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:
.................................................
2) Form, Schedule or Registration Statement No.:
.................................................
3) Filing Party:
.................................................
4) Date Filed:
.................................................
<PAGE>
DOUGHTIE'S FOODS, INC.
2410 WESLEY STREET
PORTSMOUTH, VIRGINIA 23707
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 1996
The Annual Meeting of Stockholders of Doughtie's Foods, Inc. will be
held on May 23, 1996, 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 seven (7) directors for a term of one year;
2. To ratify the selection of Price Waterhouse LLP as
independent public accountants for the year 1996; and
3. To act on such other matters as may be properly brought
before the meeting.
The close of business on April 10, 1996, 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 26, 1996.
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 <bullet> PORTSMOUTH, VIRGINIA <bullet> 23707
PROXY STATEMENT
To Be Mailed Beginning on April 26, 1996
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 23, 1996
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, 1996, 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 10,
1996, have the right to receive notice of and to vote at the Annual Meeting
and any adjournment thereof. As of that date, 1,000,627 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 seven 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, 1996, 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>
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK OF THE
COMPANY BENEFICIALLY
OWNED, DIRECTLY OR PERCENT
INDIRECTLY, AS OF OF
NAME MARCH 14, 1996 <F1> CLASS
- ------------------------------ ------------------------------------ ----------
<S> <C> <C>
Vernon W. Mules 89,926 <F2>, <F3> 8.99
Steven C. Houfek 2,790 <F4> *
Marion S. Whitfield, Jr. 2,800 *
Adolphus W. Hawkins, Jr. 877 *
Donald B. Ratcliffe -0- *
Daniel W. Duncan 1,000 *
James F. Cerza, Jr. 422 <F5> *
William R. Waddell 964 <F6> *
All officers and directors
as a group (16 persons) 103,682 <F2>, <F3>, <F4> 10.36
Family Trust u/w
Robert F. Doughtie 151,444 <F7> 15.13
Voting Trust u/a
dated June 17, 1986 349,627 <F8> 34.94
Mary D. Houfek 12,572 <F3>, <F9>, <F10> 1.26
Ashley Verlander 229 <F3, <F11> *
Mary H. Doughtie -0- <F9>, <F12>, <F13> *
____________________
* 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. See Note 7 below.
<F4>
Does not include 510,853 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, 9 and 10. 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>
Mr. Waddell is a first-time nominee for director to fill the seat to be vacated by Mr. Duncan,
who is retiring as of the Annual Meeting.
<F7>
The shares are owned of record by Vernon W. Mules, Mary D. Houfek and Ashley Verlander as
trustees of the trust (the "Family Trust") which was established under the last will and
testament of Robert H. Doughtie, the Company's founder. Mary H. Doughtie, the widow of Mr.
Doughtie, is the income beneficiary of the Family Trust. Mr. Mules, Ms. Houfek and Mr.
Verlander share voting and investment power with respect to these shares. The Family Trust's
address is 705 Crystal Lane, Virginia Beach, Virginia 23451.
<F8>
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. The Voting Trust's address is 705 Crystal
Lane, Virginia Beach, Virginia 23451.
<F9>
Does not include 349,627 shares held by Ms. Houfek, Barbara D. Horton and Elsie D. Waddell as
trustees of the Voting Trust. See Note 8 above.
<F10>
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.
<F11>
Mr. Verlander's business address is American Heritage Life Insurance Company, 76 South Laura
Street, Jacksonville, Florida 32202.
<F12>
Does not include 151,444 shares held by the Family Trust. See Note 7 above.
<F13>
Ms. Doughtie's address is 5200 Lake Circle Drive, Portsmouth, Virginia 23703. Ms. Doughtie
is the widow of Robert F. Doughtie, the Company's founder.
</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.
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 30,
1995, 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
seven (7) 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 1997
Annual Meeting of Stockholders and until their successors are duly elected and
qualified.
Two directors elected at last year's meeting will not be standing for
reelection. H. Glenn Gray, a director of the Company since 1982, notified the
Board in November 1995 that he would retire as a director of the Company
effective as of December 31, 1995. At its regular meeting on February 22, 1996,
the Board of Directors amended Section 1(a) of Article III of the Company's
Bylaws to decrease the number of directors from eight to seven, eliminating the
vacancy on the Board created by Mr. Gray's resignation. In addition, Daniel W.
Duncan, a director of the Company since 1973, has notified the Company that he
will retire as a director and will not stand for reelection at this year's
meeting. To fill the seat on the Board being vacated by Mr. Duncan, the Board
has nominated William R. Waddell. Information regarding Mr. Waddell and about
the six current directors who will stand for reelection is set forth below.
NOMINEES FOR DIRECTOR
The Board of Directors has nominated the following persons for election
as directors:
DIRECTOR
NOMINEE AGE SINCE
Vernon W. Mules 66 1967
Steven C. Houfek 47 1986
Marion S. Whitfield, Jr. 50 1986
Adolphus W. Hawkins, Jr. 74 1972
Donald B. Ratcliffe 70 1987
James F. Cerza, Jr. 47 1992
William R. Waddell 55 *
________________
* First-time nominee
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.
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.
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.
WILLIAM R. WADDELL is a partner in the law firm of McGuire, Woods,
Battle & Boothe, L.L.P., Norfolk, Virginia.
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.
During 1995, the Compensation Committee consisted of Messrs. Duncan
(as chairman), Hawkins, Ratcliffe, Gray, and Cerza. The Committee oversees
executive and staff management compensation. The Committee met one time in
1995.
During 1995, the Audit Committee consisted 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 1995.
The Board of Directors held four meetings during the fiscal year ended
December 30, 1995. 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, 1990
through December 31, 1995, 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"):
Comparison of Five-Year Cumulative Total Return
Among Doughtie's Foods, Inc. Common Stock,
the Russell 2000 and the Peer Group Index
<TABLE>
(PERFORMANCE GRAPH)
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Doughties Foods, Inc. $100.00 $100.84 $101.48 $100.32 $111.37 $127.85
The Russell 2000 $100.00 $146.05 $172.94 $205.64 $201.90 $259.31
Peer Group Index $100.00 $124.28 $137.50 $151.82 $128.91 $160.60
</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, the Compensation Committee recommended only a three percent
cost of living increase to executive officers' base salaries in 1995. Mr.
Houfek and Mr. Mules each declined the recommended increase for 1995 and
received a base salary unchanged from the previous year.
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. For 1995, the
Company awarded cash bonuses to two executive officers totaling 8.13% of the
aggregate 1995 base salaries of those officers. No cash bonuses were awarded
to Mr. Houfek, Mr. Mules, or Mr. Whitfield for 1995.
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 30, 1995, 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, Jr.
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 two next highest paid
executive officers. 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 1995 152,573 -0- -0- 4,577
Chairman of the Board <F3> 1994 155,846 -0- -0- 4,500
1993 152,573 -0- -0- 4,497
Steven C. Houfek 1995 122,488 -0- 4,711 <F4> 4,416
President and Chief 1994 120,354 20,000 4,711 <F4> 4,107
Executive Officer <F3> 1993 104,795 12,000 4,134 <F4> 3,268
Marion S. Whitfield, Jr. 1995 99,357 -0- -0- 3,341
Senior Vice President 1994 97,921 12,000 -0- 3,178
1993 92,268 8,000 -0- 2,768
<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, at which time Mr. Houfek became
the Chief Executive Officer.
<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 RELATIONSHIPS AND RELATED TRANSACTIONS
In 1995, 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 1996.
In September 1995, the Company sold substantially all of the assets
of its Home Food Service operation (the "Home Food Service") to Value Added
Food Services, Inc., a Maryland corporation ("VAFS"), and ceased operations
in the consumer portion of its business due to unprofitability. Vernon W.
Mules, a director and Chairman of the Board of the Company, and his wife are
the principal stockholders of VAFS. All finance receivables, inventory,
delivery equipment, processing equipment and office equipment were sold. The
total sale price was $1,154,000 with a $115,000 cash down payment and the
balance of $1,039,000 in the form of a secured note, which is included in the
Other Assets section of the Company's consolidated balance sheet at December
30, 1995. The note is due in twelve monthly payments beginning September 3,
1996. Interest is due monthly at the prime rate of the Company's bank. The
assets were sold primarily at net book value, except for finance receivables
which were discounted by ten percent. The net loss on the sale, including
abandoned assets and other write-offs, was $96,000.
Mr. Waddell, a nominee for director, is a partner in the law firm of
McGuire, Woods, Battle & Boothe, L.L.P., which has served as counsel to the
Company on a regular basis since 1974.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP served as the Company's independent accountants
for the fiscal year ended December 30, 1995, and has been selected by the
Board of Directors to serve as the Company's independent accountants for the
1996 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,
1996, 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 1997 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 28, 1996 to be included in the
proxy materials for the 1997 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 1995. 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, 1996
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Michael H. Cole 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, 1996, 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.,
Adolphus W. Hawkins, Jr., Donald B. Ratcliffe,
James F. Cerza, Jr., William R. Waddell (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
1996.
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:_________________________________, 1996
____________________________________________
____________________________________________
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.
<PAGE>
