<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
BRIDGFORD FOODS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not required.
[ ] 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the 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:
------------------------------------------------------------------------
<PAGE> 2
BRIDGFORD FOODS CORPORATION
----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 12, 1997
----------------------
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 12, 1997 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 2, 1996.
(3) To transact such other business as may properly come
before the meeting.
Shareholders of record at the close of business on February 7, 1997 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 10, 1997
<PAGE> 3
BRIDGFORD FOODS CORPORATION
1308 NORTH PATT STREET, ANAHEIM, CALIFORNIA 92801
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 12, 1997
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 12, 1997 at 10:00 a.m., and at any adjournment thereof. All shareholders
of record at the close of business on February 7, 1997 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 10, 1997.
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 7, 1997, 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> 4
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 7, 1997 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 62 Chairman and Member of the
Executive Committee 1952
Robert E. Schulze 62 President and Member of the
Executive Committee 1980
Hugh Wm. Bridgford 65 Chairman of the Executive Committee
and Vice President 1952
Paul A. Gilbert 54 Director 1993
John W. McNevin 73 Director 1987
Steven H. Price 56 Director 1988
Norman V. Wagner II 67 Director 1990
Paul R. Zippwald 59 Director 1992
</TABLE>
(1) Hugh Wm. Bridgford, Allan L. Bridgford and Robert E. Schulze are
full-time employees of the Company. Hugh 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.
Hugh Wm. Bridgford, Chairman of the Executive Committee and elected Vice
President in March of 1995, 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 has been Senior Vice President, Sales, Smith Barney, Inc.
since August 1994 and was formerly with Kidder, Peabody & Co. Incorporated, an
investment banking firm. Mr. Gilbert has held these respective positions for
more than the past five years.
2
<PAGE> 5
John W. McNevin has been a consultant to Eastman/Office Depot, Inc., an
office supply company since 1996. Prior to 1996, Mr. McNevin was vice president
of Eastman/Office Depot, a position he held for more than 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 1996 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 $750 for each meeting
attended. Employee directors received no additional compensation for their
services.
COMPENSATION AND AUDIT COMMITTEES
During fiscal 1996, 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 1996, 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 1996, each of which
was attended by all committee members.
EXECUTIVE OFFICERS
The Company has five executive officers elected on an annual basis to
serve at the pleasure of the Board of Directors:
Allan L. Bridgford Chairman(1)
Robert E. Schulze President(1)
Hugh Wm. Bridgford Vice President(1)
Salvatore F. DeGeorge Senior Vice President
Lawrence D. English Vice President
(1) Messrs. Allan L. Bridgford, Robert E. Schulze and Hugh 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 Hugh 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 66, 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 65, has served as a Vice President of the
Company for more than the past five years.
3
<PAGE> 6
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 7, 1997 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
Hugh Wm. Bridgford 41,014 5,914,378 5,955,392 63.38
1308 N. Patt St
Anaheim, CA 92801
Allan L. Bridgford 127,176 5,914,378 6,041,554 64.29
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 137,154 -- 137,154 1.46
Salvatore F. DeGeorge 2,085 -- 2,085 *
Lawrence D. English 4,366 -- 4,366 *
Paul A. Gilbert 500 -- 500 *
John W. McNevin 12,511 -- 12,511 *
Steven H. Price 1,155 -- 1,155 *
Norman V. Wagner II 1,125 -- 1,125 *
Paul R. Zippwald 1,200 -- 1,200 *
All directors and officers
as a group --
and beneficial owners of
more than 5% of common
stock (13 persons) 6,249,131 -- 6,249,131 66.50
</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, Hugh Wm. Bridgford, Baron R.H. Bridgford and
Bruce H. Bridgford presently own 16.25%, 10.53%, 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%,0%, 2.91% and 1.21%,
respectively, of such outstanding voting capital stock. The remaining percentage
of BII stock (49.23%) is owned of record, or beneficially, by 36 additional
members of the Bridgford family. Historically, Hugh Wm. Bridgford and Allan L.
Bridgford have jointly voted all shares owned by BII.
4
<PAGE> 7
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 1994, 1995 and 1996 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> <C>
Allan L. Bridgford, 1996 169,070 272,500(2)(3) - -0- -0- -0- 3,500
Chairman of the 1995 168,217 320,000(2)(3) - -0- -0- -0- 3,500
Board(1) 1994 155,155 300,000(2)(3) - -0- -0- -0- 3,500
Robert E. Schulze 1996 169,070 272,500(2)(3) - -0- -0- -0- --
President(1) 1995 168,217 320,000(2)(3) - -0- -0- -0- --
1994 155,155 300,000(2)(3) - -0- -0- -0- --
Hugh Wm. Bridgford 1996 169,070 272,500(2)(3) - -0- -0- -0- 3,222
Vice President and 1995 168,217 320,000(2)(3) - -0- -0- -0- 3,222
Chairman of the 1994 155,155 300,000(2)(3) - -0- -0- -0- 3,222
Executive Committee(1)
Salvatore F. DeGeorge 1996 75,860 107,850(3) - -0- -0- -0- --
Senior Vice President 1995 74,905 110,837(3) - -0- -0- -0- --
1994 68,780 109,307(3) - -0- -0- -0- --
Lawerence D. English 1996 58,320 67,116 - -0- -0- -0- --
Vice President 1995 56,785 64,625 - -0- -0- -0- --
1994 52,580 59,518 - -0- -0- -0- --
</TABLE>
*-53 weeks in 1995 versus 52 weeks in 1996 and 1994.
(1) Messrs. Hugh 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: Hugh Wm. Bridgford, Allan L. Bridgford and Robert E. Schulze-- $50,000
each ; Salvatore F. DeGeorge, $25,000. 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 1996, all sums deferred under
the Deferred Compensation Savings Plan earned an interest rate of 9.88%. 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.
5
<PAGE> 8
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; Hugh Wm. Bridgford--$44,156
Salvatore F. DeGeorge--$30,199 and Lawrence D. English-- $20,283; all officers
as a group (5 persons)--$194,558.
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--$50,171; Robert E.
Schulze --$54,854; Hugh Wm. Bridgford --$60,220 Salvatore F. DeGeorge--$53,059;
all officers as a group (4 persons)-- $218,304.
6
<PAGE> 9
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 1996, 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 Hugh 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 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
7
<PAGE> 10
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 1, 1996. 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
[LINE GRAPH]
<TABLE>
<CAPTION>
================================================================================
Fiscal Year 1991 1992 1993 1994 1995 1996
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bridgford 100 116.40 80.86 80.59 76.51 69.77
- --------------------------------------------------------------------------------
S & P 500 100 109.81 126.06 131.12 167.87 205.29
- --------------------------------------------------------------------------------
Peer Group 100 110.77 125.70 141.31 161.52 162.70
================================================================================
</TABLE>
Source: Standard & Poor's Compustat Services, Inc.
Assumes $100 invested November 1, 1991
Assumes dividends reinvested
Fiscal year ending November 1, 1996
8
<PAGE> 11
TOTAL RETURN TO SHAREHOLDERS
TEN YEAR COMPARISON
[LINE GRAPH]
<TABLE>
<CAPTION>
=========================================================================================================================
FISCAL YEAR 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BRIDGFORD 100 254.00 516.59 827.05 1003.22 2035.62 2369.47 1646.07 1640.47 1557.46 1420.25
- -------------------------------------------------------------------------------------------------------------------------
S & P 500 100 106.09 122.93 154.37 147.15 190.10 208.75 239.64 249.25 319.12 390.25
- -------------------------------------------------------------------------------------------------------------------------
Peer Group 100 102.73 110.45 137.25 138.44 191.88 212.55 241.20 271.16 309.93 312.19
=========================================================================================================================
</TABLE>
Source: Standard & Poor's Compustat Services, Inc.
Assumes $100 invested October 31, 1986
Assumes dividends reinvested
Fiscal year ending November 1, 1996
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.
9
<PAGE> 12
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 2, 1996.
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 1998 Annual
Meeting of Shareholders must be received at the Company's principal office no
later than October 1, 1997 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 1, 1996
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 10, 1997
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 1, 1996, 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 January 30, 1997. Requests for copies of such report
should be directed to the Treasurer, Bridgford Foods Corporation, P.O. Box 3773,
Anaheim, California 92803.
10
<PAGE> 13
BRIDGFORD FOODS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 12, 1997
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 10, 1997, and hereby
appoints Hugh 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 1997 Annual
Meeting of Shareholders of BRIDGFORD FOODS CORPORATION, to be held on March 12,
1997 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) [ ]
WITHHOLD AUTHORITY (to vote for all nominees) [ ]
<TABLE>
<S> <C> <C> <C>
Hugh 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>
Hugh 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 1997:
[ ] 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> 14
(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:______________, 1997
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.)
