Notice of Annual Meeting of Shareholders
of
WEIS MARKETS, INC.
April 4, 1995
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of the Shareholders of
Weis Markets, Inc. (the "Corporation"), will be held on Tuesday, April 4,
1995, 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 a 1995 Stock Option Plan.
3. To approve the appointment of auditors for the current fiscal year.
4. 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 10, 1995,
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
WILLIAM R. MILLS
Secretary of the Corporation
March 10, 1995
Sunbury, Pennsylvania
<PAGE>
WEIS MARKETS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 4, 1995
This Proxy Statement is submitted with the Notice of the Annual Meeting of
Shareholders of Weis Markets, Inc. (the "Corporation"), to be held Tuesday,
April 4, 1995, 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 10, 1995.
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 paid by the Corporation, and the cost thereof is
estimated at approximately $14,000. 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 such
costs will be nominal.
1996 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 1, 1995.
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. Management seeks subsequent approval by the shareholders of a 1995 Stock
Option Plan.
3. Independent auditors for the Corporation and its wholly owned
subsidiaries will be proposed for ratification.
4. 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 10, 1995, 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.
Directors are elected by a plurality vote of all votes cast at the meeting.
Abstentions and broker non-votes will be treated as present for purposes of
determining a quorum, but will not affect the election of directors or other
matters submitted to the vote of shareholders.
The number of outstanding shares of common stock is 43,433,659. The
presence, in person or by proxy, of at least 21,716,830 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 10, 1995.
Name and Address Amount and Nature Percent
of of Beneficial of
Beneficial Owner Ownership Class
Sigfried Weis 15,208,592 (1) (6) 35.0
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Robert F. Weis 12,817,653 (2) (7) 29.5
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Charles B. Degenstein 9,202,721 (3) (6) 21.2
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Ellen W. P. Wasserman 3,794,424 (4) 8.7
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Mellon Bank N.A. 17,106,471 (5) (6) (7) 39.4
Mellon Bank Center
Philadelphia, PA 19102
1.Of the total of 15,208,592 shares listed, Sigfried Weis has sole voting and
investment power as to 3,013,195 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 33,919 shares and jointly owns 3,014,970 shares with
Sigfried Weis, which together is 7.0% of the total common shares outstanding.
2.Of the total of 12,817,653 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 3,794,424 shares listed, Ellen W. P. Wasserman has sole
voting and investment power as to all.
5.Of the total of 17,106,471 shares listed, Mellon Bank N.A. has sole voting
power as to 771,683 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.
<PAGE>
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>
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 the
Period Corporation Percent
of Principal Beneficially Owned of
Name Age Directorship Occupation on February 10, 1995 Class
<S> <S> <S> <S> <S> <S>
Robert F. Weis 75 1947 Chairman of the 12,817,653 29.5
to date Board of Directors
& Treasurer
Norman S. Rich 57 1991 President 21,373 *
to date
Micheal C. Rheam 75 1961 Special Projects 160,072 *
to date Coordinator
Joseph I. Goldstein 55 1995 Attorney 6,832 *
to date Crowell & Moring
***
Peter M. Sacerdote 57 1977 Limited Partner, ** *
to date Goldman, Sachs &
Co.
Richard E. Shulman 55 1994 President, 200 *
to date Industry Systems
Development Co.
All 12 Directors and 13,041,889 30.0
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.
*** Mr. Goldstein is currently an Associate Director of the Division of
Enforcement, United States Securities and Exchange Commission. See
biographical information below regarding change of employment.
</TABLE>
Robert F. Weis. Mr. Weis has been employed by the Corporation since 1946.
Mr. Weis served as Vice President-Treasurer from 1961 through August of 1994
at which time he was appointed Co-Chairman of the Board of Directors &
Treasurer. In January of 1995, Mr. Weis was appointed Chairman of the Board
of Directors & Treasurer. Mr. Weis has been a member of the Board of Directors
since 1947. Mr. Weis also serves as a member of the Board of Trustees of the
Sunbury Community Hospital.
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. During the
year 1994, Mr. Rich became President of the Corporation. Mr. Rich has been a
member of the Board of Directors of the Corporation since 1991. Mr. Rich also
serves as a member of the Board of Trustees of Evangelical Community Hospital.
<PAGE>
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 served
as Secretary of the Corporation for an interim period from August of 1994
through January of 1995. 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.
Joseph I. Goldstein. Mr. Goldstein is currently an Associate Director of
the Division of Enforcement, United States Securities and Exchange Commission.
He will resign his position with the Commission, effective April 1, 1995, and
will enter the private practice of law with Crowell & Moring, Washington, D.C.
on April 2, 1995.
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.
Richard E. Shulman. 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. Mr. Shulman has been
a member of the Board of Directors since 1994.
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 OF DIRECTORS
The Corporation's Board held four regular meetings and one special meeting
during 1994. Peter M. Sacerdote and Richard E. Shulman attended all of the
Corporation's Board of Directors meetings, for which they each were paid
$3,800 for each regular meeting attended which is the standard annual
compensation for non-executive directors of the Corporation. All other
directors attended meetings without remuneration.
The Audit Committee, during fiscal year 1994, was composed of Peter M.
Sacerdote and Richard E. Shulman. Peter M. Sacerdote was Chairman of the
Audit Committee. Peter M. Sacerdote and Richard E. Shulman attended two of
the three Audit Committee meetings held during the year, and each member was
paid $700 for each meeting attended. 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.
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.
Robert F. Weis and Sigfried Weis are cousins. 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. Joseph I. Goldstein is the son-in-law of Sigfried
Weis. Sigfried Weis and Robert F. Weis served as Corporate Officers,
Directors and members of the Compensation Committee during the last fiscal
year. During the last fiscal year, Sigfried Weis and Robert F. Weis did not
participate in any decisions involving their individual salaries or performance.
Richard E. Shulman is not related to any individual set forth in this Proxy
Statement.
<PAGE>
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, Peter M. Sacerdote and
Richard E. Shulman during fiscal year 1994. Sigfried Weis is no longer a
member of the Committee based upon his Emeritus status as a member of the Board
of Directors and as Chairman Emeritus of the Board.
The Committee is responsible for developing policies and making specific
recommendations about compensation of officers, including Robert F. Weis and
Norman S. Rich, in their capacities of Chairman of the Board of Directors &
Treasurer and President, respectively. The Compensation Committee held one
meeting during the year 1994 and one meeting during 1995 to date.
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 which are subjective in nature based upon the best interests of
the Corporation and ultimately the shareholders. The Committee has not
assigned relative weights to the specific factors considered in determining
base salary levels, and the specific factors used may vary among executive
officers, including the Chairman of the Board of Directors & Treasurer and
the President of the Corporation.
First, the Committee makes salary decisions through a structured review with
input from the Executive Committee. This review includes consideration of the
decision-making responsibilities of each position and the experience, work
performance, and team-building skills of position incumbents.
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 three goals that were met by the Chairman of the Board of
Directors & Treasurer and the President of the Corporation along with the other
executive officers. These goals are summarized as follows:
Increase sales and profitability of the Corporation.
Increase market share of the Corporation.
Improve technology for enhanced customer service and increased employee
productivity.
Third, the Committee makes a subjective evaluation of the performance of the
Chairman of the Board of Directors & Treasurer and the President of the
Corporation, and the other named 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. The Committee notes that the Chairman of the Board of Directors &
Treasurer has served the Corporation since 1946 and the President has served
the Corporation since 1964. They have both contributed significantly to the
Corporation and compensation is provided to reward both of these officers for
their individual contributions and loyalty to the Corporation throughout these
long years of service.
Employment and Severance Agreement. The Committee notes that the President
has entered into an Employment Agreement with the Corporation. This Agreement
specifies the terms of employment, including pay factors. The Agreement
provides that employment shall be at will, but if employment is terminated
without cause, or the President resigns for good reason, the President shall
receive his remaining salary and all benefits payable under the Agreement. The
Agreement includes a covenant not to compete with the corporation which is
limited by time and geography. The Committee believes that the Employment
Agreement is in the best interests of both the Corporation and the President
since it helps to assure continued leadership for the Corporation and to
provide the President with job security.
Respectively submitted by the Executive Compensation Committee,
Robert F. Weis Richard E. Shulman Peter M.
Sacerdote
<PAGE>
<TABLE>
The table below sets forth, with respect to the last three completed fiscal
years, the compensation of the current Chairman of the Board of Directors &
Treasurer and the President of the Corporation and the next three highest
compensated executive officers of the Corporation in 1994. The determination
as to which executive officers to include in the table is based upon total
annual salary and bonus exceeding $100,000 in the last completed fiscal year.
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
______________________________ ____________
Other Annual All Other
Name and Principal Salary Bonus Compensation Options/ Compensation
Position Year ($) ($) ($) SARs (#) ($)
<S> <S> <S> <S> <S> <S> <S>
Sigfried Weis 1994 460,000 -- -- -- 5,734
Chairman Emeritus 1993 460,000 -- -- -- 8,954
1992 460,000 -- -- -- 9,153
Robert F. Weis 1994 460,000 -- -- -- 5,698
Chairman of the 1993 460,000 -- -- -- 8,917
Board of Directors 1992 460,000 -- -- -- 9,109
& Treasurer
Norman S. Rich 1994 218,750 3,377 -- 1,000/3,000 12,652
President 1993 188,750 5,462 4,500 1,000/1,500 7,531
1992 125,980 2,469 -- 1,000/1,500 6,564
Micheal C. Rheam 1994 189,000 2,986 -- -- 113,078
Special Projects 1993 189,000 2,986 -- -- 7,322
Coordinator & 1992 252,000 5,312 -- -- 138,362
Secretary
Robert Lutz 1994 140,000 2,212 -- -- 4,829
Vice President- 1993 17,420 -- -- -- --
Grocery 1992 -- -- -- -- --
<FN>
Mr. Rheam served as Secretary of the Corporation for an interim period from
August of 1994 through January of 1995. Mr. Lutz began his career with the
Corporation in late 1993. The Other Annual Compensation category listed above
consists of payments on stock appreciation rights. The All Other Compensation
category consists of the vested and non-vested benefits in the profit sharing,
employees stock ownership, and retirement benefit savings plans and payouts
from the supplemental employee retirement plan.
</TABLE>
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 in one year, 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 and may be
exercised immediately. There are no plan provisions for reload or
tax-reimbursement features. The following table contains all material
information concerning the grant of stock options and stock appreciation
rights to the Chairman of the Board of Directors & Treasurer, President, and
the next three most highly compensated officers of the Corporation whose
total compensation exceeded $100,000 in the fiscal year ended December 31,
1994.
<PAGE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Terms
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
<S> <S> <S> <S> <S> <S> <S>
Norman S. Rich 1,000 9.5% 26.250 4/07/2004 16,508 41,836
3,000 12.2% 25.375 9/01/1995 3,806 7,613
</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 next three
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 $24.125.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name Type on Exercise (#) Realized ($) Unexercisable Unexercisable
<S> <S> <S> <S> <S> <S>
Norman S. Rich Options - - 3,000 / 0 0 / 0
SARs - - 0 /3,000 0 / 0
</TABLE>
RETIREMENT PLANS
Pension. The Corporation maintains, at its sole expense, a 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.
PENSION PLAN TABLE
Years of Service
Remuneration 10 15 20 25 30 35 40
$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
<PAGE>
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 10, 1995, as follows: Sigfried Weis,
56 years; Robert F. Weis, 48 years; Norman S. Rich, 30 years, Robert E. Lutz,
1 year. 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. The
Corporation froze the accrued benefits under the Pension Plan effective March
15, 1994 and implemented the Retirement Savings Plan in its place.
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 $348,799 and $279,039, respectively, if they
retire 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.
Retirement Savings Plan. The Corporation maintains a Retirement Savings
Plan pursuant to Section 401(k) of the Internal Revenue code of 1986, as
amended. Employees become eligible to participate once they complete one year
of eligibility service and attain the age of 21. On a semi-annual basis, the
Corporation contributes into the plan at the rate of 25% of the employees first
4% of elective deferral. Plan participants are 100% vested in their accounts
after 7 years of service with the Corporation and are entitled to receive a
distribution of their vested accounts upon termination of employment,
including retirement, disability or death.
The Pension Plan, Profit Sharing Plan, and Stock Ownership Plans were
amended during 1994 so as to remain in compliance with the Internal Revenue
Code of 1987. Employees were notified of the amendments and the determination
letters were filed with the Internal Revenue Service. The Corporation pays for
all of the expenses associated with the administration of these plans except
the Retirement Savings Plan.
SHAREHOLDER RETURN PERFORMANCE
The following line graph compares the yearly percentage change in the
cumulative total shareholder return on the Corporation'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.
<PAGE>
COMPARATIVE FIVE-YEAR TOTAL RETURNS
(FIVE-YEAR TOTAL GRAPH PLACED HERE)
1989 1990 1991 1992 1993 1994
Weis Markets 100.00 102.97 88.25 93.43 99.11 91.19
S&P 500 100.00 96.83 126.41 136.26 150.01 151.73
Peer Group 100.00 102.20 128.90 128.92 123.31 131.68
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.
COMPARATIVE TEN-YEAR INCOME PERCENTAGES
(COMPARATIVE TEN-YEAR GRAPH PLACED HERE)
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
Weis Markets 5.91% 5.92% 6.73% 6.95% 6.97% 6.82% 6.23% 5.64% 5.06% 4.90%
Peer Group 1.36% 1.00% .67% 1.01% .95% 1.38% 1.32% .97% 1.19% 1.54%
APPROVAL OF 1995 STOCK OPTION PLAN
The Board of Directors has adopted a new incentive stock option plan (the
"New Plan") and recommends its approval at the Annual Meeting to be held on
April 4, 1995. The favorable vote of a majority of the shares present at the
Annual Meeting, in person or by proxy, is required for such approval, and,
unless otherwise specified, all shares presented by proxies will be voted for
approval.
Terms of the New Plan
Under the New Plan, which will terminate 10 years after its
adoption by the Board of Directors, options for an aggregate of
300,000 shares of common stock may be granted to employees,
including officers and directors who are employees. The exercise
price of such options may not be less than 100% of the fair
market value of the common stock at the time of grant. Options
may be exercised immediately, but may not be exercised after the
expiration of ten years from date of grant. Options cannot be
granted to any person who owns, or by virtue of the grant of the
option would be deemed to own, 10% or more of the voting stock of
the Corporation at the time of grant, and for this reason, Mr.
Robert F. Weis is presently not eligible to receive options. The
New Plan will be administered by a Stock Option Committee of the
Board of Directors. The number of shares reserved for purposes
of the New Plan, the exercise price per share and the number of
shares purchasable will be subject to adjustment to protect
against dilution in certain events.
<PAGE>
Tax Effects to the 1995 Plan
The options under this 1995 Plan are intended to qualify as "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code.
Option holders will realize no taxable income or gain at the time of exercise
of options granted under this plan, and any profits realized by them from a
subsequent sale of shares purchased on exercise will be taxable to them as
capital gains and not ordinary income, provided at least one year has elapsed
between exercise and such sale, and two years from the date that such options
were acquired from the company. The Corporation itself will derive no tax
benefit and take no tax deduction with respect to options issued under the New
Plan, except where the option holder realizes ordinary income, provided the
sale does not occur until the later of (a) one year after the date of exercise
and (b) two years after the option was granted.
Restrictions on Transferability
Options are not transferable except by will or the laws of descent and
distribution, and are exercisable only by the grantee during his lifetime or,
in the case of his death, by his executors, administrators, legatees or
distributees during the three month period following his death, with the
company's consent and within 3 months from date of retirement or death, when
the option may be exercised to the extent the grantee could have exercised it
at the time of his death. An option lapses forthwith if the grantee ceases to
be an eligible employee for any cause other than death, or retirement as
permitted by the New Plan. Options are subject to cancellation if the grantee
shall have engaged in employment or business activities substantially
detrimental to the best interests of the Corporation.
Purpose of the 1995 Plan
The purpose of the 1995 Plan is to provide key employees an opportunity to
buy shares of the Corporation's common stock over a period of years on a
favorable basis, thus encouraging personal interest in the success of the
Corporation and furnishing a further incentive to remain in its employ and to
increasing efforts in its behalf. The New Plan is similar to the Corporation's
1965 Plan, 1975 Plan and the 1985 Plan and this Plan has the same purpose as
those Plans.
APPROVAL OF AUDITORS
Upon the recommendations of the Audit Committee, consisting of Directors
Shulman and Sacerdote, the Board of Directors of the Corporation has appointed
KPMG Peat Marwick LLP, independent certified public accountants, to audit the
accounts of the Corporation for the fiscal year 1995 and proposed that the
shareholders approve this selection at the annual meeting. KPMG Peat Marwick
LLP has been auditing the accounts of the Corporation for the past thirteen
years. No representatives of KPMG Peat Marwick LLP will be present at the
meeting of shareholders.
By order of the Board of Directors
WILLIAM R. MILLS
Secretary of the Corporation
Dated: March 10, 1995
