Notice of Annual Meeting of Shareholders
of
WEIS MARKETS, INC.
April 2, 1996
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of the Shareholders of Weis
Markets, Inc. (the "Corporation"), will be held on Tuesday, April 2, 1996, 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 9, 1996, 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 8, 1996
Sunbury, Pennsylvania
WEIS MARKETS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 2, 1996
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 2, 1996, at 10:00 a.m., Eastern Standard Time, at the principal office
of the Corporation, 1000 South Second Street, Sunbury, Pennsylvania 17801-0471,
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 on or about March 8, 1996.
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
17801-0471. 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 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.
1997 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, 1996.
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. A request for shareholder approval of the appointment of Ernst & Young LLP
as the independent auditors for the Corporation and its wholly owned
subsidiaries.
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.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The holders of Common Stock of the Corporation of record at the close of
business February 9, 1996, 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 42,508,617. The
presence, in person or by proxy, of at least 21,254,309 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 9, 1996.
Name and Address Amount and Nature Percent
of of Beneficial of
Beneficial Owner Ownership Class
------------------------- ------------------- -------
Robert F. Weis 12,813,788 (1) (8) 30.1
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Charles B. Degenstein 9,202,721 (2) (6) 21.6
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Janet C. Weis 5,861,874 (3) 13.8
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Ellen W. P. Wasserman 3,749,424 (4) 8.8
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
The Estate of Sigfried Weis 2,633,195 (5) 6.2
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Mellon Bank Corporation. 17,034,974 (6) (7) (8) 40.1
One Mellon Bank Center
Pittsburgh, PA 15258
1. Of the total of 12,813,788 shares listed, Robert F. Weis has sole voting and
investment power as to all.
2. Of the total of 9,202,721 shares listed, Charles B. Degenstein has shared
voting and investment power as to all.
3. Of the total of 5,861,874 shares listed, Janet C. Weis has sole voting and
investment power as to 3,228,679. Mrs. Weis shares voting power and
investment power on 2,633,195 shares along with Susan Mindel, Nancy Wender
and Ellen Goldstein as the Co-Executrices of the Estate of Sigfried Weis.
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 2,633,195 shares listed, The Estate of Sigfried Weis with
Janet C. Weis, Susan Mindel, Nancy Wender and Ellen Goldstein as Co-
Executrices, has sole voting and investment power as to all.
6. Of the total of 17,034,974 shares listed, Mellon Bank Corporation has sole
voting power as to 824,478 shares and shared voting power as to 9,458,660.
7. 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 Corporation and Charles B.
Degenstein, are co-trustees, sharing voting and investment power as to all.
8. Includes 6,649,087 shares held in trust under the Will of Harry Weis,
deceased, with Mellon Bank Corporation. and Robert F. Weis as co-trustees.
Robert F. Weis has sole voting and investment power as to all.
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:
<TABLE>
Shares of Stock
of the
Period Corporation Percent
of Principal Beneficially Owned of
Name Age Directorship Occupation on February 9, 1996 Class
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert F. Weis 76 1947 Chairman of the 12,813,788 30.1
to date Board & Treasurer
Norman S. Rich 58 1991 President 21,373 *
to date
Micheal C. Rheam 76 1961 Special Projects 155,872 *
to date Coordinator
Joseph I. Goldstein 53 1995 Attorney 6,832 *
to date Crowell & Moring
Peter M. Sacerdote 58 1977 Limited Partner & Chairman 0 *
to date of the Investment Committee
Goldman Sachs Group, LP
Richard E. Shulman 56 1994 President 200 *
to date Industry Systems
Development Co.
All 13 Directors and
Officers as a Group 13,037,402 30.7
* Owns less than 1% of class.
</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 & Treasurer. In January of 1995, Mr.
Weis was appointed Chairman & 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.
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 December of 1994. 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 engaged in the private practice of
law as a Partner with the firm of Crowell & Moring, Washington, D.C. Prior to
joining the firm in 1995, he was an Associate Director of the Division of
Enforcement, United States Securities and Exchange Commission. Mr. Goldstein
has been a member of the Board since 1995.
Peter M. Sacerdote. Mr. Sacerdote is a Limited Partner & Chairman of the
Investment Committee of Goldman Sachs Group, LP. Mr. Sacerdote served as a
general partner of Goldman, Sachs & Co. from 1973 through 1990. Mr. Sacerdote
also serves as a director on the boards of Franklin Resources, Inc., and
Qualcomn, Inc. 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
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 substitures 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
Standard Arrangements. The Corporation's Board held four regular meetings
during 1995. Peter M. Sacerdote, and Richard E. Shulman, attended four of the
Corporation's Board of Directors meetings and Joseph I. Goldstein attended
three. Each of these three directors were compensated $3,800 per meeting
attended. This is the standard annual compensation for non-executive directors
of the Corporation. All other directors attended all meetings without
remuneration.
Other Arrangements. Mr. Richard E. Shulman is President of Industry
Systems Development Co. Upon management's request, Mr. Shulman's firm provided
consulting services to the Company during 1995. Fees for such services amounted
to $18,824 during the fiscal year.
The Audit Committee. The Audit Committee of the Board of Directors was
composed of Messrs. Richard E. Shulman, Joseph I. Goldstein and Peter M.
Sacerdote during fiscal 1995. Mr. Shulman served as Chairman of the Audit
Committee. Mr. Shulman and Mr. Sacerdote attended three of the Audit Committee
meetings held during the year, and Mr. Goldstein attended two. Each member was
compensated $700 for each meeting attended. The Audit Committee acts
independently to review the scope and results of the independently to review the
scope and results of the independent auditors' engagement and reviews the
adequacy of the Corporation's internal accounting controls.
The Compensation Committee. The Compensation Committee of the Board of
Directors was composed of Messrs. Robert F. Weis, Peter M. Sacerdote and Richard
E. Shulman during fiscal year 1995. The Committee is responsible for developing
policies and making specific recommendations about compensation of officers,
including Robert F. Weis in his capacity as Chairman of the Board & Treasurer.
The Compensation Committee held one meeting during the year 1995.
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 Ellen W. P. Wasserman are brother and sister; both owning in
excess of 5% of the common stock of the Corporation. Richard E. Shulman and
Peter Sacerdote are not related to any individual set forth in this Proxy
Statement.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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 & 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
were met by the Chairman of the Board & Treasurer and the President of the
Corporation along with the other executive officers. These business performance
goals are summarized as follows:
- Increase sales and profitability 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 & 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 & 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
entered into a ten year Employment Agreement with the Corporation in 1994. 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.
Respectfully submitted by the Executive Compensation Committee,
Robert F. Weis Richard E. Shulman Peter M. Sacerdote
The table below sets forth, with respect to the last three completed fiscal
years, the compensation of the current Chairman of the Board & Treasurer, the
President of the Corporation and the next two highest compensated executive
officers of the Corporation in 1995. The determination as to which executive
officers to include in the table is based upon total annual salary and bonus
exceeding $100,000 in the last completed fiscal year.
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
----------------------------- -----------
Securities
Other Annual Underlying All Other
Name and Principal Salary Bonus Compensation Options / Compensation
Position Year ($) ($) ($) SARs (#) ($)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Weis 1995 460,000 -- -- -- / -- 5,495
Chairman of the 1994 460,000 -- -- -- / -- 5,602
Board & Treasurer 1993 460,000 -- -- -- / -- 8,917
Norman S. Rich 1995 262,500 4,115 8,250 3,570 / 3,000 16,900
President 1994 218,750 3,377 -- 1,000 / 3,000 16,682
1993 188,750 5,462 4,500 1,000 / 1,500 7,531
William R. Mills 1995 112,458 1,762 2,750 -- / 1,500 10,309
Vice President 1994 103,667 1,633 -- 1,000 / 1,000 9,403
Finance & Secretary 1993 97,083 4,021 1,500 -- / 700 3,622
Walter B. Bruce 1995 109,667 1,727 4,125 -- / 1,500 10,411
Vice President 1994 105,667 1,664 -- 500 / 1,500 9,654
Private Label 1993 101,667 1,601 2,400 -- / 1,000 4,254
Sigfried Weis 1995 153,333 -- 245,917 -- / -- --
Former 1994 460,000 -- -- -- / -- 5,637
Co-Chairman 1993 460,000 -- -- -- / -- 8,954
Robert E. Lutz 1995 81,667 -- -- -- / -- 58,333
Former 1994 140,000 2,212 -- -- / -- 4,743
Vice President 1993 17,420 -- -- -- / -- --
</TABLE>
Mr. Sigfried Weis retired in April of 1995 and passed away in June of 1995.
Benefits earned and accumulated in the supplemental retirement plan over his
many years of service were paid to Mrs. Sigfried Weis, according to the plan
document, and are listed in the Other Annual Compensation column. Mr. Robert
E. Lutz terminated his employment with the Company in July of 1995 and was paid
a severance at his pay rate for the remainder of year. Mr. Lutz's severance
amount is listed in the All Other Compensation column. The Other Annual
Compensation listed for the other officers consists solely of payments on stock
appreciation rights. There are no perquisites to report. The All Other
compensation listed for the other officers in the table consist of the vested
and non-vested benefits in the profit sharing, employees stock ownership,
supplemental retirement and retirement benefit savings plans.
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 & Treasurer, President, and the next two most highly compensated
officers of the Corporation whose total compensation exceeded $100,000 in the
fiscal year ended December 30, 1995.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Terms
- ----------------------------------------------------------------------- --------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Norman S. Rich 3,570 50.0% 28.000 8/01/2005 62,864 159,310
3,000 11.5% 28.000 8/01/1996 4,200 8,400
William R. Mills -- -- -- -- -- --
1,500 5.8% 28.000 8/01/1996 2,100 4,200
Walter B. Bruce -- -- -- -- -- --
1,500 5.8% 28.000 8/01/1996 2,100 4,200
</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 two 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 $28.25.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name Type on Exercise (#) Realized ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Norman S. Rich Options - - 6,570 / 0 10,018 / 0
SARs 3,000 8,250 0 / 3,000 0 / 0
William R. Mills Options - - 2,000 / 0 3,250 / 0
SARs 1,000 2,750 0 / 1,500 0 / 0
Walter B. Bruce Options - - 1,250 / 0 2,000 / 0
SARs 1,500 4,125 0 / 1,500 0 / 0
</TABLE>
RETIREMENT PLANS
Pension. The Corporation maintains, at its sole expense, a trusteed
noncontributory defined benefit Pension Plan covering substantially all full-
time employees hired prior to March 15, 1994. The Corporation froze the accrued
benefits under the Pension Plan effective March 15, 1994 and implemented the
Retirement Savings Plan in its place. The purpose of the Pension Plan is to
provide income after retirement. Substantially all full-time employees entered
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
was automatic upon meeting eligibility requirements as provided in the plan
document. Benefits are computed by an independent actuarial firm using straight
line annuity amounts. The maximum remuneration used in calculating benefits is
$34,000 for all participants.
The table which follows shows the estimated annual benefits payable based
upon retirement at age 65 or older for the participant's lifetime. The benefits
listed in the Pension Plan Table are not subject to any deduction for Social
Security or other offset amounts. 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
The years of credited service for the individuals named in the cash
compensation table as of February 10, 1995, are 49 years for Robert F. Weis,
31 years for Norman S. Rich, 4 years for William R. Mills, 19 years for Walter
B. Bruce, 56 years for Sigfried Weis and 1 year for Robert E. Lutz.
Supplemental Retirement Plans. The Corporation maintains a non-qualified
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 Robert F. Weis would be $306,943 if he
had retired as of the date of this Proxy. The benefit payable on an annual
basis to the beneficiary of Sigfried Weis, is $360,426.
The Corporation also maintains a second non-qualified supplemental
retirement plan for certain of its officers. This Plan is designed to provide
retirement benefits and salary deferral opportunities because of the limitations
imposed by the Internal Revenue Code and the Regulations implemented by the
Internal Revenue Service. Participants in this plan are excluded from
participation in the qualified Profit Sharing or Employee Stock Ownership plans.
The Board of Directors annually determines the amount of the allocation to the
Plan at its sole discretion. The allocation among the various plan participants
is made in relationship to their compensation, years of service and job
performance. Plan participants are 100% vested in their accounts after 7 years
of service with the Corporation. Benefits are distributed among participants
upon reaching the applicable retirement age. Substantial risk of benefit does
exist for participants in this plan.
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.
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.
COMPARATIVE FIVE-YEAR TOTAL RETURNS
(Graph is inserted at this point on actual proxy statement.)
1990 1991 1992 1993 1994 1995
- -----------------------------------------------------------------------------
Weis Markets 100.00 85.70 90.56 96.07 83.39 106.60
S&P 500 100.00 130.55 140.72 154.91 157.39 216.42
Peer Group 100.00 127.11 126.71 122.52 131.11 168.28
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
(Graph is inserted at this point on actual proxy statement.)
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
- ------------------------------------------------------------------------------
Weis Markets 5.92% 6.73% 6.95% 6.97% 6.82% 6.23% 5.64% 5.06% 4.90% 4.82%
Peer Group .91% .57% .91% .85% 1.30% 1.24% .90% 1.13% 1.49% 1.63%
APPROVAL OF AUDITORS
Subject to ratification by the shareholders, the Board of Directors of the
Corporation has appointed Ernst & Young LLP, independent auditors, to audit the
financial statements of the Corporation for the fiscal year 1996.
The decision to change from KPMG Peat Marwick LLP, ("KPMG"), was made on January
22, 1996, and will become effective after the filing of the Form 10-K with the
Securities and Exchange Commission for the year ended December 30, 1995. The
report on the financial statements from KPMG for the past two years, or any year
prior to that period, have not contained an adverse opinion or a disclaimer of
opinion. The report has not been qualified or modified as to uncertainty, audit
scope, or accounting principles, except for the adoption of Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities: and No. 109,
"Accounting for Income Taxes."
The decision to change the principal accountant was approved by both the Audit
Committee and the Board of Directors on January 22, 1996. This decision was
based upon a review of competitive bids from several accounting firms. There
have been no disagreements with KPMG on any matter described under the
Securities and Exchange Commissions rules and regulations, Item 304 (a) (1)
(iv) and (v) of Regulation S-K, during the two most recent fiscal years, any
subsequent interim period through the date of dismissal on January 22, 1996, or
in any of the years prior to that period.
The Audit Committee and the Board of Directors recommend that the shareholders
vote "FOR" such ratification.
By order of the Board of Directors
WILLIAM R. MILLS
Secretary of the Corporation
Dated: March 8, 1996
