NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are hereby invited to attend the Annual Meeting of Shareholders which
will be held on Wednesday, June 15, 1994, at 9:00 a.m., Central Daylight
Time, at the Milan Community Center, Milan, Illinois, Rt. 67 & 92nd
Avenue. The matters to be considered and voted upon at the Annual Meeting
of Shareholders are:
1. The election of seven persons to serve as directors of the Company
until the 1995 Annual Meeting of Shareholders or until their
successors shall have been elected and shall have qualified.
2. A proposal to ratify the appointment of Deloitte & Touche as
independent public accountants for the current fiscal year.
The Board of Directors has designated the close of business on May 6,
1994, as the record date for determining the shareholders entitled to
notice of and to vote at the meeting or any adjournment or postponements
thereof.
All shareholders of record at the close of business on May 6, 1994, are
invited to attend the meeting in person. However, to ensure your shares
will be voted in the event you are not able to attend, please fill in,
sign, and date the enclosed proxy, and return it in the enclosed envelope
as soon as possible. The attached Proxy Statement contains more detailed
information with respect to the business to be transacted at the meeting.
Herbert T. Dotterer
Secretary
May 16, 1994
Milan, Illinois
May 16, 1994
<PAGE>
EAGLE FOOD CENTERS, INC.
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Eagle Food Centers,
Inc. (the "Company"), to be voted on at the Annual Meeting of Shareholders
to be held June 15, 1994, at 9:00 a.m., Central Daylight Time at the Milan
Community Center, Rt. 67 & 92nd Avenue, Milan, Illinois. Proxies are
solicited to give all shareholders of record at the close of business on
May 6, 1994, an opportunity to vote upon the items listed on the
accompanying proxy card. The Proxy Statement, the Notice of Annual
Meeting, and proxy card are intended to be mailed to shareholders
commencing on May 16, 1994.
Only shareholders of record at the close of business on May 6, 1994, are
entitled to notice of and to vote at the annual meeting. On that date,
the Company had outstanding 11,051,994 shares of Common Stock at $.01 par
value per share, each of which is entitled to one vote on each proposal
presented. A majority of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the meeting. In
the election of directors, a plurality of votes cast shall elect. Each
other proposal requires a majority of the votes cast on the proposal to
approve. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of
business. Abstentions are counted in tabulations of the votes cast of
proposals presented to the shareholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
All proxies delivered pursuant to this solicitation may be revoked at
any time at the option of the shareholder by giving written notice to the
Secretary of the Company, by submitting a later dated proxy, or by voting
in person at the meeting.
Upon timely receipt of each properly signed proxy card, the shares
represented thereby will be voted in accordance with the directions
indicated on the proxy card. If no instructions are indicated, the shares
will be voted in favor of the proposals presented.
The cost of soliciting proxies will be borne by the Company. Officers,
directors, and regular employees of the Company may solicit proxies
personally, by mail, or by telephone and telegraph for which they will not
receive additional compensation.
The Eagle Food Centers, Inc. 1993 Annual Report and financial statements
for the fiscal year ended January 29, 1994, with comparative figures for
prior periods accompanies this Proxy Statement. The Annual Report and the
financial statements included therein are incorporated in this Proxy
Statement by reference.
The mailing address of the principal executive offices of the Company is
Rt. 67 and Knoxville Road, Milan, Illinois, 61264.
THE COMPANY
Eagle Food Centers, Inc (the "Company" or "Eagle"), is a leading
regional supermarket chain which owns and operates 102 supermarkets in the
Quad Cities area of Illinois and Iowa, northern Illinois, central
Illinois, eastern Illinois, eastern Iowa, and the Chicago/Fox Valley and
northwestern Indiana area under the trade names "Eagle Food Centers",
"Eagle Country Markets", "Eagle Country Warehouse", and "BOGO's." Eagle
supermarkets offer a full line of groceries, meats, fresh produce, dairy
products, delicatessen and bakery products, health and beauty aids and
other general merchandise, as well as video rental and floral service.
<PAGE>
The Company uses various trademarks and service marks in its business,
the most important of which are the "Eagle Country Market ", "5-Star-
Meats ", "Lady Lee " and "Harvest Day " trademarks and the "Eagle" and
"Eagle Country Market" service marks. Each such trademark is federally
registered. Pursuant to a trademark license agreement (the "Trademark
License Agreement") with Lucky Stores, Inc., the Company has been granted
the royalty-free use of the "5-Star ", "Lady Lee " and Harvest Day "
trademarks until November 30, 2007. Lucky Stores, Inc. was the parent of
the Company's predecessor. The Trademark License Agreement permits the
Company to use the licensed trademarks only in the states of Illinois,
Indiana, Iowa, Michigan, Ohio, Wisconsin, Kentucky and Minnesota. Lucky
Stores, Inc. has agreed not to grant to any other person the right to use
such trademarks in the states of Illinois, Indiana and Iowa during the
period of the license to the Company.
PROPOSALS TO SHAREHOLDERS
ELECTION OF DIRECTORS
Proposal 1
The Board of Directors as now authorized consists of seven members, all
of whom have been nominated to be elected at the 1994 Annual Meeting of
Shareholders to serve until the 1995 Annual Meeting of Shareholders or
until their successors have been elected and qualified. The table below
sets forth certain information regarding the nominees. It is intended
that the accompanying proxy will be voted for the election of the
following seven persons unless the authority to vote is withheld:
The Board of Directors recommends a vote FOR each of the seven nominees
listed below.
Name Age Position(s) Held
Martin J. Rabinowitz 62 Chairman of the Board and Director
Pasquale V. Petitti (1) 64 Chief Executive Officer, President and
Director
Herbert T. Dotterer 49 Senior Vice President--Finance and
Administration, Chief Financial Officer,
Secretary and Director
Steven M. Friedman 39 Director
Peter B. Foreman 58 Director
Michael J. Knilans 67 Director
William J. Snyder 51 Director
(1) Gerald E. Barber resigned as President and Chief Executive Officer
on April 13, 1994. Mr. Petitti succeeded Mr. Barber as President
and Chief Executive Officer.
The business experience of each of the directors and executive officers
during the past five years is as follows:
Mr. Rabinowitz served as Chairman of the Board from November 1987
until June 1990 and resumed the position as of May 1992.
Mr. Rabinowitz has been a Limited Partner of Odyssey Partners since
January 1993 and was a General Partner of Odyssey Partners from
February 1984 through December 1992. Prior to joining Odyssey
Partners, Mr. Rabinowitz was a senior tax partner with the law firm of
Weil, Gotshal & Manges. Mr. Rabinowitz also serves as Chairman of the
Board of Thackeray Corporation.
Mr. Petitti resumed the positions of President, Chief Executive
Officer and director in April 1994. Previously, Mr. Petitti served as
President and Chief Executive Officer from September 1989 through April
1992 when he retired as an officer of the Company and as director from
June 1989 until April 1993. Mr. Petitti has been with the Company or
its predecessor since 1957.
<PAGE>
Mr. Dotterer, who was named Secretary and a director of the Company
in February 1992, served as Controller from August 1988 until June 1990
when he became Vice President-Finance, Chief Financial Officer. He
became Senior Vice President-- Finance and Administration, Chief
Financial Officer in January 1994. Mr. Dotterer has 32 years of
experience in the supermarket industry.
Mr. Friedman is a General Partner of E.O.S. Partners, a private
investment firm. Mr. Friedman has served as a director of the Company
since November 1987 and was a General Partner of Odyssey Partners from
April 1, 1988 until December 1993. Mr. Friedman also serves as a
director and Vice President of Forstmann & Company, Inc.; a director of
The Caldor Corporation; a director of The Leslie Fay Companies, Inc.; a
director of Gundle Environmental Systems, Inc.; a director of
Revell-Monogram, Inc.; a director of MB Communications, Inc.; and a
director, Chairman and Chief Executive Officer of JPS Textile Group,
Inc.
Mr. Foreman is President of Sirius Corporation, a private investment
management firm. Mr. Foreman also serves as a director of Glacier
Water Services, Inc. and director of PCA International. Mr. Foreman
has been a director of the Company since June 1989.
Mr. Knilans served as the President of Big Bear, Inc., a supermarket
chain in Ohio, from June 1983 to June 1989. Mr. Knilans has been a
director of the Company since June 1989. Mr. Knilans also serves as a
director of the Cardinal Fund, Columbus, Ohio, director of the Bureau
of Workers' Compensation, State of Ohio, and director of the Golub
Corporation.
Mr. Snyder is a senior partner in the law firm of Snyder & Schwarz,
P.C., Rock Island, Illinois. Mr. Snyder and the firm have performed
legal services in the past for the Company and the Company expects such
services to continue in the future. Mr. Snyder has been a director of
the Company since June 1989.
JPS Textile Group, Inc. and MB Communications, Inc., referred to
above, were restructured pursuant to so-called "prepackaged" or
negotiated plans of reorganization under chapter 11, title 11 of the
United States Code during the periods February 7, 1991 to April 2, 1991
and December 10, 1991 to January 15, 1992, respectively.
The Company's directors are elected annually to serve until the next
annual meeting of shareholders and until their successors have been
elected and qualified. None of the directors or executive officers
listed herein is related to any other director or executive officer.
COMPENSATION OF DIRECTORS
The Company's former policy was to pay directors who were not owners
or affiliated with the owners of the Company's predecessor an annual
retainer of $15,000 and fees of $750 for each board meeting and $500
for each committee meeting attended plus reimbursement of travel
expenses and the cost of attending meetings. Effective in the third
quarter of fiscal year 1993, the policy for compensation of directors
was changed to allow all nonemployee directors to receive the same
payments as described above.
Mr. Snyder does not receive director's fees, but does receive legal
fees for his services as a board and committee member. Former
Director Robert C. Grayson, who resigned from the Board on May 5, 1994,
is also a party to the consulting agreement with the Company as
described below under "Certain Transactions."
<PAGE>
CERTAIN TRANSACTIONS
Snyder & Schwarz, P.C., the law firm of which Mr. Snyder, a director
of the Company is a member, serves as counsel to the Company. The
Company paid that law firm $215,556, $281,034 and $239,446 for services
rendered in fiscal 1993, fiscal 1992 and fiscal 1991, respectively.
These amounts include remuneration for Mr. Snyder's services as a
director of the Company.
Robert C. Grayson & Associates of which Mr. Grayson is President and
Chief Executive Officer has performed consulting services for the
Company in the amount of $63,596 for fiscal 1993. Mr. Grayson served
as director of the Company for part of fiscal 1993. The Board has
determined that the fees paid for services rendered from Snyder &
Schwarz, P. C. and Robert C. Grayson & Associates were fair and
competitive.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors is responsible for establishing broad
corporate policies and for overseeing the overall performance of the
Company. The directors are kept informed of the Company's business
through discussions with the Chairman, President and Chief Executive
Officer, and other directors and officers, by reviewing reports and
analyses, and by participating in board and committee meetings. In
addition, from time to time, members of the Board of Directors and
committees act by unanimous written consent pursuant to Delaware law.
The Board of Directors held ten meetings during fiscal 1993. All
directors attended at least 75% of all board and committee meetings on
which they served except Mr. Petitti who only served as a director
until April 1993.
The Board of Directors has an Audit Committee and a Compensation
Committee. The Board has no nominating committee. The Board of
Directors acts as a committee of the whole with respect to functions
that would be performed by a nominating committee.
The Audit Committee is composed of Mr. Snyder, Mr. Foreman, and Mr.
Knilans. The Committee met twice during fiscal 1993. The Committee
recommends the engagement of an independent auditor and reviews the
scope and results of the Company's audits, the Company's internal
accounting controls, and the professional services rendered by the
Company's independent auditors.
The Compensation Committee is composed of Mr. Rabinowitz, Mr.
Friedman and Mr. Foreman. Mr. Foreman became a member of the
Compensation Committee in June 1993. The Committee met once during
fiscal 1993. The Committee reviews and approves all salary
arrangements and other remuneration for officers of the Company.
Limitation of Liability of Directors
As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its shareholders for
monetary damages for breach of the fiduciary duty of care as a
director, including breaches which constitute gross negligence. By its
terms and in accordance with the Delaware General Corporation Law,
however, this provision does not eliminate or limit the liability of a
director of the Company (i) for breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (relating to unlawful payments of dividends or unlawful
stock repurchases or redemptions), or (iv) for any transaction from
which the director derived an improper personal benefit.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation
<TABLE>
The Summary Compensation Table below shows compensation information
for the Chief Executive Officer and the four other most highly
compensated executive officers (the "named executive officers") who
were serving at January 29, 1994, for the fiscal years indicated.
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
Other
Name and Fiscal Annual LTIP All Other
Principal Position Year Salary Bonus Compensation Payouts Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gerald E. Barber, (1) 1993 $204,000 $0 (2) $0 $6,793(5)
Chief Executive Officer 1992 194,000 80,000 52,549(3) 135,720 (4) 5,095(5)
and President
Philip B. Murphy 1993 121,500 10,000 (2) 0 3,350(5)
Senior Vice President-- 1992 115,500 40,000 43,967(3) 81,200 (4) 2,513(5)
Marketing 1991 76,154 22,000 (2) 0 0
Herbert T. Dotterer, 1993 95,000 10,000 (2) 0 3,926(5)
Senior Vice President -- 1992 90,000 40,000 (2) 158,676 (4) 2,945(5)
Finance and Administration, 1991 86,013 29,000 (2) 0 0
Chief Financial Officer
Robert L. Jaynes (6) 1993 69,141 35,000(8) (2) 0 0
Senior Vice President--
Operations
Steve M. Bryan (7) 1993 94,500 0 9,087(9) 0 2,667(5)
Vice President-- 1992 90,000 25,000 (2) 69,600 (4) 2,000(5)
Operations 1991 71,923 20,000 (2) 0 0
<FN>
Notes:
(1) Mr. Barber was Chief Executive Officer from May 1992 until April 13,
1994 when he was succeeded by Pasquale V. Petitti. Mr. Petitti's
1994 compensation is based on an annual salary figure of $204,000
plus an annual incentive bonus. In addition, Mr. Petitti receives
retirement benefits and deferred compensation payments from his
previous employment.
(2) Received other annual compensation consisting of perquisites and
personal benefits valued at less than ten percent of total annual
salary and bonus.
(3) Amounts represent moving expenses of $52,549 and $43,967 for Messrs.
Barber and Murphy.
(4) Amounts represent payouts in respect of long-term awards under the
Performance Equity Plan.
(5) Amounts represent the full dollar value of premiums paid by the
Company on compensatory split-dollar executive life insurance
policies for each executive, respectively.
(6) Mr. Jaynes joined the Company as Senior Vice President, Operations
in September 1993.
(7) Mr. Bryan resigned from the Company on January 28, 1994.
(8) Amount represents cash incentives as part of initial signing
agreement.
(9) Amount represents accrued vacation paid upon Mr. Bryan's
termination.
</TABLE>
<PAGE>
Aggregated Option/SAR Exercises and Fiscal Year and Option/SAR Values
<TABLE>
The following table shows information regarding the values of
certain unexercised SARs at the end of the last completed fiscal year.
No stock appreciation rights or stock options were granted and no stock
appreciation rights were exercised during fiscal 1993. All stock
appreciation rights outstanding at the end of fiscal 1993 expired
unexercised with Mr. Barber's termination of employment in April 1994.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values Table
<CAPTION>
Value of Unexercised
Acquired Number of Unexercised in-the-Money SAR
on Value SARs at Jan. 29, 1994 at Jan. 29, 1994(1)
Name Exercise Realized Exercisable Nonexercisable Exercisable Nonexercisable
<S> <C> <C> <C> <C> <C> <C>
Gerald E. Barber 0 0 17,500 17,500 0 0
Philip B. Murphy 0 0 0 0 0 0
Herbert T. Dotterer 0 0 0 0 0 0
Robert L. Jaynes 0 0 0 0 0 0
Stephen M. Bryan 0 0 0 0 0 0
(1) Market value of underlying securities at January 29, 1994 minus the
base price.
</TABLE>
Compensation Committee Report
The Compensation Committee for fiscal 1993 was composed of three
nonemployee members from the Board of Directors. The members were Mr.
Rabinowitz, Mr. Friedman and Mr. Foreman who became a member in June
1993. Mr. Barber attended meetings as a non-voting member. The
Committee establishes objectives for the executive compensation program
and reviews and approves all salary and other remuneration for the
executive officers of the Company. The objectives of the executive
compensation program are to:
1. Promote the attainment of Company goals by placing a greater
portion of compensation subject to performance goals.
2. Attract and retain qualified talent.
3. Enhance shareholder value by providing opportunities for equity
ownership through performance-based programs.
The executive officer compensation program is comprised of salary, cash
incentive compensation and other benefits, including pension and medical
benefits which are available to other employees in the Company.
Base Salary
There is no formal Compensation Committee policy regarding the
determination of salaries; however, consideration is given to several
factors including individual work experience, performance, and
comparable salaries within the retail food industry. Based upon a 1992
study conducted by Hewitt Associates of fifteen similar retail food
chains, the Company's salary structure for executive officers was
approximately one-third below the industry median. Salary adjustments
for fiscal year 1993 were made to maintain a relative position in the
industry and not based upon specific measures of performance.
The compensation peer group used in the Hewitt Study is not the same as
the S & P Retail Food peer group index used in the Comparison of Five
Year Cumulative Total Return graph included in this Proxy Statement. The
group with which the Company competes for executive talent does not
necessarily include all of companies which should be used to compare
shareholder returns.
<PAGE>
Annual Incentive Bonuses
In fiscal 1993, the bonus policy was based in part on upon specific
financial measures of performance and in part on a discretionary method.
The Company used the Hewitt study and other industry comparative data to
determine annual bonus potentials. Annual bonus potentials depend upon
job levels and are set at a stated percent of the base compensation.
Seventy-five percent of the total bonus potential is dependent upon the
achievement of specific financial measures including Company sales, EBIT
and ROA, and 25% of the total potential bonus is discretionary. The
Company did not meet any of its goals for the objective test in fiscal
1993. The bonuses paid reflected discretionary amounts available to be
awarded.
Long-Term Incentive
The Committee intends to develop a new long-term incentive program
providing stock and other incentives to provide a long-term focus for
fiscal 1994 and later fiscal years. The Company's last program expired
in January 1993.
Chief Executive Officer Compensation
Mr. Barber's base salary increases for fiscal 1993 totalled $10,000.
His base salary at the end of the year was $204,000. Salary adjustments
for fiscal year 1993 were made to maintain a relative position in the
industry and not based upon specific measures of performance. Mr. Barber
received no bonus for fiscal 1993.
Compensation Committee:
Martin J. Rabinowitz
Steven M. Friedman
Peter B. Foreman
Compensation Committee Interlocks and Insider Information
Mr. Friedman also serves as the Chairman and Chief Executive Officer of
JPS Textile Group, Inc. and Mr. Salem Shuchman, a former director and
Vice-President of the Company, also served as a director and Vice-
President of JPS Textile Group, Inc for a short time in 1993. Mr.
Friedman received a pro rata portion of the annual retainer and committee
meeting fees from the Company and has not received compensation from JPS
Textile Group, Inc. Mr. Shuchman did not receive any compensation from
either the Company or JPS Textile Group, Inc. in fiscal 1993.
Summary of Compensation Plans
Retirement Plan
The Company maintains a tax-qualified defined benefit pension plan
covering both salaried and non-union hourly employees. The benefit
formula under such plan is the sum of 1% of annual compensation for each
year up to the Social Security Wage Base for that year and 1.33% of
annual compensation over the Social Security Wage Base with a minimum
benefit of $360 per year multiplied by years of credited service. There
is full vesting of benefits after five years of service. All
contributions are made by the Company. Effective October 1, 1990, the
pension plans were amended to provide for voluntary early retirement at
age 55. Assuming continued employment with the Company until retirement
at age 65, the estimated annual benefits payable beginning at age 65 to
the named executive officers are as follows: Mr. Murphy--$43,814;
Mr. Jaynes--$30,409; and Mr. Dotterer--$34,655.
<PAGE>
Stock Incentive Plan
The Company has a Stock Incentive Plan which was ratified by the
shareholders at the 1990 Annual Shareholders Meeting. The Plan provides
the Compensation Committee with the discretion to make grants until
August 3, 1995 to all salaried employees of the Company who are not in a
bargaining unit, in the form of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Limited Stock Appreciation
Rights, and Restricted Stock. Grants of Stock Appreciation Rights,
Limited Stock Appreciation Rights, and Restricted Stock are intended to
be confined to key employees in special situations. Three hundred fifty
thousand shares of Common Stock of the Company are available for grant
under the Plan, of which no more than 100,000 shares may be granted in
the form of Restricted Stock.
As of January 29, 1994, a total of 73,375 shares were outstanding of
which were 31,250 shares with an option price of $10.00 and 31,900 shares
with an option price of $8.50. A total of 286,850 shares remained
available for the granting of options. No options have been granted to
the executives in listed in the Cash Compensation Table.
Performance Graph
Shown below is a line graph comparing a six year cumulative total
shareholder return for the Company, the S&P Retail Stores (Food), and the
Russell 2000. A chart has been substituted for the Performance Graph.
Comparison of Six-Year Cumulative Total Return*
for Eagle Food Centers, Inc., Russell 2000 Index,
and S&P Retail Stores Food)Index
July 1989 - January 1994
Russell S & P
Period Eagle 2000 Ret. Food
Jul 89 100.00 100.00 100.00
Jan 90 72.15 89.14 89.04
Jan 91 29.75 85.70 111.28
Jan 92 36.08 124.13 108.07
Jan 93 36.71 140.56 137.87
Jan 94 32.91 166.72 132.93
* Total return equals price appreciation plus dividends and assumes
reinvestment of dividends.
Note: Companies comprising the S&P Retail Stores (Food) Index include:
Albertson's, Inc.; American Stores Co.; Brunos Inc.; Giant Food Inc.;
Great Atlantic & Pacific Tea Co.; Kroger Co.; and Winn-Dixie Stores Inc.
<PAGE>
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
None of the named executive officers have employment contracts with the
Company. In order to protect all of the participant's rights in the
event of a Change in Control (as defined below) of the Company, the Stock
Incentive Plan provides for the immediate vesting of all outstanding
awards upon the occurrence of such an event. For purposes of such Plan,
a Change in Control of the Company is deemed to occur if: (i) any person
or entity (with the exception of Odyssey Partners) acquires 50% or more
of the voting securities of the Company; (ii) during any period of two
consecutive years, a majority of the members of the Board of Directors
are replaced; (iv) the shareholders approve a plan of complete
liquidation, an agreement for sale or disposition of substantially all of
the Company's assets, or a materially dilutive merger or consolidation of
the Company; or (iv) the Board of Directors agrees by a two-thirds vote
that a Change in Control has occurred or is about to occur and within six
months actually does occur. However, for purposes of such Plan, no
Change in Control would be deemed to occur with respect to any Plan
participant who is a material equity participant of the purchasing group
that consummates a Change in Control.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
AND MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of shares of Common Stock by (a) each person or
group that is known to the Company to be the beneficial owner of more
than 5% of the outstanding shares, (b) each director and named executive
officer of the Company, and (c) all directors and executive officers of
the Company as a group.
Amount
and Nature Percent
Name and Address of Beneficial of
of Beneficial Owner Ownership(1) Class(2)
Odyssey Partners, L.P.(3) 5,754,835 52.07
Stephen Berger(4) 5,754,835
Leon Levy(4) 5,754,835
Jack Nash(4) 5,754,835
Joshua Nash(4) 5,754,835
Martin J. Rabinowitz(5) 5,754,835
c/o Odyssey Partners, L.P.
31 West 52nd Street
New York, New York 10019
Lindner Fund, Inc. (6) 1,000,500 9.05
c/o Ryback Management Corporation
7711 Carondelet Avenue, Box 16900
St. Louis, Missouri 63105
Steven M. Friedman(3) 267,345 2.42
Pasquale V. Petitti 250,000 2.26
Herbert T. Dotterer 18,226 *
Philip B. Murphy 8,928 *
Robert L. Jaynes 0 *
Peter B. Foreman 151,022 1.37
Michael J. Knilans 500 *
William J. Snyder(7) 1,000 *
Directors and officers as a group 6,184,511 55.96
(9 persons) including certain of the
persons listed above.
<PAGE>
(1) Unless otherwise noted, each person has sole investment and voting
power with respect to the shares indicated.
(2) 11,051,994 shares of Common Stock were outstanding on April 29,
1994.
(3) Odyssey Partners, a private investment firm has beneficial ownership
of 5,754,835 shares. This includes shares 267,345 shares in which
Steven M. Friedman, a former general partner of Odyssey Partners,
L.P., and 29,670 shares in which Salem D. Shuchman, a former
associate of Odyssey Partners, L.P., has an economic interest.
Odyssey Partners retains sole voting and dispositive power over Mr.
Friedman's and Mr. Shuchman's shares.
(4) Represents shares owned by Odyssey Partners which may be deemed to
be beneficially owned by each of Messrs. Berger, Levy, Jack Nash,
and Joshua Nash by virtue of each being a General Partner of Odyssey
Partners.
(5) Mr. Rabinowitz is a limited partner of Odyssey Partners.
Mr. Rabinowitz disclaims beneficial ownership of the shares of
Common Stock owned by Odyssey Partners because he does not have
investment or dispositive power with respect thereto.
(6) Based on information in a Schedule 13G Report delivered to the
Company dated February 4, 1994 with respect to Lindner Fund, Inc., a
registered investment company.
(7) The profit sharing plan of Snyder & Schwarz, P.C., the law firm of
which Mr. Snyder is a member, owns 1,000 shares of Common Stock.
* Owns less than 1% of the total outstanding Common Stock of the Company.
Ownership of Principal Shareholders
Odyssey Partners currently holds the right to vote 52.07% of the issued
and outstanding shares of Common Stock of the Company. As long as Odyssey
Partners owns a majority of the outstanding voting stock of the Company,
Odyssey Partners will be able, acting alone, to elect the entire Board of
Directors of the Company and to approve any action requiring shareholder
approval.
Compliance Under Section 16a of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to
file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no
other reports were required, during the two fiscal years ended January 29,
1994, all Section 16(a) filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied
with.
<PAGE>
RATIFICATION OF THE
SELECTION OF AN INDEPENDENT AUDITOR
Proposal 2
Deloitte & Touche, 2 Prudential Plaza, 180 North Stetson Avenue,
Chicago, Illinois, independent certified public accountants, have performed
an examination of the financial statements of the Company for the fiscal
year ended January 29, 1994. Services provided by Deloitte & Touche
included work related to the examination of the annual financial
statements, reviews of unaudited quarterly financial information and
preparation of state and federal income tax returns.
The Board of Directors, upon recommendation of its Audit Committee, has
appointed Deloitte and Touche to audit the books and accounts of the
Company for the fiscal year ending January 29, 1994 and is seeking
ratification of this appointment by the Shareholders. It is intended that
the shares represented by the proxy will be voted (unless the proxy
indicates to the contrary) for ratification of the appointment.
A representative of Deloitte & Touche will be attending the meeting and
provided the opportunity to make a statement, if desires, and will be
available to respond to appropriate questions.
1994 SHAREHOLDER PROPOSALS
Any shareholder who desires to present a proposal qualified for
inclusion in the Company's proxy materials for the 1994 Annual Shareholders
Meeting must forward the proposal in writing to the Secretary of the
Company at the address shown on the first page of this proxy statement in
time to arrive at the Company no later than January 16, 1995.
ADDITIONAL INFORMATION
Included with this Proxy Statement is the Company's Annual Report
indicating the general scope and nature of such business together with a
summary of the activities and financial results of the Company for fiscal
1993. Shareholders may upon written request and without charge, obtain a
copy of the Company's Securities and Exchange Commission Annual Report on
Form 10-K. Exhibits to the Form 10-K are also available. The Company will
require payment of a fee covering its reasonable expenses in furnishing
such exhibits. Address any request to Mr. Herbert T. Dotterer, Eagle Food
Centers, Inc., Rt. 67 and Knoxville Rd., Milan, Illinois, 61264.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters which
may come before the meeting. However, if any matters other than those
referred to above should properly come before the meeting, it is the intent
of the persons named in the enclosed proxy to vote such proxy in accordance
with their discretion.
BY ORDER OF THE BOARD OF DIRECTORS
Dated May 16, 1994 Herbert T. Dotterer, Secretary
