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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
April 5, 2001
FRESH DEL MONTE PRODUCE INC.
(Exact Name of Registrant as Specified in Its Charter)
THE CAYMAN ISLANDS
(State or Other Jurisdiction of
Incorporation or Organization)
C/O DEL MONTE FRESH PRODUCE COMPANY
800 DOUGLAS ROAD
NORTH TOWER, 12TH FLOOR
CORAL GABLES, FLORIDA 33134
(Address of Registrant's Principal Executive Offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.]
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes [ ] No [X]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FRESH DEL MONTE PRODUCE INC.
Date: April 5, 2001 By: /s/ Hani El-Naffy
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President, Chief Operating Officer
By: /s/ John Inserra
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Executive Vice President,
Chief Financial Officer
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FRESH DEL MONTE
PRODUCE INC.
(DELMONTE LOGO)
2001
NOTICE OF
ANNUAL GENERAL MEETING
AND
PROXY STATEMENT
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(DELMONTE LOGO) FRESH DEL MONTE PRODUCE INC.
C/O WALKERS, ATTORNEYS-AT-LAW
P.O. BOX 265GT, WALKER HOUSE
MARY STREET, GEORGE TOWN
GRAND CAYMAN, CAYMAN ISLANDS
U.S. EXECUTIVE OFFICES:
C/O DEL MONTE FRESH PRODUCE COMPANY
800 DOUGLAS ENTRANCE
NORTH TOWER -- 12TH FLOOR
CORAL GABLES, FLORIDA 33134
TELEPHONE: (305) 520-8156
FAX: (305) 305-567-0320
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March 30, 2001
To The Shareholders of Fresh Del Monte Produce Inc.:
You are cordially invited to attend the Annual General Meeting of
Shareholders of Fresh Del Monte Produce Inc. (the "Company") on Tuesday, May 8,
2001 (the "Annual General Meeting"), at the Hyatt Regency Coral Gables, 50
Alhambra Plaza, Coral Gables, Florida 33134, at 11:00 a.m. local time. A Notice
of the Meeting, a Proxy and a Proxy Statement containing information about the
matters to be voted upon at the Annual General Meeting are enclosed.
All registered holders of Ordinary Shares as of the close of business on
Friday, March 30, 2001, will be entitled to vote at the Annual General Meeting
on the basis of one vote for each Ordinary Share held.
A record of the Company's activities for the fiscal year 2000 is included
in the annual report to Shareholders enclosed with this letter. Whether or not
you plan to attend the Annual General Meeting, the Company requests that you
please exercise your voting rights by completing and returning your Proxy
promptly in the enclosed self-addressed stamped envelope. If you attend the
meeting and desire to vote in person, your Proxy will not be used.
Sincerely,
/s/ Mohammad Abu-Ghazaleh
Mohammad Abu-Ghazaleh
Chairman and Chief Executive Officer
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FRESH DEL MONTE PRODUCE INC.
NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 8, 2001
To The Holders of Ordinary Shares:
The Annual General Meeting of Shareholders of Fresh Del Monte Produce Inc.
(the "Company"), a Cayman Islands company, will be held on Tuesday, May 8, 2001,
at the Hyatt Regency Coral Gables, 50 Alhambra Plaza, Coral Gables, Florida
33134, at 11:00 a.m. local time at which meeting the following matters will be
put to the vote of the Shareholders:
PROPOSAL NO. 1
1. That (a) Amir Abu-Ghazaleh be re-elected as a Director to hold
office until the Annual General Meeting of Shareholders (the
"Annual General Meeting") to be held in 2004, (b) Stephen L.
Way be re-elected as a Director to hold office until the Annual
General Meeting to be held in 2004, and (c) Edward L. Boykin be
re-elected as a Director to hold office until the Annual
General Meeting to be held in 2004.
PROPOSAL NO. 2
2. That the Company's financial statements for the 2000 fiscal
year ended December 29, 2000 be approved and adopted.
PROPOSAL NO. 3
3. That the appointment of Ernst & Young, LLP. ("Ernst & Young")
as independent auditors for the 2001 fiscal year ending
December 28, 2001 be approved and ratified.
The Board of Directors has fixed the close of business on Friday, March 30,
2001 as the record date for the determination of Shareholders entitled to notice
of and to vote at the Annual General Meeting and any postponement or adjournment
thereof. Accordingly, only holders of record of Fresh Del Monte Produce Inc.
Ordinary Shares at the close of business on such date shall be entitled to vote
at the meeting or any adjournment thereof.
We ask that you vote, date, sign and return the enclosed Proxy in the
self-addressed stamped envelope. You may revoke your Proxy and vote in person if
you later decide to attend in person.
By Order of the Board of Directors,
/s/ Zoltan Pinter
Zoltan Pinter
Vice President, General Counsel and
Secretary
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Fresh Del Monte Produce Inc.
Hyatt Regency Coral Gables
50 Alhambra Plaza
Coral Gables, Florida 33134
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and accompanying Proxy are being mailed to
Shareholders in connection with the solicitation of proxies by the Board of
Directors of Fresh Del Monte Produce Inc. ("Fresh Del Monte" or the "Company")
for the 2001 Annual General Meeting of the Company. The Company's Annual Report
for the 2000 fiscal year ended December 29, 2000, which is not a part of this
Proxy Statement, accompanies this Proxy Statement.
When your Proxy is returned properly executed, the Ordinary Shares it
represents will be voted in accordance with your specifications. You have three
choices as to your vote on each of the items described in this Proxy Statement
that are to be voted upon at the Annual General Meeting. You may vote "for" or
"against" each item or "abstain" from voting by marking the appropriate box.
If you sign and return your Proxy but do not specify any choices you will
thereby confer discretionary authority for your Ordinary Shares to be voted as
recommended by the Board of Directors. The Proxy also confers discretionary
authority on the individuals named therein to vote on any variations to the
proposed resolutions.
Whether or not you plan to attend the meeting, you can be assured that your
Ordinary Shares are voted by completing, signing, dating and returning the
enclosed Proxy. You may revoke your Proxy at any time before it is exercised by
giving written notice thereof to the Secretary of Fresh Del Monte, by submitting
a subsequently dated Proxy, by attending the meeting and withdrawing the Proxy,
or by voting in person at the meeting.
Each holder of the 53,763,600 Ordinary Shares in the capital of Fresh Del
Monte in issue, and recorded in the Register of Members of the Company at the
close of business on Friday, March 30, 2001, is entitled to one vote for each
Ordinary Share so held at the Annual General Meeting. All such Ordinary Shares
entitled to vote at the Annual General Meeting are referred to herein as "Record
Shares." The presence in person or by proxy of Shareholders holding a majority
of the Record Shares will constitute a quorum for the transaction of business at
the Annual General Meeting.
BOARD OF DIRECTORS
The Board of Directors is responsible for establishing broad corporate
policies and for overseeing the overall performance of Fresh Del Monte. The
Board reviews significant developments affecting Fresh Del Monte and acts on
other matters requiring its approval.
The current standing committees of the Board are the Audit Committee and
Compensation Committee.
The Board of Directors has adopted a written Charter for the Audit
Committee.
THE AUDIT COMMITTEE (i) recommends the selection of independent auditors
for the Company, (ii) confirms the scope of audits to be performed by such
auditors, and (iii) reviews audit results and the Company's accounting and
internal control procedures and policies. The Audit Committee also reviews and
recommends approval of (i) the audited financial statements of the Company, (ii)
the quarterly and annual filings of the Company with the Securities and Exchange
Commission ("SEC"), and (iii) the Company's Annual Report to Shareholders. In
addition, the Audit Committee has the authority to monitor and oversee
compliance with the Company's Statement of Conflicts of Interest Policy and
Legal Compliance and Confidentiality and Proprietary Information Policy. The
Audit Committee is comprised of three of the Company's independent directors,
Edward L. Boykin, Marvin P. Bush and John H. Dalton.
THE COMPENSATION COMMITTEE (i) reviews the compensation and benefits of
executive officers, directors, key employees, and consultants, and (ii) reviews,
recommends, and in certain cases determines, subject to ratification by the
Board of Directors, executive compensation. The Compensation Committee also acts
as the administrator for the Company's 1997 and 1999 Share Incentive Plans and
reviews and recommends approval of all periodic filings in respect of executive
and other compensation required to be made by the Company with the SEC. The
Compensation Committee is comprised of two of
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the Company's independent directors, Stephen L. Way and Marvin P. Bush.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee (the "Committee") oversees the Company's financial
reporting process on behalf of the Board of Directors. Management has the
primary responsibility for the financial statements and the reporting process
including the systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed the audited financial statements in the
Annual Report with management including a discussion of the quality, not just
the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial
statements.
The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Committee under
general accepted auditing standards. In addition, the Committee has discussed
with the independent auditors the auditors' independence from management and the
Company including the matters in the written disclosures required by the
Independence Standards Board and considered the compatibility of nonaudit
services with the auditors' independence.
The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting. The Committee held four meetings during fiscal year 2000.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 20-F for
the year ended December 29, 2000 for filing with the Securities and Exchange
Commission. The Committee and the Board have also recommended, subject to
shareholder approval, the selection of the Company's independent auditors.
Edward L. Boykin, Audit Committee Chair
Marvin P. Bush, Audit Committee Member
John H. Dalton, Audit Committee Member
MARCH 30, 2001
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the 2001 Annual General Meeting, three directors are proposed to be
re-elected for the terms described below: (a) Amir Abu-Ghazaleh -- Annual
General Meeting 2004, (b) Stephen L. Way -- Annual General Meeting 2004, and (c)
Edward L. Boykin - Annual General Meeting 2004. A brief summary of each
nominee's principal occupation, business affiliations and other information
follows.
AMIR ABU-GHAZALEH - DIRECTOR. Mr. Abu-Ghazaleh has served as Director
since December 1996. He is currently the General Manager for Abu-Ghazaleh
International Company and has held this position since April 1987. He has also
served as the General Manager for Ahmed Abu-Ghazaleh & Sons Company since April
1979. From 1987 to April 1995, Mr. Abu-Ghazaleh was employed by Metico (Dubai)
as General Manager.
STEPHEN L. WAY - DIRECTOR. Mr. Way has served as Director since January
1998. He is the Chairman and Chief Executive Officer of HCC Insurance Holdings,
Inc., a New York Stock Exchange company which he founded in 1974.
EDWARD L. BOYKIN -- DIRECTOR. Mr. Boykin has served as Director since
November 1999. Following a 30-year career with Deloitte & Touche LLP., Mr.
Boykin retired in 1991 and is currently a private consultant and serves on
several corporate boards.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RE-ELECTION OF AMIR
ABU-GHAZALEH, STEPHEN L. WAY AND EDWARD L. BOYKIN. UNLESS DIRECTED TO THE
CONTRARY, THE ORDINARY SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEES.
PROPOSAL NO. 2
APPROVAL AND ADOPTION OF THE COMPANY'S 2000 FISCAL YEAR FINANCIAL STATEMENTS
The financial statements of the Company for the 2000 fiscal year ended
December 29, 2000 are being submitted to the Shareholders for their approval and
adoption. The Company's 2000 Fiscal Year Financial Statements appear in the
Company's Annual Report accompanying this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL AND
ADOPTION OF THE COMPANY'S 2000 FISCAL YEAR FINANCIAL STATEMENTS. UNLESS DIRECTED
TO THE CONTRARY, THE ORDINARY SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED
FOR THE APPROVAL AND ADOPTION OF THE COMPANY'S 2000 FISCAL YEAR FINANCIAL
STATEMENTS.
PROPOSAL NO. 3
APPROVAL AND RATIFICATION OF THE REAPPOINTMENT OF INDEPENDENT AUDITORS
In accordance with the recommendation of the Audit Committee, the Board of
Directors has re-appointed Ernst & Young as independent auditors of the Company
for the 2001 fiscal year ending December 28, 2001, subject to approval and
ratification by the Shareholders. If the Shareholders do not approve and ratify
the reappointment of Ernst & Young, the selection of other independent auditors
will be considered by the Audit Committee and the Board of Directors.
Ernst & Young has served as independent auditors of Fresh Del Monte for the
Company's fiscal years from 1996 to 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL AND
RATIFICATION OF THE REAPPOINTMENT OF ERNST & YOUNG AS INDEPENDENT AUDITORS OF
THE COMPANY. UNLESS DIRECTED TO THE CONTRARY, THE ORDINARY SHARES REPRESENTED BY
VALID PROXIES WILL BE VOTED FOR THE APPROVAL AND RATIFICATION OF THE
REAPPOINTMENT OF ERNST & YOUNG AS INDEPENDENT AUDITORS OF THE COMPANY.
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VOTE REQUIRED TO APPROVE MATTERS SUBMITTED TO SHAREHOLDERS
Approval of each of the items which are submitted to a vote of the
Shareholders at the 2001 Annual General Meeting will require the affirmative
vote of the holders of a majority of the Ordinary Shares of the Company recorded
on the Company's Register of Members at the close of business on Friday, March
30, 2001 (the "Record Shares") present in person or represented by proxy.
IAT GROUP INC., THE HOLDER OF A MAJORITY OF RECORD SHARES (THE "MAJORITY
HOLDER"), OWNS AND HAS THE POWER TO VOTE A SUFFICIENT NUMBER OF RECORD SHARES TO
APPROVE EACH OF THE PROPOSALS DESCRIBED HEREIN. REPRESENTATIVES FOR THE MAJORITY
HOLDER HAVE INDICATED THAT THE MAJORITY HOLDER WILL VOTE ALL OF ITS RECORD
SHARES IN FAVOR OF EACH OF THE PROPOSALS AND THEREFORE, ADOPTION OF EACH
PROPOSAL SUBMITTED FOR APPROVAL AT THE 2001 ANNUAL GENERAL MEETING IS ENSURED.
GENERAL
At the date of this Proxy Statement, the Board of Directors has no
knowledge of any business which has been presented for consideration at the 2001
Annual General Meeting other than that described above.
Present and former officers, directors and other employees of Fresh Del
Monte may solicit proxies by telephone, telecopy, telegram or mail, or by
meetings with Shareholders or their representatives. Fresh Del Monte will
reimburse brokers, banks or other custodians, nominees and fiduciaries for their
charges and expenses in forwarding proxy material to beneficial owners. All
expenses of solicitation of proxies will be borne by Fresh Del Monte.
By Order of the Board of Directors,
/s/ Zoltan Pinter
Zoltan Pinter
Vice President, General Counsel and Secretary
Dated: March 30, 2001
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APPENDIX A
CHARTER OF THE AUDIT COMMITEE
OF FRESH DEL MONTE PRODUCE INC.
The Audit Committee (the "Committee") of the Board of Directors (sometimes
hereinafter referred to as the "Board of Directors" or as the "Board") of Fresh
Del Monte Produce Inc. (the "Company") shall have the powers and duties set
forth below, subject to the powers reserved to the Board under the Company's
Articles of Association. A Chairman of the Committee (the "Chairman") shall be
appointed by the Committee from among its members.
1. STRUCTURE.
(a) The Committee shall consist of a minimum of two members of the Board of
Directors, each of whom shall be Independent Directors (as hereinafter defined).
As used herein, "Independent Director" shall mean a person who (i) is not
an IAT Group Member (as hereinafter defined) or any person controlled by, in
control of or under common control with an IAT Group Member and (ii) does not
have an employment or consulting relationship with any IAT Group Member or the
Company (except as a Board member). As used herein, "IAT Group Member" shall
mean each of: IAT Group Inc., a Cayman Islands company; all of its subsidiaries
and affiliates; Mr. Mohammad Abu-Ghazaleh, Chairman of the Board of Directors
("Mr. Abu-Ghazaleh"); members of Mr. Abu-Ghazaleh's family, including his father
(deceased), mother, spouse and children, the parents of his spouse, the spouses
of his children, his siblings and their spouses and children; and any person or
entity which controls, is controlled by or is under common control with any of
the foregoing persons or entities (excluding the Company).
(b) Actions of the Committee shall be taken by a vote of a majority of its
members. In the event that there is an even number of Committee Members, and
there is a tie vote, the Chairman shall have an additional vote.
2. MEETINGS OF THE COMMITTEE.
(a) The Committee shall meet at least once during each year at the call of
the Chairman and at such other times as the Chairman may deem necessary or
appropriate for any reason.
(b) One or more of the Committee's members may participate in a meeting of
the Committee by means of conference telephone. The Committee may act by written
consent action signed by all the members and any record of any action or minutes
signed by all the members shall be conclusive evidence of any such action by the
Committee.
(c) The Chairman shall conduct and preside at each meeting of the
Committee. The Secretary of the Company shall serve as secretary to the
Committee and shall keep a record of the Committee's proceedings. In the absence
of the Secretary from any meeting, the Committee may appoint another person
including a member thereof to serve as secretary to the Committee at such
meeting.
3. REPORTS OF THE COMMITTEE. The Committee shall prepare minutes for all
meetings of the Committee to document its activities and recommendations. The
minutes shall be circulated to the full Board of Directors of the Company to
keep the Board apprised of the Committee's activities and recommendations. At
least annually, the Committee shall prepare a formal report to the Board
summarizing the activities, conclusions and recommendations of the Committee
during the past year and the Committee's agenda for the coming year.
4. GENERAL FINANCIAL OVERSIGHT. The Committee shall provide assistance to
the Board of Directors in fulfilling the Board's responsibility to the Company's
shareholders relating to (i) corporate accounting and reporting practices, (ii)
the quality and integrity of the financial reports, and (iii) the adequacy of
internal controls. In so doing, it shall be the responsibility of the Committee
to maintain free and open means of communication between the Board members, the
independent accountants, the internal auditors and the financial management of
the Company.
The Committee through meetings with the independent accountants, the
principal accounting officers and the internal auditors of the Company, shall be
satisfied that reasonable procedures and controls are followed to safeguard the
Company's assets and that adequate examinations are made to ensure that the
results reported in the financial statements for each fiscal quarter and fiscal
year of the Company (each such year, the "Fiscal Year") fairly and adequately
present the financial condition
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and results of operation of the Company and its subsidiaries.
5. SELECTION OF INDEPENDENT ACCOUNTANTS. After consultation with
management, the Committee shall recommend the firm of independent accountants to
be nominated by the Board for the ensuing year at the Board meeting at which
such action is taken by the Board.
6. MEETINGS WITH INDEPENDENT ACCOUNTANTS. The Committee shall meet with the
Company's independent accountants at least once during each year at the call of
the Chairman and at such other times that the Chairman may deem necessary or
appropriate for any reason including a request of the independent accountants.
At the initial meeting of each year with the independent accountants, the scope
of the auditors' examination and the planning therefor shall be presented to the
Committee by the independent accountants. The Committee shall discuss with the
independent accountants any and all disclosed relationships or services of the
independent accountant with the Company that may impact the objectivity of the
independent accountant. The Committee shall make recommendations to the
Company's Board of Directors for the Board of Directors to take appropriate
action to satisfy itself with respect to the independent accountant's
independence.
7. REPORTS OF THE INDEPENDENT ACCOUNTANTS. At meetings of the Committee at
which the independent accountants are present, the independent accountants shall
be prepared to report on the adequacy of their examination and their views of
the Company's internal controls and internal audits. The independent accountants
shall also report on accepted accounting principles adopted by the accounting
profession, the Company's compliance therewith, as well as the effect of unusual
or extraordinary transactions. The independent accountants shall also submit to
the Committee a written report delineating any and all of the relationships
between the independent accountant and the Company. The independent accountants
shall report to the full Board of Directors at the time of submitting the
financial statements of the company for the Fiscal Year.
8. ACCOUNTING OFFICERS OVERSIGHT. The members of the Committee shall meet
from time to time with the principal accounting officers of the Company to
review accounting policy followed, changes therein, accounting controls, and any
issues that may be raised by the independent accountants. At the discretion of
the Chairman, the principal accounting officers of the Company may be invited to
attend the meetings of the Committee with the independent accountants. The
principal accounting officers shall report to the full Board of Directors at the
time of submitting the financial statements of the Company for the Fiscal Year.
9. REVIEW OF SECURITIES AND EXCHANGE COMMISSION FILINGS. The Committee
shall review with the principal accounting officers of the Company, and if
appropriate, the independent accountants, the filings required to be made by the
Company with the Securities and Exchange Commission on a quarterly and annual
basis, as well as any other filings required to be made which contain financial
information on the Company. After completion of such review, the Committee shall
make its recommendation to the full Board of Directors.
10. CONFLICTS OF INTEREST. The Committee shall have the responsibility to
monitor and oversee compliance with the Company's Statement of Conflicts of
Interest and Legal Compliance & Confidentiality and Proprietary Information
Policy in respect of transactions with affiliates in accordance with the terms
of such Policy. In performing such duties, the Committee shall hear reports
presented by the Chief Executive Officer, the Chief Operating Officer and/or the
President and may, to the extent it deems necessary and with the approval of the
Board, retain outside experts to perform valuation and other services.
11. MISCELLANEOUS. The Committee may investigate any matter brought to its
attention within the scope of its duties.
12. AMENDMENT AND FUTURE DELEGATIONS. By specific resolution, the Board of
Directors may make further delegations to the Committee, modify any of the
foregoing provisions of this Charter, or eliminate the Committee and/or its
Charter.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
FRESH DEL MONTE PRODUCE INC.
The undersigned hereby appoints the Chairman of the Board of Directors of
Fresh Del Monte Produce Inc. ("Fresh Del Monte") and alternatively, each other
Director of Fresh Del Monte as proxy, each with power to act without the other
and with power of substitution, and hereby authorizes the Chairman of such
Directors to represent and vote all the Ordinary Shares of Fresh Del Monte
standing in the name of the undersigned with all powers which the undersigned
would possess if present at the Annual General Meeting of Shareholders of the
Company to be held on May 8, 2001 or any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH NOMINEE TO
SERVE AS A DIRECTOR AND "FOR" PROPOSALS 2 AND 3. IF NO DIRECTION IS GIVEN IN
THE SPACE PROVIDED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3 OR ANY VARIATIONS OF SUCH
PROPOSALS.
(CONTINUED ON REVERSE SIDE)
FOLD AND DETACH HERE
IF YOU INTEND TO ATTEND THE ANNUAL GENERAL MEETING,
PLEASE BE SURE TO CHECK THE "I PLAN TO ATTEND THE
MEETING" BOX ON THE REVERSE SIDE OF THE PROXY.
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Please mark
your vote as
indicated in
this example [X]
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed to the right (except as marked to the
contrary)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed to the right
Nominees:
1. Amir Abu-Ghazalen 3. Edward L. Boykin
2. Stephen L. Way
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
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2. APPROVAL OF THE COMPANY'S FINANCIAL STATEMENTS FOR THE 2000 FISCAL YEAR
ENDED DECEMBER 29, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
I PLAN TO ATTEND THE MEETING [ ]
3. APPROVAL OF ERNST & YOUNG AS INDEPENDENT AUDITORS FOR THE 2001 FISCAL
YEAR.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 2001
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(Signature)
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(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
Admission Ticket
ANNUAL GENERAL MEETING OF
SHAREHOLDERS
MAY 8, 2001
11:00 A.M. (EST)
HYATT REGENCY CORAL GABLES
50 ALHAMBRA PLAZA
CORAL GABLES, FL 33134