<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
International Home Foods, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
INTERNATIONAL HOME FOODS, INC.
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, MAY 5, 1999
To the Stockholders:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of International Home Foods, Inc. (the "Company") on Wednesday, May 5, 1999, at
2:00 p.m., local time, at The Madison Hotel, One Convent Road, Morristown, New
Jersey. The meeting will be held for the following purposes:
(1) To elect three directors as Class II directors of the Company, each to
serve for a three-year term ending at the Annual Meeting of
stockholders in 2002 and until their successors are duly elected and
qualified or their earlier resignation or removal;
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for fiscal 1999; and
(3) To transact any other business that may properly come before the
meeting.
This notice is accompanied by a form of proxy, a Proxy Statement and the
Company's 1998 Annual Report to stockholders. These items of business are more
fully described in the Proxy Statement.
The close of business on March 17, 1999, has been fixed as the record date
to determine stockholders entitled to receive notice of and to vote at the
Annual Meeting and any adjournments. A list of stockholders entitled to vote at
the Annual Meeting will be available for inspection by any stockholder for any
purpose germane to the meeting during ordinary business hours for ten days
before the meeting at the Company's offices at the address on this notice and at
the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE PROXY CARD TO ENSURE YOUR REPRESENTATION AT THE MEETING. A
return envelope is enclosed for that purpose. You may revoke your proxy at any
time before the shares to which it relates are voted at the Annual Meeting, and
you may still vote in person if you attend the Annual Meeting. Please note,
however, that if your shares are held in the name of a broker, bank or other
nominee and you wish to vote in attendance at the Annual Meeting, you must
obtain a proxy issued in your name from that broker, bank or other nominee.
By Order of the Board of Directors,
C. Dean Metropoulos
Chairman of the Board and Chief
Executive Officer
Parsippany, New Jersey
March 30, 1999
<PAGE> 3
INTERNATIONAL HOME FOODS, INC.
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
The Board of Directors of International Home Foods, Inc. (the "Company")
requests your Proxy for use at the Annual Meeting of Stockholders to be held on
Wednesday, May 5, 1999, at 2:00 p.m., local time, at The Madison Hotel, One
Convent Road, Morristown, New Jersey, and at any adjournments thereof. By
signing and returning the enclosed Proxy, you authorize the persons named on the
Proxy to represent you and vote your shares at the Annual Meeting. This Proxy
Statement and Proxy are being first mailed or given to stockholders of the
Company on or about March 30, 1999.
If you attend the Annual Meeting, you may vote in person. If you are not
present at the Annual Meeting, your shares can be voted only if you have
returned a properly signed Proxy or are represented by another proxy. You may
revoke the enclosed Proxy at any time before it is exercised at the Annual
Meeting by (a) signing and submitting a later dated proxy to the Secretary of
the Company, (b) written notice of revocation to the Secretary of the Company,
or (c) voting in person at the Annual Meeting.
VOTING AND QUORUM
The only outstanding voting security of the Company is its common stock,
par value $.01 per share ("Common Stock"). On March 17, 1999, the record date
for the Annual Meeting, there were 73,358,160 shares of Common Stock outstanding
and entitled to be voted at the Annual Meeting.
Each share of Common Stock outstanding on the record date is entitled to
one vote. The presence in person or by proxy of a majority of the shares of
Common Stock outstanding on the record date is required to constitute a quorum
at the Annual Meeting. If a quorum is not present, the stockholders entitled to
vote who are present in person or represented by proxy at the Annual Meeting
have the power to adjourn the Annual Meeting from time to time, without notice
other than an announcement at the Annual Meeting, until a quorum is present. At
any adjourned Annual Meeting at which a quorum is present, any business may be
transacted that might have been transacted at the Annual Meeting as originally
notified. Abstentions and broker non-votes will count in determining if a quorum
is present at the Annual Meeting. A broker non-vote occurs if a broker or other
nominee does not have discretionary authority and has not received instructions
with respect to a particular item.
Proxies in the accompanying form that are properly signed and returned will
be voted at the Annual Meeting in accordance with the instructions on the Proxy.
Any properly executed Proxy on which no contrary instructions have been
indicated about a proposal will be voted as follows with respect to the
proposal: FOR the election of the three persons named in this Proxy Statement as
the Board of Directors' nominees for election to the Board of Directors; FOR
ratification of the selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for 1999; and in accordance with the discretion of the
holders of the Proxy with respect to any other business that properly comes
before the stockholders at the Annual Meeting. The Board of Directors knows of
no matters, other than those previously stated, to be presented for
consideration at the Annual Meeting. The persons named in the accompanying Proxy
may also, at their discretion, vote the Proxy to adjourn the Annual Meeting from
time to time.
<PAGE> 4
PROPOSAL ONE -- ELECTION OF DIRECTORS
The members of the Company's Board of Directors are divided into three
classes serving staggered three-year terms. The terms of Class II directors
expire at this Annual Meeting. Three directors are to be elected as Class II
directors at this Annual Meeting.
The Board of Directors has designated Michael J. Cramer, Michael J. Levitt
and M. L. Lowenkron as nominees for election as Class II directors of the
Company at the Annual Meeting. If elected, each nominee for Class II director
will serve until expiration of his term at the 2002 Annual Meeting of
stockholders and until his successor is elected and qualified. Each nominee is
currently a director of the Company. For information about each nominee, see
"Directors and Executive Officers."
The Board of Directors has no reason to believe that any of its nominees
will be unable or unwilling to serve if elected. If a nominee becomes unable or
unwilling to serve, your Proxy will be voted for the election of a substitute
nominee recommended by the current Board of Directors, or the number of the
Company's directors will be reduced.
The election of directors requires the affirmative vote of a plurality of
the shares of Common Stock present or represented by proxy and entitled to vote
at the Annual Meeting. Accordingly, abstentions and broker non-votes will not
have any effect on the election of a particular director.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF
EACH OF THESE NOMINEES.
PROPOSAL TWO -- SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent accountants for 1999. PricewaterhouseCoopers LLP has
served as the Company's independent accountants since December 1996. The Company
expects that representatives of PricewaterhouseCoopers LLP will be present at
the Annual Meeting to respond to appropriate questions and will have an
opportunity to make a statement if they desire to do so.
Ratification of the selection of PricewaterhouseCoopers LLP as the
Company's independent accountants requires the affirmative vote of a majority of
the shares of Common Stock present or represented by proxy and entitled to vote
at the Annual Meeting. Accordingly, an abstention will have the same effect as a
vote against the ratification of the selection of PricewaterhouseCoopers LLP.
Broker non-votes will not have any effect on approval of the ratification of the
selection of PricewaterhouseCoopers LLP. If the independent accountants are not
ratified, the Board of Directors will consider the appointment of other
independent accountants. The Board of Directors may terminate the appointment of
PricewaterhouseCoopers LLP as independent accountants without the approval of
the Company's stockholders whenever the Board of Directors deems termination
necessary or appropriate.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS.
2
<PAGE> 5
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information concerning the directors and
executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
C. Dean Metropoulos........... 52 Chairman of the Board and Chief Executive Officer
N. Michael Dion............... 41 Senior Vice President and Chief Financial Officer
M. Kelley Maggs............... 47 Senior Vice President, Secretary and General Counsel
Lynne M. Misericordia......... 35 Treasurer
Michael J. Cramer............. 46 Director
Thomas O. Hicks............... 53 Director
L. Hollis Jones............... 44 Director
Michael J. Levitt............. 40 Director
M. L. Lowenkron............... 67 Director
John R. Muse.................. 48 Director
Roger T. Staubach............. 57 Director
Charles W. Tate............... 54 Director
</TABLE>
The Board of Directors is divided into three classes. Directors of each
class are elected for three-year terms, with the terms of the three classes
staggered so that directors from a single class are elected at each Annual
Meeting of stockholders. Messrs. Jones, Muse and Staubach are Class I directors
whose terms of office expire at the Annual Meeting of stockholders in 2001;
Messrs. Cramer, Levitt and Lowenkron are Class II directors whose terms of
office expire at this Annual Meeting; and Messrs. Hicks, Tate and Metropoulos
are Class III directors whose terms of office expire at the Annual Meeting of
stockholders in 2000.
Executive officers are generally appointed by the Board of Directors to
serve, subject to the discretion of the Board of Directors, until their
successors are appointed. A brief biography of each director and executive
officer follows:
C. Dean Metropoulos has served as Chairman of the Board of Directors and
Chief Executive Officer of the Company since November 1996. Mr. Metropoulos is
also the Chairman of the Board and Chief Executive Officer of C. Dean
Metropoulos & Co., a management services company, and served as Chairman and
Chief Executive Officer of The Morningstar Group, Inc. from 1994 through
November 1997. From 1983 through 1993, Mr. Metropoulos served as President and
Chief Executive Officer of Stella Foods, Inc. Prior to 1983, Mr. Metropoulos
served in several executive positions with GTE Corporation, including Vice
President and General Manager-Europe, and Vice President and Controller-GTE
International. Mr. Metropoulos also serves as a director of LIN Television Corp.
N. Michael Dion joined the Company as a Senior Vice President and its Chief
Financial Officer in December 1996. Prior to joining the Company, Mr. Dion
served as the Vice President of Finance for C. Dean Metropoulos & Co. and for
LBI Holdings, Inc., a Connecticut based baking company. Prior to joining C. Dean
Metropoulos & Co., Mr. Dion was the Vice President of Finance for Stella Foods,
Inc. from 1990 through December 1994. Mr. Dion is a Certified Public Accountant
and holds a B.S. in Business Administration and Finance and Accounting from the
University of Vermont.
M. Kelley Maggs joined the Company as Senior Vice President and General
Counsel in November 1996. Prior to joining the Company, Mr. Maggs served as Vice
President, Secretary and General Counsel for Stella Foods, Inc. from 1993
through 1996. Before joining Stella he was in private law practice from 1979
through 1993. Mr. Maggs holds a B.A. from Niagara University and a J.D. from
George Mason University.
Lynne M. Misericordia has held several positions since joining the Company
in August 1985, and was named Treasurer of the Company in November 1996. Ms.
Misericordia received her B.A. from Babson College.
3
<PAGE> 6
Michael J. Cramer has been a Director of the Company since July 1998. Prior
to becoming a Director, Mr. Cramer held various positions with the Company, most
recently as a Vice President and Assistant Secretary. Mr. Cramer also served as
Executive Vice President and General Counsel of C. Dean Metropoulos & Co. from
1994 through June 1997, and, in connection therewith, served as Executive Vice
President and General Counsel of The Morningstar Group, Inc. from June 1994
through November 1997. Prior to 1994, Mr. Cramer was Executive Vice President of
Administration and General Counsel of Stella Foods, Inc. He presently is Chief
Operating Officer of Southwest Sports Group, Inc.
Thomas O. Hicks has been a Director of the Company since November 1996. Mr.
Hicks has been Chairman and Chief Executive Officer of Hicks, Muse, Tate & Furst
Incorporated ("Hicks Muse"), a private investment firm specializing in
acquisitions, recapitalizations and other principal investing activities, since
co-founding the firm in 1989. Prior to forming Hicks Muse, Mr. Hicks co-founded
Hicks & Haas Incorporated in 1983 and served as its Co-Chairman and Co-Chief
Executive Officer through 1989. Mr. Hicks also serves as a director of several
portfolio companies in which Hicks Muse has invested, including Capstar
Broadcasting Corp., CEI Citicorp Holdings, S.A., Chancellor Media Corp.,
Cooperative Computing, Inc./Triad, Coregroup Limited, Grupo MVS, S.A. de C.V.,
Home Interiors & Gifts, Inc., LIN Television Corp., Olympus Real Estate
Corporation, Regal Cinemas, Inc., Triton Energy Limited and Viasystems Group
Inc., and of Neodata Services and Sybron International Corporation. Mr. Hicks is
also Vice Chairman of the Board of Regents of the University of Texas System and
serves as Chairman of the University of Texas Investment Management Company. Mr.
Hicks is also the Chairman of the Board and owner of both the Dallas Stars
Hockey Club, a member of the National Hockey League and the Texas Rangers
baseball team, a member of Major League Baseball.
L. Hollis Jones has been a Director of the Company since January 1997. From
August 1995 until January 1996, Mr. Jones served as Executive Vice President and
Chief Operating Officer of The Morningstar Group, Inc. From January 1996 until
November 1997, Mr. Jones served as President and Chief Operating Officer of The
Morningstar Group, Inc., and from November 1997 through February 1998, Mr. Jones
held the same positions with Suiza Foods Corp., Morningstar's successor. From
January 1994 until July 1995, Mr. Jones was President of his own management
consulting firm. From February 1983 until forming his management consulting
firm, Mr. Jones held various positions of increasing responsibility at Campbell
Taggart, Inc., a subsidiary of Anheuser-Busch, including Vice President-General
Manager of its bakery division from June 1992 to January 1994 and President of
its diversified division from June 1991 to June 1992.
Michael J. Levitt has been a Director of the Company since November 1996.
Mr. Levitt is a Managing Director and Principal of Hicks Muse. Before joining
Hicks Muse, Mr. Levitt was a Managing Director and Deputy Head of Investment
Banking with Smith Barney Inc. from 1993 through 1995. From 1986 through 1993,
Mr. Levitt was with Morgan Stanley & Co. Incorporated, most recently as a
Managing Director responsible for the New York based Financial Entrepreneurs
Group. Mr. Levitt also serves as a director of several portfolio companies in
which Hicks Muse has invested, including Capstar Broadcasting Corp., Chancellor
Media Corp., Grupo MVS, S.A. de C.V., LIN Television Corp., Regal Cinemas, Inc.,
and Sunrise Television Corp.
M. L. Lowenkron has been a Director of the Company since November 1996.
From January 1995 through June 1996, Mr. Lowenkron served as President and Chief
Executive Officer of G. Heileman Brewing Co. Mr. Lowenkron served as Chairman of
the Board and Chief Executive Officer of A&W Brands, Inc. from December 1991 to
October 1993, and served as President of A&W and its predecessors from 1980 to
December 1991. Mr. Lowenkron also serves as Chairman of the Board Easter Seals.
John R. Muse has been a director of the Company since March 1998. Mr. Muse
is a Managing Director and Principal of Hicks Muse. Before joining Hicks Muse in
1989, Mr. Muse was with Prudential Securities, heading its investment/merchant
banking activities for the Southwest region of the United States. Prior to
joining Prudential Securities, from 1980 to 1984, Mr. Muse served as a Senior
Vice President and Director of Schneider, Bemet & Hickman, Inc. and was
responsible for its investment banking activities. Mr. Muse serves as a director
of several portfolio companies in which Hicks Muse has invested, including Arena
Brands Holding Corp., Arnold Palmer Golf Management Co., Glass's Information
Services, Olympus Real Estate
4
<PAGE> 7
Corporation, Regal Cinemas, Inc. and Sunrise Television Corp., and of Suiza
Foods Corporation. Mr. Muse also serves as a director of the Southern Methodist
University Edwin L. Cox School of Business.
Roger T. Staubach has been a Director of the Company since November 1996.
Since 1983, Mr. Staubach has served as the Chairman and Chief Executive Officer
of The Staubach Company, a diversified commercial real estate company. Mr.
Staubach also serves as a director of Brinker International, and as a trustee of
American AAdvantage Funds.
Charles W. Tate has been a Director of the Company since November 1996. Mr.
Tate is President of Hicks Muse, which he joined as Managing Director and
Principal in 1991. Prior to that date, Mr. Tate was with Morgan Stanley & Co.
Incorporated from 1972 where he was Managing Director in its Mergers and
Acquisitions Department and also served as Managing Director in the Merchant
Banking Division from 1988 to 1991. Prior to joining Morgan Stanley & Co. Mr.
Tate was employed by Bank of America in New York from 1968 to 1971. Mr. Tate
also serves as a director of Daehnfeldt, Intercable, International Outdoor
Advertising, International Wire Group, Inc., Seguros Comercial America, S.A. de
C.V. and Vidro Formas, S.A. de C.V. and of International Seed Holdings ApS and
Venezuela Cable Service Holdings, Ltd. Mr. Tate received his B.B.A. from the
University of Texas in 1968 and his M.B.A. from the Columbia University Graduate
School of Business in 1972.
MEETINGS AND COMMITTEES OF DIRECTORS
The Board of Directors held 4 meetings during 1998. No director attended
fewer than 75% of these meetings.
The Board of Directors has three standing committees: the executive
committee, the audit committee and the compensation committee. The executive
committee, which did not meet separately from the full Board during 1998, is
authorized to exercise the powers of the Board of Directors during the intervals
between meetings of the Board of Directors and is from time to time delegated
certain authority in matters pertaining to the Company. The audit committee,
which met one time during 1998, recommends to the Board of Directors the
engagement of the Company's independent accountants and reviews the plans for,
and the results and scope of, the annual auditing engagement. The compensation
committee, which met three times during 1998, determines the compensation of
executive officers, including bonuses, and administers the Company's 1997 Stock
Option Plan (the "Stock Option Plan"). The executive committee consists of
Messrs. Metropoulos and Tate. The audit committee consists of Messrs. Staubach,
Levitt, Lowenkron and Jones. The compensation committee consists of Messrs.
Tate, Lowenkron and Staubach. No director attended fewer than 75% of the
meetings of committees of the Board of Directors on which he served during 1998.
5
<PAGE> 8
MANAGEMENT COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table. The following table summarizes the compensation
earned during each of the last three fiscal years to (i) the Company's Chief
Executive Officer, (ii) the Company's executive officers other than the Chief
Executive Officer, who were serving as executive officers at the end of 1998 and
(iii) one person who would have been one of the Company's four most highly
compensated executive officers other than the Chief Executive Officer had he
been an executive officer at the end of 1998 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
----------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(l)
--------------------------- ---- ---------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
C. Dean Metropoulos................................. 1998 $1,816,019 $1,800,000 1,000,000 $ 9,200
Chief Executive Officer 1997 1,150,544 1,375,000 164,777 500,000
1996 150,000 -- 3,518,342 --
N. Michael Dion..................................... 1998 $ 240,710 $ 120,000 -- $ 12,400
Senior Vice President and Chief Financial Officer 1997 239,473 120,000 93,822 38,733
1996 23,446 -- -- 1,571
M. Kelley Maggs..................................... 1998 $ 170,792 $ 65,000 -- $ 8,600
Senior Vice President, Secretary and General 1997 199,657 70,250 75,057 55,845
Counsel 1996 42,154 -- -- 775
Lynne Misericordia.................................. 1998 $ 127,495 $ 45,000 25,000 $ 7,768
Treasurer 1997 106,615 50,000 37,528 6,610
1996 81,780 40,000 -- 7,024
John H. Bess(2)..................................... 1998 $ 227,799 -- -- $198,629
Formerly President and Chief Operating Officer 1997 100,492 $ 55,000 469,112 25,086
1996 -- -- -- --
</TABLE>
- ---------------
(1) Messrs. Dion and Bess were reimbursed moving expenses during 1998 of $2,000
and $21,808, respectively. Mr. Bess received $100,000 in severance payments
and $66,928 in proceeds from the exercise of non-qualified stock options
during 1998. Messrs. Metropoulos, Bess, Dion and Maggs were reimbursed
moving expenses during 1997 of $500,000, $20,591, $28,844 and $48,399
respectively. Ms. Misericordia was reimbursed moving expenses during 1996 in
the amount of $6,090. The remainder of the amounts shown as All Other
Compensation represent employer contributions to savings and retirement
plans.
(2) Mr. Bess resigned from the Company effective September 5, 1998.
6
<PAGE> 9
Option Grants in 1998. The following table sets forth information regarding
the Stock option grants the Company made to the Named Executive Officers during
1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS DATE OF PRICE APPRECIATION FOR
UNDERLYING GRANTED TO GRANT OPTION TERM(1)
OPTIONS EMPLOYEES EXERCISE MARKET EXPIRATION ------------------------
GRANTED IN 1998 PRICE PRICE DATE 5% 10%
---------- ---------- -------- ------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
C. Dean Metropoulos............... 1,000,000 41.20% $20.00 $19.88 12/2/08 $3,311,220 $22,608,177
N. Michael Dion................... -- -- -- -- -- -- --
M. Kelley Maggs................... -- -- -- -- -- -- --
Lynne Misericordia................ 25,000 1.03% 19.88 19.88 12/2/08 312,482 791,891
John H. Bess...................... -- -- -- -- -- -- --
</TABLE>
- ---------------
(1) Amounts represent hypothetical gains that could be achieved for the options
if they are exercised at the end of the option term. Those gains are based
on assumed rates of stock price appreciation of 5% and 10% compounded
annually from the date the option was granted through the expiration date.
Option Exercises and Fiscal Year End Values. The following table provides
information about the number and value of options held by the Named Executive
Officers at December 31, 1998.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS AT
SHARES OPTIONS AT YEAR-END YEAR-END(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. Dean Metropoulos................. -- -- 1,853,581(2) 1,000,000 $18,363,336 --
N. Michael Dion..................... -- -- 31,274 62,548 361,058 $722,117
M. Kelley Maggs..................... -- -- 25,019 50,038 288,844 577,689
Lynne Misericordia.................. -- -- 12,510 50,018 144,428 288,833
John H. Bess........................ 11,000 $66,928 19,000 -- 118,085 --
</TABLE>
- ---------------
(1) Value based on the December 31, 1998 closing price of the Common Stock on
the New York Stock Exchange of $16.88 per share.
(2) Excludes 1,829,538 shares held of record by an irrevocable trust whose
trustee is an independent third party and whose beneficiaries are Mr.
Metropoulos' children.
COMPENSATION OF DIRECTORS
Directors who are officers, employees or otherwise affiliates of the
Company do not receive compensation for their services as directors.
Non-employee directors receive an annual retainer of $24,000, plus $3,000 for
attending each meeting of the Board of Directors, and $1,000 for attending each
committee meeting. Directors of the Company are entitled to reimbursement of
their reasonable out-of-pocket expenses in connection with their attendance at
meetings of the board of directors or committees thereof. In connection with
their appointment as directors, Messrs. Lowenkron, Staubach and Jones were
granted non-qualified stock options under the Stock Option Plan to purchase
18,764, 18,764 and 1,906 shares of Common Stock. These options are exercisable
for $5.33 per share, the fair market value of the Common Stock on the date of
grant and are fully vested and expire 10 years from date of grant.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Hicks Muse and C. Dean Metropoulos have established an exclusive
relationship to pursue acquisitions of food companies that Mr. Metropoulos will
manage. Pursuant to an arrangement with Hicks Muse,
7
<PAGE> 10
Mr. Metropoulos is compensated for his services directly by the companies he
manages. Effective February 22, 1999, the Company entered into a three year
employment agreement with Mr. Metropoulos pursuant to which Mr. Metropoulos
receives from the Company annual compensation for his services of $2,600,000 and
is entitled to receive an annual bonus of up to $1,000,000. The employment
agreement provides that upon termination of Mr. Metropoulos without cause or
following a change in control, or upon his death or disability, Mr. Metropoulos
or his estate is entitled to a severance payment equal to the greater of (i) one
and one half times his annual salary and bonus at the time of termination or
(ii) the amount of salary and bonus he would have earned during the remainder of
the first three years of the agreement at the time of termination. In addition
to his annual compensation, Mr. Metropoulos receives an equity position,
typically in the form of stock options, in the Hicks Muse companies he manages.
Since the Company was acquired by Hicks Muse in November 1996 (see "Certain
Relationships and Related Transactions -- IHF Acquisition and Related
Agreements"), Mr. Metropoulos has been granted options to acquire 4,683,119
shares of Common Stock at a weighted average exercise price of $9.53 per share.
OTHER MANAGEMENT EMPLOYMENT AGREEMENTS
Effective October 23, 1998, the Company entered into an employment
agreement with N. Michael Dion. The agreement, which has a five-year term,
provides for an annual salary of not less than $240,000 per year and
contemplates an annual bonus in an amount determined by the Company. In the
event that Mr. Dion's employment with the Company is terminated without cause or
following a change in control, the agreement entitles Mr. Dion to a severance
payment equal to one and one half times his annual salary and bonus at the time
of termination.
STOCK OPTION PLAN
The Stock Option Plan gives key employees of the Company and certain other
individuals who are responsible for the continued growth of the Company an
opportunity to acquire a proprietary interest in the Company, and thus to create
in such persons an increased interest in and a greater concern for the welfare
of the Company. The Stock Option Plan provides for the grant of options to
acquire up to 13,444,021 shares of Common Stock. Grants of stock options with
respect to 9,063,669 shares of Common Stock have been made under the Stock
Option Plan.
The Stock Option Plan is administered by the Company's compensation
committee, which is currently comprised of Messrs. Tate, Lowenkron and Staubach.
The compensation committee has authority, subject to the terms of the Stock
Option Plan (including the formula grant provisions and the provisions relating
to incentive stock options contained therein), to determine when and to whom to
make grants or awards under the Stock Option Plan, the number of shares to be
covered by the grants or awards, the types and terms of the grants and awards,
and the exercise price of stock options. Moreover, the compensation committee
will have the authority, subject to the provisions of the Stock Option Plan, to
establish such rules and regulations as it deems necessary for the proper
administration of the Stock Option Plan and to make such determinations and
interpretations and to take such action in connection with the Stock Option Plan
and any grants and awards thereunder as it deems necessary or advisable. The
compensation committee's determinations and interpretations under the Stock
Option Plan are final, binding and conclusive on all participants and need not
be uniform and may be made by the compensation committee selectively among
persons who receive, or are eligible to receive, grants and awards and awards
under the Stock Option Plan.
Grants of "incentive stock options" within the meaning of section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and non-qualified
stock options (options which do not qualify under section 422 of the Code) may
be made under the Stock Option Plan to key employees. Grants of non-qualified
stock options may be made to eligible non-employees (as defined in the Stock
Option Plan).
The exercise price per share of Common stock under each option is fixed on
the date of grant; provided, however, that the exercise price of an incentive
stock option granted to a person who, at the time of grant, owns shares of the
Company which possessing more than 10% of the total combined voting power of all
classes of stock of the Company may not be less than 110% of the fair market
value of a share of Common Stock on
8
<PAGE> 11
the date of grant. No option is exercisable after the expiration of ten years
from the date of grant, unless, as to any non-qualified stock option, otherwise
expressly provided in the option agreement; provided, however, that no incentive
stock option granted to a person who, at the time of grant, owns stock of the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company is exercisable after the expiration of five
years from the date of grant.
In the event of a change of control or sale of the Company, all outstanding
stock options may, subject to the sole discretion of the compensation committee,
become exercisable in full at such time or times as the compensation committee
may determine. Each stock option accelerated by the compensation committee would
terminate on such date (not later than the stated exercise date) as the
compensation committee determines.
Unless an option or other agreement provides otherwise, upon the death of
an optionee (or upon the termination of an optionee because of such optionee's
disability), the person who acquires the right to exercise the option of such
optionee (or the optionee in the case of disability) must exercise such option
within 180 days after the date of death (or termination in the case in
disability), unless a longer period is expressly provided in such incentive
stock option or a shorter period is established by the compensation committee,
but in no event after the expiration date of such option. Unless an option or
other agreement provides otherwise, following an optionee's termination of
employment for cause, all stock options held by such optionee will immediately
be canceled as of the date of termination of employment. Following an optionee's
termination of employment other than for cause, such optionee must exercise his
stock option within 30 days after the date of such termination, unless a longer
period is expressly provided in such stock option or a shorter period is
established by the compensation committee, provided that no incentive stock
option shall be exercisable more than three months after such termination.
The option exercise price may be paid in cash, or, at the discretion of the
compensation committee, by the delivery of shares of Common Stock then owned by
the participant, or by a combination of these methods. Also, at the discretion
of the compensation committee, payment may be made by delivering a properly
executed exercise notice to the Company together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds to pay the exercise price.
Except as otherwise expressly provided in any non-qualified stock option,
stock options may be transferred by a participant only by will or by the laws of
descent and distribution and may be exercised only by the participant during his
lifetime.
RETIREMENT PLANS
The Company sponsors various retirement plans for substantially all of its
employees. In addition, the Company also sponsors a Section 401(k) defined
contribution plan for all non-union employees.
LIMITATIONS OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Amended and Restated Certificate of Incorporation provides
that no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as a
director, except for liability (i) for any breach of the directors' duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock redemptions
or purchases or (iv) for any transaction from which the director derived an
improper personal benefit. The effect of these provisions is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of fiduciary duty as a director (including breaches resulting from
grossly negligent behavior), except in the situations described above.
The Company has entered into indemnification agreements with each of its
directors and executive officers under which the Company will indemnify the
director or officer to the fullest extent permitted by law, if the director or
officer becomes a party to or witness or other participant in any threatened,
pending or
9
<PAGE> 12
completed action, suit or proceeding (a "Claim") by reason of any occurrence
related to the fact that the person is or was a director, officer, employee,
agent or fiduciary of the Company or a subsidiary of the Company or another
entity at the Company's request (an "Indemnifiable Event"), unless a reviewing
party (either outside counsel or a committee appointed by the Board of
Directors) determines that the person would not be entitled to indemnification
under applicable law. In addition, if a change in control or a potential change
in control of the Company occurs and if the person indemnified so requests, the
Company will establish a trust for the benefit of the indemnitee and fund the
trust in an amount sufficient to satisfy all expenses reasonably anticipated at
the time of the request to be incurred in connection with any Claim relating to
an Indemnifiable Event. The reviewing party will determine the amount deposited
in the trust. An indemnitee's rights under his indemnification agreement will
not be exclusive of any other rights under the Company's Amended and Restated
Certificate of Incorporation or Amended and Restated By-laws or applicable law.
The Company believes that these provisions and agreements will assist the
Company in attracting and retaining qualified individuals to serve as directors
and officers.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The Company's executive compensation program is designed to help the
Company attract, motivate and retain the individuals that the Company needs to
maximize its return to stockholders. To meet this overall objective, the Company
provides compensation opportunities and incentive award payments based on
Company and individual performance. The primary components of the compensation
program are base salary, an annual cash bonus based on individual and Company
performance and a long-term opportunity to participate in increased stockholder
value through grants of stock options. Through the grant of stock options, the
Company attempts to provide each of its executives with a compensation package
that provides an opportunity to achieve total compensation above industry
averages for exceptional performance.
The compensation committee of the Board of Directors is comprised solely of
non-employee directors. The compensation committee reviews and approves
executive compensation. The compensation committee also administers the Stock
Option Plan with respect to executive officers, although grants with respect to
executive officers are approved by the full Board. The compensation committee
believes that stock options are a superior incentive to motivate key employees
to act in the best interests of stockholders. While many publicly-held companies
have multiple long-term incentive plans, frequently including cash, stock
appreciation rights, stock options and restricted stock, or combinations
thereof, stock options are the only continuing long-term incentive that the
Company's executive officers receive.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Hicks Muse and C. Dean Metropoulos have established an exclusive
relationship to pursue acquisitions of food companies that Mr. Metropoulos
manages. Pursuant to this relationship, Mr. Metropoulos is compensated for his
services directly by the companies he manages. Mr. Metropoulos also receives an
equity position, typically in the form of stock options, in these companies.
Presently, International Home Foods is the only Hicks Muse company under the
management of Mr. Metropoulos.
The Company was acquired by Hicks Muse and Mr. Metropoulos was appointed as
Chief Executive Officer in November 1996. Since that time, the Company has grown
substantially. Nine businesses have subsequently been acquired and successfully
integrated under Mr. Metropoulos' direction, including three during 1998 and one
in the first quarter of 1999. These acquisitions have added mass critical to
more efficient utilization of the Company's assets and have enhanced the
Company's position in many strategic markets. The Company's net sales, which
were $1,222 million in 1997, grew to $1,700 million in 1998.
While overseeing the Company's aggressive growth, Mr. Metropoulos has also
led constant efforts to eliminate waste and reduce spending at every level.
Significantly, during 1998 the Company implemented a restructuring plan that
includes closing two manufacturing plants and consolidating numerous
distribution
10
<PAGE> 13
centers. The benefits of these and other measures undertaken are apparent.
During 1998, the Company's fully diluted earnings per share (excluding one-time
restructuring charges associated with the plant closings) increased steadily
from $.24 during the first quarter to $.33 during the fourth quarter.
As a result of Mr. Metropoulos' central leadership in the Company's recent
growth and performance, Mr. Metropoulos was paid a bonus for 1998 equal to his
salary of $1,800,000. Further, effective February 22, 1999, Mr. Metropoulos was
given a three year employment agreement that entitles him to an annual salary of
$2,600,000 and an annual bonus of up to $1,000,000. Mr. Metropoulos was also
granted stock options during December 1998 to acquire 1,000,000 shares of Common
Stock at an exercise price of $20.00 per share. These options only become
exercisable, however, if the market value of the Common Stock experiences
significant appreciation. The options become exercisable in installments based
upon the Common Stock's attaining market values that range from $24.00 to $35.00
per share. These represent the only options that Mr. Metropoulos has been
granted since the Company completed its initial public offering in November
1997.
COMPENSATION COMMITTEE
Charles W. Tate
M. L. Lowenkron
Roger T. Staubach
11
<PAGE> 14
PERFORMANCE GRAPH
The Performance Graph compares the cumulative total return of the Company,
the NYSE Stock Market Index (United States companies) and the NYSE Food and
Kindred Products Index (United States companies). The graph assumes that $100
was invested in the stock or the index on November 19, 1997, the date of the
Company's initial inclusion on the New York Stock Exchange, and also assumes
reinvestment of dividends. Historical stock price performance is not necessarily
indicative of future stock price performance.
INTERNATIONAL HOME FOODS, INC.
COMPARATIVE TOTAL RETURNS
NOVEMBER 19, 1997 THROUGH DECEMBER 31, 1998
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
NYSE
STOCKS (SIC
2000-2099
US
COMPANIES)
INTERNATIONAL NYSE STOCK FOOD AND
MEASUREMENT PERIOD HOME FOODS, MARKET (US KINDRED
(FISCAL YEAR COVERED) INC. COMPANIES) PRODUCTS
<S> <C> <C> <C>
11/19/97 100 100 100
12/31/97 124.4 103.7 105.0
03/31/98 147.8 116.8 115.8
06/30/98 101.1 118.7 117.7
09/30/98 60.0 104.5 93.5
12/31/98 75.0 124.5 109.2
1997
1998
</TABLE>
- ---------------
(1) Based upon stock price of $20.00 per share, the initial public offering
price per share of the Common Stock.
As of March 17, 1999, the closing price of the Company's Common Stock on
the New York Stock Exchange was $15.00 per share.
12
<PAGE> 15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the shares of the Company's Common Stock as of March 10, 1999, by
(i) each person the Company knows to be the beneficial owner of 5% or more of
the outstanding shares of Common Stock, (ii) each Named Executive Officer, (iii)
each director of the Company, and (iv) all executive officers and directors of
the Company as a group. Except as indicated in the footnotes to the table, the
Company believes that the persons named in the table have sole voting and
investment power with respect to the shares of Common Stock indicated.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OWNED OWNED(1)
---------------- ------------ ------------
<S> <C> <C>
Hicks Muse Parties(2)....................................... 43,025,012 58.7%
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
C. Dean Metropoulos(3)...................................... 2,291,570 3.1%
John H. Bess................................................ -- --
N. Michael Dion(4).......................................... 78,652 *
M. Kelley Maggs(5).......................................... 51,038 *
Lynne Misericordia(6)....................................... 30,570 *
Michael J. Cramer(7)........................................ 223,644 *
Thomas O. Hicks(8).......................................... 43,589,055 59.4%
L. Hollis Jones(9).......................................... 3,786 *
Michael J. Levitt(10)....................................... 65,933 *
M. L. Lowenkron(11)......................................... 42,563 *
John R. Muse(10)............................................ 355,513 *
Roger T. Staubach(12)....................................... 50,027 *
Charles W. Tate(10)......................................... 242,141 *
All executive officers and directors as a group (13
persons)(13).............................................. 47,024,492 64.1%
</TABLE>
- ---------------
* Less than 1%.
(1) Percentage of ownership is based on 73,358,160 shares of Common Stock
outstanding on March 17, 1999. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or disposition power with respect to securities.
(2) Includes (i) 42,092,466 shares owned of record by Hicks, Muse, Tate & Furst
Equity Fund III L.P., a limited partnership of which the ultimate general
partner is Hicks, Muse Fund III Incorporated ("Fund III Inc."); (ii)
721,413 shares owned of record by HM/3 Coinvestors, L.P., a limited
partnership of which the ultimate general partner is Fund III Inc.; and
(iii) 211,133 shares owned of record by HM3/IH Partners L.P., a limited
partnership of which the ultimate general partner is Fund III Inc. Thomas
O. Hicks is the Chief Executive Officer, Secretary and Chairman of the
Board of Fund III Inc. Accordingly, Mr. Hicks may be deemed to be the
beneficial owner of the Common Stock held by Hicks, Muse, Tate & Furst
Equity Fund III, L.P., HM/3 Coinvestors, L.P., and HM3/IH Partners, L.P.
Mr. Hicks disclaims beneficial ownership of the shares of Common Stock not
owned of record by him.
(3) Includes 1,853,581 shares issuable to Mr. Metropoulos upon the exercise of
stock options that are currently exercisable. Excludes 1,829,538 shares
held by record by an irrevocable trust whose trustee is an independent
third party and whose beneficiaries are Mr. Metropoulos' children.
(4) Includes 18,761 shares subject to stock options that are exercisable within
60 days. Excludes 31,274 shares subject to stock options that are not
exercisable within 60 days.
(5) Includes 50,038 shares subject to stock options that are exercisable within
60 days. Excludes 25,019 shares subject to stock options that are not
exercisable within 60 days.
13
<PAGE> 16
(6) Includes 6,257 shares subject to stock options that are exercisable within
60 days. Excludes 37,510 shares subject to stock options that are not
exercisable within 60 days.
(7) Includes 222,644 shares issuable to Mr. Cramer upon the exercise of stock
options that are currently exercisable.
(8) Includes (i) the shares of Common Stock discussed in note (2) above, (ii)
540,785 shares held of record by Mr. Hicks, and (iii) 23,258 shares held of
record by trusts of which Mr. Hicks serves as the sole trustee. Mr. Hicks
disclaims beneficial ownership of the shares of Common Stock not owned of
record by him.
(9) Includes 1,906 shares issuable upon the exercise of stock options that are
currently exercisable.
(10) Messrs. Tate, Muse and Levitt are officers of Fund III Inc. None of Mr.
Tate, Mr. Muse or Mr. Levitt has the power to vote or dispose of the Common
Stock of Fund III Inc.
(11) Includes 18,764 shares issuable upon the exercise of stock options that are
currently exercisable.
(12) Includes 18,764 shares issuable upon the exercise of stock options that are
currently exercisable.
(13) Includes 2,190,715 shares issuable upon the exercise of stock options that
are currently exercisable or exercisable within 60 days.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MONITORING AND OVERSIGHT AGREEMENT
In November 1996, the Company entered into a ten-year agreement (the
"Monitoring and Oversight Agreement") with an affiliate of Hicks Muse ("Hicks
Muse Partners") pursuant to which the Company will pay Hicks Muse Partners an
annual fee of $1.0 million for oversight and monitoring services to the Company.
The annual fee is adjustable at the end of each fiscal year to an amount equal
to 0.1% of the consolidated net sales of the Company, but in no event may the
fee be less than $1.0 million. Messrs. Hicks, Tate, Muse and Levitt, directors
of the Company, are each principals of Hicks Muse Partners. In addition, the
Company has agreed to indemnify Hicks Muse Partners, its affiliates and
shareholders, and their respective directors, officers, agents, employees and
affiliates from and against all claims, actions, proceedings, demands,
liabilities, damages, judgments, assessments, losses and costs, including fees
and expenses, arising out of or in connection with the services rendered by
Hicks Muse Partners thereunder. The Monitoring and Oversight Agreement makes
available the resources of Hicks Muse Partners concerning a variety of financial
and operational matters. The services that have been and will continue to be
provided by Hicks Muse Partners could not otherwise be obtained by the Company
without the addition of personnel or the engagement of outside professional
advisors. In management's opinion, the fees provided for under the Monitoring
and Oversight Agreement reasonably reflect the benefits received and to be
received by the Company. The Company paid Hicks Muse Partners monitoring and
oversight fees of approximately $1.7 million in 1998.
FINANCIAL ADVISORY AGREEMENT
In November 1996, the Company entered into an agreement (the "Financial
Advisory Agreement") pursuant to which Hicks Muse Partners provides services as
financial advisor to the Company. Pursuant to the Financial Advisory Agreement,
Hicks Muse Partners is entitled to receive a fee equal to 1.5% of the
"transactional value" (as defined) for each "add-on transaction" (as defined) in
which the Company is involved. The term "transaction value" means the total
value of any add-on transaction, including, without limitation, the aggregate
amount of the funds required to complete the add-on transaction (excluding any
fees payable pursuant to the Financial Advisory Agreement and any fees, if any,
paid to any other person or entity for financial advisory, investment banking,
brokerage or any other similar services rendered in connection with such add-on
transaction) and including the amount of any indebtedness, preferred stock or
similar items assumed (or remaining outstanding). The term "add-on transaction"
means any future proposal for a tender offer, acquisition, sale, merger,
exchange offer, recapitalization, restructuring or other similar transaction
directly or indirectly involving the Company or any of its subsidiaries and any
other person or entity. The
14
<PAGE> 17
Financial Advisory Agreement makes available the resources of Hicks Muse
Partners concerning a variety of financial and operational matters. The services
that have been and will continue to be provided by Hicks Muse Partners could not
otherwise be obtained by the Company without the addition of personnel or the
engagement of outside professional advisors. In management's opinion, the fees
provided for under the Financial Advisory Agreement reasonably reflect the
benefits received and to be received by the Company. The Company paid Hicks Muse
Partners financial advisory fees of approximately $4.0 million in 1998.
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
The Board of Directors of the Company has appointed Messrs. Tate,
Lowenkron, and Staubach as members of its compensation committee. None of the
members of the compensation committee is or has been an officer or employee of
the Company. Mr. Tate is President of Hicks Muse, which in connection with the
IHF Acquisition beneficially acquired approximately 80% of the Common Stock. See
"Certain Relationships and Related Transactions." At March 17, 1999, the Hicks
Muse Parties continue to beneficially own approximately 58.7% of the outstanding
Common Stock. See "Security Ownership of Certain Beneficial Owners and
Management." Messrs. Lowenkron and Staubach have been granted options to
purchase Common Stock of the Company. See "Management
Compensation -- Compensation of Directors."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Based on the Company's review of forms furnished to the Company and
representations from reporting persons, the initial report of beneficial
ownership of Michael J. Cramer was filed late. Other than this late filing, the
Company believes that all filing requirements applicable to the Company's
executive officers, directors and 10% beneficial owners were complied with
during 1998.
ADDITIONAL INFORMATION
SOLICITATION
This solicitation of proxies is made by the Board of Directors and will be
conducted primarily by mail. Officers, directors and employees of the Company
may solicit proxies personally or by telephone, telegram or other forms of wire
or facsimile communication. The Company may also request banking institutions,
brokerage firms, custodians, nominees and fiduciaries to forward solicitation
material to the beneficial owners of Common Stock that those companies hold of
record. The costs of the solicitation, including reimbursement of such
forwarding expenses, will be paid by the Company.
STOCKHOLDER PROPOSALS
Stockholder proposals which are intended to be presented at the Company's
Annual Meeting of Stockholders to be held in 2000 must be received by the
Company at its executive offices, 1633 Littleton Road, Parsippany, New Jersey,
07054, no later than November 30, 1999, in order that they may be included in
the proxy statement and form of proxy for that meeting.
15
<PAGE> 18
ANNUAL REPORT
The Company's annual report to stockholders for the year ended December 31,
1998, including financial statements, is being mailed herewith to all
stockholders entitled to vote at the Annual Meeting. The annual report does not
constitute a part of the proxy solicitation material. Copies of the Company's
annual report on Form 10-K are available without charge upon written request by
contacting the Company's Investor Relations Department, International Home
Foods, Inc., 1633 Littleton Road, Parsippany, New Jersey, 07054, or by calling
the Company's Investor Relations Department at 800-639-9865.
By Order of the Board of Directors,
C. Dean Metropoulos
Chairman of the Board and Chief
Executive Officer
Parsippany, New Jersey
March 30, 1999
16
<PAGE> 19
INTERNATIONAL HOME FOODS, INC.
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 5, 1999
Dear Shareholder:
The Annual Meeting of Shareholders of International Home Foods, Inc. will be
held at 2:00 p.m. on Wednesday, May 5, 1999 at The Madison Hotel, Morristown,
New Jersey, for the following purposes:
1. To elect three directors as Class II directors of the Company, each to
serve for a three year term ending at the Annual Meeting of
Stockholders in 2002 and until their successors are duly elected and
qualified or their earlier resignation or removal.
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Company for 1999.
3. To transact any other business that may properly come before the
meeting.
Only holders of Common Stock of International Home Foods, Inc. of record at the
close of business on March 17, 1999 will be entitled to vote at the meeting or
any adjournment thereof.
To be sure that your vote is counted, we urge you to complete and sign the
proxy/voting instruction card below, detach it from this letter and return it in
the postage paid envelope enclosed in this package. The giving of such proxy
does not affect your right to vote in person if you attend the meeting. The
prompt return of your signed proxy will aid the Company in reducing the expense
of additional proxy solicitation.
If you plan to attend the Annual Meeting in person, detach and bring this letter
to the meeting as an admission ticket for you and your guests. Directions to the
meeting are on the reverse side.
BY ORDER OF THE BOARD OF DIRECTORS
March 30, 1999 C.Dean Metropoulos
Chairman of the Board and
Chief Executive Officer
DETACH PROXY CARD HERE
- ----------------------------------------------------------------------------
[ ]
1. Election of Directors FOR all nominees WITHHOLD AUTHORITY
listed below [ ] to vote for all [ ]
nominees listed
below.
*EXCEPTIONS [ ]
Nominees: Michael J. Cramer, Michael J. Levitt and M.L. Lowenkron (INSTRUCTIONS:
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS"
BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).
*Exceptions ________________________________________________________________
2. To ratify and approve the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the Company
for the fiscal year ending December 31, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment or
postponement thereof.
Change of Address and
or Comments Mark Here [ ]
The signatures on this Proxy should
correspond exactly with stockholders name as
printed to the left. In the case of joint
tenants, co-executors, or co-trustees, both
should sign. Persons signing as Attorney,
Executor, Administrator, Trustee or Guardian
should give the full title.
Dated: ____________________________, 1999
_________________________________________
Signature
_________________________________________
Signature
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. [X]
- ----------------------------------------------------------------------------
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE
<PAGE> 20
INTERNATIONAL HOME FOODS, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1999 AT 2:00 P.M.
THE MADISON HOTEL
MORRISTOWN, NEW JERSEY
ADMITS ONE SHAREHOLDER AND UP TO TWO GUESTS
DIRECTIONS:
1. FROM NEWARK AIRPORT AND HOLLAND TUNNEL: Take 78 West to 24 West to 287
South, Follow to Exit 35. At top of exit ramp, turn left onto Madison
Ave./124 East. Travel 1.7 miles to Rod's Restaurant/Madison Hotel on left.
2. FROM LINCOLN TUNNEL: Take N. J. Turnpike South to Exit 14, proceed as in
No. 1.
3. FROM NORTH JERSEY AND UPSTATE NEW YORK: Take 287 South to Exit 35. At top of
exit ramp, turn left onto Madison Avenue./124 East. Travel 1.7 miles to Rod's
Restaurant/Madison Hotel on left.
4. FROM SOUTH JERSEY: Take 287 North to Exit 35. At end of exit ramp, turn left
onto South St. Take first right for Madison Ave./124 East. Turn right at stop
sign and travel 1.7 miles to Rod's Restaurant/Madison Hotel on left.
5. FROM WEST NEW JERSEY AND PENNSYLVANIA: Take 78 East to 287 North. Proceed as
in No. 4.
6. FROM LONG ISLAND AND UPPER MANHATTAN: Take George Washington Bridge to 80
West to 287 South. Proceed as in No. 3.
7. FROM BROOKLYN AND STATEN ISLAND: Take Goethal's Bridge to N. J. Turnpike
North. Follow to Exit 14. Proceed as in No. 1.
INTERNATIONAL HOME FOODS, INC.
PROXY/VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INTERNATIONAL HOME FOODS, INC. FOR THE ANNUAL MEETING ON MAY 5, 1999
The undersigned appoints C. Dean Metropoulos and M. Kelley Maggs, and each
of them, with full power of substitution in each, the proxies of the
undersigned, to represent the undersigned and vote all shares of International
Home Foods, Inc., Common Stock which the undersigned may be entitled to vote at
the Annual Meeting of Shareholders to be held on May 5, 1999, and at any
adjournment or postponement thereof, as indicated on the reverse side.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this proxy will
be voted FOR proposals 1 and 2.
(Continued, and to be signed and dated on reverse side.)
INTERNATIONAL HOME FOODS, INC.
P.O. BOX 11209
NEW YORK, N.Y. 10203-0209
