Notice of Annual Meeting of Shareholders
of
WEIS MARKETS, INC.
April 7, 1998
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of the Shareholders of
Weis Markets, Inc. (the "Corporation"), will be held on Tuesday, April 7,
1998, at 10:00 a.m., Eastern Standard Time, at the principal office of the
Corporation, 1000 South Second Street, Sunbury, Pennsylvania 17801-0471, for
the following purposes:
1. To elect seven 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 independent public accountants 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 6, 1998,
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 3, 1998
Sunbury, Pennsylvania
<PAGE>
WEIS MARKETS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 7, 1998
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 7, 1998, 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 to shareholders on or
about March 3, 1998.
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 $20,000. 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. The Corporation may reimburse 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. It is estimated that such costs will be nominal.
1999 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, 1998.
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. Seven 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 public accountants 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.
The Corporation's by-laws specify that any matter to be brought before an
annual meeting by a shareholder must be received at the principal executive
offices of the corporation not later than the close of business on the sixtieth
day prior to the anniversary date of the immediately preceding annual meeting
of shareholders. Management does not intend to bring any other matters before
the meeting, and does not know of any matter, which is eligible for action at
the meeting.
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<PAGE>
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The holders of Common Stock of the Corporation of record at the close of
business February 6, 1998 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 and to cumulative voting rights in the election of
directors. Under cumulative voting, a stockholder, or the stockholder's
proxies, may vote the number of shares of stock owned by the stockholder for
as many persons as there are directors to be elected, or may cumulate such
votes and give to one or distribute among two or more nominees as many votes
as shall equal the number of directors to be elected multiplied by the number
of the stockholder's shares of stock.
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 41,772,607. The presence,
in person or by proxy, of at least 20,886,304 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 6, 1998.
Name and Address Amount and Nature Percent
of of Beneficial of
Beneficial Owner Ownership Class
------------------------- --------------------- --------
Robert F. Weis 12,767,407 (1)(5) 30.6
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Charles B. Degenstein 9,202,721 (2)(6) 22.0
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Janet C. Weis 4,075,336 (3) 9.8
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Ellen W. P. Wasserman 3,644,424 (4) 8.7
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Mellon Bank Corporation 16,975,294 (5)(6) 40.6
One Mellon Bank Center
Pittsburgh, PA 15258
1. Of the total 12,767,407 shares listed, Robert F. Weis has sole voting and
investment power as to all.
2. Of the total 9,202,721 shares listed, Charles B. Degenstein has shared
voting and investment power as to all.
3. Of the total 4,075,336 shares listed, Janet C. Weis has sole voting and
investment power as to 3,215,141. Mrs. Weis shares voting power and
investment power on 860,195 shares along with Susan Mindel, Nancy Wender
and Ellen Goldstein as the Co-Executrices of the Estate of Sigfried Weis.
Ellen Goldstein is the wife of Joseph I. Goldstein, a director of the
Corporation.
4. Of the total 3,644,424 shares listed, Ellen W. P. Wasserman has sole voting
and investment power as to all.
5. This amount 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.
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<PAGE>
6. Of the total 16,975,294 shares listed, Mellon Bank Corporation has sole
voting power as to 729,648 shares and shared voting power as to 9,458,660.
This amount 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 a
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>
<CAPTION>
Shares of Stock
of the
Period Corporation Percent
of Principal Beneficially Owned of
Name Age Directorship Occupation on February 6, 1998 Class
-------------------- --- ------------ ------------------------------ ------------------- -------
<S> <C> <C> <C> <C> <C>
Robert F. Weis 78 1947 Chairman of the 12,767,407 30.6
to date Board & Treasurer
Norman S. Rich 60 1991 President 21,373 *
to date
William R. Mills 41 1996 Vice President Finance 2,000 *
to date & Secretary
Jonathan H. Weis 30 1996 Vice President Property 87,017 *
to date Management and Development
Michael M. Apfelbaum 37 1996 Partner, Apfelbaum 27,849 *
to date Apfelbaum & Apfelbaum
Attorneys at Law
Joseph I. Goldstein 55 1995 Partner, Crowell & Moring 9,832 *
to date Attorneys at Law
Richard E. Shulman 58 1994 President 210 *
to date Industry Systems
Development Co.
All 14 Directors and
Officers as a Group 12,953,158 31.0
<FN>
* Owns less than 1% of class.
</TABLE>
Robert F. Weis. The Corporation has employed Mr. Weis 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. The Corporation has employed Mr. Rich 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 since 1991. Mr. Rich also serves as a Chairman of the
Board of Trustees of Evangelical Community Hospital.
William R. Mills. The Corporation has employed Mr. Mills since 1992. Mr.
Mills served as Vice President Finance from 1992 through January 26, 1995, at
which time he became Vice President Finance & Secretary of the Corporation.
Mr. Mills has been a member of the Board of Directors since 1996.
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<PAGE>
Jonathan H. Weis. The Corporation has employed Mr. Weis since 1989. Mr. Weis
served the Company in various capacities, including Director of Property
Management and Development, until July 8, 1996, at which time he was appointed
as Vice President Property Management and Development. Mr. Weis has been a
member of the Board of Directors since 1996.
Michael M. Apfelbaum. Mr. Apfelbaum is engaged in the private practice of law
as a Partner with the firm of Apfelbaum, Apfelbaum & Apfelbaum. Mr. Apfelbaum
serves as Co-Counsel for the Charles B. Degenstein Foundation and as City
Solicitor to the City of Sunbury. Mr. Apfelbaum has been a member of the
Board of Directors since 1996.
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 of Directors since 1995.
Richard E. Shulman. Mr. Shulman serves as President of Industry Systems
Development, Co., 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 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
Standard Arrangements. The Corporation's Board held five regular meetings
during 1997. The standard annual compensation for each non-executive director
is $3,800 per regular meeting attended. Messrs. Michael M. Apfelbaum, Joseph
I. Goldstein and Richard E. Shulman, attended all five of the regular meetings
and each received $19,000 in total compensation. All other directors attended
the regular meetings without remuneration.
The Audit Committee. 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 standard
annual compensation for each non-executive director who is a member of this
committee is compensated $700 for each meeting attended. The Audit Committee
of the Board of Directors was composed of Messrs. Michael M. Apfelbaum, Joseph
I. Goldstein and Richard E. Shulman during fiscal 1997.
The Compensation Committee. The Compensation Committee of the Board of
Directors was composed of Messrs. Michael M. Apfelbaum, Richard E. Shulman
and Robert F. Weis during fiscal 1997. Mr. Weis served as Chairman of the
Compensation Committee. 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 1997.
New Director Compensation Arrangements. In October of 1997, the Board of
Directors passed a resolution to establish new compensation arrangements for
non-executive directors effective in fiscal 1998. Each member of the Board of
Directors who is not an employee of the Corporation or any of its subsidiaries
will receive an annual retainer of $16,000 during the fiscal year and $1,000
for each regular meeting attended. Each member of the Audit Committee who is
not an employee of the Corporation or any of itssubsidiaries will receive $700
for each audit committee meeting attended. Each member of the Compensation
Committee who is not an employee of the Corporation or any of its subsidiaries
will receive an annual retainer of $700.
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 Corporation during 1997. Mr.
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<PAGE>
Michael M. Apfelbaum is a partner in the legal firm of Apfelbaum, Apfelbaum
and Apfelbaum. Upon management's request, Mr. Apfelbaum's firm provided legal
services to the Corporation during 1997.
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. Jonathan H. Weis is
the son of Robert F. Weis. Messrs. Michael M. Apfelbaum and Richard E.
Shulman are not related to any individual set forth in this Proxy Statement.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors believes that
the primary objective of the Corporation's executive compensation policies
should be to attract and retain qualified executives, which is critical to the
on-going success of the Company. The Committee has designed its executive
compensation program based upon factors that 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 factors used may vary
among executive officers, including the Chairman of the Board & Treasurer and
the President of the Corporation.
The Committee's primary objective is achieved by providing appropriate
compensation and incentives that are competitive with executives at selected
peer companies of comparable size and position in the retail business, while
keeping compensation in line with the financial objectives of the Corporation.
The Committee recognizes the fact that the Corporation is engaged in a highly
competitive industry and thus annually examines market compensation levels and
trends in the labor market.
The Committee evaluates the attainment of planned objectives throughout the
course of employment with particular attention to the most recent fiscal year.
This is accomplished through a structured review process with input from the
Executive Committee. A primary business goal of each of the executives is to
improve the Company's financial performance with a balanced approach to both
long and short-term sales and profit growth. Each individual was also
challenged to enhance customer service and increase employee productivity
through technological advances. The Chairman of the Baord & Treasurer and
the President of the Corporation along with the other executive officers
substantially met the specific planned objectives during the most recent fiscal
year.
The Committee subjectively evaluates the performance of the executive officers
including 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. This includes quantitative
measures against objectives as well as qualitative factors such as the
individuals decision-making responsibilities, the professional experience
required to perform given tasks, and their leadership and team-building skills.
The Committee notes that the Chairman of the Board & Treasurer has served the
Corporation since 1946 and the President has serviced the Corporation since
1964. They have both contributed significantly tot he 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 Agreements. The Committee notes that the President
and Vice President Finance & Secretary have employment agreements with the
Corporation. These agreements specify the terms of employment, including pay
factors through the year 2004. The agreements provide that employment shall
be at will, but if employment is terminated without cause, or the officer
resigns for good reason, the officer shall receive his remaining salary and
all benefits payable under the agreement. The agreements include a covenant
not to compete clause, which is limited by time and geography. The Committee
believes that the employmnet agreements are in the best interest of both the
Corporation and the two officers, since it helps to assure continued leadership
for the Corporation and job security to the officers.
Respectfully submitted by the Executive Compensation Committee,
Robert F. Weis Richard E. Shulman Michael M. Apfelbaum
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<PAGE>
Summary Compensation Table - 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 three
highest compensated executive officers of the Corporation in 1997. The
determination as to which executive officers to include in the table are based
upon total annual salary and bonus exceeding $100,000 in the last completed
fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
------------------------------ -------------
Securities
Other Annual Underlying All Other
Name and Principal Salary Bonus Compensation Options / Compensation
Position Year ($) ($) ($) SARs (#) ($)
-------------------- ---- ------- ------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Weis 1997 460,000 -- -- -- / -- 5,319
Chairman of the 1996 460,000 -- -- -- / -- 5,282
Board & Treasurer 1995 460,000 -- -- -- / -- 5,495
Norman S. Rich 1997 350,000 5,355 4,125 3,000 / 6,000 27,134
President 1996 312,500 4,779 10,500 3,000 / 3,000 19,193
1995 262,500 4,115 8,250 3,570 / 3,000 16,900
Leslie H. Knox 1997 182,917 2,799 1,375 3,000 / 1,200 6,923
Vice President 1996 177,083 2,738 3,500 3,000 / 1,000 4,715
Merchandising 1995 72,917 -- -- 3,570 / 1,000 --
William R. Mills 1997 160,500 2,456 2,750 2,000 / 3,000 13,719
Vice President 1996 128,000 1,958 5,250 1,000 / 2,000 12,912
Finance & Secretary 1995 112,458 1,762 2,750 -- / 1,500 10,309
Walter B. Bruce 1997 117,667 1,800 2,475 300 / 2,100 12,315
Vice President 1996 113,667 1,757 5,250 300 / 1,800 10,437
Private Label 1995 109,667 1,727 4,125 -- / 1,500 10,411
</TABLE>
"Other Annual Compensation" consists solely of payments on stock appreciation
rights. There are no perquisites to report. "All Other Compensation"
consists of the vested and non-vested benefits in the profit sharing, employees
stock ownership, supplemental retirement and retirement benefit savings plans.
The current year retirement amounts were estimated by outside actuaries for
purposes of this report. Leslie H. Knox was hired on August 1, 1995.
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
stock options and stock appreciation rights granted to the named executives
in the fiscal year ended December 27, 1997.
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<PAGE>
<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 3,000 32.9% 32.875 08/01/2007 62,025 157,183
6,000 15.3% 32.875 08/01/1998 9,863 19,725
Leslie H. Knox 3,000 22.1% 32.875 08/01/2007 62,025 157,183
1,200 3.1% 32.875 08/01/1998 1,973 3,945
William R. Mills 2,000 14.7% 32.875 08/01/2007 41,350 104,789
3,000 7.7% 32.875 08/01/1998 4,931 9,863
Walter B. Bruce 300 2.2% 32.875 08/01/2007 6,202 15,718
2,100 5.4% 32.875 08/01/1998 3,452 6,904
</TABLE>
The following table summarizes stock options and stock appreciation rights
exercised during 1997 and presents the value of unexercised options and stock
appreciation rights held by the named executives at fiscal year end. The
closing price of the stock at the fiscal year end was $35.00.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable / Exercisable /
Name Type on Exercise (#) Realized ($) Unexercisable Unexercisable
-------------------- ------- --------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
Norman S. Rich Options - - 12,570 / 0 71,240 / 0
SARs 3,000 4,125 0 / 6,000 0 / 12,750
Leslie H. Knox Options - - 9,570 / 0 41,865 / 0
SARs 1,000 1,375 0 / 1,200 0 / 2,550
William R. Mills Options 1,000 7,625 4,000 / 0 16,250 / 0
SARs 2,000 2,750 0 / 3,000 0 / 6,375
Walter B. Bruce Options - - 1,850 / 0 12,125 / 0
SARs 1,800 2,475 0 / 1,800 0 / 4,463
</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 was 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
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<PAGE>
as provided in the plan document. Benefits are computed by an independent
actuarial firm using straight-life annuity amounts. The maximum remuneration
used in calculating benefits is $34,000 for all participants.
The table that 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 6, 1998, are 51 years for Robert F. Weis, 33 years for
Norman S. Rich, 6 years for William R. Mills, and 21 years for Walter B. Bruce.
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 $371,401 if he
had retired as of the date of this Proxy.
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 forfeiture
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
and are entitled to receive a distribution of their vested accounts upon
termination of employment, including retirement, disability or death.
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. Vested
interest in plan assets are distributed to 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. 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%
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<PAGE>
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
(The actual Proxy has a graph of the Comparative
Five-Year Total Returns located in this area.
The data for the graph is in the following
table, which is also printed in the Proxy.)
1992 1993 1994 1995 1996 1997
Weis Markets 100.00 106.08 97.60 117.71 136.65 154.52
S&P 500 100.00 110.09 111.85 153.80 189.56 252.82
Peer Group 100.00 108.72 118.42 153.61 212.31 298.48
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
(The actual Proxy has a graph of the Comparative Ten-Year
Income Percentages located in this area. The data for
the graph is in the following table. The data is not
printed in the proxy.)
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<PAGE>
APPROVAL OF AUDITORS
Subject to ratification by the shareholders, the Board of Directors of the
Corporation has appointed Ernst & Young LLP, independent public accountants,
to audit the financial statements of the Corporation for the fiscal year 1998.
Representatives of the firm of Ernst & Young LLP will be on premise during the
Annual Meeting of Shareholders, but will not be present at the meeting to
answer questions. 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 3, 1998
-11-
<PAGE>
APPENDIX A
PROXY CARD
FRONT SIDE OF PROXY CARD:
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1. Election of Directors Nominees Robert F. Weis
Norman S. Rich
Richard E. Shulman
Joseph I. Goldstein
Jonathan H. Weis
Michael M. Apfelbaum
William R. Mills
2. Proposal to approve the appointment of Ernst & Young LLP as the independent
public accountants of the corporation.
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REVERSE SIDE OF PROXY CARD:
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WEIS MARKETS, INC.
1000 South Second Street
Sunbury Pennsylvania 17801
THIS PROXY IS SOLICITED ON BEHALF OF THE ISSUER
The undersigned hereby appoints Robert F. Weis and Norman S. Rich, and each
of them, with the power of substitution, the proxies, to vote as designated
on the reverse side, all the shares which the undersigned held on record
February 6, 1998 at the Annual Meeting of the stockholders at the above
address at 10:00 a.m. on April 7, 1998 and any adjournment thereof.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any postponement or
adjournment thereof.
The shares represented by this proxy, duly executed, will be voted. In the
event instructions are given in the spaces provided, they will be voted in
accordance therewith; If no direction is made, this proxy will be voted FOR
all the nominees listed and proposal 2. If necessary, cumulative voting
rights will be exercised to secure the election of as many as possible of
the Board of Directors' nominees.
