SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12
THE VALLEY FAIR CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
<PAGE>
THE VALLEY FAIR CORPORATION
260 BERGEN TURNPIKE
LITTLE FERRY, NEW JERSEY 07643
Notice Of Annual Meeting Of Shareholders
To Be Held June 26, 1996
To the shareholders of The Valley Fair Corporation
Notice is hereby given that the Annual Meeting of Shareholders of The
Valley Fair Corporation will be held at 10:00AM on June 26, 1996 at 1800 Moler
Road, Columbus, Ohio for the following purposes:
1. To elect six directors for the ensuing year.
2. To transact such other business as may properly come before
the meeting.
Only shareholders of record on the books of the Company at the close of
business on April 19, 1996 will be entitled to vote at this meeting.
It is hoped that you will be able to attend the meeting, but if you do not
expect to be present, please mark, date and sign the enclosed Proxy and return
it in the accompanying envelope. Shareholders who execute proxies may of course,
choose to revoke their proxy and personally cast their vote.
A copy of the Annual Report of the Corporation for the year ended January
28, 1996 is enclosed herewith.
ERWIN LEHR
President
Little Ferry, New Jersey
May 20, 1996
Important - Please sign and mail your proxy promptly
<PAGE>
THE VALLEY FAIR CORPORATION
260 BERGEN TURNPIKE
LITTLE FERRY, NEW JERSEY 07643
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PROXY STATEMENT
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ANNUAL SHAREHOLDERS MEETING - JUNE 26, 1996
The Proxy is furnished to the stockholders of The Valley Fair Corporation
(hereinafter referred to as the "Company") in connection with the solicitation
of proxies to be used in voting at the annual meeting to be held June 26, 1996,
or any adjournment thereof. The enclosed Proxy is solicited by the Board of
Directors of the Company. Any Proxy may be revoked at any time before it is
exercised by notice to the Company in writing or in open meeting or by filing a
duly executed proxy bearing a later date. All shares represented by properly
executed, unrevoked proxies received prior to the meeting will be voted in
accordance with the instructions contained therein, and, if no choice is
specified, will be voted in favor of the proposals set forth in the Notice of
Annual Meeting to the Proxy Statement.
The Proxy Statement and the enclosed Proxy are first being sent to you this
20th day of May, 1996 by order of the Board of Directors. The cost of soliciting
proxies has been, or will be, borne by the Company. In addition to solicitation
by mail, the Company will request banks, brokers, and other custodians, nominees
and fiduciaries to send proxy material to the beneficial owners, and the Company
may reimburse them for expenses in so doing.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The voting securities entitled to vote at the meeting consist of Common
Stock of the Corporation, each share having one vote. The number of issues and
outstanding shares at the close of business on April 19, 1996 was 367,964. Only
stockholders of record on April 19, 1996 will be entitled to vote at the annual
meeting of stockholders. To the knowledge of management the following persons
owned beneficially more than 5% of the outstanding voting securities of the
Corporation at the closing of business on April 19, 1996.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
<S> <C> <C>
Schottenstein Stores Corporation 287,861 78.21%
1800 Moler Road sole voting and
Columbus, Ohio investment power
Schottenstein Professional Asset
Management Corporation Formerly 54,295 14.75%
Jubilee Co., Inc. sole voting and
1800 Moler Road investment power
Columbus, Ohio
</TABLE>
<PAGE>
ELECTION OF BOARD OF DIRECTORS
At the meeting, six Directors, comprising the entire membership of the
Board of Directors of the Company, are to be elected to serve for the ensuing
year and until their respective successors are elected and qualified. The shares
represented by the enclosed Proxy will be voted for the election as Directors of
the six nominees named below. If any nominee becomes unavailable for any reason
or if a vacancy should occur before the election (which events are not
anticipated), the shares represented by the enclosed Proxy may be voted for such
other persons as may be determined by the holders of such proxies.
INFORMATION CONCERNING NOMINEES
The information appearing in the following table with respect to principal
occupation and beneficial ownership of Common Stock of the Company has been
furnished to the Company by the nominees.
Ownership is given as of April 19, 1996
<TABLE>
<CAPTION>
Principal Common Percent
Occupation for Director Stock Owner of
Name Age Past Five Yrs. Since Beneficially Class
---- --- -------------- ----- ------------ -----
<S> <C> <C> <C> <C> <C>
Jay L. Schottenstein 41 Chairman of the 1985 342,156 93%*
Board of the shared voting
Company; Chairman & investment
of the Board, power
Schottenstein
Stores
Corporation;
Chairman of the
Board and Chief
Executive Officer,
Value City Department
Store, Inc.
Erwin Lehr 68 President of the 1977 215
Company; President sole voting
of L.F. Widmann, Inc., & investment
a subsidiary of the power
Company
Saul Schottenstein 74 Vice President of 1979 342,156 93%*
the Company; shared voting
President of & investment
Schottenstein Stores power
Corporation; Vice
Chairman of the
Board, Value City
Department Stores, Inc.
Irving Harris 67 A partner in 1979 321
the firm Harris,
Harris, and Field LTD
<PAGE>
<CAPTION>
INFORMATION CONCERNING NOMINEES (CONTINUED)
Principal Common Percent
Occupation for Director Stock Owner of
Name Age Past Five Yrs. Since Beneficially Class
---- --- -------------- ----- ------------ -----
<S> <C> <C> <C> <C> <C>
Ross N. Alfieri 64 Treasurer of the 1965 1,200 .8%
Company; Vice sole voting
President of L.F. & investment
Widmann, Inc., a power
subsidiary of the
Company
Thomas R. Ketteler 53 Secretary of the 1991 342,156 93%
Company; Vice shared voting
President and & investment
Treasurer of power
Schottenstein Stores
Corporation, parent
of the company
All Officers and 343,892
Directors as a Group
</TABLE>
*Saul Schottenstein and Jay L. Schottenstein are each executive officers and
directors of Schottenstein Stores Corporation. All of the stock of
Schottenstein Stores Corporation and Schottenstein Professional Asset
Management Corporation Formerly Jubilee Co., is owned by them and their
immediate families. Schottenstein Stores Corporation owns 64.9% of Value City
Department Stores, Inc., a public company. Thus Saul Schottenstein and Jay L.
Schottenstein may be deemed to be control persons of the Company.
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Mr. Saul Schottenstein is principally employed as Director and President of
Schottenstein Stores Corporation and various other entities owned and controlled
by the Schottenstein Family.
Mr. Jay L. Schottenstein is principally employed as Chairman of the Board
of Schottenstein Stores Corporation since 1992. Prior to that time he was
employed in various executive capacities by Schottenstein Stores Corporation and
its predecessor company since 1976. He is the nephew of Saul Schottenstein.
Mr. Erwin Lehr is President and a Director of the Company, a position he
has held since July 1988. During the preceding five years he has held various
corporate positions with the Company. Mr. Lehr is also the President of the
Company's subsidiary, L.F. Widmann, Inc.
Mr. Ross N. Alfieri has been an officer and director of the Registrant
since 1964. He has been the Treasurer and Chief Financial Officer since 1975. He
is also Vice President of the Company's subsidiary L. F. Widmann, Inc.
Mr. Irving Harris is a member in the law firm of Harris, Harris, and Field
LTD since December 1989. Prior to that time he was a partner in the law firm of
Porter, Wright, Morris and Arthur. He is the brother-in-law of Saul
Schottenstein.
<PAGE>
Mr. Thomas Ketteler has been a Director since 1992 and Secretary of the
Company since July 1990. He is principally employed as Vice President and
Treasurer of Schottenstein Stores Corporation. He is also an officer of
Schottenstein Professional Asset Management Corporation.
Value City Department Stores, Inc., operates licensed departments in the
Company's two discount department stores, for which they pay rentals to the
Company. See "TRANSACTIONS WITH MANAGEMENT," below. The Company's wholly owned
subsidiary L.F. Widmann, Inc., currently operates health and beauty aids
departments in 67 Value City Department Stores.
Three directors and/or officers of the Company are shareholders, directors,
and/or officers of Schottenstein Stores Corporation and Value City Department
Stores, Inc., See Footnote* above.
The Company does not have standing audit, nominating or compensation
committees of the Board of Directors. During its fiscal year ended January 28,
1996 the Board of Directors held three meetings.
INFORMATION CONCERNING EXECUTIVE OFFICERS
Mr. Philip Ganguzza has been Vice President of the Company since 1965 and
is responsible for a wide variety of corporate operations.
Mr. William Saxon has been Vice President of the Company since 1993. He is
also Senior Vice President of L.F. Widmann, Inc., a subsidiary of the Company.
Mr. David A. Rishell has been Assistant Treasurer of the Company since
1993. He is also the Treasurer of L.F. Widmann, Inc., a subsidiary of the
Company, since 1991.
MANAGEMENT COMPENSATION
The following table shows the aggregate cash compensation paid by the
Corporation for the twelve months ended January 28, 1996, to the directors and
officers of the Corporation whose total remuneration exceeded $100,000.00 and
for all officers and directors of the Corporation as a group.
Directors are not compensated for their services.
<TABLE>
<CAPTION>
Name of Individual Capacities in Which Served Cash Compensation
------------------ -------------------------- -----------------
<S> <C> <C>
Erwin Lehr President $217,179
Philip J. Ganguzza Vice President $110,824
William Saxon Vice President $148,257
Ross N. Alfieri Treasurer & Assistant Secretary $188,246
David A. Rishell Assistant Treasurer $127,716
All directors and
officers as a group-
five in number $792,222
</TABLE>
<PAGE>
The Company maintains a Key Executive Supplemental Benefit Plan for key
officers. Under this program the officer will receive a portion of his 1986
salary guaranteed for 15 years, only on retirement, disability, or his
beneficiary, upon his death. The cost to the Company to provide this program
will be recovered through life insurance, which is designated to return the
premiums plus the net cost of the benefit over a period of years. The
Corporation is the sole owner and beneficiary of these policies.
The Company and its subsidiary L.F. Widmann, Inc., formed a defined
contribution retirement plan to cover substantially all of its employees. The
Plan was adopted to comply with the requirements prescribed by the Internal
Revenue Service Section 401(k). The Corporations contributions charged to
operations was $100,000. The Plan provides that employees of the Corporation
required to make applicable matching contributions as prescribed within the
Plan. Corporation contributions to the Plan to the accounts of Messrs. Lehr,
Saxon, Ganguzza, Alfieri and Rishell in a amounts of $6,108 $5,084 $5,101 $6108
and $3946 respectively and to the accounts of all officers as a group in the
amount of $26,347.
TRANSACTIONS WITH MANAGEMENT
Value City Department Stores, Inc., a 64.9% owned subsidiary of
Schottenstein Stores Corporation operate licensed departments selling men's and
women's clothing in the Corporation's two discount department stores. During the
Corporation's 1996 fiscal year $2,347,163 in rentals were paid and accrued to
the Corporation from such licensed departments. Schottenstein Stores
Corporation, owns 93% percent of the outstanding voting stock of the
Corporation. In addition, three directors, and/or officers of the Corporation
are directors and officers and substantial shareholders of Schottenstein Stores
Corporation. See "INFORMATION CONCERNING NOMINEES", above. The Corporation's
wholly owned subsidiary L.F. Widmann, Inc., currently operates health and beauty
aids departments in 67 Value City Department Stores. In the opinion of
Management the terms of those licenses are similar to an no more favorable to
the licensees than licenses which could be obtained form unrelated parties.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Alpern, Rosenthal & Co., as
independent auditors to examine the Company's accounts for the current fiscal
year. Alpern, Rosenthal & Co., also acted in this capacity for the year ended
January 28, 1996.
Although the appointment is not required to be submitted to a vote by
shareholders, the Board continues to believe it appropriate as a matter of
policy, to request that the stockholders ratify the appointment of Alpern,
Rosenthal & Co., as independent auditors for the fiscal year ended January 26,
1997.
It is expected that a representative of Alpern, Rosenthal & Co., will be
present at the 1996 Annual Meeting of Stockholders of the Company.
If the resolution to ratify the appointment of auditors is defeated, the
Board of Directors of the Company will be governed by the decision of the
stockholders and will select other auditors for the current fiscal year.
<PAGE>
STOCKHOLDERS PROPOSALS
Stockholder proposals for action at the 1997 Annual Meeting must be
submitted in writing prior to April 1, 1997 to Ross N. Alfieri, Assistant
Secretary, The Valley Fair Corporation, 260 Bergen Turnpike, Little Ferry, New
Jersey 07643.
ANNUAL REPORT
The Annual Report of the Company and its subsidiary for the 52 weeks ended
January 28, 1996 including financial statements, is being sent concurrently to
stockholders but is not to be considered a part of the proxy solicitation
material.
OTHER MATTERS
The management does not know of any other matter which may come before the
meeting. However, if any other matters are properly presented to the meeting, it
is the intention of the persons named in the accompanying Proxy to vote, or
otherwise act, in accordance with their judgement in such matters.
THE VALLEY FAIR CORPORATION
ERWIN LEHR
President
<PAGE>
THE VALLEY FAIR CORPORATION
260 BERGEN TURNPIKE, LITTLE FERRY , NEW JERSEY 07643
PROXY for Annual Meeting of Shareholders, June 26, 1996
SHARES______________________________________
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Dated__________________________________,1996
Please sign exactly as your name or names
appear hereon, (both names should be signed
if jointly held) and when signing as
attorney, executor, administrator, trustee
or guardian, give your full title as such.
If the signatory is a corporation, the
handwritten signature and title of an
authorized officer is required, together
with full corporate name. If a partnership,
please sign in partnership name by
authorized person.
PLEASE SPECIFY YOUR CHOICE, DATE, SIGN AND MAIL
THIS PROXY PROMPTLY
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE VALLEY FAIR CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, JUNE 26, 1996
The undersigned, revoking all prior proxies, hereby appoints Ross N. Alfieri and
Erwin Lehr, or either of them with power of substitution, attorneys and proxies
to represent the undersigned at the Annual Meeting of Shareholders of The Valley
Fair Corporation to be held June 26, 1996 and, at any adjournment thereof, with
all power which the undersigned would possess if personally present, and to vote
all shares of stock which the undersigned may be entitled to vote at said
meeting, (a) upon the following proposals more fully described in the Notice and
Proxy Statement, both dated May 20, 1996, for the Annual Meeting (receipt
whereof is hereby acknowledged) in accordance with the following instructions:
1. Election of Directors ( ) FOR all nominees listed below
(except as marked to the
contrary below).
( ) WITHHOLD AUTHORITY to vote for
all nominees listed below.
JAY L. SCHOTTENSTEIN, SAUL SCHOTTENSTEIN, ERWIN LEHR,
ROSS N. ALFIERI, IRVING HARRIS, THOMAS R. KETTELER.
(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. To transact such other business as may properly come before
the meeting.
( )FOR ( )AGAINST ( )ABSTAIN
and (b) with discretionary authority upon any such other matters that may
properly come before the meeting. Shares will be voted as specified. If no
specification is made above, shares will be voted FOR proposals number 1 and 2.
The Board of Directors of the Company favors a vote "FOR" the proposals listed
above.
Please sign and date this proxy on reverse side and return it in the enclosed
envelope.
