SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Schedule 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than Registrant [ ]
Check the Appropriate Box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
DOUGHTIE'S FOODS, INC.
(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 ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 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 (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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
DOUGHTIE'S FOODS, INC.
2410 WESLEY STREET
PORTSMOUTH, VIRGINIA 23707
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 1995
The Annual Meeting of Stockholders of Doughtie's Foods, Inc.
will be held on May 23, 1995, commencing at 10:00 a.m., local
time, in the Board Room of Crestar Bank, 500 Main Street, Norfolk,
Virginia, for the following purposes:
1. To elect eight (8) directors for a term of one year;
2. To ratify the selection of Price Waterhouse LLP as
independent public accountants for the year 1995; and
3. To act on such other matters as may be properly brought
before the meeting.
The close of business on April 11, 1995, has been fixed as
the record date for the meeting. All stockholders of record as
of that date are entitled to notice of and to vote at the meeting
and any adjournment thereof.
Your attention is directed to the attached Proxy Statement.
By Order of the Board of Directors:
Michael S. LaRock, Secretary
The date of this notice is April 28, 1995.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY. YOU MAY
WITHDRAW THIS PROXY AND VOTE YOUR OWN SHARES SHOULD YOU FIND IT
CONVENIENT TO ATTEND THE MEETING IN PERSON.
<PAGE>
DOUGHTIE'S FOODS, INC.
2410 WESLEY STREET
PORTSMOUTH, VIRGINIA 23707
PROXY STATEMENT
To Be Mailed Beginning on April 28, 1995
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 23, 1995
The accompanying proxy is solicited by and on behalf of the
Board of Directors of Doughtie's Foods, Inc. (the "Company") for
use at the Annual Meeting of Stockholders of the Company to be
held May 23, 1995, and any adjournment thereof, for the purposes
set forth in this Proxy Statement and the attached Notice of
Annual Meeting of Stockholders. If sufficient proxies are not
returned in response to this solicitation, supplementary
solicitations may also be made by mail or by telephone or
personal interview by directors, officers and regular employees
of the Company, none of whom will receive additional compensation
for these services. Costs of solicitation of proxies will be
borne by the Company, which will reimburse banks, brokerage firms
and other custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in forwarding proxy
materials to the beneficial owners of shares held by them.
If a proxy in the enclosed form is duly executed and
returned, the shares of the Company's Common Stock, par value
$1.00 per share (the "Common Stock"), represented thereby will be
voted, where specification is made by the stockholder on the form
of proxy, in accordance with such specification. If no
directions to the contrary are indicated, the persons named in
the enclosed proxy will vote the shares represented thereby FOR
the election of the named nominees for director and FOR
ratification of the selection of the firm of Price Waterhouse LLP
as the Company's independent public accountants for the current
year. Any stockholder may revoke his proxy by delivery of a new
later dated proxy or by providing written notice of revocation to
the Secretary of the Company at any time before it is voted. A
proxy will not be voted if the stockholder attends the meeting
and elects to vote in person.
Only stockholders of record at the close of business on
April 11, 1995, have the right to receive notice of and to vote
at the Annual Meeting and any adjournment thereof. As of that
date, 1,008,518 shares of Common Stock were outstanding. Each
holder of record of Common Stock is entitled to one vote for each
share held on all matters voted upon.
With regard to the election of directors, stockholders may
vote in favor of all nominees, withhold their votes as to all
nominees or withhold their votes as to specific nominees. With
respect to the ratification of the selection of Price Waterhouse
LLP as the Company's independent public accountants for the
current year, stockholders may vote in favor of or against the
proposal or ratification, or they may abstain from voting. With
respect to the election of directors, the eight nominees
receiving the greatest number of votes cast for the election of
directors will be elected. With respect to all other matters to
come before the Annual Meeting, including the ratification of the
selection of Price Waterhouse LLP as the Company's independent
public accountants for the current year, action on such matter
will be approved if the votes cast in favor of the action exceed
the votes cast opposing the action. Presence in person or by
proxy of the holders of a majority of the outstanding shares of
Common Stock entitled to vote at the meeting will constitute a
quorum. Shares for which the holder has elected to abstain or to
withhold the proxies' authority to vote (including broker
non-votes) on a matter will count towards a quorum, but will have
no effect on the action taken with respect to such matter.
The enclosed form of proxy confers discretionary authority
to vote with respect to any and all of the following matters that
may come before the Annual Meeting: (a) matters which may be
presented at the Annual Meeting at the request of public
stockholders and with respect to which the Company has not
received notice at the date hereof; (b) approval of the minutes
of a prior meeting of stockholders, if such approval does not
amount to ratification of the action taken at the meeting; (c)
the election of any person to any office for which a bona fide
nominee is unable to serve or for good cause will not serve; (d)
any proposal omitted from the Proxy Statement and the form of
proxy pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended; and (e) matters incident to the conduct of the
Annual Meeting. The Board of Directors currently is not aware of
any matters (other than procedural matters) which will be brought
before the Annual Meeting and which are not referred to in the
enclosed Notice of Annual Meeting. If any such matters are
properly brought before the Annual Meeting, the persons named in
the enclosed form of proxy will vote in accordance with their
best judgment.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 14,
1995, as to shares of Common Stock owned by (i) each director of
the Company, (ii) each executive officer named in the summary
compensation table on page 9, (iii) all directors and officers as
a group, and (iv) each person who is known by the Company to own
beneficially more than five percent of the Company's Common
Stock, together with their respective percentages.
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK OF THE
COMPANY BENEFICIALLY
OWNED, DIRECTLY OR PERCENT
INDIRECTLY, AS OF OF
NAME MARCH 14, 1995 <F1> CLASS
<S> <C> <C>
Vernon W. Mules 89,926 <F2> <F3> 8.87
Steven C. Houfek 2,790 <F4> *
Marion S. Whitfield, Jr. 2,800 *
Daniel W. Duncan 1,000 *
Adolphus W. Hawkins, Jr. 877 * H.
Glenn Gray -0- *
Donald B. Ratcliffe -0- *
James F. Cerza, Jr. 422 <F5> * All
officers and directors
as a group (14 persons) 97,815 <F2> <F3> <F4> 9.70
Family Trust u/w
Robert F. Doughtie 151,444 15.02
Voting Trust u/a
dated June 17, 1986 352,627 <F6> 34.96
Mary D. Houfek 12,572 <F3> <F7> <F8> 1.25
Ashley Verlander 229 <F3> <F9> *
Mary H. Doughtie -0- <F5> <F10> <F11> *
____________________
* Less than 1% of outstanding shares of Common Stock.
<FN>
<F1>
Unless otherwise indicated by footnote, each individual has sole voting power
and sole investment power with respect to the shares set forth opposite his
name.
<F2>
Includes 1,154 shares owned of record by Mr. Mules' wife, the control of which
shares Mr. Mules disclaims. Mr. Mules'business address is Doughtie's Foods,
Inc., 2700 Lord Baltimore Drive, Baltimore, Maryland 21244.
<F3>
Does not include 151,444 shares held by Vernon W. Mules, Mary D. Houfek and
Ashley Verlander as trustees of the Family Trust u/w Robert F. Doughtie. Mr.
Mules, Ms. Houfek and Mr. Verlander share voting and investment power with
respect to these shares.
<F4>
Does not include 513,853 shares beneficially held by Mr. Houfek's wife, Mary
D. Houfek, the control of which shares Mr. Houfek disclaims. Ms. Houfek's
beneficial holdings are set forth in the table and notes (3), (7) and (8).
Mr. Houfek's business address is Doughtie's Foods, Inc., 2410 Wesley Street,
Portsmouth, Virginia 23707.
<F5>
The shares are owned of record by Mr. Cerza's wife and Mr. Cerza disclaims the
control of such shares.
<F6>
The shares are owned of record by Mary D. Houfek, Barbara D. Horton and Elsie
Waddell as trustees of the trust (the "Voting Trust"), which was created under
a voting trust agreement among Ms. Houfek, Ms. Horton, Ms. Waddell, and Mary
H. Doughtie dated June 17, 1986. Ms. Houfek, Ms. Horton and Ms. Waddell share
voting and investment power with respect to these shares. On February 23,
1995, the parties to the voting trust agreement agreed to extend the term of
the Voting Trust until December 31, 2004.
<F7>
Does not include 352,627 shares held by Mary D. Houfek, Barbara D. Horton and
Elsie D. Waddell as trustees of the Voting Trust.
<F8>
Includes 9,782 shares held by Ms. Houfek as custodian for certain of her
children and 2,790 shares owned by Ms. Houfek's husband, the control of which
shares Ms. Houfek disclaims. Ms. Houfek's address is 705 Crystal Lane,
Virginia Beach, Virginia 23451. Ms. Houfek is the wife of Steven C. Houfek,
President and director of the Company.
<F9>
Mr. Verlander's business address is American Heritage Life Insurance Company,
76 South Laura Street, Jacksonville, Florida 32202.
<F10>
Does not include 151,444 shares held by the Family Trust u/w Robert F.
Doughtie. Ms. Doughtie is income beneficiary under the Family Trust.
<F11>
Ms. Doughtie's address is 5200 Lake Circle Drive, Portsmouth, Virginia 23703.
Ms. Doughtie is the widow of Robert F. Doughtie.
</FN>
</TABLE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors, executive officers, and persons
who own more than ten percent 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 the Company's
Common Stock and to provide copies of the reports to the Company.
In February 1994, the Board of Directors named the following
persons as officers of the Company: Thomas G. Brown, Vice President -
Purchasing, Food Service Division, William E. Moody, Jr., Vice
President - Sales, Food Service Division, and Jerry D. Nixon, Vice
President - Operations, Food Service Division. In May 1994, the
Board named the following persons as officers of the Company: Alan S.
Kadans, Vice President - Operations, Manufacturing Division, and
Levis E. Cothran, Vice President - Sales and Marketing, Manufacturing
Division. In November 1994, the Board named Michael S. LaRock
as Treasurer and Secretary of the Company. Under Section 16(a), and
the rules of the Commission issued thereunder, each of these
officers was required to file a Form 3 Initial Statement of Beneficial
Ownership of Equity Securities within 10 days of the date on which
he became an officer. However, the Form 3's for these newly elected
officers were not filed with the Commission until March 21,
1995. None of the officers reporting owning any shares.
In April 1993, Ann D. Cerza, wife of James F. Cerza, Jr.,
a director, acquired 422 shares of the Company's Common Stock and in
June 1993, Daniel W. Duncan, a director, acquired 1,000 shares of
the Company's Common Stock. Under Section 16(a), and the rules of
the Commission issued thereunder, each of these directors was required to
file a Form 4 Statement of Changes in Beneficial Ownership of
Equity Securities on or before the tenth day after the end of the
month in which the shares were acquired. However, the Form 4's
reporting these transactions were not filed with the Commission until
April 18, 1995.
Except as previously described, to the Company's knowledge,
based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were
required to be filed, during the fiscal year ended December 31, 1994,
the Company's directors, executive officers, and stockholders
beneficially owning more than ten percent of the Company's Common
Stock complied with their respective Section 16(a) reporting
requirements.
ELECTION OF DIRECTORS
Action will be taken at the meeting to elect a Board of
Directors of eight (8) persons. Unless otherwise directed on the
form of proxy, shares represented by proxies solicited by the
Board of Directors will be voted in favor of the election as
directors of all of the nominees named below, or, in the event
that any such nominee should become unavailable for any reason,
which is not presently anticipated, such proxies will be voted
for a substitute nominee. The persons elected as directors will
hold office until the 1996 Annual Meeting of Stockholders and
until their successors are duly elected and qualified.
Nominees for Director
The Board of Directors has nominated the following persons
for election as directors:
DIRECTOR
NOMINEE AGE SINCE
Vernon W. Mules 65 1967
Steven C. Houfek 46 1986
Marion S. Whitfield, Jr. 49 1986
Daniel W. Duncan 79 1973
Adolphus W. Hawkins, Jr. 73 1972
H. Glenn Gray 66 1982
Donald B. Ratcliffe 69 1987
James F. Cerza, Jr. 46 1992
Vernon W. Mules is Chairman of the Board of the Company. He
served as the Company's Chief Executive Officer between May 1986
and May 1994. He has served as Chairman of the Board of
Directors since February 1982. Mr. Mules served as President of
the Company from May 1973 until May 1986. He is a member of the
Executive Committee of the Company's Board of Directors.
Steven C. Houfek has been President of the Company since
August 1992 and has served as the Company's Chief Executive
Officer since May 1994. From May 1987 until August 1992, he
served as Executive Vice President of the Company. Between
November 1977 and May 1987, Mr. Houfek served the Company in
various management capacities, including Senior Vice President.
He is a member of the Executive Committee of the Company's Board
of Directors.
Marion S. Whitfield, Jr. has been Senior Vice President of
the Company since May 1987. He served as Vice President of the
Company from May 1983 until May 1987.
Daniel W. Duncan was Executive Vice President and a member
of the Board of Directors of Virginia Chemicals, Inc., a
manufacturer of industrial and agricultural chemicals located in
Portsmouth, Virginia, from January 1963 until his retirement in
January 1981. He is a member of the Executive Committee and the
Audit Committee and is chairman of the Compensation Committee of
the Company's Board of Directors.
Adolphus W. Hawkins, Jr., an international business
consultant, was Vice President of Scott & Stringfellow, Inc., an
investment banking firm located in Richmond, Virginia, from July
1979 to August 1983. He is a member of the Compensation
Committee and the Audit Committee of the Company's Board of
Directors.
H. Glenn Gray has been Vice President and Chief Executive
Officer of Sweetbriar Development Corp., a real estate development
company, since 1994. Prior to that time, Mr. Gray was Secretary-
Treasurer of George T. McLean Co., Inc., a building materials
company located in Portsmouth, Virginia, for more than five years.
He is a member of the Compensation Committee and is chairman of
the Audit Committee of the Company's Board of Directors.
Donald B. Ratcliffe, an architect, has owned his own firm,
Donald B. Ratcliffe, AIA, Associates, Inc., located in Baltimore,
Maryland, since 1954. He is a member of the Compensation
Committee and the Audit Committee of the Company's Board of
Directors.
James F. Cerza, Jr. has served as Executive Vice President,
Operations of Heilig-Meyers Company, a Richmond, Virginia-based
furniture retailer, since August 1989. From November 1988 to
August 1989, he served as Regional Vice President, Operations for
the same company. He is a member of the Compensation Committee
and the Audit Committee of the Company's Board of Directors.
Committees of the Board of Directors
and Meeting Attendance
The standing committees of the Board of Directors of the
Company include a Compensation Committee and an Audit Committee.
The Board has no nominating committee.
The Compensation Committee consists of Messrs. Duncan (as
chairman), Hawkins, Ratcliffe, Gray, and Cerza. The Committee
oversees executive and staff management compensation. The
Committee met one time in 1994.
The Audit Committee consists of Messrs. Gray (as chairman),
Duncan, Hawkins, Ratcliffe, and Cerza. The Committee recommends
the firm to serve as the Company's independent public
accountants; consults with the independent public accountants
regarding their audit, the performance of non-audit services, and
the adequacy of the Company's internal controls; and reviews
policies and matters relating to employee conduct. The Committee
met four times in 1994.
The Board of Directors held four meetings during the fiscal
year ended December 31, 1994. All directors attended more than
75% of the aggregate of those meetings and the meetings of the
committees on which they served held during the periods they were
directors or served on such committees.
Executive Compensation
The Securities and Exchange Commission has adopted regulations
to make disclosure of cash and equity-based executive compensation
easier to understand and more relevant to stockholders. The required
information is comprised of a five-year stock performance graph, a
report from the Company's Compensation Committee of the Board of
Directors, and a summary compensation table.
Five Year Total Stockholder Return
The following performance table compares the cumulative
total return, assuming the reinvestment of dividends, for the
period from December 31, 1989 through December 31, 1994, from an
investment of $100 in (i) the Company's Common Stock, (ii) the
Russell 2000, an index of 2,000 companies having a market
capitalization between $25 million and $370 million (the "Russell
2000"), and (iii) a Company-selected peer group (the "Peer Group
Index"):
<TABLE>
(PERFORMANCE GRAPH)
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Doughties Foods, Inc. $100.00 $72.32 $ 72.93 $ 73.39 $72.56 $ 80.55
Russell 2000 $100.00 $80.49 $117.56 $139.21 $165.52 $162.51
Peer Group Index $100.00 $97.71 $121.43 $134.35 $148.35 $125.96
</TABLE>
The Frank Russell Company supplied the necessary information
for and constructed the performance table, including the Peer
Group Index. The Peer Group Index, which is weighted by market
capitalization, consists of six companies in the wholesale food
distribution industry in the United States whose securities are
traded on either the New York Stock Exchange or the American
Stock Exchange, or in the NASDAQ over-the-counter market, and
whose business and operations are believed by the Company's
management to be comparable to those of the Company. The
companies included in the Peer Group Index are: Fleming Cos.,
Inc., Nash Finch Co., Rykoff Sexton, Inc., Super Food Services,
Inc., SUPERVALU Inc., and Sysco Corp.
The performance of any individual company's common stock is
influenced not only by its own performance and future prospects,
but also by a number of external factors over which the company
and its management have indirect or no control, including general
economic conditions, expectations for the company's future
performance, and conditions affecting or expected to affect the
company's industry. In addition, stock performance can be
affected by factors such as trading volume, analytical research
coverage by the investment community, and the propensity of
stockholders to hold the stock for investment purposes. The
relative weight of these factors also changes over time.
Consequently, stock performance, including measurement against
indices, may not be representative of a company's financial
performance for given periods of time.
Report of the Compensation Committee
of the Board of Directors
General. The Compensation Committee of the Board of
Directors is composed solely of non-employee directors. Among
its other duties, the Compensation Committee is charged with the
responsibilities, subject to full Board of Directors' approval,
of establishing, periodically reevaluating and (as appropriate)
adjusting, and administering Company policies concerning the
compensation of management personnel, including the Chief
Executive Officer and all other executive officers. In
discharging such duties, the Compensation Committee is
responsible for annually determining and recommending to the full
Board the annual base salary for each executive officer and for
establishing the criteria under which cash incentive bonuses may
be paid to such executives for the year.
The objectives of the Compensation Committee in determining
the type and amount of executive officer compensation are to
provide a level of base compensation which allows the Company to
attract and retain superior talent and to align the executive
officers' interests with the success of the Company through the
payment of a bonus based upon Company performance. The
Compensation Committee establishes the annual base salary and
bonus for the Chief Executive Officer and reviews and, as
applicable, approves, modifies or rejects recommendations made by
the Chief Executive Officer as to the annual salary and bonuses
for other executive officers. All decisions of the Compensation
Committee are reported to, and ratified by, the entire Board of
Directors.
Cash Compensation. Base salaries for executive officers are
initially established by evaluating the responsibilities of the
position to be held and the experience of the individual, and by
reference to the competitive marketplace for executive talent,
including a comparison to base salaries for comparable positions
at other companies. In determining its recommendations for
annual adjustments to such executives' base salaries, the
Compensation Committee focuses primarily on its assessment of the
quality of services rendered by the executive during the prior
year, changes in responsibility of the executive's position, and
consideration of the Company's performance and profitability for
the prior year. After considering all of these factors, with
respect to Mr. Houfek, the Compensation Committee recommended a
$15,000 increase in base salary in consideration of his election
as the Company's Chief Executive Officer in 1994.
The Company's key management level employees, including
executive officers, are eligible to receive performance-based
cash bonuses. The purpose of the performance-based cash bonuses
is to align more closely the interests of the participating
officers with the financial success of the Company and to reward
individual performance contributing to such success. Thus, the
Company paid no cash bonuses to its executive officers for the
1992 fiscal year, attributable to the Company's unprofitable
year. For 1993, the Company awarded cash bonuses to three
executive officers totalling 9.33% of the aggregate 1993 base
salaries of those officers. For 1994, the Company awarded cash
bonuses to eight executive officers totalling 9.90% of the
aggregate 1994 base salaries of those officers. Mr. Mules, who
was the Company's Chief Executive Officer until May 1994, did not
receive a cash bonus for 1993 or 1994. Mr. Houfek, who is
currently the Company's Chief Executive Officer, received a
$12,000 cash bonus for 1993 (approximately 11.45% of his 1993
base salary) and a $20,000 cash bonus for 1994 (approximately
16.62% of his 1994 base salary).
Other Compensation. The Company provides certain other
benefits, such as health insurance, to the executive officers
that are generally available to Company employees. In addition,
officers of the Company (including the named executive officers)
are eligible to receive supplemental health insurance coverage
and an automobile allowance. For the fiscal year ended December
31, 1994, the amount of additional benefits to each of the named
executive officers of the Company did not exceed 10% of the total
of annual salary and bonus for each named executive officer. In
addition, executive officers are permitted to participate in the
Company's retirement savings and 401(k) plan (the "401(k) Plan").
Daniel W. Duncan (Chairman)
Adolphus W. Hawkins, Jr.
Donald B. Ratcliffe
H. Glenn Gray
James F. Cerza
Summary Compensation Table
The following summary compensation table presents
information about the compensation paid by the Company during its
three most recent fiscal years to those individuals who were, as
of the end of the last completed fiscal year, the Company's Chief
Executive Officer and its next highest paid executive officer.
There were no other executive officers whose total annual salary
and bonus for the last completed fiscal year exceeded $100,000.
<PAGE>
<TABLE>
<CAPTION>
ANNUAL COMPENSATION <F1>
----------------------------
OTHER ALL
ANNUAL OTHER
NAME AND COMPEN- COMPEN-
PRINCIPAL SALARY BONUS SATION SATION<F2>
POSITION YEAR ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Vernon W. Mules 1994 155,846 -0- -0- 4,500
Chairman of the Board<F3> 1993 152,573 -0- -0- 4,497
1992 151,907 -0- -0- 2,640
Steven C. Houfek 1994 120,354 20,000 4,711<F4> 4,107
President and Chief 1993 104,795 12,000 4,134<F4> 3,268
Executive Officer 1992 88,554 -0- 5,047<F4> 908
Marion S. Whitfield, Jr. 1994 97,921 12,000 -0- 3,178
Senior Vice President 1993 92,268 8,000 -0- 2,768
1992 87,351 -0- -0- 1,310
<FN>
<F1>
While the three named individuals received perquisites or other personal
benefits in the years shown, in accordance with Securities and Exchange
Commission regulations, the value of these benefits are not indicated since
they did not exceed the lesser of $50,000 or 10% of the individual's salary and
bonus in any year.
<F2>
The amounts shown in the column captioned "All Other Compensation" consist
entirely of the Company's matching contributions to the 401(k) Plan for the
benefit of the named executive. In 1992, the Company terminated its
defined benefit pension plans and replaced them with the 401(k) Plan.
The 401(k) Plan, which became effective as of July 1, 1992, covers virtually
all full-time employees except those covered by a collective bargaining
agreement. The Company makes contributions to the plan based on 50% of the
participants' contributions, which can range from 1% to 6% of total
compensation. Participating employees may also make unmatched contributions to
the 401(k) Plan up to 15% of total compensation.
<F3>
Mr. Mules was the Company's Chief Executive Officer until May 1994.
<F4>
The amount shown in the column captioned "Other Annual Compensation" for Mr.
Houfek consists entirely of amounts paid in lieu of accrued vacation.
</FN>
</TABLE>
Directors' Compensation
Directors who are not officers of the Company are paid an
annual salary of $4,000, plus a fee of $500 per meeting attended,
as well as reimbursement for travel and lodging expenses incurred
in connection with such attendance.
Certain Transactions
In 1994, the Company, pursuant to a salary continuation plan
approved by the Board of Directors, paid $35,000 to Mary H.
Doughtie, the widow of Robert F. Doughtie (who was not eligible
for participation in the Company's pension program). Additional
payments totalling $35,000 have been authorized for 1995.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP served as the Company's independent
accountants for the fiscal year ended December 31, 1994, and has
been selected by the Board of Directors to serve as the Company's
independent accountants for the 1995 fiscal year. Such
appointment is subject to ratification by the stockholders.
Unless otherwise directed, the accompanying proxy will be voted
in favor of ratifying the selection of such accountants.
Representatives of Price Waterhouse LLP are expected to be
present at the meeting on May 23, 1995, with the opportunity to
make a statement if they desire to do so, and will respond to
appropriate questions.
OTHER MATTERS
Management of the Company knows of no matter, other than
those set forth in this Proxy Statement, to be brought before the
meeting. However, if any other matter properly comes before the
meeting or any adjournment thereof, it is the intention of the
persons named in the enclosed proxy to vote the same in
accordance with their best judgment on such matters.
STOCKHOLDER PROPOSALS
Stockholders may present proposals for action, which are
proper subjects for consideration at the 1996 Annual Meeting of
Stockholders, to the Company for inclusion in its proxy materials
for such meeting. Any such proposals should be submitted in
writing in accordance with Securities and Exchange Commission
rules to Doughtie's Foods, Inc., 2410 Wesley Street, Portsmouth,
Virginia 23707, Attn: Michael S. LaRock, Secretary and
Treasurer, and must be received by December 30, 1995 to be
included in the proxy materials for the 1996 Annual Meeting.
FURTHER INFORMATION
The Company will provide without charge to each person from
whom a proxy is solicited, upon the written request of any such
person, a copy of the Company's annual report on Form 10-K,
including the financial statements and schedules thereto,
required to be filed with the Securities and Exchange Commission
pursuant to Rule 13a-1 under the Securities Exchange Act of 1934
for the Company's fiscal year 1994. Such written requests should
be directed to Doughtie's Foods, Inc., 2410 Wesley Street,
Portsmouth, Virginia 23707, Attn: Michael S. LaRock, Secretary
and Treasurer.
By Order of the Board of Directors
Michael S. LaRock, Secretary
<PAGE>
***************************APPENDIX*********************************
[FRONT OF PROXY CARD]
DOUGHTIE'S FOODS, INC.
Proxy for Annual Meeting, May 23, 1995
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints William R. Waddell and
Michael S. LaRock, or any one of them, acting in the absence of
the other, as attorneys and proxies of the undersigned, with full
power of substitution, for and in the name of the undersigned, to
represent the undersigned at the Annual Meeting of Stockholders
of Doughtie's Foods, Inc., to be held in the Board Room of
Crestar Bank, 500 Main Street, Norfolk, Virginia, at 10:00 A.M.,
local time, May 23, 1995, and at any adjournments thereof, and
to vote as indicated below all shares of stock of said Company
standing in the name of the undersigned, with all of the powers
the undersigned would possess if personally present at such
meeting.
Please sign and date on reverse side and return the proxy card
promptly using the enclosed envelope.
FOLD AND DETACH HERE
<PAGE>
1. ELECTION OF FOR all nominees listed WITHHOLD AUTHORITY to
DIRECTORS: below (except as vote for all nominees
marked to the contrary) listed below
Vernon W. Mules, Steven C. Houfek, Marion S. Whitfield, Jr.,
Daniel W. Duncan, Adolphus W. Hawkins, Jr., H. Glenn Gray,
Donald B. Ratcliffe, James F. Cerza, Jr. (Instruction: To
withhold authority to vote for any individual nominee write
the nominee's name in the space provided below)
2. RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR
1995.
FOR AGAINST ABSTAIN
3. IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
THIS PROXY WILL BE VOTED AS DIRECTED BUT WHERE
NO DIRECTION IS GIVEN IT WILL BE VOTED FOR PROPOSALS 1 AND 2
DATE:_________________________________, 1995
____________________________________________
____________________________________________
Please sign your name(s)
exactly as shown imprinted hereon.
If signer is a corporation, please
sign the full corporate name by
duly authorized officer and affix the
corporate seal. If signer is
attorney, guardian, administrator,
executor or trustee, please give
full title as such.
FOLD AND DETACH HERE
DOUGHTIE'S FOODS, INC.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
