<PAGE>
SCHEDULE 14A INFORMATION
------------------------
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
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 Section240.14a-11(c)
or Section240.14a-12
INTERCORP EXCELLE INC.
--------------------------------------------------
(Name of Registrant as specified in its charter)
-------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $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 transaction
applies:
----------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (A)
-------
(4) Proposed maximum aggregate value of transaction:
-------
(5) Total fee paid:
----------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any 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:
---------------------------------------------
<PAGE>
INTERCORP EXCELLE INC.
1880 Ormont Drive
Toronto, Canada M9L 2V4
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1998
TO THE STOCKHOLDERS OF INTERCORP EXCELLE INC.:
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of Intercorp
Excelle Inc.. (the "Meeting") will be held at 1:00 P.M. on July 15, 1998 at
the offices of Intercorp Excelle Inc. (the "Company"), at 1880 Ormont Drive,
Toronto, Ontario, Canada M9L 2V4 for the following purposes:
1. To elect the Board of Directors of Intercorp Excelle Inc. for the ensuing
year;
2. To ratify the appointment of Schwartz, Levitsky, Feldman, Chartered
Accountants, as the Company's independent certified public accountants for
the ensuing year;
3. To transact such other business as may properly come before the Meeting
and any continuations and adjournments thereof.
Stockholders of record at the close of business on June 18, 1998 are entitled
to notice of and to vote at the meeting.
In order to ensure a quorum, it is important that Stockholders representing a
majority of the total number of shares issued and outstanding and entitled to
vote, be present in person or represented by their proxies. Therefore, whether
you expect to attend the meeting in person or not, please sign, fill out, date
and return the enclosed proxy in the self-addressed, postage-paid envelope also
enclosed. If you attend the meeting and prefer to vote in person, you can revoke
your proxy.
In addition, please note that abstentions and broker non-votes are each included
in the determination of the number of shares present and voting, for purposes of
determining the presence or absence of a quorum for the transaction of business.
Neither abstentions nor broker non-votes are counted as voted either for or
against a proposal.
By Order of the Board of Directors,
Arnold Unger
Co-Chairman and Chief Executive Officer
<PAGE>
June 1, 1998
INTERCORP EXCELLE INC.
1880 ORMONT DRIVE
TORONTO, CANADA M9L 2V4
-------------------------------
PROXY STATEMENT
-------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1998
This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of Intercorp Excelle Inc. (the "Company"), for use at
the Annual Meeting of Stockholders of the Company (the "Meeting") to be held on
July 15, 1998 at 1:00 P.M. at the Company's offices at 1880 Ormont Drive,
Toronto, Ontario, Canada M9L 2V4, and at any continuation and adjournment
thereof. Anyone giving a proxy may revoke it at any time before it is exercised
by giving the Chairman of the Board of Directors of the Company written notice
of the revocation, by submitting a proxy bearing a later date or by attending
the meeting and voting. This statement, the accompanying Notice of Meeting and
form of proxy have been first sent to the Stockholders on or about June 18,
1998.
In addition, please note that abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, for
purposes of determining the presence or absence of a quorum for the transaction
of business. Neither abstentions nor broker non-votes are counted as voted
either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form, which are
received in time will be voted in accordance with the stockholder's directions,
and unless contrary directions are given, will be voted for the election of
directors of the nominees described below.
OWNERSHIP OF SECURITIES
Only stockholders of record at the close of business on June 18, 1998, the
date fixed by the Board of Directors in accordance with the Company's By-Laws,
are entitled to vote at the meeting. As of May 29, 1998, there were issued and
outstanding 4,075,000 shares of the Company's common stock.
Each outstanding share of common stock is entitled to one vote on all
matters properly coming before the meeting. A majority of the shares of the
outstanding common stock is necessary to constitute a quorum for the meeting.
1
<PAGE>
The following table sets forth certain information as of May 29, 1998 with
respect to each beneficial owner of five percent (5%) or more of the outstanding
shares of common stock of the Company, each officer and director of the Company
and all officers and directors as a group. The table does not include options or
SARs that have not yet vested or are not exercisable within 60 days of the date
hereof. Unless otherwise indicated, the address of each such person or entity is
1880 Ormont Drive, Toronto, Ontario, Canada M9L 2V4
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percentage of Class
- ------------------- ---------------- -------------------
Beneficial Owner(1) Beneficially Owned
- ------------------- ------------------
<S> <C> <C>
Arnold Unger(2)(6) ............... 1,785,248 43.4%
Renee Unger(3)(6) ................ 1,829,752 44.5%
Fred Burke(4) .................... 35,000 *
Lori Gutmann(5) .................. 17,500 *
Alysse Unger(5) .................. 17,500 *
Karen Unger(5) ................... 0 0
The Unger Family Trust(6) ........ 710,000 17.4%
John Rothschild(7) ............... 2,000 *
Taketo Murata(8) ................. 2,000 *
All Officers and Directors as 3,654,000 87.3%
a group (7 persons)
</TABLE>
- -------------------
* Less than 1%
(1) Unless otherwise indicated, the address is c/o Intercorp Excelle Inc., 1880
Ormont Drive, Toronto, Ontario, Canada M9L 2V4.
(2) Includes 35,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan, and 213,235 shares of
Common Stock owned by 1239414 Ontario Inc. of which Arnold Unger is the
sole shareholder.
(3) Includes 35,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan, and 85,294 shares of
Common Stock owned by 1239415 Ontario Inc. of which Renee Unger is the sole
shareholder.
2
<PAGE>
(4) Includes 35,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.
(5) The Unger Family Trust owns 710,000 shares of Common Stock held in trust
for the benefit of Lori Gutmann, Alysse Unger and Karen Unger. Arnold Unger
and Renee Unger are trustees of The Unger Family Trust. Under the terms of
the trust instrument, the trustees have the power to vote the shares.
(6) Includes 710,000 shares held by The Unger Family Trust. Arnold Unger and
Renee Unger are trustees of The Unger Family Trust, which owns 710,000
shares of Common Stock held in trust for the benefit of Lori Gutmann,
Alysse Unger and Karen Unger. Under the terms of the trust instrument, the
trustees have the power to vote the shares. Of the 710,000 shares owned by
the trust, 529,250 shares of Common Stock are owned by 1239416 Ontario Inc.
of which The Unger Family Trust is the sole shareholder.
(7) Includes 2,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.
(8) Includes 2,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.
This proxy statement contains certain forward-looking statements which involve
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in the forward-looking statements as a result of certain
factors, including those set forth below and elsewhere in this Proxy Statement.
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Seven directors are to be elected at the Meeting to hold office until the
next meeting of stockholders or until their successors have been duly elected
and qualified. The election of directors requires the affirmative vote of at
least the majority of shares of common stock present or represented at a meeting
at which a quorum is present or represented.
The By-Laws of the Company provide that the authorized number of
directors shall be as set by the Board of Directors but shall not be less
than three, unless all of the outstanding shares are owned beneficially and
of record by less than three stockholders, in which event the number of
directors shall not be less than the number of stockholders permitted by
statute. The authorized number is presently seven. The directors hold office
until the next annual meeting of stockholders and until their successors have
been elected and qualified. There are no agreements with repect to the
election of directors. The Company has not to date paid directors fees for
service on the Board of Directors or any committee thereof.
Stockholder Vote Required
The election of the directors will require the affirmative vote of the
majority of the shares present in person or represented by proxy at the Annual
Meeting of Stockholders and entitled to vote on the election of directors.
The Board of Directors recommends a vote for election to the Board of
Directors of the Company of each of the Nominees
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Arnold Unger 60 Chief Executive Officer and
Co-Chairman
Renee Unger 55 President and Co-Chairman
Fred Burke 40 Chief Operating Officer, Chief
Financial Officer/Principal
Accounting Officer, Secretary, and
Director
Lori Gutmann 28 Manager of Retail Marketing and
Sales and Director
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
Alysse Unger 31 Manager of Private Label Marketing
and Sales and Director
John Rothschild 48 Director
Taketo Murata 60 Director
</TABLE>
Directors are elected to serve until the next meeting of stockholders and
until their successors are duly elected and qualified. Meetings of stockholders
of the Company will be held on an annual basis. However, if at any time an
annual meeting is not held for the election of directors, the then current
directors will continue to serve until their successors are elected and
qualified. Vacancies and newly created directorships resulting from any increase
in the number of directors may be filled by a majority vote of Directors then in
office. Officers are appointed by, and serve at the discretion of, the Board of
Directors. The Company's directors receive Cdn$750 for each board or committee
meeting which they attend. Currently, there is no other compensation to any
other director for acting in such capacity.
Set forth below is a biographical description of each director and
executive officer of the Company based on information supplied by each of them.
Arnold Unger is a co-founder of the Company and has been its Chief
Executive Officer since 1987. Prior to founding the Company, he worked in the
sales and marketing industry since 1970 for Global Incentives and Aztec Building
Company. He has lectured extensively at the University of Western Ontario,
Ryerson University, and York University on sales and marketing skills. Arnold
Unger has received several awards of industry distinction, including a Gold
Award at the Canadian Awards for Business Excellence.
Renee Unger is a co-founder of the Company and has been its President since
1985. She is the creator of all of the Company's original recipes. She has
received many awards of industry distinction including Entrepreneur of the Year,
and Gold Medal at the Canadian Business Excellence Awards in 1988, North York
Chamber of Commerce Business Woman of the Year, and Ontario Chamber of Commerce
Award of Merit. Renee Unger has been the keynote speaker at several business and
industry dinners and conferences, and has made television appearances on cooking
and daytime programs. Ms. Unger has been featured on a national television
series entitled "Women of Success." She continues to head the Company's Research
and Development department, and Quality Control departments, as well as
participation in the administration of the Company.
Fred Burke joined the Company in 1994 as the Chief Operating Officer. He is
a Certified General Accountant, and is currently a member of the Board of
Governors of the Certified General Accountants of Ontario. From 1987 until he
joined the Company, he held increasing roles of responsibility at Effem Foods
Ltd. Prior to that he was the Manager of cost accounting for Robinhood
Multifoods, Inc. and an accountant for Canadian General Electric Company
beginning in 1980. Fred Burke presents seminars on personal and business
strategic planning. He holds
5
<PAGE>
positions on the Certified General Accountant board committees and lectures on
accounting and business development to business groups and local universities.
Lori Gutmann has been with the Company since its inception in 1985 and
joined the Company full time in 1990. Her role with the Company is that of
Manager of Retail Marketing and Sales for Branded Products. In 1992, she earned
a Diploma in Marketing Management and in 1993 she earned a Bachelor Degree in
Business Management from Ryerson University in Toronto. In addition to her many
extra curricular activities, she is currently Vice-President and Bazaar
Chairperson of her chapter in Hadassah WIZO (Women's International Zionist
Organization). She as well acts as an advisor for the newly formed Ryerson
Business Alumni Association, Executive Committee.
Alysse Unger has been with the Company since inception. Currently, she is
the Manager of Private Label Marketing and Sales. She was also Research and
Development Director and has developed many award winning sauces such as the
President's Choice Peanut Szechuan Sauce. She has also been the keynote speaker
for numerous events and volunteers with many charities. She graduated from York
University in Toronto with her B.A. in 1988. Since then, she has studied
Foodscience and is now studying part time for her business diploma at Seneca
College in Toronto.
John Rothschild has been a director of the Company since June 1997. Since
1994, he has been the President and Chief Executive Officer of Prime Restaurant
Group, Inc., a holding company of restaurant chains. From 1984 to 1994, he was
President of Rothschild Holding Limited. From 1980 to 1984, he was Assistant
Vice President of CEMP Investments, Ltd. From 1978 to 1980, he was a partner at
Rothschild & Muskat. From 1973 to 1977, he was a senior field auditor for Price
Waterhouse in Toronto and Milan, Italy. John Rothschild, who is also a chartered
accountant, earned a Bachelor of Arts degree from University of Toronto in 1971
and a Master of Business Administration Degree from University of Western
Ontario in 1973.
Taketo Murata has been a director of the Company since August 1997. Since
1992, he has been President International of ConAgra Grocery Products
Companies/Hunt-Wesson, Inc. Other senior executive positions with
ConAgra/Hunt-Wesson include Vice President International since 1990, Chairman of
V - H Foods since 1985 and President of Hunt-Wesson Canada since 1973. Taketo
Murata earned a Bachelor of Science in Psychology from McGill University in 1958
and earned Masters Degrees in Psychology and Sociology from Yale University in
1960 and 1962, respectively.
Lori Gutmann and Alysse Unger are daughters of Arnold Unger and Renee
Unger. The term of office of each Director is until the next annual meeting of
shareholders and until a successor is elected and qualified or until the
Director's earlier death, resignation or removal from office. Executive officers
hold office until their successors are chosen and qualified, subject to earlier
removal by the Board of Directors.
6
<PAGE>
For the period of three years after October 9, 1997, the effective date of
its registration statement filed in connection with its initial public offering,
the Company has agreed to invite a designee of Sharpe Capital, Inc., the
managing underwriter of the Company's initial public offering, to attend all
meetings of the Board of Directors, but such designee will not be entitled to
vote or be compensated.
Committees and Meetings of the Board of Directors
The Board has an Audit Committee comprised of John Rothschild, Taketo
Murata and Fred Burke. The Audit Committee is responsible for reviewing the
Company's independent certified public accountants the scope and results of
their audits and reviewing with the independent certified public accountants and
management, the Company's accounting and reporting principles, policies and
practices, as well as the Company's accounting, financial and operating controls
and staff.
The Board has a Compensation Committee comprised of John Rothschild, Taketo
Murata and Renee Unger. The Compensation Committee is responsible for
establishing and reviewing the appropriate compensation of directors and
officers of the Company and reviewing employee compensation plans.
During the fiscal year ended January 31, 1998, the Company's Board of
Directors met one time on December 5, 1998, at which all of the Directors were
present, the Audit Committee met on January 12, 1998, at which each of John
Rothschild, Taketo Murata and Fred Burke were present. and the Compensation
Committee did not meet during the fiscal year ended January 31, 1998.
7
<PAGE>
Executive Compensation
Summary Compensation Table
The following table sets forth all cash compensation for services rendered
in all capacities to the Company, for the fiscal years ended January 31, 1998,
January 31, 1997 and January 31, 1996 paid to the Company's Chief Executive
Officer, and the two other most highly compensated executive officers (the
"Named Executive Officers") at the end of the above fiscal years whose total
annual salary plus bonus exceeded $100,000 per annum. Annual Compensation is
stated in US Dollars and Bonus and Other Compensation is stated in Canadian
Dollars
<TABLE>
<CAPTION>
Name and Year/ Restricted
Principal Period Annual Stock Options/ Other
Position Ended Compensation Bonus Awards SARs Compensation
-------- ----- ------------ ----- ------ ---- ------------
<S> <C> <C> <C> <C> <C> <C>
Arnold Unger, Co-Chairman 1998 $ 135,000 20,000 0 0 20,000
and Chief Executive 1997 $ 135,000 20,000 0 0 20,000
Officer(1).................. 1996 $ 70,000 11,500 0 0 20,000
Renee Unger, Co-Chairman 1998 $ 135,000 20,000 0 0 20,000
and President(2)............ 1997 $ 135,000 20,000 0 0 20,000
1996 $ 70,000 11,500 0 0 20,000
Fred Burke, Chief Operating 1998 $ 85,000 20,000 0 0 15,000
Officer and Chief Financial 1997 $ 85,000 20,000 0 0 15,000
Officer(3).................. 1996 $ 70,000 11,500 0 0 15,000
</TABLE>
EMPLOYMENT AGREEMENTS
Arnold Unger and Renee Unger each have three-year employment agreements
with the Company. Arnold Unger serves as Chief Executive Officer and Vice
President of Sales and Marketing at an annual salary of $135,000. Renee Unger
serves as President, Vice President of Research and Development and Quality
Control at an annual salary of $135,000.
The employment agreements with each of Arnold Unger and Renee Unger provide
that upon the death of any of the two employees that two years full salary will
be paid to a designee of the employee. They also provide for reimbursement of
reasonable business expenses and their respective salaries for the remainder of
the term of the agreement in the event of disability.
Each of the above officers are entitled to bonuses based on achieving sales
and profitability as predetermined by the Board or Compensation Committee and
other subjective criteria as determined by the Board or Compensation Committee.
8
<PAGE>
Arnold Unger and Renee Unger shall each receive Cdn$20,000 per year
additional compensation including a car allowance, insurance, retirement savings
matched contributions, and other perquisites.
Based upon any wrongful termination, which includes changes in control of
the Company (through an acquisition where any person acquires or announces a
tender offer or exchange for 25% of the Company, a sale of substantially all of
the assets or merger, acquisition of the Company or its consolidation with
another, or certain types of board changes), the Company shall pay the above, a
lump sum payment, based upon his or her then compensation, including benefits
and perquisites, from such termination. Such payment shall be the balance of
their respective compensation for the remainder of the term. If the payment is
in excess of $100,000, then such excess shall be payable in equal quarterly
payments with interest at the legal rate. The employment agreements also contain
non-compete provisions.
STOCK OPTION PLAN
In May 1997, the board of directors and shareholders adopted the Intercorp
Excelle Inc. Stock Option Plan (the "1997 Plan"), pursuant to which 500,000
shares of Common Stock are reserved for issuance.
The 1997 Plan will be administered by the compensation committee or the
Board of Directors, who determine among other things, those individuals who
shall receive options, the time period during which the options may be partially
or fully exercised, the number of shares of Common Stock issuable upon the
exercise of the options and the option exercise price.
The 1997 Plan is for a period for ten years, expiring in May, 2007. Options
may be granted to officers, directors, consultants, key employees, advisors and
similar parties who provide their skills and expertise to the Company. Options
granted under the 1997 Plan may be exercisable for up to ten years, may require
vesting, and shall be at an exercise price all as determined by the board.
Options are non-transferable except by the laws of descent and distribution or a
change in control of the Company, as defined in the 1997 Plan, and are
exercisable only by the participant during his or her lifetime. Change in
control includes (i) the sale of substantially all of the assets of the Company
and merger or consolidation with another, or (ii) a majority of the board
changes other than by election by the shareholders pursuant to board
solicitation or by vacancies filled by the board caused by death or resignation
of such person.
If a participant ceases affiliation with the Company by reason of
death, permanent disability or retirement at or after age 70, the option remains
exercisable for one year from such occurrence but not beyond the option's
expiration date. Other termination gives the participant three months to
exercise, except for termination for cause which results in immediate
termination of the option.
Options granted under the 1997 Plan, at the discretion of the compensation
committee or the
9
<PAGE>
board, may be exercised either with cash, Common Stock having a fair market
equal to the cash exercise price, the participant's personal recourse note, or
with an assignment to the Company of sufficient proceeds from the sale of the
Common Stock acquired upon exercise of the Options with an authorization to the
broker or selling agent to pay that amount to the Company, or any combination of
the above.
The exercise price of an option may not be less than the fair market value
per share of Common Stock on the date that the option is granted in order to
receive certain tax benefits under the Income Tax Act of Canada (the "ITA"). The
exercise price of all future options will be at least 85% of the fair market
value of the Common Stock on the date of grant of the options. A benefit equal
to the amount by which the fair market value of the shares at the time the
employee acquires them exceeds the total of the amount paid for the shares or
the amount paid for the right to acquire the shares shall be deemed to be
received by the employee in the year the shares are acquired pursuant to
paragraph 7(1) of the ITA. Where the exercise price of the option is equal to
the fair market value of the shares at the time the option is granted, paragraph
110(1)(d) of the ITA allows a deduction from income equal to one quarter of the
benefit as calculated above. If the exercise price of the option is less than
the fair market value at the time it is granted, no deduction under paragraph
110(1)(d) is permitted. Options granted to any non-employees, whether directors
or consultants or otherwise will confer a tax benefit in contemplation of the
person becoming a shareholder pursuant to subsection 15(1) of the ITA.
Options may not be transferred by an optionee other than by will or the
laws of descent and distribution, and, during the lifetime of an optionee, the
option will be exercisable only the optionee.
Options under the 1997 Plan must be issued within ten years from the
effective date of the 1997 Plan.
Any unexercised options that expire or that terminate upon an employee's
ceasing to be employed by the Company become available again for issuance under
the 1997 Plan.
The 1997 Plan may be terminated or amended at any time by the board of
directors, except that the number of shares of Common Stock reserved for
issuance upon the exercise of options granted under the 1997 Plan may not be
increased without the consent of the shareholders of the Company.
In May 1997, the Board granted 200,000 Options under the 1997 Plan to five
individuals, including officers, directors and key employees. The Options are
exercisable at $3.50 per share for ten years expiring May 1, 2007. 40% of the
Options are immediately exercisable, an additional 30% become exercisable in May
1998 and all of the Options are exercisable in November 1998.
In April 1998, the Board granted 30,000 Options under the 1997 Plan to key
management employees and 5,000 options to the Board's outside directors.
10
<PAGE>
Options to Named Executive Officers
The following table sets forth certain information with respect to all
outstanding options granted to the Company's Named Executive Officers during the
Company's fiscal year ended January 31, 1998.
OPTION GRANTS
<TABLE>
<CAPTION>
Number of
Securities % of Total
Name of Underlying Options Granted Exercise
Holder Options to Employees in Price Expiration
Granted Fiscal Year ($/SH) Date
<S> <C> <C> <C> <C>
Arnold Unger..... 50,000 25.0% $3.50 5/1/07
Renee Unger...... 50,000 25.0% $3.50 5/1/07
Fred Burke....... 50,000 25.0% $3.50 5/1/07
- ------------------------------------------------------------------------
</TABLE>
11
<PAGE>
CERTAIN TRANSACTIONS
Arnold Unger, Chief Executive Officer and Co-Chairman of the Board and
Renee Unger, President and Co-Chairwoman of the Board, each have loaned to
Excelle Brands Food Corporation, a subsidiary of the Company $76,200 in March
and July, 1994. These loans bear interest at the prime interest rate and are
without any specific repayment terms. The Company believes that the loans were
made on terms no less favorable to the Company than terms for similar loans from
unaffiliated parties. All future transactions and loans between the Company and
its officers, directors and 5% stockholders will be on terms no less favorable
than could be obtained from unaffiliated third parties and will be approved by a
majority of the independent, disinterested directors of the Company.
The loans are also subordinated to credit facilities which Excelle Brand
Foods Corporation ("Excelle"), a wholly-owned subsidiary of the Company, has
with National Bank of Canada ("NBC"). As at January 31, 1998, the NBC credit
facility consisted of a Cdn$900,000 revolving demand loan, Cdn$998,549 in
non-revolving demand loans, all bearing interest at the banks prime rate plus 1%
to 1.5% which at April 30, 1997 was 6.0% and a Cdn$350,000 U.S. currency forward
contract. The NBC credit facility is secured with the assets of the Company
subject only to prior encumbrances on specific fixed assets which are senior to
NBC. NBC also holds all the voting equity of the subsidiary companies of the
Company. Voting control of the Company must remain with the Ungers, including
their family trusts and children, absent NBC's prior written consent.
Section 16(a) Reporting
Under the securities laws of the United States, the Company's directors,
its executive and certain other officers, and any persons holding ten percent or
more of the Company's Common Stock must report on their ownership of the
Company's Common Stock and any changes in that ownership to the Securities and
Exchange Commission and to the National Association of Securities Dealers,
Inc.'s Automated Quotation System. Specific due dates for these reports have
been established. During the year ended January 31, 1998, the Company believes
all reports for all transactions were filed on a timely basis.
12
<PAGE>
PROPOSAL 2
RATIFICATION OF SCHWARTZ, LEVITSKY, FELDMAN, CHARTERED
ACCOUNTANTS, AS THE COMPANY's INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors has unanimously approved and unanimously recommends
that the stockholders approve the appointment of Schwartz, Levitsky, Feldman,
Chartered Accountants as the Company's independent certified public accountants
for the ensuing year. A member of Schwartz, Levitsky, Feldman, Chartered
Accountants will be available to answer questions and will have the opportunity
to make a statement if he or she so desires at the Annual Meeting of
Stockholders.
Stockholder Vote Required
Ratification of the appointment of Schwartz, Levitsky, Feldman, Chartered
Accountants as independent certified public accountants will require the
affirmative vote of the majority of the shares present in person or represented
by proxy at the Annual Meeting of Stockholders.
The Board of Directors recommends a vote for the ratification of the
appointment of Schwartz, Levitsky, Feldman, Chartered Accountants as
the Company's independent certified public accountants
OTHER MATTERS
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more stockholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy in accordance with his or her best
judgement.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made by mail, personal interview, telephone, and telegram by directors,
officers and employees of the Company. The Company will reimburse banks,
brokerage firms, other custodians, nominees and fiduciaries for reasonable
expenses incurred in sending proxy material to beneficial owners of the
Company's capital stock.
13
<PAGE>
STOCKHOLDER PROPOSALS
In order to be included in the materials for the Company's next Annual
Meeting of Stockholders, stockholder proposals must be received by the Company
on or before May 30, 1999.
ANNUAL AND QUARTERLY REPORTS TO THE SECURITIES AND EXCHANGE
COMMISSION
The Annual Report on Form 10-KSB for the year ended January 31, 1998 as
filed with the Securities and Exchange Commission will be made available to
stockholders free of charge by writing to 1880 Ormont Drive, Toronto, Ontario,
Canada M9L 2V4, Attention: Corporate Secretary.
By Order of the Board of Directors,
Arnold Unger
Co-Chairman and Chief Executive Officer
June 1, 1998
14
<PAGE>
GENERAL PROXY - ANNUAL MEETING OF STOCKHOLDERS OF INTERCORP EXCELLE INC.
The undersigned hereby appoints Arnold Unger, with full power of
substitution, proxy to vote all of the shares of Common Stock of the undersigned
and with all of the powers the undersigned would possess if personally present,
at the Annual Meeting of Stockholders of Intercorp Excelle Inc., to be held at
Intercorp Excelle Inc., 1880 Ormont Drive, Toronto, Ontario, M9L 2V4 on July 15,
1998 at 1:00 p.m. local time and at all adjournments thereof, upon the matters
specified below, all as more fully described in the Proxy Statement dated June
1, 1998 and with the discretionary powers upon all other matters which come
before the meeting or any adjournment thereof.
This Proxy is solicited on behalf of Intercorp Excelle Inc.'s Board of
Directors.
1. To elect directors to hold office for the ensuing year.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- Arnold Unger - Renee Unger - Fred Burke - Lori Gutmann
- Alysse Unger - John Rotschild - Taketo Murata
FOR ALL NOMINEES WITHHELD FOR ALL NOMINEES
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual, write
that nominee's name in the space provided below:
------------------------------------------------------------------------
2. To ratify the appointment of Schwartz, Levitsky, Feldman, Chartered
Accountants, as the Company independent certified public accountants.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR AGAINST ABSTAIN
</TABLE>
3. In their discretion, upon such other matter or matters that may properly
come before the meeting, or any adjournments thereof.
- --------------------------------------------------------------------------------
(Continued and to be signed on the other side)
<PAGE>
(Continued from other side)
Every properly signed proxy will be voted in accordance with the
specifications made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 and 3.
The undersigned hereby acknowledges receipt of a copy of the accompanying
Notice of Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope provided.
Date: ,1998
--------------------
---------------------------
(Print name of Stockholder)
---------------------------
(Print name of Stockholder)
---------------------------
Signature
---------------------------
Signature
Number of Shares
---------------------------
Note: Please sign exactly as name appears in the Company's
records. Joint owners should each sign. When signing
as such.
