Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 ( Amendment No. )
Filed by Registrant X
Filed by Party other than Registrant
Check the appropriate box:
Preliminary Proxy Statement
x Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Bridgford Foods Corporation
(Name of Registrant as Specified in its Charter)
Raymond F. Lancy
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee ( Check the appropriate box):
x $125 per Exchange Act Rules 0-11 (c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
$500 per each party to the controversy pursuant to Exchange Act Rules
14a-6(i)(3)
Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
4) Proposed aggregate value of the transaction:
Check box if any part of fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsettting fee was
paid previously. Identify the previous filing by registration statement
number, of Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
BRIDGFORD FOODS CORPORATION
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 20, 1996
--------------
To the Shareholders of
BRIDGFORD FOODS CORPORATION:
The annual meeting of the shareholders of Bridgford Foods Corporation,
a California corporation (the "Company"), will be held at the Holiday Inn, 222
W. Houston Avenue, Fullerton, California, on Wednesday, March 20, 1996 at 10:00
a.m., for the following purposes:
(1) To elect eight directors to hold office for one year or
until their successors are elected and qualified.
(2) To ratify the appointment of Price Waterhouse LLP as
independent public accountants of the Company for its fiscal year
commencing November 4, 1995.
(3) To transact such other business as may properly come
before the meeting.
Shareholders of record at the close of business on February 12, 1996
are entitled to notice of and to vote at said meeting or any adjournment
thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. HOWEVER, TO ASSURE YOUR REPRESENTATION AT THE MEETING, THE BOARD OF
DIRECTORS RESPECTFULLY URGES YOU TO SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IF YOU ATTEND
THE MEETING IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR OWN SHARES.
By order of the Board of Directors
William L. Bridgford
Secretary
Anaheim, California
February 14, 1996
<PAGE>
BRIDGFORD FOODS CORPORATION
1308 NORTH PATT STREET, ANAHEIM, CALIFORNIA 92801
-----------
PROXY STATEMENT
-----------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 20, 1996
The enclosed proxy is solicited by the Board of Directors of Bridgford
Foods Corporation, a California corporation (the "Company"), for use at the
annual meeting of shareholders of the Company (the "Annual Meeting") to be held
at the Holiday Inn, 222 W. Houston Avenue, Fullerton, California, on Wednesday,
March 20, 1996 at 10:00 a.m., and at any adjournment thereof. All shareholders
of record at the close of business on February 12, 1996 are entitled to notice
of and to vote at such meeting. This Proxy Statement and the accompanying proxy
are being mailed on or about February 14, 1996.
The persons named as proxies were designated by the Board of Directors
and are officers and directors of the Company. Any proxy may be revoked or
superseded by executing a later proxy or by giving notice of revocation in
writing prior to, or at, the Annual Meeting, or by attending the Annual Meeting
and voting in person. Attendance at the Annual Meeting will not in and of
itself constitute revocation of the proxy. All proxies which are properly
completed, signed and returned to the Company prior to the Annual Meeting, and
not revoked, will be voted in accordance with the instructions given in the
proxy. If a choice is not specified in the proxy, the proxy will be voted FOR
election of the director nominees listed below and FOR ratification of the
Company's appointment of Price Waterhouse LLP as independent public accountants
for the Company. Management does not know of any matters which will be brought
before the Annual Meeting other than those specifically set forth in the notice
hereof. However, if any other matter properly comes before the Annual Meeting,
it is intended that the proxies, or their substitutes, will vote on such
matters in accordance with their best judgment.
All expenses incurred in connection with this solicitation will be
borne by the Company. The Company will reimburse brokers and others who incur
costs to send proxy materials to beneficial owners of stock in a broker or
nominee name.
At the close of business on February 12, 1996, there were 9,396,933
shares of common stock of the Company outstanding. Each share of common stock
entitles the holder thereof to one vote on each matter to be voted upon by such
shareholders.
1
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The directors of the Company are elected annually to serve until the
next annual meeting of the shareholders or until their respective successors
are elected. At the Annual Meeting, eight directors are to be elected. Each
of these individuals has served as a director since the last annual meeting.
All current directorships are being filled.
Unless otherwise instructed, shares represented by the proxies will be
voted for the election of the nominees listed below. Each nominee has
indicated that he is willing and able to serve as director if elected. In the
event that any of such nominees shall become unavailable for any reason, an
event which management does not anticipate, it is intended that proxies will be
voted for substitute nominees designated by management.
The following table and biographical summaries set forth, with respect
to each nominee for director, his age, the positions he holds in the Company
and the year in which he first became a director of the Company. Data with
respect to the number of shares of the Company's Common Stock beneficially
owned by each of such directors as of February 12, 1996 appears on page 4 of
this Proxy Statement.
<TABLE>
<CAPTION>
YEAR
FIRST BECAME
NAME AGE CURRENT POSITION AT THE COMPANY(1) DIRECTOR
---- --- ---------------------------------- ------------
<S> <C> <C> <C>
Allan L. Bridgford 61 Chairman and Member of the
Executive Committee 1952
Robert E. Schulze 61 President and Member of the
Executive Committee 1980
H. Wm. Bridgford 64 Chairman of the Executive Committee
and Vice President 1952
Paul A. Gilbert 53 Director 1993
John W. McNevin 72 Director 1987
Steven H. Price 55 Director 1988
Norman V. Wagner II 66 Director 1990
Paul R. Zippwald 58 Director 1992
</TABLE>
(1) H. Wm. Bridgford, Allan L. Bridgford and Robert E. Schulze are full-time
employees of the Company. H. Wm. Bridgford and Allan L. Bridgford are
brothers.
DIRECTORS
Allan L. Bridgford, elected Chairman in March of 1995, served previously
as President of the Company for more than five years and has been a full-time
employee of the Company since 1957.
Robert E. Schulze, elected President in March of 1995, served previously
as Executive Vice President, Secretary and Treasurer of the Company for more
than five years. Mr. Schulze has been a full-time employee of the Company
since 1964.
2
<PAGE>
H. Wm. Bridgford, Chairman of the Executive Committee and Vice President,
previously served as Chairman of the Board of the Company for more than five
years and has been a full time employee of the Company since 1955.
Paul A. Gilbert is Senior Vice President, Sales, Smith Barney, Inc. and
was formerly with Kidder, Peabody & Co. Incorporated, an investment banking
firm. Mr. Gilbert has held these positions for more than the past five years.
John W. McNevin is Vice President of Eastman/Office Depot, Inc., an
office supply company, a position he has held for more than the past five
years.
Steven H. Price has been in the family property management business for
more than the past five years. Mr. Price also was active as an avocado farmer
for more than five years prior to the sale of his property in 1991.
Norman V. Wagner II was President of Signal Landmark Properties, Inc., a
real estate development firm, from 1976 until his retirement in 1988. Mr.
Wagner is currently retired.
Paul R. Zippwald was Regional Vice President and Head of Commercial
Banking for Bank of America NT&SA, North Orange County, California, for more
than five years prior to his retirement in July 1992.
During fiscal year 1995 the Company's Board of Directors held 12 regular
monthly meetings. Each of the nominees holding office attended at least 75% of
the monthly meetings. Non-employee directors were paid $700 for each meeting
attended. Employee directors received no additional compensation for their
services.
COMPENSATION AND AUDIT COMMITTEES
During fiscal 1995, the Board of Directors maintained two committees, the
Compensation Committee and the Audit Committee. The Compensation Committee
consisted of Messrs. Gilbert, McNevin, Price, Wagner and Zippwald, each of whom
served thereon without additional compensation. Each of these individuals were
non-employee directors. The Compensation Committee is responsible for
establishing and administering the Company's compensation arrangements for all
executive officers. The Compensation Committee held two formal meetings during
fiscal 1995, each of which was attended by all committee members.
The Audit Committee consisted of Messrs. Gilbert, McNevin, Price, Wagner
and Zippwald, each of whom served thereon without additional compensation. The
Audit Committee meets periodically with the Company's independent public
accountants and reviews the Company's accounting policies and internal
controls. It also reviews the scope and adequacy of the independent
accountants' examination of the Company's annual financial statements. In
addition, the Audit Committee recommends the firm of independent public
accountants to be retained by the Company and approves all material non-audit
services provided by them. The Audit Committee held two formal meetings during
fiscal 1995, each of which was attended by all committee members.
3
<PAGE>
EXECUTIVE OFFICERS
The Company has five executive officers elected on an annual basis to
serve at the pleasure of the Board of Directors:
<TABLE>
<S> <C>
Allan L. Bridgford Chairman(1)
Robert E. Schulze President(1)
H. Wm. Bridgford Vice President(1)
Salvatore F. DeGeorge Senior Vice President
Lawrence D. English Vice President
</TABLE>
(1) Messrs. Allan L. Bridgford, Robert E. Schulze and H. Wm. Bridgford are
each members of the Company's Executive Committee which acts in the
capacity of Chief Executive Officer of the Company.
A biographical summary regarding Messrs. Allan L. Bridgford, Robert E.
Schulze and H. Wm. Bridgford is set forth above under the caption "Directors."
Biographical information with respect to the Company's other executive officers
is set forth below:
Salvatore F. DeGeorge, age 65, has served as a Vice President of the
Company for more than the past five years and was elected Senior Vice President
in 1990.
Lawrence D. English, age 64, has served as a Vice President of the
Company for more than the past five years.
4
<PAGE>
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information known to the
Company with respect to the beneficial ownership of the Company's Common Stock
as of February 14, 1996 by each shareholder known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, by each
director, by each executive officer named in the Summary Compensation Table and
by all officers and directors as a group:
AMOUNT AND NATURE OF SHARES BENEFICIALLY OWNED
<TABLE>
<CAPTION>
PERCENTAGE OF
SOLE SHARED OUTSTANDING
NAME AND ADDRESS VOTING AND VOTING AND TOTAL SHARES
OF BENEFICIAL OWNER INVESTMENT POWER INVESTMENT POWER(1) BENEFICIALLY OWNED BENEFICIALLY OWNED
- ------------------- ---------------- ------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Bridgford Industries 5,914,378 -- 5,914,378 62.94
Incorporated
1308 N. Patt St.
Anaheim, CA 92801
H. Wm. Bridgford 50,224 5,914,378 5,964,602 63.47
1308 N. Patt St.
Anaheim, CA 92801
Allan L. Bridgford 116,976 5,914,378 6,031,354 64.18
1308 N. Patt St.
Anaheim, CA 92801
Bruce H. Bridgford 4,949 5,914,378 5,919,327 62.99
1308 N. Patt St.
Anaheim, CA 92801
Baron R.H. Bridgford 1,518 5,914,378 5,915,896 62.96
170 North Green St.
Chicago, IL 60607
Robert E. Schulze 135,505 -- 135,505 1.44
Salvatore F. DeGeorge 2,085 -- 2,085 *
Lawrence D. English 4,366 -- 4,366 *
Paul A. Gilbert 500 -- 500 *
John W. McNevin 2,511 -- 2,511 *
Steven H. Price 1,155 -- 1,155 *
Norman V. Wagner II 1,125 -- 1,125 *
Paul R. Zippwald 200 -- 200 *
All directors officers
as a group --
and beneficial owners of
more than 5% of common
stock (13 persons) 6,235,492 -- 6,235,492 66.36
</TABLE>
* Less than one percent (1%).
(1) Represents shares beneficially owned by Bridgford Industries Incorporated,
a Delaware corporation ("BII"), which presently has no other significant
business or assets. Allan L. Bridgford, H. Wm. Bridgford, Baron R.H.
Bridgford and Bruce H. Bridgford presently own 17.50%, 10.75%, 9.58% and
10.29%, respectively, of the outstanding voting capital stock of BII and
each has the right to vote as trustee or custodian for other stockholders of
BII 0%,.58%, 2.91% and 1.21%, respectively, of such outstanding voting
capital stock. The remaining percentage of BII stock (47.18%) is owned of
record, or beneficially, by 39 additional members of the Bridgford family.
Historically, H. Wm. Bridgford and Allan L. Bridgford, as members of the
board of directors of BII, have jointly voted all shares owned by BII.
5
<PAGE>
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers, and holders of more than
10% of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock of the Company. Based solely upon information provided to the
Company by individual directors and executive officers, the Company believes
that during the preceding fiscal year its officers, directors and holders of
more than 10% of its Common Stock complied with all Section 16(a) filing
requirements.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth summary information concerning
compensation paid or accrued by the Company for services rendered during the
three fiscal years ended 1993, 1994 and 1995 to the Company's chief executive
officer and the four remaining most highly paid executive officers whose salary
and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS PAYOUTS
-------- -------
OTHER(4) ALL(5)
ANNUAL RESTRICTED LTIP OTHER
COMPEN- STOCK OPTIONS/ PAYOUTS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION AWARDS SARS(#) ($) SATION($)
- --------------------------- ---- --------- -------- ------- ---------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Allan L. Bridgford, 1995* 168,217 320,000(2)(3) - -0- -0- -0- 3,500
Chairman of the 1994 155,155 300,000(2)(3) - -0- -0- -0- 3,500
Board(1) 1993 137,259 250,000(2)(3) - -0- -0- -0- 3,500
Robert E. Schulze 1995* 168,217 320,000(2)(3) - -0- -0- -0- -
President(1) 1994 155,155 300,000(2)(3) - -0- -0- -0- -
1993 137,259 250,000(2)(3) - -0- -0- -0- -
H. Wm. Bridgford 1995* 168,217 320,000(2)(3) - -0- -0- -0- 3,222
Vice President and 1994 155,155 300,000(2)(3) - -0- -0- -0- 3,222
Chairman of the 1993 137,259 250,000(2)(3) - -0- -0- -0- 3,200
Executive Committee(1)
Salvatore F. DeGeorge 1995* 74,905 110,837(3) - -0- -0- -0- -
Senior Vice President 1994 68,780 109,307(3) - -0- -0- -0- -
1993 64,780 96,131(3) - -0- -0- -0- -
Lawrence D. English 1995* 56,785 64,625 - -0- -0- -0- -
Vice President 1994 52,580 59,518 - -0- -0- -0- -
1993 46,640 57,109 - -0- -0- -0- -
</TABLE>
* - 53 weeks in 1995 versus 52 weeks in 1994 and 1993.
(1) Messrs. H. Wm. Bridgford, Allan L. Bridgford and Robert E. Schulze are
members of the Company's Executive Committee which acts in the capacity of
Chief Executive Officer of the Company.
(2) Represents deferred contingent compensation payable over periods of five
years pursuant to bonuses granted by the Company's Compensation Committee.
(3) Includes amounts related to the Deferred Compensation Savings Plan as
follows: H. Wm. Bridgford, Allan L. Bridgford and Robert E. Schulze-
-$25,000 each in 1993 and $50,000 each in 1994 and 1995; Salvatore F.
DeGeorge $12,500 in 1993 and $25,000 in 1994 and 1995. The Deferred
Compensation Savings Plan enables certain employees designated by the
Board of Directors to elect, during November of each calendar year, to
defer the payment of a specified portion of their future compensation to
subsequent years. The Company's obligation to pay the sums deferred is
unsecured. Deferred sums are payable to participants upon retirement or
termination of employment. In fiscal 1995, all sums deferred under the
Deferred Compensation Savings Plan earned an interest rate of 10.24%. In
future years the yield on these deferrals is credited at Moody's Investors
Service, Inc. average seasoned bond rate plus 2%. Under current federal
tax law, a participant will not be taxed on the amount of compensation
deferred until it is paid to the participant pursuant to the Deferred
Compensation Savings Plan.
(4) Other annual compensation does not exceed the lesser of $50,000 or 10% of
the total salary and bonus reported for any of the named executives.
(5) Represents premiums paid by the Company in connection with split dollar
insurance policies.
6
<PAGE>
RETIREMENT PLAN
The Company has a defined benefit plan ("Plan") for those of its employees
not covered by collective bargaining agreements. The Plan, administered by a
major life insurance company, presently provides that participants receive an
annual benefit on retirement equal to 1 1/2% of their total compensation from
the Company during their period of participation from 1958. Benefits are not
reduced by Social Security payments or by payments from other sources and are
payable in the form of fully-insured monthly lifetime annuity contracts
commencing at age 65 or the participant's date of retirement, whichever is
later. Based on projections used for computing benefits under the Plan, the
estimated annual benefits at normal retirement would be as follows: Allan L.
Bridgford--$52,091; Robert E. Schulze--$47,829; H. Wm. Bridgford--$44,156
Salvatore F. DeGeorge--$30,199 and Lawrence D. English--$20,153; all officers
as a group (5 persons)--$194,428.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Retirement benefits otherwise available to key executives under the
Company's Plan have been limited by the effects of the Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA") and the Tax Reform Act of 1986 ("TRA"). To
offset the loss of retirement benefits associated with TEFRA and TRA, the
Company has adopted a non-qualified "makeup" benefit plan (Supplemental
Executive Retirement Plan). Benefits will be provided under this plan for key
employees equal to 60% of their final average earnings minus any pension
benefits and primary insurance amounts available to them under Social Security.
However, in all cases the combined benefits are capped at $120,000 per year.
Eligibility is determined by the Board of Directors of the Company and the
projected annual benefits to be paid at normal retirement date to those
presently selected are as follows: Allan L. Bridgford--$51,546; Robert E.
Schulze--$55,659; H. Wm. Bridgford--$61,422 Salvatore F. DeGeorge--$49,189;
all officers as a group (4 persons)--$217,816.
7
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the Performance Graphs on page 9 and 10 shall not be incorporated by
reference into any such filings.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Company consists of the outside members
of the Board of Directors. During fiscal 1995, the Compensation Committee
consisted of Messrs. Gilbert, McNevin, Price, Wagner and Zippwald. The
Company's executive compensation policy's aim is to attract, retain and
motivate key employees while making sure that a relationship exists between
executive compensation and the Company's performance. Accordingly, the Company
policy of compensation for its executive officers is to combine annual base
salaries with bonuses based upon corporate performance.
Historically, the Company has been principally managed by an Executive
Committee consisting of senior executive officers of the Company. The
Executive Committee, as a unit, serves as the Company's "Chief Executive
Officer". The Executive Committee currently consists of three members. The
current members are Allan L. Bridgford, Chairman of the Board of Directors,
Robert E. Schulze, President, and H. Wm. Bridgford, Chairman of the Executive
Committee and Vice President. For the last several years, the Compensation
Committee has determined that each member of the Executive Committee should be
compensated on an equal basis.
The current compensation plan sets forth a minimum base salary of $2,000
per week for each member of the Executive Committee plus incentive amounts that
may be earned as additional future salary and/or as deferred contingent
compensation ("bonuses"). The Compensation Committee deems continuity of
management to be an important consideration for the long-term success of the
business and, therefore, payments of bonuses are currently deferred over a five
year period. No interest is paid or accrued on the earned but unpaid bonuses.
Consistent with the compensation policy for all of the Company's corporate
officers, as discussed below, the principal factor used by the Compensation
Committee to determine the bonuses to be paid the members of the Executive
Committee is the measure of the Company's performance which is based upon the
Company's pretax income and return on shareholders' equity for the current
fiscal year.
The Compensation Committee has elected not to provide incentive
compensation in the form of stock options, stock appreciation rights,
restricted stock or other similar plans. The Compensation Committee also
directs that perquisite compensation be minimal for members of the Executive
Committee. Members of the Executive Committee are not to be provided with
country club memberships, Company automobiles or other similar perquisites.
Compensation for executive officers other than those on the Executive
Committee are recommended to the Compensation Committee by the Executive
Committee which regularly reports to the Board of Directors and the
Compensation Committee on compensation matters relating to other corporate
officers. All corporate officers, top-level managers and many midlevel managers
receive compensation determined by performance based criteria, including both
individual and team accomplishments.
COMPENSATION COMMITTEE
Paul A. Gilbert
John W. McNevin
Steven H. Price
Norman V. Wagner II
Paul R. Zippwald
8
<PAGE>
PERFORMANCE GRAPHS
The comparative stock performance graphs shown below compare the yearly change
in cumulative value of Bridgford Foods Corporation's common stock with certain
index values for both the five and ten year periods ended November 3, 1995.
Both graphs set the beginning value of Bridgford common stock and the indexes
at $100. All calculations assume reinvestment of dividends on a monthly basis.
The five year graph is in dollars and the ten year graph is in thousands of
dollars. The peer group consists of eighteen companies, including the Company,
that comprised the Meat and Poultry Industry Group of Media General Financial
Services. The group includes Bob Evans Farms, Inc.; Cagles', Inc.; Hormel
Foods Corp.; Hudson Foods, Inc.; IBP, Incorporated; Thorn Apple Valley, Inc.;
Tyson Foods, Inc.; Western Beef Inc. and others.
NOTE: The stock price performance shown on the following graphs is not
necessarily indicative of future price performance.
TOTAL RETURN TO SHAREHOLDERS
FIVE YEAR COMPARISON
<TABLE>
<CAPTION>
FISCAL YEAR 1990 1991 1992 1993 1994 1995
- ----------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Bridgford 100 203 236 164 164 155
S & P 500 100 129 142 163 169 217
Peer Group 100 139 154 174 196 224
</TABLE>
Source: Standard & Poor's Compustat Services, Inc.
Assumes $100 invested November 2, 1990
Assumes dividends reinvested
Fiscal year ending November 3, 1995
9
<PAGE>
TOTAL RETURN TO SHAREHOLDERS
TEN YEAR COMPARISON
<TABLE>
<CAPTION>
FISCAL YEAR 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
- ----------- ---- ---- ---- ---- ---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bridgford 100 121 306 623 997 1,209 2,454 2,856 1,984 1,977 1,877
S & P 500 100 133 141 164 206 196 253 278 319 332 425
Peer Group 100 168 173 186 231 233 323 358 406 456 522
</TABLE>
Source: Standard & Poor's Compustat Services, Inc.
Assumes $100 invested November 1, 1985
Assumes dividends reinvested
Fiscal year ending November 3, 1995
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no employment contracts and has no change in control
agreements.
No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries. The Company is not aware
of any transaction involving any member of the Compensation Committee that
would require disclosure for "Compensation Committee Interlocks and Insider
Participation".
RELATED PARTY TRANSACTIONS
The Company is not aware of any related party transactions that would
require disclosure.
10
<PAGE>
PROPOSAL 2
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has, subject to ratification
by the shareholders, appointed Price Waterhouse LLP as independent public
accountants for the Company for the fiscal year commencing November 4, 1995.
Price Waterhouse LLP has been the Company's independent public accountants
since 1958.
Proxies received in response to this solicitation will be voted in favor
of the approval of such firm unless otherwise specified in the proxy. A
representative of Price Waterhouse LLP will be present at the meeting and
available for questions and will have the opportunity to make a statement if
they so desire.
VOTING
Every shareholder, or his proxy, entitled to vote upon the election of
directors may cumulate his or her votes and give one candidate a number of
votes equal to the number of directors to be elected multiplied by the number
of votes to which his shares are entitled, or distribute his or her votes on
the same principle among as many candidates as he thinks fit. No shareholder
or proxy, however, shall be entitled to cumulate votes unless such candidate or
candidates have been nominated prior to the voting and the shareholder has
given notice at the meeting, prior to the voting, of the shareholder's
intention to cumulate such shareholder's votes. If any one shareholder gives
such notice, all shareholders may cumulate their votes for candidates in
nomination. An affirmative vote of a majority of the shares present and voting
at the meeting is required for approval of all items being submitted to the
shareholders for their consideration.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1997 Annual
Meeting of Shareholders must be received at the Company's principal office no
later than October 9, 1996 in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting.
OTHER MATTERS
The Board of Directors is not aware of any matters to be acted upon at the
meeting other than the election of directors and the ratification of the
appointment of Price Waterhouse LLP. If, however, any other matter shall
properly come before the meeting, the persons named in the proxy accompanying
this statement will have discretionary authority to vote all proxies with
respect thereto in accordance with their best judgment.
FINANCIAL STATEMENTS
The annual report of the Company for the fiscal year ended November 3,
1995 accompanies this proxy statement but is not a part of the proxy
solicitation material.
By order of the Board of Directors
William L. Bridgford
Secretary
February 14, 1996
- --------------------------------------------------------------------------------
FORM 10-K
The Corporation will furnish without charge to each person whose proxy is being
solicited, upon request of any such person, a copy of the Annual Report of the
Corporation on Form 10-K for the fiscal year ended November 3, 1995, as filed
with the Securities and Exchange Commission, including financial statements and
schedules thereto. Such report was filed with the Securities and Exchange
Commission on or about February 1, 1996. Requests for copies of such report
should be directed to the Treasurer, Bridgford Foods Corporation, P.O. Box
3773, Anaheim, California 92803.
- --------------------------------------------------------------------------------
11
<PAGE>
BRIDGFORD FOODS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 20, 1996
The undersigned shareholder of BRIDGFORD FOODS CORPORATION, a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated February 14, 1996, and hereby
appoints H. Wm. Bridgford and Allan L. Bridgford, and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 1996 Annual Meeting
of Shareholders of BRIDGFORD FOODS CORPORATION, to be held on March 20, 1996 at
10:00 a.m., local time, at the Holiday Inn, 222 W. Houston Avenue, Fullerton,
California, and at any adjournment thereof, and to vote all shares of Common
Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below:
1. ELECTION OF DIRECTORS:
FOR all nominees listed below (except as indicated) WITHHELD
<TABLE>
<S> <C> <C> <C>
H. Wm. Bridgford Allan L. Bridgford Robert E. Schulze Paul A. Gilbert
John W. McNevin Steven H. Price Norman V. Wagner II Paul R. Zippwald
</TABLE>
If you wish to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below:
<TABLE>
<S> <C> <C> <C>
H. Wm. Bridgford Allan L. Bridgford Robert E. Schulze Paul A. Gilbert
John W. McNevin Steven H. Price Norman V. Wagner II Paul R. Zippwald
</TABLE>
2. PROPOSAL TO RATIFY APPOINTMENT OF PRICE WATERHOUSE LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE COMPANY FOR 1996:
/ / FOR / / AGAINST / / ABSTAIN
and in their discretion, upon such other matter or matters that may properly
come before the meeting or any adjournment thereof.
(continued on reverse side)
<PAGE>
(continued from reverse side)
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF
THE APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS AND AS
SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
# of shares Dated: , 1996
- --------------------------- ------- ---------------
Name (Please Print)
---------------------------
Signature
---------------------------
Signature
(This Proxy should be
marked, dated and signed by
the shareholder(s) exactly
as his or her name appears
hereon, and returned
promptly in the enclosed
envelope. Persons signing
in a fiduciary capacity
should so indicate. If
shares are held by joint
tenants or as community
property, both should
sign.)
<PAGE>
