Notice of Annual Meeting of Shareholders
of
WEIS MARKETS, INC.
April 4, 1994
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the 1994 Annual Meeting of the Shareholders of
Weis Markets, Inc. (the "Corporation"), will be held on Monday, April 4, 1994
at 10:00 a.m., Eastern Standard Time, at the principal office of the
Corporation, 1000 South Second Street, Sunbury, Pennsylvania 17801, for the
following purposes:
1.To elect six directors to serve, subject to provisions of the by-laws,
until the next Annual Meeting of shareholders or until their respective
successors have qualified.
2.To approve the appointment of auditors for the current fiscal year.
3.To act upon such other business as may properly come before such
meeting, or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on February 21, 1994,
as the record date for the meeting. Only holders of shares of stock of
record at that time will be entitled to vote at the meeting or any
adjournments or postponements thereof.
To assure your representation at the meeting, please sign and mail promptly
the enclosed proxy which is being solicited on behalf of the Corporation.
Reference is made to the attached Proxy Statement for further information
with respect to the business to be transacted at the meeting.
By order of the Board of Directors
NORMAN S. RICH
Secretary of the Corporation
March 18, 1994
Sunbury, Pennsylvania
<PAGE>
WEIS MARKETS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 4, 1994
This Proxy Statement is submitted with the Notice of the Annual Meeting of
Shareholders of Weis Markets, Inc. (the "Corporation"), to be held Monday,
April 4, 1994, at 10:00 a.m., Eastern Standard Time, at the principal office
of the Corporation, 1000 South Second Street, Sunbury, Pennsylvania 17801,
and the form of proxy enclosed with such notice.
SOLICITATION OF PROXIES
The proxy form which accompanies this statement is being solicited on
behalf of the Corporation. Subject to the conditions hereinafter set forth,
the shares represented by each proxy executed in the accompanying form of
proxy will be voted at the meeting, or any adjournments or postponements
thereof, in accordance with the specifications therein made. Where there is
no contrary choice specified, the proxy will be voted "FOR" each of the
proposals as therein specified. Proxy material will be first sent to
shareholders on or about March 18, 1994.
A proxy executed in the form enclosed may be revoked by the person signing
the same at any time before the authority thereby granted is exercised. The
revocation may be exercised at any time before the annual meeting by
indicating the revocation in writing. This revocation should be directed to
the Judge of Elections, Weis Markets, Inc., 1000 South Second Street, Sunbury,
Pennsylvania 17801. The proxy may also be revoked by voting in person at the
annual meeting or by voting a later dated proxy.
The Corporation will provide, without charge, on written request from
security holders, copies of Form 10-K annual report.
Expenses related to the solicitation of the proxies for the meeting,
including the cost of preparing, assembling and mailing the notice, proxy,
proxy statement, and return envelopes, the handling and tabulation of proxies
received, will be borne by the Corporation, and the cost thereof is estimated
at approximately $15,000. Officers, directors, and regular employees of the
Corporation may solicit proxies personally, by telephone or otherwise, from
some shareholders, if proxies are not promptly received, for which they will
not receive additional compensation. Charges of banks, brokers, and other
custodians, nominees, and fiduciaries to send proxy material to the
beneficial owners and to secure their voting instructions, if necessary,
may be reimbursed by the Corporation. It is estimated that costs will be
nominal.
<PAGE>
1995 SHAREHOLDER PROPOSALS
Shareholders who intend to submit a proposal to be presented at the next
annual meeting, which if appropriate, will be included in the Corporation's
next annual Proxy Statement, must submit a concise written text of the
proposal and the reasons therefore to the Secretary at the executive offices
on or before November 12, 1994.
MATTERS TO BE ACTED UPON AT THE MEETING
As the notice of the meeting indicates, the following are the matters to be
acted upon at the meeting:
1. Six directors will be elected at the meeting to hold office, subject
to the Corporation by-laws, until the next annual meeting of
shareholders or until their respective successors have qualified.
2. Independent auditors for the Corporation and its wholly owned
subsidiaries will be proposed for ratification.
3. Transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
Management does not intend to bring any other matters before the meeting,
and does not know of any matter which anyone else proposes to present for
action at the meeting. However, if any other matters properly come before
such meeting, or any adjournments or postponements thereof, the persons
named in the accompanying form of proxy, or their duly constituted substitutes
acting at the meeting, will be deemed authorized to vote or otherwise act
thereon in accordance with their judgment on such matters.
<PAGE>
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The holders of Common Stock of the Corporation of record at the close of
business February 21, 1994, will be entitled to vote on all matters at the
meeting. Each holder of Common Stock will be entitled to one vote for each
share of stock so held. Election of directors will be held in conformity
with the by-laws of the Corporation. Every shareholder entitled to vote
shall have cumulative voting rights without prior notice entitling the
shareholder to as many votes as are equal to the number of shares he owns
multiplied by the number of directors to be elected, and he may cast the
whole number of such votes for one candidate or he may distribute them among
any two or more candidates.
The number of outstanding shares of common stock is 43,746,711. The
presence, in person or by proxy, of at least 21,873,356 shares will
constitute a quorum.
The following persons are known by the Corporation to be the beneficial
owners of more than 5% of its Common Stock, which is its only class of
voting securities, on February 18, 1994.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent
of of Beneficial of
Beneficial Owner Ownership Class
<S> <C> <C>
Sigfried Weis 14,828,592 (1) (6) 33.9
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Robert F. Weis 12,818,465 (2) (7) 29.3
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Charles B. Degenstein 9,202,721 (3) (6) 21.0
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Ellen W. P. Wasserman 3,839,424 (4) 8.8
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Mellon Bank N.A. 17,164,860 (5) (6) (7) 39.2
Mellon Bank Center
Philadelphia, PA 19102
<FN>
1.Of the total of 14,828,592 shares listed, Sigfried Weis has sole voting and
investment power as to 2,633,195 shares and shared voting and investment
power as to 12,195,397 shares. Janet C. Weis, wife of Sigfried Weis, owns
in her own right 413,919, and jointly owns 3,014,970 shares with Sigfried
Weis, which together is 7.8% of the total common shares outstanding.
2.Of the total of 12,818,465 shares listed, Robert F. Weis has sole voting
and investment power as to all.
3.Of the total of 9,202,721 shares listed, Charles B. Degenstein has shared
voting and investment power as to all.
4.Of the total of 3,839,424 shares listed, Ellen W. P. Wasserman has sole
voting and investment power as to all.
5.Of the total of 17,164,860 shares listed, Mellon Bank N.A. has sole voting
power as to 767,459 shares and shared voting power as to 9,458,960.
6.Includes 1,717,705 shares held in the Residuary Trust of Sigmund Weis,
deceased, 3,798,427 shares held under six Deeds of Trust, 2,435,497 held in
the Marital Trust and 1,228,798 shares held in the Residuary Trust of
Claire Elizabeth Degenstein. Mellon Bank N.A., Sigfried Weis, and Charles
B. Degenstein, are co-trustees, sharing voting and investment power as to
all.
7.Includes 6,649,087 shares held in trust under the Will of Harry Weis,
deceased, with Mellon Bank N.A. and Robert F. Weis as co-trustees. Robert
F. Weis has sole voting and investment power as to all.
</TABLE>
<PAGE>
<TABLE>
ELECTION OF DIRECTORS
The following is a concise statement of information concerning directors
proposed by the Corporation as nominees, together with certain other
information with respect to such nominees:
<CAPTION>
Shares of Stock
of the
Period Corporation Percent
of Principal Beneficially Owned of
Name Age Directorship Occupation on February 18, 1994 Class
<S> <C> <C> <C> <C> <C>
Sigfried Weis 78 1947 President 14,828,592 33.9
to date
Robert F. Weis 74 1947 Vice President- 12,818,465 29.3
to date Treasurer
Micheal C. Rheam 74 1961 Special Projects 170,704 *
to date Coordinator
Norman S. Rich 56 1991 Vice President- 21,373 *
to date Secretary
Peter M. Sacerdote 56 1977 Limited Partner, ** *
to date Goldman, Sachs &
Co.
Richard E. Shulman 54 1994 President, 0 *
to date Industry Systems
Development Co.
All 12 Directors and 27,874,28 63.7
Officers as a Group
<FN>
* Owns less than 1% of class.
** Mr. Sacerdote is restricted from owning shares of the Corporation's stock
as a Limited Partner of Goldman, Sachs & Co.
</TABLE>
Sigfried Weis. Mr. Weis has been employed by the Corporation since 1938.
Mr. Weis has served as President since 1961 and as a member of the Board of
Directors of the Corporation since 1947. Mr. Weis serves as Chairman of the
Geisinger Foundation.
Robert F. Weis. Mr. Weis has been employed by the Corporation since 1946.
Mr. Weis has served as Vice President-Treasurer since 1961 and as a member of
the Board of Directors of the Corporation since 1947. Mr. Weis serves as a
member of the Board of Trustees of the Sunbury Community Hospital.
Micheal C. Rheam. Mr. Rheam has been employed by the Corporation since
1955. Mr. Rheam served as Vice President-Secretary from 1961 through
April 5, 1992, at which time he retired as Vice President-Secretary of the
Corporation and became Special Projects Coordinator for the Corporation.
Mr. Rheam has been a member of the Board of Directors of the Corporation
since 1961, but does not receive any remuneration for his services as a
director.
Norman S. Rich. Mr. Rich has been employed by the Corporation since 1964.
Mr. Rich served as Vice President-Store Operations from 1980 until April 5,
1992, when he became Vice President-Secretary of the Corporation. Mr. Rich
has been a member of the Board of Directors of the Corporation since 1991.
Peter M. Sacerdote. Mr. Sacerdote served as a partner of Goldman, Sachs &
Co. until 1991. During 1991 Mr. Sacerdote became a Limited Partner of
Goldman, Sachs & Co. Mr. Sacerdote has been a member of the Board of
Directors since 1977.
<PAGE>
Richard E. Shulman. Mr. Shulman was selected by the Board of Directors of
the Corporation to fill the vacancy of Director Charles H. Watts, II. Mr.
Shulman serves as President of Industry Systems Development Corp., a
consulting firm. He has expertise in the business of supermarket chains,
food wholesalers and technology companies. Mr. Shulman also serves as a
director of Mayfair Supermarkets, Inc.
The Corporation's Board held four meetings during 1993. Charles H. Watts,II
and Peter M. Sacerdote attended all of the Corporation's Board of Directors
meetings, for which they each were paid $3,800 for each meeting attended
which is the standard annual compensation for non-executive directors of the
Corporation. All other directors attended 100% of the meetings without
remuneration. Mr. Rheam received the sum of $191,986, for service in his
capacity as Special Projects Coordinator for the Corporation during 1993.
The Audit Committee, during fiscal year 1993, was composed of Charles H.
Watts, II, Chairman, and Peter M. Sacerdote. Charles H. Watts, II and Peter
M. Sacerdote attended the three Audit Committee Meetings held during 1993 and
each were paid $700 for each meeting attended. Richard E. Shulman has
replaced Charles H. Watts, II on the Audit Committee for the year 1994. The
Audit Committee acts independently to review the scope and results of the
independent auditors' engagement and reviews the adequacy of the
Corporation's internal accounting controls.
The Corporation believes that the proposed nominees for election as
directors are willing to be elected as such, and it is intended that the
person named in the accompanying form of proxy or their substitutes will vote
for the election of these nominees (unless specifically instructed to the
contrary). However, if any nominee, at the time of the election, is unable
or unwilling to serve, or is otherwise unavailable for election, and in
consequence other nominees are designated, the persons in the proxy or their
substitutes shall have discretion or authority to vote or refrain from voting
in accordance with their judgment on the other nominees. The Corporation has
no nominating committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following immediate family relationships exist between members of the
Compensation Committee and other individuals set forth in this Proxy
Statement. Sigfried Weis and Janet Weis are married and own in excess of 5%
of the common stock of the Corporation. Robert F. Weis and Ellen W.P.
Wasserman are brother and sister; both owning in excess of 5% of the common
stock of the Corporation. Sigfried Weis is a cousin of Robert F. Weis and
Ellen W.P. Wasserman. During the last fiscal year, Sigfried Weis and Robert
F. Weis served as Corporate Officers, Directors and members of the
Compensation Committee. Sigfried Weis and Robert F. Weis are current
Nominees for Election as Directors. Sigfried Weis and Robert F. Weis do not
participate in any decisions involving their individual salaries or
performance.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors ("the Committee") was
Composed of Messrs. Sigfried Weis, Robert F. Weis, Charles H. Watts, II and
Peter M. Sacerdote during fiscal year 1993. The Committee is responsible for
developing policies and makes specific recommendations about compensation of
officers, including Sigfried Weis and Robert F. Weis. The Compensation
Committee held one meeting during the year 1993. Richard E. Shulman has
replaced Charles H. Watts, II as a member of the Committee for the year 1994.
The Committee recognizes the fact that the Corporation is engaged in a
highly competitive industry. The Committee believes that it is essential for
the Corporation's continued success, that the Corporation be able to attract
and retain qualified executives. To achieve this objective, the Committee has
designed its executive compensation program based upon three key factors. In
the case of the President and Vice President-Treasurer of the Corporation and
the other executive officers, the Committee gives equal weight to each of the
three factors.
First, the Committee evaluates the operating performance of the Corporation
recognizing the need to apply a pay-for-performance test so that compensation
awards are related to increasing stockholder value. The Committee recognizes
the fact that during the most recent fiscal year the total return of the
Common Stock of the corporation has improved in comparison to the return of
other companies within its peer group. It is noted that the price per share
for the common stock of the Corporation increased by 7.4% and the Board of
Directors increased the quarterly dividend.
<PAGE>
Second, the Committee evaluates the attainment of planned objectives
throughout the course of employment with particular attention to the most
recent fiscal year. The specific planned objectives during the most recent
fiscal year involved four goals that were met by the President and the Vice
President-Treasurer of the Corporation along with the other executive
officers.
These goals are summarized as follows:
Enhance the profitability of the Corporation.
Increase the market share of the Corporation.
Enlarge the distribution center to provide for continued future store
expansion.
Improve technology for enhanced customer service and increased employee
productivity.
Third, the Committee makes a subjective evaluation of the performance of
the President, the Vice President-Treasurer and the other executive officers
by examining their efforts and accomplishments throughout the period from
information deemed relevant both internally and in light of the competitive
position of the Corporation in the industry.
Respectively submitted by the Executive Compensation Committee,
Sigfried Weis Robert F. Weis
Charles H. Watts, II Peter M. Sacerdote
The table below sets forth, with respect to the last three completed fiscal
years, the compensation of the President, Vice President-Treasurer and the
most highly compensated executive officers of the Corporation. The
determination as to which executive officers to include in the table is based
upon total annual salary and bonus exceeding $100,000 in the last completed
fiscal year.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Other Annual All Other
Name and Principal Salary Bonus Compensation Options / Compensation
Position Year ($) ($) ($) SARs (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Sigfried Weis 1993 460,000 - - - 8,985
President 1992 460,000 - - - 8,792
1991 460,000 - - - 8,815
Robert F. Weis 1993 460,000 - - - 8.948
Vice President- 1992 460,000 - - - 8,748
Treasurer 1991 460,000 - - - 8,769
Norman S. Rich 1993 188,750 5,462 4,500 1,000/1,500 7,558
Vice President- 1992 160,415 2,469 - 1,000/1,500 5,946
Secretary 1991 125,980 1,459 - /1,500 5,041
Walter B. Bruce 1993 101,667 1,601 2,400 /1,000 4,269
Vice President- 1992 98,000 1,548 - 750/ 800 3,788
Private Label 1991 97,284 1,532 - / 800 3,879 1 4 2
William R. Mills 1993 97,083 4,021 1,500 / 700 3,635
Vice President- 1992 78,452 - - 1,000/ 500 -
Finance 1991 - - - - -
</TABLE>
The Other Annual Compensation category listed above consists of payments on
stock appreciation rights. The All Other Compensation category consists of
the vested benefits in the profit sharing and employees stock ownership plans.
<PAGE>
Stock Appreciation Rights. The Corporation maintains a Stock Appreciation
Rights program for certain officers and other key executives. Under this
program, participants are granted rights equivalent to shares of Corporation
stock. The rights expire at a predetermined date, at which time the value of
any appreciation from the original date of issue is paid in cash to the
participant. No stock is distributed to the participant and there are no
plan provisions for reload or tax-reimbursement features.
Stock Options. The Corporation has an Incentive Stock Option Plan. Under
the terms of the plan, options are granted for shares of the Corporation's
common stock based on the market value at the date of grant. There are no
plan provisions for reload or tax-reimbursements features. The following
table contains all material information concerning the grant of stock options
and stock appreciation rights to the President, Vice President-Treasurer and
the most highly compensated officers of the Corporation whose total
compensation exceeded $100,000 in the fiscal year ended December 25, 1993.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Terms
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Norman S. Rich 1,000 66.7 24.250 4/06/2002 15,251 38,648
1,500 8.6 27.875 9/01/1994 2,091 4,181
Walter B. Bruce - - - - - -
1,000 5.7 27.875 9/01/1994 1,394 2,788
William R. Mills - - - - - -
700 4.0 27.875 9/01/1994 976 1,951
</TABLE>
The following table contains information concerning the exercised,
exercisable and unexercised stock options and stock appreciation rights as of
the end of the fiscal year with regard to the President and the most highly
compensated officers of the Corporation whose total compensation exceeded
$100,000 in the fiscal year ended. The closing price of the stock at the
fiscal year end was $27.375.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name Type on Exercise (#) Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C> <C>
Norman S. Rich Options - - 2,000/ 0 5,375/ 0
SARs - - 0/1,500 0/ 0
Walter B. Bruce Options - - 750/ 0 469/ 0
SARs - - 0/1,000 0/ 0
William R. Mills Options - - 1,000/ 0 625/ 0
SARs - - 0/ 700 0/ 0
</TABLE>
<PAGE>
RETIREMENT PLANS
Pension. The Corporation maintains, at its sole expense, trusteed
non-contributory defined benefit Pension Plan covering substantially all
full-time employees. The purpose of the Pension Plan is to provide income
after retirement. Substantially all full-time employees will enter the
Pension Plan on the first day of January following completion of six months
of continuous service and attainment of age 20 1/2. Participation in the
Plan is automatic upon meeting eligibility requirements as provided in the
plan document. The table which follows shows the estimated annual benefits
payable based upon retirement at age 65 or older for the participant's
lifetime. An actuarial discount is applied for retirement before age 65.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
Years of Service
Remuneration 10 15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C> <C>
$10,000 $ 840 $1,260 $1,680 $2,100 $2,520 $2,940 $3,360
14,000 840 1,260 1,680 2,100 2,520 2,940 3,360
18,000 1,066 1,599 2,132 2,665 3,193 3,198 3,360
22,000 1,413 2,119 2,825 3,532 4,238 4,238 4,238
26,000 1,759 2,639 3,519 4,398 5,278 5,278 5,278
30,000 2,106 3,159 4,212 5,265 6,318 6,318 6,318
34,000 2,453 3,679 4,905 6,132 7,358 7,358 7,358
</TABLE>
The maximum remuneration used in calculating benefits is $34,000 for all
participants. The Executive Officers named in the cash compensation table
had credited years of service as of February 18, 1994, as follows: Sigfried
Weis, 55 years; Robert F. Weis, 47 years; Norman S. Rich, 29 years, Walter B.
Bruce, 17 years, William R. Mills, 2 years. Benefits are computed by an
independent actuarial firm using straight-life annuity amounts. The benefits
listed in the Pension Plan Table are not subject to any deduction for Social
Security or other offset amounts.
Supplemental Retirement Plan. The Corporation maintains a supplemental
retirement plan for certain of its officers. The benefits are determined
through actuarial calculations dependent on the age of the recipient. The
benefit payable on an annual basis to Sigfried Weis and Robert F. Weis, as
executive officers, would be $317,090 and $199,760, respectively, if they
retired as of the date of this Proxy.
Profit Sharing Plan. The Corporation maintains, at its sole expense, a
Profit Sharing Plan for certain salaried employees, store management and
administrative support personnel. The purpose of the Plan is to enhance
employee opportunities for their dedication and loyal service to the
Corporation. The Board of Directors annually determines the amount of
contribution to the Plan at its sole discretion. The contribution is
allocated among the various plan participants in relationship to their
compensation and years of service. Plan participants are 100% vested in
their accounts after 7 years of service with the Corporation. Shares are
distributed among participants upon reaching the applicable retirement age.
Employee Stock Ownership Plan. The Corporation maintains, at its sole
expense, an Employee Stock Ownership Plan for certain salaried employees.
The purpose of the Employee Stock Ownership Plan is to give eligible
employees the pride of ownership in the Corporation. Eligible employees
become participants at the beginning of the plan year following the two year
anniversary date of their employment, subject to break in service provisions.
The Board of Directors annually determines the amount of contribution to the
Plan at its sole discretion. The entire contribution is applied toward the
purchase of the Corporation's stock and is distributed among participant
accounts in relationship to their compensation. Every participant is fully
vested. Shares are distributed among participants upon reaching the
applicable retirement age.
There are no recent material amendments to the Profit Sharing or Stock
Ownership Plans. However, the Corporation froze the accrued benefits under
the Pension Plan effective March 15, 1994 and announced the intent to
implement a 401-K Savings/Retirement Plan in its place. The Corporation pays
for all of the expenses associated with the administration of the plans.
<PAGE>
SHAREHOLDER RETURN PERFORMANCE
The following line graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index and the
cumulative total return of a published group index for the Retail Grocery
Stores Industry, (Peer Group), provided by Value Line, Inc., for the period
of five fiscal years. The graph depicts $100 invested at the close of
trading on the last trading day preceding the first day of the fifth
preceding fiscal year in Weis Markets, Inc., common stock, S&P 500, and the
Peer Group. The cumulative total return assumes reinvestment of dividends.
<TABLE>
COMPARATIVE FIVE-YEAR TOTAL RETURNS
** THIS AREA CONTAINS THE GRAPH DESCRIBED ABOVE **
** THE CHART BELOW SHOWS THE DOLLARS GRAPHED **
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
Weis Markets 100.00 108.09 111.33 95.40 100.80 106.93
S&P 500 100.00 131.49 127.32 166.21 179.30 197.23
Peer Group 100.00 126.56 137.95 179.31 206.77 210.29
</TABLE>
The following line graph, generated from information provided by Value
Line, Inc., compares net income as a percentage of sales, between the
Corporation and its Peer Group. This graph highlights the ability of
management to generate more income per sale than the average grocery chain
over the years, thus increasing net worth for its shareholders.
<TABLE>
COMPARATIVE TEN-YEAR INCOME PERCENTAGES
** THIS AREA CONTAINS THE GRAPH DESCRIBED ABOVE **
** THE CHART BELOW SHOWS THE DOLLARS GRAPHED **
** THE CHART WAS NOT INCLUDED IN THE PROXY SENT TO THE SHAREHOLDERS **
<CAPTION>
1984 1985 1986 1987 1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Weis Markets 5.62% 5.77% 5.91% 5.92% 6.73% 6.95% 6.97% 6.82% 6.23% 5.64%
Peer Group 1.21% 1.47% 1.30% 0.94% 0.59% 0.94% 0.88% 1.32% 1.27% 0.92%
</TABLE>
APPROVAL OF AUDITORS
Upon the recommendations of the Audit Committee, consisting of Directors
Watts and Sacerdote, the Board of Directors of the Corporation has appointed
KPMG Peat Marwick, independent certified public accountants, to audit the
accounts of the Corporation for the fiscal year 1994 and proposed that the
shareholders approve this selection at the annual meeting. KPMG Peat Marwick
has been auditing the accounts of the Corporation for the past eleven years.
No representatives of KPMG Peat Marwick will be present at the meeting of
shareholders.
By order of the Board of Directors
NORMAN S. RICH
Secretary of the Corporation
Dated: March 18, 1994
