SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the 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 Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee 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>
DOUGHTIE'S FOODS, INC.
2410 WESLEY STREET o PORTSMOUTH, VIRGINIA o 23707
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1997
-------------------------
The Annual Meeting of Stockholders of Doughtie's Foods, Inc. will be
held on May 22, 1997, 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 1997; and
3. To act on such other matters as may be properly brought before
the meeting.
The close of business on April 9, 1997, 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 25, 1997.
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 o PORTSMOUTH, VIRGINIA o 23707
PROXY STATEMENT
To Be Mailed Beginning on April 25, 1997
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 22, 1997
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 22, 1997, 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 9, 1997,
have the right to receive notice of and to vote at the Annual Meeting and any
adjournment thereof. As of that date, 998,052 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.
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<PAGE>
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 24, 1997, 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.
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<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCK OF THE
COMPANY BENEFICIALLY
OWNED, DIRECTLY OR PERCENT
INDIRECTLY, AS OF OF
NAME MARCH 24, 1997(1) CLASS
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
Vernon W. Mules 89,926 (2), (3) 9.01
Steven C. Houfek 2,790 (4) *
Marion S. Whitfield, Jr. 2,800 *
Adolphus W. Hawkins, Jr. 877 *
Donald B. Ratcliffe -0- *
James F. Cerza, Jr. 422 (5) *
William R. Waddell 964 *
All officers and directors
as a group (16 persons) 102,794 (2), (3), (4) 10.30
Family Trust u/w
Robert F. Doughtie 151,444 (6) 15.17
Voting Trust u/a
dated June 17, 1986, as
extended 347,052 (7) 34.77
Mary D. Houfek 12,572 (3), (8), (9) 1.26
Ashley Verlander 229 (3), (10) *
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</TABLE>
* Less than 1% of outstanding shares of Common Stock.
(1) 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.
(2) 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.
(3) 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 6 below.
(4) Does not include 508,278 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, 8 and
9. Mr. Houfek's business address is Doughtie's Foods, Inc., 2410 Wesley
Street, Portsmouth, Virginia 23707.
(5) The shares are owned of record by Mr. Cerza's wife and Mr. Cerza disclaims
the control of such shares.
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<PAGE>
(6) 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 D. Houfek, Barbara D. Horton and Elsie D. Waddell,
the daughters of Mr. Doughtie, are the income beneficiaries 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.
(7) The shares are owned of record by Mary D. Houfek, Barbara D. Horton and
Elsie D. 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.
(8) Does not include 347,052 shares held by Ms. Houfek, Barbara D. Horton and
Elsie D. Waddell as trustees of the Voting Trust. See Note 7 above.
(9) 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.
(10) Mr. Verlander's business address is American Heritage Life Insurance
Company, 76 South Laura Street, Jacksonville, Florida 32202.
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.
William R. Waddell was elected as a director by the shareholders of the Company
on May 23, 1996. Under Section 16(a), and the rules of the Commission issued
thereunder, a Form 3 Initial Statement of Beneficial Ownership of Equity
Securities for Mr. Waddell was required to be filed within 10 days of the date
on which he became a director but was not filed with the Commission until June
24, 1996. 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 28, 1996, 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.
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<PAGE>
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 1998 Annual
Meeting of Stockholders and until their successors are duly elected and
qualified. Information regarding the seven 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 67 1967
Steven C. Houfek 48 1986
Marion S. Whitfield, Jr. 51 1986
Adolphus W. Hawkins, Jr. 75 1972
Donald B. Ratcliffe 71 1987
James F. Cerza, Jr. 48 1992
William R. Waddell 56 1996
- ----------------
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. He is a member of the Executive 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.
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<PAGE>
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 Executive Committee, the Compensation Committee and the Audit
Committee of the Company's Board of Directors.
JAMES F. CERZA, JR. has served as Executive Vice President 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 has been a partner in the law firm of McGuire,
Woods, Battle & Boothe, L.L.P., since 1969 and Managing Partner of the firm's
office in Norfolk, Virginia, since 1995. 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.
During 1996, the Compensation Committee consisted of Messrs. Hawkins
and Ratcliffe (as Co- Chairmen), Cerza, Daniel W. Duncan (until his retirement
as a director in May 1996), and Waddell (replacing Mr. Duncan in May 1996). The
Committee oversees executive and staff management compensation. The Committee
met four times in 1996.
During 1996, the Audit Committee consisted of Messrs. Cerza (as
chairman), Hawkins, Ratcliffe, Duncan (until his retirement as a director in May
1996), and Waddell (replacing Mr. Duncan in May 1996). 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 1996.
The Board of Directors held four meetings during the fiscal year ended
December 28, 1996. 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.
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<PAGE>
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, 1991
through December 31, 1996, 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>
<CAPTION>
<S> <C>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
DOBQ $100.00 $100.64 $ 99.49 $110.45 $126.79 $147.11
Russell 2000 $100.00 $118.41 $140.80 $138.24 $177.55 $206.83
Peer Group $100.00 $110.64 $122.17 $103.73 $129.23 $127.89
</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
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<PAGE>
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 1996. Mr. Mules declined the recommended increase for
1996 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 1996, the Company
awarded cash bonuses to seven of its executive officers totaling 12.14% of the
aggregate 1996 base salaries of those officers. No cash bonuses were awarded to
Mr. Mules for 1996.
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<PAGE>
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 28,
1996, 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").
Adolphus W. Hawkins, Jr. Donald B. Ratcliffe (Co-Chairmen)
James F. Cerza, Jr. William R. Waddell
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 $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1)
--------------------------------------------------
OTHER ALL
ANNUAL OTHER
NAME AND COMPEN- COMPEN-
PRINCIPAL SALARY BONUS SATION SATION
POSITION YEAR ($) ($) ($) ($)(2)
- ------------------------------------ ----------- ---------------- ---------------- --------------- -------------------
<S> <C>
VERNON W. MULES 1996 152,573 -0- -0- 4,577
Chairman of the Board (3) 1995 152,573 -0- -0- 4,577
1994 155,846 -0- -0- 4,500
STEVEN C. HOUFEK 1996 125,597 20,000 4,583 (4) 3,914
President and Chief 1995 122,488 -0- 4,711 (4) 4,416
Executive Officer (3) 1994 120,354 20,000 4,711 (4) 4,107
MARION S. WHITFIELD, JR. 1996 102,339 12,000 1,973 (4) 3,129
Senior Vice President 1995 99,357 -0- -0- 3,341
1994 97,921 12,000 -0- 3,178
</TABLE>
(1) 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.
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<PAGE>
(2) 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.
(3) Mr. Mules was the Company's Chief Executive Officer until May 1994, at
which time Mr. Houfek became the Chief Executive Officer.
(4) The amounts shown in the column captioned "Other Annual Compensation" for
Mr. Houfek and Mr. Whitfield consist entirely of amounts paid in lieu of
accrued vacation.
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 1996, 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).
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 was paid in full in 1996. 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. During 1996, the Company
purchased certain chicken products from VAFS at competitive market prices
totaling an aggregate amount of $411,146.
Mr. Waddell, a director since 1996, 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.
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<PAGE>
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP served as the Company's independent accountants
for the fiscal year ended December 28, 1996, and has been selected by the Board
of Directors to serve as the Company's independent accountants for the 1997
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 22, 1997, 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 1998 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 27, 1997 to be included in the proxy materials
for the 1998 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 1996. 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
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***************************APPENDIX*********************************
[FRONT OF PROXY CARD]
DOUGHTIE'S FOODS, INC.
Proxy for Annual Meeting, May 22, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John C. Bilzor 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 22, 1997, 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:_________________________________, 1997
____________________________________________
____________________________________________
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.
