<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 / /
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Village Supermarket, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Frank Sauro Esq.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
/ / 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:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
- - ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
VILLAGE SUPER MARKET, INC.
733 MOUNTAIN AVENUE
SPRINGFIELD, NEW JERSEY 07081
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 6, 1996
------------------------
The Annual Meeting of the shareholders of Village Super Market, Inc. will
be held at the offices of the Company, 733 Mountain Avenue, Springfield, New
Jersey 07081 on Friday, December 6, 1996 at 10:00 A.M. for the following
purposes:
(1) To elect eight directors for the ensuing year;
(2) To ratify the selection of independent public accountants; and
(3) To transact any other business which may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 18, 1996
as the record date for the determination of the shareholders entitled to notice
of and to vote at the meeting and any adjournment thereof.
By order of the Board of Directors,
ROBERT SUMAS,
Secretary
November 4, 1996
<PAGE> 3
VILLAGE SUPER MARKET, INC.
733 MOUNTAIN AVENUE
SPRINGFIELD, NEW JERSEY 07081
------------------------
PROXY STATEMENT
DECEMBER 6, 1996
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement and the accompanying form of proxy are being mailed to
shareholders of Village Super Market, Inc. (the "Company") in connection with
the solicitation by and on behalf of the management of the Company of proxies to
be voted at the Annual Meeting of Shareholders (the "Annual Meeting") to be held
at the offices of the Company, 733 Mountain Avenue, Springfield, New Jersey on
December 6, 1996 at 10:00 a.m. and at all postponements or adjournments thereof.
At the close of business on October 18, 1996, the Company had outstanding
and entitled to vote 1,315,800 shares of Class A common stock, no par value, and
1,594,076 shares of Class B common stock, no par value. The holders of the
outstanding shares of Class A Stock are entitled to one vote per share and the
holders of Class B Stock are entitled to ten votes per share. Shareholders of
record at the close of business on October 18, 1996 are entitled to vote at this
meeting.
All shares of Common Stock represented by properly executed proxies will be
voted at the Annual Meeting, unless such proxies previously have been revoked.
Unless the proxies indicate otherwise, the shares of Common Stock represented by
such proxies will be voted for the election of management's nominees for
directors and to ratify the selection of independent public accountants.
Management does not know of any other matter to be brought before the Annual
Meeting.
The Company's address is 733 Mountain Avenue, Springfield, New Jersey and
its telephone number is (201) 467-2200. This notice, proxy statement and
enclosed form of proxy are being mailed to shareholders on or about November 4,
1996.
Any shareholder who executes and delivers a proxy may revoke it at any time
prior to its use by: (a) delivering written notice of such revocation to
Secretary of the Company at its office; (b) delivering to the Secretary of the
Company a duly executed proxy bearing a later date; or (c) appearing at the
Meeting and requesting the return of his or her proxy.
YOU ARE REQUESTED TO COMPLETE AND SIGN THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's capital stock by: (i) persons known by the
Company to own beneficially more than 5% of its Class A Stock or Class B Stock;
(ii) each director of the Company; and (iii) all directors and executive
officers of the Company collectively:
<TABLE>
<CAPTION>
CLASS A STOCK(1) CLASS B STOCK(1)
------------------------------ -------------------------------
PERCENTAGE PERCENTAGE
SHARES OF SHARES OF
NAME(2) OWNED CLASS(3) OWNED CLASS(4)
------- -------- -------- --------
<S> <C> <C> <C> <C>
Estate of Nicholas Sumas....... 87,601 6.7% 191,709 12.0%
Perry Sumas.................... 117,893(5)(10)(12)(15) 9.0 541,000(6)(7) 33.9
James Sumas.................... 104,539(5)(13)(15)(17) 7.9 376,300(6)(7)(8)(14) 23.6
Robert Sumas................... 108,880(5)(13)(15)(18) 8.3 269,253(6)(9)(14) 16.9
William Sumas.................. 80,698(12)(15) 6.1 126,956 8.0
John Sumas..................... 81,677(11)(12)(15) 6.2 114,252 7.2
George J. Andresakes........... 1,788 * 20,000(6) 1.3
John J. McDermott.............. 100 * -- --
Norman Crystal................. 157,700(20) 12.0 109,280(21) 6.9
All directors and executive
officers as a group and the
Estate of Nicholas Sumas (11
persons)..................... 546,450(16) 41.5% 1,548,443 97.1%
Towle & Co..................... 71,200(19) 5.4% -- --
Tweedy, Browne Company L.P.
("TBC") and Vanderbilt Part-
ners, L.P. ("Vanderbilt").... 165,100(22) 12.5% -- --
</TABLE>
- - ---------------
(1) Except as noted, each person has sole investment power and sole voting
power with respect to the shares beneficially owned.
(2) The address of each of the Company's principal shareholders is in care of
the Company, 733 Mountain Avenue, Springfield, New Jersey 07081.
(3) Based upon 1,315,800 shares of Class A Stock outstanding.
(4) Based upon 1,594,076 shares of Class B Stock outstanding.
(5) Includes 25,680 shares held by the Company's pension trust of which Perry
Sumas, James Sumas and Robert Sumas are trustees.
(6) Includes 20,000 shares held by a charitable trust of which Perry Sumas,
James Sumas, Robert Sumas and George J. Andresakes are trustees.
(7) Includes 63,172 shares as to which Perry Sumas and James Sumas have agreed
to share the power to vote pursuant to a Voting Agreement dated March 4,
1987.
(8) Includes 2,940 shares owned jointly by Mr. and Mrs. James Sumas; 9,955
shares owned by Mrs. James Sumas; 3,280 shares held by Mr. and Mrs. James
Sumas as custodians for their children; and 15,840 shares owned by a child
who resides with Mr. and Mrs. Sumas.
(9) Includes 104 shares owned jointly by Mr. and Mrs. Robert Sumas; 8,058
shares owned by Mrs. Robert Sumas; and 7,404 shares owned by Mr. and Mrs.
Robert Sumas as custodians for their children.
(10) Includes 3,444 shares held by Mr. Perry Sumas as custodian for one of his
children and 9,884 shares owned by a child who resides with Mr. Sumas.
(11) Includes 100 shares owned by Mrs. John Sumas and 1,200 shares held by Mr.
and Mrs. John Sumas as custodians for their minor children.
(12) Includes 52,167 shares held in the name of Perry Sumas, William Sumas and
John Sumas as Co-Trustees of a Trust for the benefit of the grandchildren
of Perry Sumas.
(13) Includes 58,682 shares held in the name of James Sumas and Robert Sumas as
Co-Trustees of a Trust for the benefit of the grandchildren of Nicholas
Sumas.
(14) Includes 79,891 shares held in the name of James Sumas and Robert Sumas as
Co-Trustees of a Trust for the benefit of the grandchildren of Nicholas
Sumas.
(15) Includes 8,000 shares represented by options exercisable by him under the
Company's Employee Stock Option Plan.
(16) Includes 58,000 shares represented by options exercisable by all officers
and directors under the Company's Employee Stock Option Plan.
(17) Includes 3,842 shares owned by Mrs. James Sumas and 6,763 shares owned by a
child who resides with Mr. Sumas.
(18) Includes 3,842 shares owned by Mrs. Robert Sumas.
(19) In its capacity as investment advisor, Towle may be deemed to be the
beneficial owner of 71,200 shares of the Company. Towle has sole
dispositive power over 20,500 shares and shared dispositive power for
50,700 shares. Towle's address is 1714 Deer Tracks Trail, St. Louis, MO
63131.
(20) Includes 14,500 shares owned by Mrs. Norman Crystal.
(21) Includes 28,400 shares owned by Mrs. Norman Crystal.
(22) Pursuant to a Schedule 13D filed November 20, 1995, TBC and Vanderbilt may
be deemed to be the beneficial owners of 165,160 shares of the Company.
They have shared dispositive power over 152,660 shares and have sole
dispositive power over 10,000 shares. The address of TBC and Vanderbilt is
52 Vanderbilt Avenue, New York, N.Y. 10017.
* Less than 1%.
The Estate of Nicholas Sumas and these five members of the Sumas family
beneficially own 301,232 shares of Class A Stock and 1,416,407 shares of Class B
Stock, or 83.8% of the combined voting power.
2
<PAGE> 5
The aggregate number of shares of Class B Stock owned by Perry Sumas and
his sons, William Sumas and John Sumas, exceeds the aggregate number of shares
of Class B Stock owned by the Estate of Nicholas Sumas and his sons, James Sumas
and Robert Sumas (the "Excess Shares"). Perry Sumas and James Sumas have entered
into an agreement whereby the Excess Shares will be voted pursuant to the mutual
agreement of James Sumas and Perry Sumas. The voting agreement will be
automatically cancelled if Perry Sumas either: (i) converts the Excess Shares
into shares of Class A Stock; or (ii) exchanges 50% of the Excess Shares for
shares of Class A Stock owned by the Estate of Nicholas Sumas.
ELECTION OF DIRECTORS
The following eight persons will be nominated by the management of the
Company for election as directors at the Annual Meeting. If elected, they will
serve until their successors are duly elected and qualified at the next Annual
Meeting of Shareholders, which is expected to be held on December 5, 1997.
Directors shall be elected by a plurality of the votes cast. All of the nominees
are now directors of the Company.
Certain information is given below with respect to each nominee for
election as a director. The table below and the following paragraphs list their
respective ages, positions and offices held with the Company, the period served
as a director and business experience during past 5 years. Perry Sumas is the
father of William Sumas and John Sumas and is the uncle of James Sumas and
Robert Sumas. The other nominees are not related.
NOMINEES
The following table sets forth information concerning the nominees for
director:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
-----------
<S> <C> <C>
Perry Sumas................... 81 President, Chief Executive Officer
and
Director
James Sumas................... 63 Chief Operating Officer, Treasurer
and Chairman of the Board of
Directors
Robert Sumas.................. 55 Executive Vice President, Secretary
and Director
William Sumas................. 49 Executive Vice President and Director
John Sumas.................... 47 Executive Vice President and Director
George J. Andresakes.......... 83 Director
John J. McDermott............. 71 Director
Norman Crystal................ 70 Director
</TABLE>
Perry Sumas, together with Nicholas Sumas, founded the Company in 1937. He
has served as a Director of the Company since its incorporation in 1955 and has
served as President and Chief Executive Officer since 1973.
James Sumas was elected Chairman of the Board in 1989. He also serves as
the Company's Chief Operating Officer and as its Treasurer. He has served as
Vice President, Treasurer and a Director of the Company since its incorporation
in 1955. James Sumas is Vice Chairman of Wakefern Food Corporation and is a
member of its Board of Directors. Mr. Sumas also is the Chairman of Wakefern's
Grocery Committee and its Advertising Committee. In addition, he is Vice
Chairman of Wakefern's Sales and Merchandising Committee and of ShopRite
Supermarkets, Inc., Wakefern's supermarket operating subsidiary. Mr. Sumas also
is a member of Wakefern's Finance, Trade Name and Trademark and Strategic
Planning Committees.
Robert Sumas has served as Vice President, Secretary and a Director of the
Company since 1969. Since 1989, he has served as an Executive Vice President. He
has responsibility for finance and administration matters and retail computer
operations. Robert Sumas is Chairman of Wakefern's General Merchandise Committee
and is a member of Wakefern's Communications, Consumer Affairs and Property
Management Committees.
William Sumas has served as Vice President and a Director of the Company
since 1980. Since 1989, he has served as an Executive Vice President. He has
responsibility for real estate development. William Sumas is Chairman of
Wakefern's Bakery Committee and is a member of Wakefern's Loss Prevention Policy
Committee.
3
<PAGE> 6
John Sumas has served as Vice President and a Director of the Company since
1982. Since 1989, he has served as an Executive Vice President. He has
responsibility for the Company's frozen food operation. John Sumas is a member
of Wakefern's Frozen Food and Liquor Committees.
George J. Andresakes has served as a Director of the Company since 1969. He
was General Counsel to the Company until 1979 and is now retired.
John J. McDermott has served as a Director of the Company since 1982. Mr.
McDermott is the President of John J. McDermott Enterprises, a bank consulting
firm. He was Executive Vice President of Dollar Dry Dock Savings from 1983 until
he retired in 1989. Mr. McDermott previously served as General Counsel to the
Company from 1982 to 1983.
Norman Crystal has served as a Director of the Company since 1992. Mr.
Crystal is an owner of an entity that owns and manages apartment complexes. In
addition, Mr. Crystal is a registered floor broker with the Commodity Futures
Trading Commission and Mr. Crystal is an independent commodities and securities
investor.
The Certificate of Incorporation includes a provision that no director
shall be personally liable for monetary damages to the Company or its
shareholders for a breach of any fiduciary duty except for: (i) breach of a
director's duty of loyalty; (ii) acts and omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
intentionally or knowingly authorizing any unlawful dividends or distributions;
and (iv) any transaction from which a director derived an improper personal
benefit.
Directors who are not employees of the Company receive $250 per diem for
attendance at meetings of the Board of Directors.
DIRECTORS MEETINGS AND COMMITTEES
The Board held two meetings in fiscal 1996. All directors attended at least
75% of the meetings of the Board. The Board does not have a standing nominating
committee.
The Executive Committee, which consists of Perry Sumas, James Sumas, Robert
Sumas, William Sumas and John Sumas, meets on call and is authorized to act on
all matters pertaining to corporate policies and overall Company performance.
The Audit Committee, which consists of Robert Sumas, George Andresakes and
John J. McDermott, reviews the internal controls of the Company, meets with the
Company's financial personnel and certified public accountants in connection
with these reviews, and recommends to the Board the appointment of independent
certified public accountants to serve as the Company's auditors for the ensuing
year, subject to ratification by the stockholders at the Annual Meeting. The
committee met two times during fiscal 1996.
The Compensation Committee, which consists of Perry Sumas, James Sumas and
George Andresakas, establishes the compensation of the officers of the Company.
Members of each committee attended 75% or more of the meetings of their
respective committees.
4
<PAGE> 7
EXECUTIVE COMPENSATION
Except for the Stock Option Plan, the Company does not have any long term
compensation plans. No bonuses were awarded and no stock options were granted to
the Chief Executive Officer and four named executive officers during the last
three fiscal years. The following table sets forth the compensation paid by the
Company during the last three fiscal years to the Chief Executive Officer and
the four most highly compensated executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
OTHER
ANNUAL
NAME AND POSITION YEAR SALARY COMPENSATION(A)
- - ------------------------------------------------- ---- -------- ---------------
<S> <C> <C> <C>
Perry Sumas...................................... 1996 219,450 --
President and Chief Executive Officer 1995 199,500 --
1994 191,700 --
James Sumas...................................... 1996 333,890 2,310
Chairman of Board and Chief Operating Officer 1995 303,603 2,310
and Treasurer 1994 304,153 2,248
Robert Sumas..................................... 1996 264,900 2,310
Executive Vice President 1995 267,572 1,989
and Secretary 1994 242,072 2,248
William Sumas.................................... 1996 218,780 2,014
Executive Vice President 1995 203,641 2,002
1994 195,349 1,789
John Sumas....................................... 1996 246,000 2,310
Executive Vice President 1995 223,565 2,016
1994 201,363 1,716
</TABLE>
- - ---------------
(a) Company Paid 401K match
The following table sets forth information with respect to the exercise of
options during fiscal 1996 and the value of the unexercised options as of July
27, 1996.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF
SHARES OPTIONS AT UNEXERCISED
ACQUIRED ON VALUE JULY 27, IN-THE-MONEY
NAME EXERCISE REALIZED 19961 AT JULY 27, 19962
- - ---------------------------------------- ----------- -------- ------------- -----------------
<S> <C> <C> <C> <C>
Perry Sumas............................. 0 0 8,000 $ 0
James Sumas............................. 0 0 8,000 $ 0
Robert Sumas............................ 0 0 8,000 $ 0
William Sumas........................... 0 0 8,000 $ 0
John Sumas.............................. 0 0 8,000 $ 0
</TABLE>
- - ---------------
1 All outstanding options held by Executive Officers were exercisable at year
end.
2 Based upon the price of $8 as of July 27, 1996.
5
<PAGE> 8
BENEFIT PLANS
The Company maintains a defined benefit pension plan for employees not
covered by a collective bargaining agreement who have been employed with the
Company for more than six months and who are over the age of twenty-one. The
amount of the Company's contribution to this plan with respect to a specified
person cannot readily be separated or individually calculated by the actuaries
for the plan. For purposes of determining plan benefits, compensation is the
regular base pay of the participant plus bonuses, overtime pay and other extra
compensation. Effective January 1, 1989, the plan benefit formula was amended.
Retirement benefits are equal to the pension accrued to December 31, 1988 plus
1% of average compensation times each year of post-1988 service plus .75% of
average compensation in excess of Table II of the 1989 Covered Compensation
Table times each year of post-1988 service. Average compensation for post-1988
service is based on the five highest consecutive years' compensation. The
approximate annual retirement benefits at age 65 (computed as of January 1,
1996) are $52,308 to James Sumas; $60,312 to Robert Sumas; $58,716 to William
Sumas; $63,564 to John Sumas; and $377,112 to all executive officers and
directors as a group. Due to his age, Perry Sumas cannot participate in this
plan.
The Company also maintains a plan which permits salary reduction
contributions by participants under Section 401(k) of the Internal Revenue Code.
Pursuant to this plan, each person not covered by a collective bargaining
agreement who has been employed by the Company for more than twelve months and
is over the age of twenty-one may direct that a percentage of his or her salary,
up to 18%, but not more than $9,500, be withheld and paid over to the plan
trustees for investment. The Company, in turn, will pay to the plan trustees a
further sum equal to the lesser of (a) 25% of the amount so directed by the
employee to be withheld from the employee's salary and contributed to the plan
or (b) 1.5% of the employee's salary. Until the employee has reached his normal
retirement age, the employee's contribution may not be withdrawn without
incurring a tax penalty.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Securities and Exchange Commission has adopted new rules concerning the
format for the disclosure of executive compensation. These rules also require
proxy statement disclosure of specified information regarding certain
relationships of executive officers and members of the Company's board of
directors which might bear on decisions concerning the compensation of executive
officers of the Company. None of the executive officers or the members of the
Company's board of directors has a relationship requiring such disclosure except
as set forth below. The Compensation Committee consists of Perry Sumas, who is
an executive officer of the Company serving as the President and Chief Executive
Officer; James Sumas, who is an executive officer of the Company serving as the
Chairman of the Board of Directors, Chief Operating Officer and Treasurer; and
George J. Andresakes, who is a former executive officer of the Company, having
resigned as General Counsel in 1979. As noted elsewhere in the Proxy Statement
under "Certain Transactions", Perry Sumas and James Sumas, through Sumas Realty
Company and Sumas Realty Associates, have certain business relationships with
the Company.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Company's compensation policies, as applicable to its executive
officers, are administered by its Compensation Committee of the Board of
Directors (the "Committee"). The Committee members recognize that the Company
is, to a significant extent, a family owned business. The Chief Executive
Officer and each of the other executive officers named in this proxy statement
own substantial amounts of the Company's common stock and thus have a direct and
substantial interest in the long-term growth of shareholder's wealth. In light
of this ownership, there is less need to directly relate executive compensation
to Company performance. It is the view of the Committee that there is no need
for formal bonus plans designed to better align the interests of executive
officers with those of shareholders in general. The Company previously granted
certain stock options to each of the named executive officers. However, no stock
options were granted during fiscal 1996 or during the current fiscal year to the
Chief Executive Officer or the named executive officers.
6
<PAGE> 9
The basic criteria used in making determinations concerning base salary is
the level of compensation paid to comparable executives in the industry, in
particular to corporate executives at other ShopRite co-op members and at
competing regional supermarket chains. The principal factors which have been
considered by the Committee in implementing this policy are time devoted to
Company affairs, reputation in the industry, record of accomplishment and
efforts on the Company's behalf. Increases in the cost of living also have been
considered.
The Committee notes that compensation tables required by the rules of the
Securities and Exchange Commission are based upon fiscal year totals, which in
the case of the Company are July to July periods of 52 or 53 weeks. Executive
compensation decisions are implemented on a calendar year basis. Thus, minor
apparent year to year variations in compensation levels appearing in the tables
may not be reflective of actual Committee actions.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
PERRY SUMAS
JAMES SUMAS
GEORGE J. ANDRESAKES
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total return on the
Company's Class A Common Stock against the cumulative total return of the S&P
500 Composite Stock Index and the NASDAQ Retail Index for the Company's last
five fiscal years.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG VILLAGE SUPER MARKET, INC., THE S&P 500 INDEX
AND THE NASDAQ RETAIL INDEX
<TABLE>
<CAPTION>
VILLAGE SU-
MEASUREMENT PERIOD PERMARKET, NASDAQ RETAIL
(FISCAL YEAR COVERED) INC. S&P 500 TRADE
<S> <C> <C> <C>
7/91 100 100 100
7/92 80 113 106
7/93 111 123 111
7/94 92 129 108
7/95 86 163 128
7/96 104 190 139
</TABLE>
7
<PAGE> 10
CERTAIN TRANSACTIONS
The Company's supermarket in South Orange, New Jersey, its supermarket in
Springfield, New Jersey and its executive headquarters in Springfield, New
Jersey are leased from Sumas Realty Company. Sumas Realty Company is a
corporation owned by the Estate of Nicholas Sumas, Perry Sumas and James Sumas.
The lease with respect to the Company's supermarket in South Orange expired
on August 31, 1996 but has been extended until August 31, 1997. In fiscal 1995,
a total of $146,106 in rent was paid to Sumas Realty Company with respect to the
South Orange supermarket.
The lease with respect to the Company's supermarket in Springfield is dated
June 1, 1986 and expires on May 31, 2006. In fiscal 1996, the Company paid
$270,003 in rent to Sumas Realty under this lease. In 1997, the annual rent will
increase to $300,000 per year and the annual rent will increase to $340,000 per
year in 2001.
The Company's executive office in Springfield also is leased from Sumas
Realty Company. This lease expired on January 31, 1996 but was extended until
January 31, 1997. The Company paid $171,000 to Sumas Realty under this lease
during fiscal 1996.
The Company believes that the terms of the leases listed above are as
favorable to the Company as it could have obtained from unrelated lessors.
During the fiscal year ended July 27, 1996, the Company paid to Sumas Realty
Company a total of $588,430 in rent under the foregoing leases.
The Company's supermarket in Chatham, New Jersey is leased from Hickory
Square Associates, a limited partnership. The lease is dated April 1, 1986 and
expires March 31, 2006. The annual rent under this lease is $549,160. Sumas
Realty Associates is a 30% limited partner in Hickory Square Associates. Sumas
Realty Associates is a general partnership among Perry Sumas, James Sumas,
Robert Sumas, William Sumas and John Sumas.
8
<PAGE> 11
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The selection by the Board of Directors, on recommendation of the Audit
Committee, of KPMG Peat Marwick LLP, as independent public accountants to
examine the financial statements of the Company for the fiscal year ending July
26, 1997, is to be submitted to the meeting for ratification or rejection. The
financial statements of the Company for the 1996, 1995, and 1994 fiscal years
were examined by KPMG Peat Marwick LLP.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
1996 Annual Meeting of Shareholders and will be given the opportunity to make a
statement if they wish to do so and will be available to respond to appropriate
questions.
Although ratification by the stockholders of the selection of independent
public accountants is not required, the Board will reconsider its selection of
KPMG Peat Marwick LLP if such ratification is not obtained. Ratification shall
require a majority of the votes cast.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposal that a shareholder intends to present at the Company's 1997
Annual Meeting of Shareholders, presently scheduled to be held on December 5,
1997, and requests to be included in the Company's Proxy Statement for the 1997
Annual Meeting, must be received by the Company no later than June 2, 1997. Such
requests should be made in writing and sent to the Secretary of the Company,
Robert Sumas, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New
Jersey 07081.
OTHER MATTERS
The Company will furnish a copy of its Annual Report on Form 10-K for the
year ended July 27, 1996, without exhibits, without charge to each person who
forwards a written request, including a representation that he was a record or
beneficial holder of the Company's Common Stock on October 18, 1996. Requests
are to be addressed to Mr. Robert Sumas, Secretary, Village Super Market, Inc.,
733 Mountain Avenue, Springfield, New Jersey 07081.
All expenses incurred in connection with the preparation and circulation of
this Proxy Statement in an amount that would normally be expended in connection
with an Annual Meeting in the absence of a contest will be paid by the Company.
No solicitation expenses will be incurred. Management does not know of any other
business that will be presented at the Annual Meeting.
By order of the Board of Directors,
ROBERT SUMAS,
Secretary
November 4, 1996
9
<PAGE> 12
VILLAGE SUPER MARKET, INC.
733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY 07081
PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints Perry Sumas and Robert Sumas, and each of
them, proxies for the undersigned, with full power of substitution, to vote as
if the undersigned were personally present at the Annual Meeting of the
Shareholders of Village Super Market, Inc. (the "Company"), to be held at the
offices of the Company, 733 Mountain Avenue, Springfield, New Jersey on Friday,
December 6, 1996 at 10:00 A.M. and at all adjournments thereof, the shares of
stock of said Company registered in the name of the undersigned. The undersigned
instructs all such proxies to vote such shares as indicated below upon the
following matters, which are described more fully in the accompanying proxy
statement.
I authorize and instruct my Proxy to:
1. [ ] VOTE FOR all nominees for the Company's Board of Directors listed
below: except that I WITHHOLD AUTHORITY for the following nominees (if
any)
Perry Sumas, James Sumas, Robert Sumas, William Sumas, John Sumas, George
J. Andresakes, John J. McDermott, and Norman Crystal.
[ ] VOTE WITHHELD from all nominees.
2. VOTE FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of KPMG Peat Marwick LLP,
to be the independent auditors of the Company for the fiscal year ending
July 26, 1997.
(Continued and to be signed, on the other side)
(see other side)
3. In their discretion, to vote upon such other business as may properly
come before the meeting and all adjournments thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 through 3.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your 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 an authorized
person.
------------------------
Signature
------------------------
Signature, if held
jointly
Dated 1996
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY
CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.
