
termination without cause, diminution in duties or forced relocation, such
executive officer will be entitled to terminate his employment and receive two
times annual base salary and annual bonus, two years benefits continuation and
immediate vesting of all outstanding options.
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Stock Option Grants and Exercises
The tables below set forth information with respect to grants of options
to, and exercise of options by, our Chief Executive Officer and our other named
executive officers during our fiscal year ended June 30, 2001.
Option Grants in Last Fiscal Year
Individual Grants Potential Realizable
% of Total Value at Assumed
Options Number of Annual Rates of Stock
Granted to Securities Exercise Price Appreciation
Employees Underlying or Base for Option Term
in Fiscal Options Price Expiration -------------------
Name Year Granted ($/Sh)(1) Date 5% 10%
---- ----------- ----------- --------- ---------- ---- ---
Irwin D. Simon 600,000 44.81% $26.625 Jul. 31, 2010 $4,413,598 $9,752,897
Ellen B. Deutsch 10,000 0.75% $27.00 Nov. 10, 2010 $74,596 $164,838
Gary M. Jacobs 50,000 3.73% $27.00 Nov. 10, 2010 $372,980 $824,189
--------------------
(1) Options were granted at exercise prices which were not less than the fair
market value of the common stock at the time of grant.
Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
Securities Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired Value Held at June 30, 2001 at June 30, 2001(1)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Irwin D. Simon 65,000 $1,659,425 1,970,000 0 $14,654,425 $0
Ellen B. Deutsch 0 -- 27,200 0 $205,510 $0
Gary M. Jacobs 20,000 $ 349,500 200,000 0 $890,625 $0
Andrew Jacobson 30,000 $ 701,637 45,000 25,000 $118,750 $0
-----------------------
(1) Based on a price of $22.00 per share, the closing bid price for our common
stock on The Nasdaq National Market on June 30, 2001.
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1993 Executive Stock Option Plan
In July 1993, we adopted the 1993 Executive Stock Option Plan, which we
refer to in this notice of annual meeting as the 1993 Plan, under which we
granted to Irwin D. Simon, our founder, president and chief executive officer,
options to purchase 600,000 shares of our common stock, 65,000 of which were
exercised in fiscal 2001. The exercise price of options designed to qualify as
incentive options is $3.58 per share and the exercise price of non-qualified
options is $3.25 per share. The options expire in 2003.
1994 Long Term Incentive and Stock Award Plan
In December 1994, we adopted the 1994 Long Term Incentive and Stock Award
Plan, which we refer to in this notice of annual meeting as the 1994 Plan. The
1994 Plan, as amended, provides for the granting of incentive stock options to
employees and directors to purchase up to an aggregate of 6,400,000 shares of
our common stock with a maximum individual limit of 1,000,000 shares in any
calendar year. The 1994 Plan is administered by the compensation committee of
the board of directors. All of the options granted to date under the 1994 Plan
have been incentive or non-qualified stock options providing for exercise prices
not less than the fair market price at the date of grant, and expire 10 years
after date of grant. At the discretion of the compensation committee, options
are exercisable upon grant or over an extended vesting period. During fiscal
year 1999, options to purchase 1,175,600 shares were granted at prices from
$12.125 to $21.50 per share, options to purchase 322,950 shares were exercised
and options to purchase 23,750 shares were canceled. During fiscal year 2000,
options to purchase 372,550 shares were granted at prices ranging from $21.188
to $33.50 per share, options to purchase 127,900 shares were exercised and
options to purchase 14,750 shares were canceled. During fiscal year 2001,
options to purchase 1,339,100 shares were granted at prices ranging from $27.125
to $36.6875 per share, options to purchase 340,525 shares were exercised and
options to purchase 12,475 shares were canceled. At June 30, 2001, options to
purchase 2,332,325 shares were available for grant under the 1994 Plan.
1996 Directors Stock Option Plan
In December 1995, we adopted the 1996 Directors Stock Option Plan, which we
refer to in this notice of annual meeting as the Directors Plan. The Directors
Plan provides for the granting of stock options to non-employee directors to
purchase up to an aggregate of 750,000 shares of our common stock. During fiscal
year 1999, options for an aggregate of 95,000 shares were granted at a price of
$17.625 per share, options to purchase 90,000 shares were exercised and no
options were canceled. During fiscal year 2000, options for an aggregate of
103,500 shares were granted at prices of $23.25 and $26.063 per share, options
to purchase 80,000 shares were exercised and no options were canceled. During
fiscal year 2001, options for an aggregate of 140,000 shares were granted at
prices of $27.75 and $32.125 per share, options to purchase 51,000 shares were
exercised and no options were canceled. No options may be granted under the
Directors Plan after December 2000 and 186,500 shares were cancelled due to
expiration of the Directors Plan.
2000 Directors Stock Option Plan
In May 2000, we adopted a new 2000 Directors Stock Option Plan, which we
refer to in this notice of annual meeting as the 2000 Directors Plan. The 2000
Directors Plan provides for granting
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of stock options to non-employee directors to purchase up to an aggregate of
750,000 shares of our common stock. At June 30, 2001, no options were granted
under the 2000 Directors Plan.
Celestial Plans
In connection with the Merger, we assumed Celestial's 1993 Long-Term
Incentive Plan and 1994 Non-Employee Director Compensation Plan, which we refer
to in this notice of annual meeting collectively as the Celestial Plans.
Following the consummation of the Merger, no options to purchase shares of
common stock will be granted under the Celestial Plans. During fiscal year 2001,
options to purchase 801,553 shares were exercised and options to purchase 2,795
shares were cancelled. As of June 30, 2001 options to purchase 463,458 shares of
common stock were outstanding under the Celestial Plans.
REPORT OF THE AUDIT COMMITTEE
Our audit committee is comprised of three independent directors and
operates under a written charter. The audit committee, in its oversight role
over (1) our financial accounting and reporting process, (2) our system of
internal controls established by management and (3) the external audit process,
has met with management and our independent auditors. Discussions about our
audited financial statements included our independent auditor's judgments about
the quality, not just the acceptability, of our accounting principles and
underlying estimates used in our financial statements, as well as other matters,
as required by Statement on Auditing Standards No. 61, Communication with Audit
Committees ("SAS 61"), as amended by Statement on Auditing Standards No. 90,
Audit Committee Communications ("SAS 90") and by our Audit Committee Charter. In
conjunction with the specific activities performed by the audit committee in its
oversight role, it issued the following report as of September 4, 2001:
1. The audit committee has reviewed and discussed the audited financial
statements as of and for the year ended June 30, 2001 with our
management.
2. The audit committee has discussed with the independent auditors the
matters required to be discussed by SAS 61 and SAS 90.
3. The audit committee has received from the independent accountants, as
required by Independence Standards Board Standard No.1, Independence
Discussions with Audit Committee, (i) a written disclosure, indicating
all relationships, if any, between the independent auditor and its
related entities and the company and its related entities which, in
the auditor's professional judgment, reasonably may be thought to bear
on the auditor's independence, and (ii) a letter from the independent
auditor confirming that, in its professional judgment, it is
independent of the company; and the audit committee has discussed with
the auditor the auditor's independence from the company.
Based on the review and discussions referred to in paragraphs (1) through
(3) above, the audit committee recommended to the board of directors, and our
board has approved, that the audited financial statements should be included in
our Annual Report on Form 10-K for the fiscal year ended June 30, 2001 for
filing with the Securities and Exchange Commission.
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James S. Gold, Chairperson
Jack Futterman
Gregg Ostrander
Total fees paid to Ernst & Young LLP were $1,324,000 and $730,000 during
fiscal 2001 and 2000, respectively. During fiscal 2001, $250,000 was paid for
audit services and $1,074,000 was paid for other services. During fiscal 2000,
$360,000 was paid for audit services and $370,000 was paid for other services.
There were no fees paid for information technology services in either year.
REPORT OF THE
COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Compensation Committee. Our compensation committee is responsible for
determining the compensation of our executive officers. The compensation
committee also administers the 1994 Plan and discretionary grants under our 2000
Directors Plan.
The compensation committee is currently comprised of Ms. Bronner, Mr.
Heyer, Ms. Hahn and Mr. Meltzer, with Ms. Bronner acting as chairperson.
Decisions and recommendations by the compensation committee are made on the
basis of an assessment of corporate performance and a review of supporting data,
including historical compensation data of other companies within the industry.
Although actions with respect to various programs are taken at different times,
consideration of each is made in the context of our overall compensation
package.
Section 162(m) of the Internal Revenue Code generally limits the deductible
amount of annual compensation paid to certain individual executive officers
(i.e., the chief executive officer and our other most highly compensated
executive officers) to no more than $1 million. Considering the current
structure of executive officer compensation, the compensation committee believes
that we will not be denied any significant tax deductions for fiscal 2001. The
compensation committee will continue to review tax consequences as well as other
relevant considerations in connection with compensation decisions.
Compensation Philosophy. Our executive compensation program is designed to
provide competitive levels of remuneration and assist us in attracting and
retaining qualified executives. The compensation committee is committed to the
objectives of linking executive compensation to corporate performance and
providing incentives which align the interests of our executives with the
interests of our stockholders. This philosophy underlies executive compensation
policies designed to integrate rewards with the attainment of annual and
long-term performance goals, reward significant corporate performance and
recognize individual initiatives and achievements. It is performance which most
significantly influences an individual executive's compensation level. As a
result, actual compensation levels in any particular year may be above or below
those of our competitors, depending upon our performance. The executive
compensation program is comprised of salary, annual cash incentives and
long-term, stock-based incentives. The following is a discussion of each of the
elements of the executive compensation program along with a description of the
decisions and actions taken by the compensation committee with regard to fiscal
2001 compensation:
Base Salary. We establish salary ranges for each of our executive
positions based on appropriate external comparisons, internal
responsibilities and relationships to other corporate
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positions. Existing base salaries and annual escalations for the named
executives were established based on the foregoing factors and in
negotiation with each of the executives in connection with their employment
by us.
Annual Incentive. We may pay annual cash bonuses in any year to reward
significant corporate accomplishments and individual initiatives which
contributed to the attainment of targeted goals relating to product sales,
product margins, return on capital employed, earnings per share and
stockholder return. If the compensation committee determines that corporate
results are such that a bonus program is warranted, then each executive's
accomplishments are assessed as to their impact on corporate results.
Contributions must be above and beyond normal expectations. The chief
executive officer meets with the compensation committee to review corporate
results, the individual executive's contributions and his recommendations
as to annual incentive payments.
Long-Term Incentives. The 1994 Plan and the 1993 Plan were approved by
stockholders for the purpose of promoting the interests of our stockholders
by: (1) attracting and retaining executives and other key employees of
outstanding ability; (2) strengthening our capability to develop, maintain
and direct a competent management team; (3) motivating executives and other
key employees, by means of performance-related incentives, to achieve
longer-range performance goals; (4) providing incentive compensation
opportunities which are competitive with those of other comparably situated
corporations; and (5) enabling such employees to participate in our
long-term growth and financial success.
Chief Executive Officer Compensation. The compensation committee is
responsible for determining the appropriate compensation for our chief
executive officer based on a variety of criteria, including our performance
and the chief executive officer's performance, the compensation of the
chief executive officers of comparable companies and other market factors.
In fiscal 2000, the compensation committee worked with Mr. Simon in the
preparation of his employment agreement described above, then recommended
the adoption of the employment agreement to our board of directors, which
adopted it unanimously.
Compensation Committee: Beth L. Bronner, Chairperson
Andrew R. Heyer
Marina Hahn
Roger Meltzer
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PERFORMANCE GRAPH
The following graph compares the performance of our common stock to the S&P
500 Index and to the Standard & Poor's Food Group Index for the period from June
30, 1996 through June 30, 2001. The comparison assumes $100 invested on June 30,
1996.
Hain S&P 500 S&P Food Group
---- ------- --------------
6/30/96 100.0 100.0 100.0
6/30/97 142.6 132.0 136.6
6/30/98 766.7 169.1 171.3
6/30/99 611.1 204.7 150.6
6/30/00 1087.0 216.9 129.9
6/30/01 651.9 182.6 145.7
PROPOSAL NO. 2
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
It is the practice of the board of directors to designate the accounting
firm that will serve as our independent auditors. The audit committee has
recommended that Ernst & Young LLP be selected to audit our financial statements
for the fiscal year ending June 30, 2002 and the board of directors has approved
the selection of Ernst & Young LLP. Ernst & Young LLP audited our financial
statements for the fiscal years ended June 30, 1996 through June 30, 2001.
Unless a contrary vote is indicated, the proxies solicited hereby will be voted
FOR the ratification of the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending June 30, 2002.
The audit committee reviews and approves the audit and non-audit services
to be provided by our independent auditors during the year, considers the effect
that performing those services might have on audit independence and approves
management's engagement of our independent auditors to perform those services.
Ernst & Young LLP expects to have a representative at our 2001 annual
meeting of stockholders who will have the opportunity to make a statement and
will be available to respond to appropriate questions.
PROPOSAL NO. 3
STOCKHOLDER PROPOSAL
Jill Ratner, the holder of 706 shares of our common stock, who can be
contacted c/o Harrington Investments, Inc., 1001 Second Street, Suite 325, Napa,
CA 94559, has informed us that she intends to present the following proposal at
the Annual Meeting of Stockholders.
Adoption of the following proposal will require the affirmative vote of
holders of a majority of the shares of common stock represented in person or by
proxy at the meeting. Securities and Exchange Commission rules require that we
reprint the proposal and supporting statement as they were submitted to us.
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Stockholder Proposal
RESOLVED: Shareholders request that the Board of Directors review our
Company's sales of food products containing genetically engineered (GE)
ingredients and report to shareholders by August 2002 (at reasonable cost and
omitting proprietary information). This report would identify the risks,
financial costs and benefits, and environmental impacts of the continued use of
genetically engineered crops, organisms, or products thereof from all food
products sold under the Company's brand names or private labels.
Supporting Statement
International markets for genetically engineered (GE) foods are threatened
by extensive resistance:
o Europe's larger food retailers have committed to removing GE
ingredients from their store-brand products, as have some U.S.
retailers;
o In the UK, McDonald's, Burger King, and Kentucky Fried Chicken exclude
GE soy and corn ingredients from their menus;
o McCain Foods of Canada announced it would no longer accept genetically
engineered Bt potatoes for their brand-name products (11/99);
o Gerber Products announced it would not allow GE corn or soybeans in
any of their baby foods (7/99);
o PepsiCo's Frito Lay asked farmers that supply corn for their chips to
supply only non-GE corn (1/2000);
o Since 2000, hundreds of millions of dollars have been spent by food
companies in recalling food containing GE corn not approved for human
consumption;
o Once in effect, the Biosafety Protocol, approved by representatives of
over 130 countries (1/2000), will require that genetically engineered
organisms (GEOs) intended for food, feed and processing must be
labeled "may contain GEOs", and countries can decide whether to import
those commodities based on a scientific risk assessment.
There is scientific concern that genetically engineered agricultural
products may be harmful to humans, animals, or the environment:
o Some GE crops have been engineered to have higher levels of toxins,
such as Bacillus thuringiensis (Bt), to make them insect-resistant;
o Research has shown that Bt crops are building up Bt toxins in the
soil, thereby disturbing soil ecology and impacting beneficial
organisms and insects (12/1999, 5/2000);
o The National Academy of Sciences report, Genetically Modified
Pest-Protected Plans, recommends development of improved methods for
identifying potential allergens in GE pest-protected plants. The
report found potential gaps in regulatory coverage. (4/2000)
o Uncertainty about the ecological risks of genetically engineered crops
persists. (Science 12/15/2000);
Furthermore, labeling of GE foods is required in the European Union and
Japan, proposed in other countries, and favored by between 70% and 94% of people
surveyed in numerous option polls in the U.S.
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We urge that this report:
1) identify the scope of the Company's products that are derived from GE
ingredients;
2) identify sources of alternative non-GE food ingredients;
3) outline a contingency plan for sourcing non-GE ingredients should
circumstances so require; and
4) cite evidence of long-term safety testing that demonstrates that GE
crops, organisms, or products thereof are actually safe for humans,
animals, and the environment.
We believe that in undertaking this critical study, our Company addresses
issues of financial, legal and reputational risk, competitive advantage, and
brand name loyalty in the marketplace.
HAIN'S RESPONSE
The Board of Directors and Management Oppose the Foregoing Proposal and
Recommend a Vote AGAINST it for the following reasons:
We have provided high quality natural and specialty food products to consumers
since our inception. We have, and always will have, the greatest concern for
food safety. We recognize that the issues of biotechnology and genetically
engineered organisms (GEOs or GMOs) raise concerns with certain consumers, and
to date we have taken the steps that we believe are appropriate to address these
consumer concerns, while at the same time maintaining the flexibility in our
product development necessary to conduct our business in a competitive
marketplace.
In 1999, we adopted a GMO corporate policy in which we stated our goal of
producing our natural and organic products without the use of GMOs. In
furtherance of our policy, we have implemented a corporate GMO program, based on
the EU/UK model, which includes:
o Ingredient Risk Assessment and Classification;
o Supplier Audits/Identity Preserve Programs;
o Testing Programs; and
o Labeling.
In addition, we have identified the major challenges that face us in fully
implementing our GMO corporate policy, including issues relating to the storage
and distribution systems used for agricultural commodities in the United States
and elsewhere, and are taking the appropriate proactive measures needed to
achieve our stated objective.
The proponents request that our board of directors review our sales of food
products containing genetically engineered ingredients and report to our
stockholders the risks, financial costs and benefits, and the environmental
impacts of the continued use of genetically engineered ingredients in our food
products. As described above, we have already conducted an internal review of
these matters, and our management and board of directors believe that any
additional study would not be in the best interest of our company, our
stockholders or our customers for several reasons, including:
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o we believe our current policy and program, into which we have contributed
substantial time and resources, is the appropriate approach in addressing
the proponents' concerns;
o we believe any additional study would divert our management's attention
from our day-to-day operations and, in light of our existing corporate
policy and program, would not provide new information useful in improving
the quality or safety of our food products; and
o we are concerned that any report to stockholders of the results of any such
study may require us to disclose proprietary information regarding our
products or processes which could harm our competitive position.
Therefore, our management and board of directors believe this stockholder
proposal should be rejected.
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CERTAIN RELATIONSHIPS
On September 27, 1999, we announced an agreement with H.J. Heinz Company to
form a strategic alliance for the global production and marketing of natural and
organic foods and soy-based beverages. In connection with the alliance, we
issued 2,837,343 investment shares of our common stock to Boulder, Inc.
(formerly known as Earth's Best), a wholly owned subsidiary of Heinz, for an
aggregate purchase price of $82,383,843. In addition, in a separate transaction,
we announced on September 27, 1999 that we had purchased the Earth's Best
trademarks. In consideration for the trademarks, we paid $4,620,000 in cash and
issued 670,234 shares of our common stock to Boulder, valued at $17,380,000. In
connection with the issuance of these shares, Hain and Boulder entered into an
investor's agreement that provides for the appointment to our board of directors
of one member nominated by Boulder, Inc., currently Mr. Jimenez, and one member
jointly nominated by Boulder and Hain, which position is currently vacant. Mr.
Jimenez is President and Chief Executive Officer of Heinz North America, a
division of H.J. Heinz Company.
In accordance with the provisions of the investor's agreement relating to
Boulder's right to maintain its ownership percentage following certain issuances
by us of our common stock, on June 19, 2000, we issued an additional 2,582,774
shares of common stock to Boulder at an aggregate purchase price of $79,743,147
in connection with the Merger. Under the investor's agreement described above,
Boulder has agreed to vote its shares in favor of nominees for directors listed
in Proposal No. 1.
In fiscal 2001, we paid to H.J. Heinz Company approximately $2,759,000 in
purchases, royalties and profit sharing fees.
Mr. Ostrander, who is nominated for re-election as a director, is the
Chairman, President and Chief Executive Officer of Michael Food, Inc. Kohler Mix
Specialties, a subsidiary of Michael, produces half gallon cartons of Westsoy
refrigerated milk for Hain under a co-packing agreement. In fiscal 2001, Hain
paid Kohler approximately $347,000 under the co-packing agreement.
Mr. Gold, who is nominated for re-election as a director, is a managing
director of Lazard Freres & Co LLC, which provides financial advisory and other
investment banking services to us from time to time. Mr. Meltzer, who is
nominated for re-election as a director, is a partner at the law firm Cahill
Gordon & Reindel. Cahill Gordon & Reindel provides legal services to us from
time to time.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file initial reports of beneficial ownership and
changes in such with the SEC. Such officers, directors and stockholders are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms furnished to us
and written representations from our executive officers and directors, all
persons subject to the reporting requirements of Section 16(a) filed the
required reports on a timely basis, except for one late filing on behalf of each
of Mr. Jacobson and Ms. Deutsch.
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OTHER MATTERS
Management does not know of any other matters that will come before the
meeting, but should any other matters requiring a vote of stockholders arise,
including any question as to an adjournment of the meeting, the persons named on
the enclosed proxy will vote thereon according to their best judgment in our
interests.
STOCKHOLDER PROPOSALS
We will not consider including a stockholder's proposal for action at our
2002 Annual Meeting of Stockholders in the proxy material to be mailed to our
stockholders in connection with such meeting unless such proposal is received at
our principal office no later than July 6, 2002.
By order of the board of directors,
Gary M. Jacobs
Corporate Secretary
Dated: November 12, 2001
Your vote is important. Stockholders who do not expect to be present at the
Annual Meeting and who wish to have their stock voted are requested to sign and
date the enclosed proxy and return it in the enclosed envelope. No postage is
required if mailed in the United States.
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THE HAIN CELESTIAL GROUP, INC.
This Proxy is solicited on Behalf of the Board of Directors of The Hain
Celestial Group, Inc. (the "Company"). The undersigned hereby appoints Irwin D.
Simon and Gary M. Jacobs, or either of them, proxies, each with full power of
substitution, to vote the shares of the undersigned at the Annual Meeting of
Stockholders of the Company on December 11, 2001, and any adjournments thereof,
upon all matters as may properly come before the meeting. Without otherwise
limiting the foregoing general authorization, the proxies are instructed to vote
as indicated herein. If no instruction is given the shares will be voted "FOR"
items 1 and 2 and "AGAINST" item 3 below, each of said items being more fully
described in the Notice of such meeting and the accompanying Proxy Statement,
receipt of which are hereby acknowledged.
The Board of Directors Recommends You Vote "FOR" items 1 and 2 Below
1. Election of Directors
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary to vote for all nominees
below) listed below
(Instructions: to withhold authority to vote for an individual
nominee, strike a line through the nominee's name listed below.)
Irwin D. Simon, Morris J. Siegel, Andrew R. Heyer, Beth L.
Bronner, Jack Futterman, James S. Gold, Joseph Jimenez, Marina
Hahn, Gregg A. Ostrander, Roger Meltzer
2. To ratify the appointment of Ernst & Young LLP, to act as independent
auditors of the Company for the fiscal year ending June 30, 2002.
For [ ] Against [ ] Abstain [ ]
The Board of Directors Recommends You Vote "AGAINST" item 3 Below
3. To consider and act upon a stockholder proposal, if presented at the
meeting by its proponents, requesting the Board of Directors review sales of
food products containing genetically engineered ingredients and report to
stockholders certain findings related thereto by August 2002.
For [ ] Against [ ] Abstain [ ]
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Please Complete All Information Below
Signature:_________________________________________
Signature:_________________________________________
Dated:______________________________________ 2001
Please sign exactly as names appear hereon,
indicating official position or representa-
tive capacity, if any. If shares are held
jointly, both owners should sign.