BIG B, INC.
2600 Morgan Road, S.E.
Birmingham, Alabama 35023
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 30, 1995
TO THE SHAREHOLDERS:
The annual meeting of Shareholders of Big B, Inc. (the
"Company") will be held at the offices of the Company, 2600 Morgan
Road, S.E., at Interstate 459, Birmingham, Alabama 35023, on the
30th day of May, 1995, at 10:00 o'clock A.M., Central Daylight
Time, for the following purposes:
(1) To elect a Board of Directors to serve until the next
annual meeting or until their successors are duly
elected.
(2) To consider and act upon a proposal to ratify the
engagement of the accounting firm of Arthur Andersen LLP
as independent public accountants for the current fiscal
year.
(3) To consider and act upon a proposal to approve an
Amendment to the Certificate of Incorporation of the
Company, approved and recommended by the Board of
Directors, which would increase the total number of
shares which the Company has authority to issue from
Forty Million to One Hundred Million shares of Common
Stock of the par value of $0.001 per share, and to
approve and authorize the execution and the filing of any
and all certificates and other instruments with all
governmental agencies necessary or desirable to
effectuate the foregoing matter.
(4) To transact such other business as may properly come
before the meeting or any adjournment thereof.
We hope you will attend the meeting and take an active part in
it. Details concerning those matters to come before the meeting
are set forth in the accompanying proxy statement for your
inspection. Whether you plan to attend the meeting or not, please
execute the enclosed proxy and return it in the return envelope
which is enclosed for your convenience. The proxy must be returned
on or before May 29, 1995.
The annual report of your Company for the fiscal year ended
January 28, 1995, is enclosed. We hope you will find it
informative.
Pursuant to a resolution adopted by the Board of Directors of
the Company, the close of business on April 1, 1995, has been fixed
as the date for determination of Shareholders entitled to notice of
this meeting and to vote at the meeting.
James A. Bruno,
Secretary
BY ORDER OF THE BOARD OF DIRECTORS
Dated May 3, 1995.<PAGE>
May 3, 1995
BIG B, INC.
2600 Morgan Road, S.E.
Birmingham, Alabama 35023
ANNUAL MEETING OF SHAREHOLDERS
May 30, 1995
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors for use at the
annual meeting of Shareholders of Big B, Inc. ("Big B" or the
"Company") to be held on May 30, 1995. Please sign and return the
proxy in the enclosed return envelope so the Common Stock you own
will be voted in accordance with your wishes. Proxies may be
solicited by personal interview, telephone or mail. Banks,
brokerage houses and other custodians, nominees or fiduciaries will
be requested to forward soliciting materials to their principals
and to obtain authorization for the execution of proxies, and will
be reimbursed for their reasonable out-of-pocket expenses incurred
in that process. The Company will bear the cost of the
solicitation of proxies which is expected to be nominal. The
Company intends to cause this proxy statement to be mailed to
stockholders on or about May 3, 1995. The proxy must be returned
by May 29, 1995.
PROXY IS REVOCABLE
If, after you send in your proxy, you change your mind and
desire to revoke your proxy, you may do so by giving notification
of such intent to the Secretary of the Company in writing at any
time prior to the commencement of this annual meeting. Also, your
proxy may be revoked by submitting a later-dated proxy or by
attending the meeting and voting in person. Unmarked proxies
received by the Company will be voted in favor of each of the
proposals herein specified and as directed by the attorneys-in-fact
as to any other matter which may come before the meeting.
DATE OF RECORD
The close of business on April 1, 1995, has been set as the
record date for the purpose of determining Shareholders entitled to
vote at the annual meeting. Each share of Common Stock is entitled
to one vote on all matters.
OUTSTANDING SECURITIES
On March 16, 1995, there were issued and outstanding
15,636,510 shares of Common Stock of the Company, which constitute
all of the voting securities of the Company.
BUSINESS TO BE CONSIDERED AT
ANNUAL MEETING OF SHAREHOLDERS
It is expected that the following business will be considered
and action taken thereon at the annual meeting:
(1) To elect a Board of Directors to serve until the next
annual meeting or until their successors are duly
elected.
(2) To ratify the engagement of the accounting firm of Arthur
Andersen LLP as independent public accountants for the
current fiscal year.
(3) To approve an amendment to the Certificate of
Incorporation of the Company, approved and recommended by
the Board of Directors, which would increase the total
number of shares which the Company has authority to issue
from Forty Million to One Hundred Million shares of
Common Stock of the par value of $0.001 per share, and to
approve and authorize the execution and the filing of any
and all certificates and other instruments with all
governmental agencies necessary or desirable to
effectuate the foregoing matter.
(4) To transact such other business as may properly come
before the meeting or any adjournment thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company knows of no person (excluding officers and
Directors of the Company) who may be deemed to own beneficially
more than five percent of the outstanding Common Stock of the
Company.
The security ownership of all Directors and nominees and of
certain officers is set forth hereinafter.
BOARD OF DIRECTORS
The present Board of Directors consists of 8 members, all of
whom were elected to the Board of Directors at the Company's 1994
annual meeting of Shareholders. One of the present members of the
Board of Directors, Isaac L. Alderman, will retire from the Board
at the conclusion of his present term and, therefore, has not been
renominated to the Board. A Board of Directors consisting of no
less than 3 nor more than 12 persons is authorized by the Big B,
Inc. Certificate of Incorporation. As provided in the Company's
Bylaws, the Board of Directors has fixed at 8 the present number of
members to serve on the Board. The remaining seven (7) of the
present members of the Board of Directors are nominees for election
to the Board of Directors at this meeting. Each nominee has
expressed willingness to serve as a Director during the coming
year. Each Director is to serve for a term of one year or until
his successor is duly elected and qualified. Proxies cannot be
voted for a greater number of persons than the number of nominees
named. The eight nominees receiving the highest number of votes at
the annual meeting will be elected as Directors. (Abstentions and
broker non-votes will not affect the tally of votes cast in the
election. A "non-vote" occurs when a broker, or other fiduciary,
holding shares for a beneficial owner votes on one proposal but
lacks authority from the owner to vote on another proposal.) It is
the intention of the proxy holders to vote FOR the election of all
of the nominees listed below in the absence of contrary direction.
Should any nominee become unavailable for election for any
presently unforeseen reason, the Board of Directors of the Company
will determine how the proxies will be voted.
During the last fiscal year, the Board of Directors met on
four occasions. No incumbent Director attended fewer than 75% of
the aggregate number of Board and committee meetings on which such
Board member served. Directors fees of $1,000 each for the Board
meetings attended were paid to each non-employee Director of the
Company. The Company allows non-employee Directors to elect to be
paid Director fees in Common Stock of the Company, and all of the
non-employee Directors have elected to be paid in Common Stock.
The Company has an Audit Committee consisting of Anthony J.
Bruno, Richard Cohn and Isaac Alderman, which met on one occasion
during the past year. The purpose of the Audit Committee is to
advise the Board of Directors with respect to the scope of the
annual audit and with respect to any recommendations made by the
auditors of the Company concerning the internal accounting controls
of the Company. The Company has a Compensation Committee
consisting of Richard Cohn, Isaac Alderman and Charles A. McCallum,
D.M.D., M.D., which met on one occasion during the past year. The
purpose of the Compensation Committee is to review and approve
salaries and benefits for the executive officers of the Company.
The Company does not have a Nominating Committee.
The principal occupation or employment of each nominee for
Director for the past five years, the year in which he or she
became a Director, and the number of shares of Common Stock of the
Company beneficially owned on March 31, 1995, are reflected in the
following table. Unless otherwise stated, the nominee exercises
sole voting and investment power over all shares of Common Stock
beneficially owned.
<PAGE>
<TABLE>
NOMINEES
<CAPTION>
Percent
Principal Beneficial of Total
Occupation Served Ownership Outstanding
for the as of Common Common
Name of Past Five Director Stock of Stock of
Nominee Years Age Since Company Company
<S> <C> <C> <C> <C> <C>
Joseph Chairman Emeritus of the 82 1972 559,122(1) 3.6%
S. Bruno Board of the Company and
Chairman Emeritus of the
Board of Bruno's, Inc.;
Chairman of the Board of
the Company from 1972 to
1993.
Anthony Chairman of the Board of 68 1979 885,504(2) 5.7%**
J. Bruno the Company and Chief
Executive Officer; President
of the Company from 1979
to 1993.
Arthur President and Chief Operat- 47 1981 68,098(3) *
M. Jones, ing Officer of the Company;
Sr. Executive Vice President and
Secretary/Treasurer from 1981
to 1993.
Vincent Senior Vice-President of 52 1981 1,226,112(4) 7.8%**
J. Bruno Merchandising and Advertising
of the Company
James A. Vice President of Marketing 34 1993 93,403(5) *
Bruno since 1987; Secretary of the
Company since 1993.
Richard Attorney: Sirote & Permutt, 52 1981 7,417(6) *
Cohn P.C., Counsel for the Company
Charles Professor of Medicine and 68 1993 1,417 *
A. Mc- Dentistry, University of
Callum, Alabama at Birmingham (UAB);
D.M.D., President of UAB from 1987
M.D. to 1993
Susan W. Executive Director of 48 ---- 672 *
Matlock Birmingham Business
Assistance Network since
1986.
<FN>
*Owns less than 1% of the total outstanding Common Stock of the Company.
**Owns 5% or more of the total outstanding Common Stock of the Company. The address for
these beneficial owners of 5% or more of the Company's Common Stock is c/o Big B, Inc., 2600
Morgan Road, S.E., Birmingham, Alabama 35023.
<F1>
(1) Includes 473,522 shares owned directly by Joseph S. Bruno; 70,100 shares owned by his
wife, as to which he may be deemed to share voting and investment power; and 15,500 shares
owned by the Joseph S. Bruno Charitable Foundation, a private charitable foundation, of which
he is a Director, with respect to which shares he disclaims any beneficial interest but as
to which he shares voting and investment power.
<F2>
(2) Includes 791,504 shares owned directly by Anthony J. Bruno; and 67,200 shares owned by
his wife, and 26,800 shares held in the name of his wife as custodian for their children,
nephew, and grandchild, as to which he may be deemed to share voting and investment power.
<F3>
(3) Includes 67,326 shares owned directly by Arthur M. Jones, Sr. (of which 13,000 shares are
represented by options exercisable within sixty days by him under the Company's Employee
Stock Option Plan); 172 shares held jointly with his wife, and 600 shares held in the name
of his wife as custodian for their children, as to which he may be deemed to share voting and
investment power.
<F4>
(4) Includes 507,936 shares owned directly by Vincent J. Bruno (of which 18,000 shares are
represented by options exercisable within sixty days by him under the Company's Employee
Stock Option Plan); 114,100 shares held by him as custodian for his minor children; 391,633
shares held by him as co-trustee of trusts for the benefit of his minor children, 1,600
shares held jointly with his wife, 174,964 shares owned by his wife, 16,735 shares held in
the name of his wife as trustee of a trust for the benefit of his minor children, and 10,900
shares held in the names of his minor children, as to which he may be deemed to share voting
and investment power; and 8,244 shares owned by the Lee Bruno Foundation, a private
charitable foundation, of which he is a Director, with respect to which shares he disclaims
any beneficial interest but as to which he shares voting and investment power.
<F5>
(5) Includes 92,534 shares owned directly by James A. Bruno (of which 4,000 shares are
represented by options exercisable within sixty days by him under the Company's Employee
Stock Option Plan); and 869 shares held in the name of his mother as Trustee for the benefit
of his minor child.
<F6>
(6) Includes 1,417 shares owned directly by Richard Cohn; and 6,000 shares held in the name
of Cohn Family Partnership, Ltd., as to which he may be deemed to share voting and investment
power. He also serves as co-trustee of certain trusts with Vincent J. Bruno of which neither
he nor any member of his family is a beneficiary, which own, in the aggregate 51,552 shares,
as to which Mr. Cohn may be deemed to share voting and investment power and as to which he
disclaims any beneficial ownership and which are not included in the above total.
</FN>
</TABLE>
<PAGE>
Joseph S. Bruno and Anthony J. Bruno are brothers, and Vincent J.
Bruno is their nephew. James A. Bruno is the son of Anthony J.
Bruno. These four individuals beneficially own, in the aggregate,
2,764,141 shares (of which 22,000 shares are represented by options
exercisable within sixty days by Vincent J. Bruno and James A.
Bruno under the Company's Employee Stock Option Plan), constituting
approximately 17.7% of the total outstanding Common Stock of the
Company.
Joseph S. Bruno and Richard Cohn are members of the Board of
Directors of Bruno's, Inc.
As required by the Securities and Exchange Commission rules
under Section 16 of the Securities and Exchange Act of 1934, the
Company notes that during 1994 no directors filed untimely reports
on transactions in the Company's common stock.
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has recommended to the
Shareholders that the number of authorized shares of capital stock
of the Company, which presently is 40,000,000 shares of $.001 par
value Common Stock, be changed to increase the number of authorized
shares to 100,000,000 shares of $.001 par value Common Stock. If
the proposed change is approved by the shareholders, an amendment
to the Certificate of Incorporation of the Company will be filed in
the Office of the Judge of Probate of Jefferson County, Alabama.
As of March 16, 1995, the Company had issued and outstanding
15,636,510 shares of its Common Stock, and there were 24,363,490
shares authorized but unissued. If the proposed change in
authorized shares is approved, there will be 84,363,490 shares
authorized but unissued. Other than 3,299,180 shares of Common
Stock reserved for issuance upon conversion of the Company's
outstanding 6-1/2% Convertible Subordinated Debentures and 888,597
shares reserved for issuance of stock options heretofore granted or
available for grant under the Company's Employee Stock Option Plan,
the Company has no present plans for the issuance of these
authorized but unissued shares, but they may be issued by action of
the Board of Directors at such times and on such terms as the Board
may determine. The Board of Directors believes that the increase
in the authorized shares of the Company is desirable in order to
provide sufficient additional authorized capital stock of the
Company for any future approved stock splits, stock dividends or
stock offerings, for any acquisition by the Company of the assets
or stock of any other business, or for other appropriate corporate
purposes, should any of such be approved by the Board of Directors
in the future. Management of the Company will not solicit further
approval from the shareholders prior to the issuance of additional
shares of the Company's Common Stock, except as required by law.
The proposed amendment to the Certificate of Incorporation
will not in any way deny or restrict the rights of the existing
shareholders. However, the shareholders of the Company do not have
preemptive rights and the issuance of the authorized but as yet
unissued shares could have a dilutive effect on existing
shareholders. Accordingly, a resolution setting forth the proposed
Articles of Amendment to Certificate of Incorporation will be
presented at the special shareholders' meeting for approval by the
shareholders. To be adopted, this resolution must have the
approval of a majority of the outstanding shares of the Common
Stock of the Company. (Abstentions and broker non-votes will have
the effect of votes against this resolution.)
OFFICERS
The offices held by Joseph S. Bruno, Anthony J. Bruno, Arthur
M. Jones, Sr., Vincent J. Bruno and James A. Bruno are designated
in the Nominees chart appearing on page 4 of this Proxy Statement.
Timothy N. Burelle, age 48, has been employed by Big B since 1990,
and was elected Vice President of Professional Relations of Big B
in 1990; he was Dean of the School of Pharmacy at Samford
University from 1985 to 1990. Bobby W. Little, age 52, has been
employed by Big B since 1972 and was elected Vice President of
Store Operations in 1982 and Senior Vice President of Store
Operations in 1994. S. Steven Taylor, age 43, has been employed by
Big B since 1982 and was elected Vice President of Real Estate and
Store Development in 1987. Eugene A. Beckmann, age 46, has been
employed by Big B since 1984 and was elected Vice President of
Human Resources in 1987. Michael J. Tortorice, age 48, has been
employed by Big B since 1973 and was elected Vice President of
Finance in 1988, Treasurer in 1993, and Chief Financial Officer in
1994.
The following table presents information concerning the
beneficial ownership of the Company's Common Stock by certain of
its executive officers on March 31, 1995.
<PAGE>
<TABLE>
Stock Beneficially Owned
<CAPTION>
Name and Address Title of Class # of Shares(1) % of Class
<S> <C> <C> <C>
Anthony J. Bruno Common 885,504 5.7%
Birmingham, AL
Arthur M. Jones, Sr. Common 68,098 .4%
Birmingham, AL
Vincent J. Bruno Common 1,226,112 7.8%
Birmingham, AL
James A. Bruno Common 93,403 .6%
Birmingham, AL
Bobby W. Little Common 36,246 .2%
Birmingham, AL
Timothy N. Burelle Common 8,058 .05%
Birmingham, AL
All Officers and Directors Common 2,956,370 18.9%
of the Company as a group
(14 persons)
<FN>
<F1>
(1) The amounts shown represent the total shares beneficially owned by such individuals
together with shares which are issuable upon the exercise of all stock options which are
currently exercisable. Specifically, the following individuals have the right to acquire the
shares indicated after their names, upon the exercise of such options: Arthur M. Jones, Sr.,
13,000; Vincent J. Bruno, 18,000; James A. Bruno, 4,000; and all officers and directors as
a group, 46,900.
</FN>
</TABLE>
<PAGE>
COMPENSATION TO EXECUTIVE OFFICERS
The following table is a summary of certain information
concerning the compensation earned by the Company's chief executive
officer and each of the other five most highly compensated
executive officers during the last three fiscal years.<PAGE>
<TABLE>
COMPENSATION
<CAPTION>
Annual Compensation Long-Term All Other
Compensation Compensation (2)
Name/ Year Salary Bonus Other No. of
Position Annual Securities
Compen- Underlying
sation Options
(1)
<S> <C> <C> <C> <C> <C> <C>
Anthony 1995 $256,000 $ 98,000 -- -- $45,000
J.Bruno, 1994 244,000 125,000 -- -- 48,000
Chairman 1993 231,000 118,000 -- -- 102,000
of the
Board, CEO
Arthur M. 1995 205,000 79,000 $32,000 0 29,000
Jones, Sr., 1994 185,000 100,000 11,000 18,000 24,000
President, 1993 153,000 80,000 38,000 0 22,000
Chief Oper-
ating Officer
Vincent 1995 120,000 46,000 -- 0 27,000
J. Bruno, 1994 114,000 59,000 40,000 8,000 30,000
Senior 1993 106,000 55,000 12,000 0 21,000
Vice
President
of Merchan-
dising and
Advertising
James A. 1995 107,000 47,000 -- 0 9,000
Bruno, 1994 82,000 43,000 -- 7,000 8,000
Executive 1993 74,000 39,000 21,000 0 6,000
Vice
President;
Secretary
Bobby W. 1995 109,000 42,000 12,000 0 25,000
Little, 1994 101,000 53,000 -- 7,000 21,000
Senior 1993 95,000 49,000 5,000 0 20,000
Vice
President
of Store
Operations
Timothy 1995 109,000 42,000 -- 0 16,000
N.Burelle, 1994 101,000 53,000 -- 4,400 15,000
Vice 1993 95,000 49,000 15,000 0 13,000
President
of Pro-
fessional
Relations
<FN>
<F1>
(1) Reflects amounts reimbursed by the Company for the payment of taxes resulting from the
exercise of stock options issued under the Company's Employee Stock Option Plan. No amounts
for executive perquisites and other personal benefits, securities or property are shown
because the aggregate dollar amount per executive is the lesser of either $50,000 or 10% of
annual salary and bonus.
<F2>
(2) The amounts listed in this column represent (i) the Company's contributions under its
Profit Sharing Plan for the benefit of the following executives for 1995, 1994, and 1993:
Anthony J Bruno $6,000, $6,000, and $7,000; Arthur M. Jones, Sr. $6,000, $6,000, and $7,000;
Vincent J. Bruno $6,000, $6,000 and $5,000; James A. Bruno $5,000, $4,000 and $3,000; Bobby
W. Little $4,000, $4,000 and $4,000; and Timothy N. Burelle $4,000, $4,000 and $4,000; (ii)
amounts accrued by the Company in 1995, 1994, and 1993 under Employment and Deferred
Compensation Agreements to provide future retirement benefits for its executives as follows:
Anthony J. Bruno $20,000, $25,000, and $80,000; Arthur M. Jones, Sr. $20,000, $15,000, and
$12,000; Vincent J. Bruno $18,000, $21,000 and $13,000; James A. Bruno $2,000, $2,000 and
$1,000; Bobby W. Little $18,000, $14,000 and $13,000; and Timothy N. Burelle $10,000, $9,000
and $7,000; and (iii) annual premiums paid by the Company on life insurance provided by the
Company in 1995, 1994 and 1993 for the benefit of its executives as follows: Anthony J. Bruno
$19,000, $17,000, and $15,000; Arthur M. Jones, Sr. $3,000, $3,000, and $3,000; Vincent J.
Bruno $3,000, $3,000 and $3,000; James A. Bruno $2,000, $2,000 and $2,000; Bobby W. Little
$3,000, $3,000 and $3,000; and Timothy N. Burelle $2,000, $2,000 and $2,000.
[/FN]
</TABLE>
<PAGE>
COMPENSATION REPORT
The Company's Compensation Committee has established for
executives specific compensation policies which seek to enhance the
profitability of the Company with an appropriate balance between
long-term and short-term profitability goals and to assure the
ability of the Company to attract and retain executive employees
with compensation packages competitive in the marketplace.
The compensation program of the Company seeks specifically to
motivate the executives of the Company to achieve objectives which
benefit the Company within their respective areas of
responsibility, with particular emphasis, in the following order of
priority, on the ultimate realization of profits for the Company,
continued growth in revenues, and control over operating expenses
through the achievement of operating efficiencies.
The key elements of the Company's compensation program include
base compensation, an incentive bonus, a Stock Option Plan and
retirement benefits typically offered to executives of similar
businesses.
The Company has also sought to align the interests of the
executives with the long-term interests of the shareholders through
its Stock Option Plan and an attractive deferred compensation plan
for the executives.
The fiscal 1995 compensation of Anthony J. Bruno, the
Company's Chief Executive Officer, was based on a review of
salaries paid by other retail drug companies of a similar size to
that of the Company, taking into account the successful performance
of the Company during the preceding year and the leadership
provided by him in his role as CEO. The base salaries of all of
the executives are set on a general and subjective basis after a
review of certain factors, including salaries paid by other retail
drug companies of a similar size to that of the Company for
executives of similar experience and skills, the overall
performance by each executive during the preceding year, the
Company's financial performance during the preceding year, and any
changes in the scope of the executive's responsibilities from the
preceding year. In addition to base salary, each executive,
including the CEO, may earn a cash bonus of up to 50% of base pay
if certain earnings objectives, established at the beginning of
each fiscal year, are achieved with the maximum potential bonus
being reduced in proportion to any shortfall in these set earnings
objectives.
COMPENSATION COMMITTEE
Isaac L. Alderman
Richard Cohn
Charles A. McCallum, D.M.D., M.D.
SHAREHOLDER RETURN PERFORMANCE
The following line graph compares the yearly percentage change
in the cumulative total shareholder return on the Company's Common
Stock against the cumulative total return of the S&P Composite-500
Stock Index and the cumulative total return of a published group
index for the Chain Drug Store Industry (Peer Group), provided by
the National Association of Chain Drug Stores, for the period of
five fiscal years. The graph depicts $100 invested at the close of
trading in the last trading day preceding the first day of the
fifth preceding fiscal year in Big B, Inc. Common Stock, the S&P
500, and the Peer Group. The cumulative total return assumes
reinvestment of dividends.
[Shareholder Return Performance Graph Omitted pursuant to Item
304(d) of Regulation S-T]
<TABLE>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Big B, Inc. 100.00 62.08 98.23 169.51 203.45 245.13
S&P 500 100.00 108.39 132.99 147.06 166.02 166.88
Peer Group 100.00 122.59 155.28 162.81 162.00 201.62
</TABLE>
STOCK OPTION GRANTS
No options to purchase Company Common Stock were granted
during the last fiscal year to the named executive officers
pursuant to the Company's Employee Stock Option Plan.
AGGREGATE OPTION EXERCISES AND OPTION VALUES
The following table shows information concerning the exercise
of stock options during the fiscal year 1995 by each of the named
executive officers and the fiscal year-end value of unexercised
options.
<PAGE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
<CAPTION>
Name Shares Value No. of No. of Value of Value of
acquired realized securities securities unexercised unexercised
on ($) underlying underlying in-the-money in-the-money
exercise unexercised unexercised options at options at
(Number) options at options at FYE ($)- FYE ($)-
FYE FYE exercisable unexercisable
(exercisable) (unexercisable)
<S> <C> <C> <C> <C> <C> <C>
Anthony J.
Bruno 0 $0 0 0 $0 $0
Arthur M.
Jones, Sr. 16,000 $112,000 22,000 0 $173,000 0
Vincent J.
Bruno 0 0 18,000 0 $136,000 0
James A.
Bruno 0 0 11,000 0 $ 88,000 0
Bobby W.
Little 8,500 $48,000 3,500 0 $32,000 0
Timothy N.
Burelle 0 0 4,400 0 $40,000 0
Total 24,500 $160,000 58,900 0 $469,000 0
</TABLE>
<PAGE>
RETIREMENT PLANS
Profit Sharing 401(k) Retirement Plan
The Company maintains a profit sharing cash and deferred
retirement plan pursuant to Section 401(k) of the Internal Revenue
Code of 1986, as amended. All employees who are not eligible to
participate in a union-sponsored or co-sponsored qualified
retirement plan will participate after one year of service and
attainment of age 21.
The Company may make discretionary contributions in an amount
determined annually by the Board of Directors. Company
contributions are allocated to each participant on the basis of
compensation. Participants may make contributions to the Plan on
a payroll deduction basis and the Company may make matching
contributions on behalf of each participant. A separate salary
reduction account and matching employer contribution account are
maintained for each participant. All contributions are paid to
NationsBank, as Trustee, to hold, invest and reinvest the funds.
All accounts are vested at retirement, death or disability. Upon
any other termination of employment, matching and discretionary
contributions are vested after the fifth year of service. Subject
to certain restrictions and tax penalties, participants may make
early withdrawals from their salary reduction accounts.
Employment and Deferred Compensation Agreement
An Employment and Deferred Compensation Agreement between the
Company and each executive officer of the Company provides that
certain retirement benefits are to be paid to that officer upon his
retirement after age 65. Cash retirement benefits in a monthly
amount equal to 4.2% of his average annual compensation for the
five fiscal years ended immediately prior to his retirement date
are to be paid to him for a period of 120 months following the date
of his retirement. In the event of his death after retirement and
during such 120-month period, the Company will be obligated to
continue the payments to his spouse or heirs for the remainder of
the 120-month term. In the event an officer becomes permanently
disabled or dies prior to attaining age 65, the Company will be
obligated to make the monthly cash payments to him, or to his wife
or heirs in the event of his death, for such 120-month period. The
Company accrues the present value of such retirement benefits from
the date of such agreement to the normal retirement date.
INTEREST OF OFFICERS, DIRECTORS AND OTHERS IN CERTAIN TRANSACTIONS
Big B leases a drug store in Hoover, Alabama, from Nancy
Bruno, the mother of Vincent Bruno, Senior Vice President of
Merchandising and Advertising and a Director of the Company. The
annual minimum rental is $55,000, plus 2% of store sales (excluding
sales of beer, wine or tobacco products) in excess of $2,750,000.
For the last fiscal year, Nancy Bruno received no payments under
provisions relating to sales in excess of the specified minimum.
The term of this lease is through 2005.
The Company leases from Joseph S. Bruno, Chairman Emeritus of
the Board of Directors of the Company, and his wife, Theresa L.
Bruno, five Big B Drug Stores, located in Birmingham, Gadsden,
Clanton and Talladega, Alabama, and in Pensacola, Florida, under
long-term leases with remaining terms ranging from 5 to 10 years
and with three to four five-year renewal options. Each of the
leases provides for an annual minimum guaranteed rent, plus an
additional rent equal to 2% of annual sales in excess of a
specified amount for each of the five drug stores. Future minimum
lease payments under these net operating leases with noncancelable
terms in excess of one year aggregate $1,816,000. Minimum lease
payments were $266,000 in fiscal 1995, $257,000 in fiscal 1994, and
$244,000 in fiscal 1993. No excess rentals were paid in fiscal
1995, 1994, or 1993. In addition, at January 28, 1995, the Company
is contingently liable for future minimum lease payments of
$1,329,000 on stores sold to a related party in a prior year.
The Company utilizes the services of Perry Harper & Perry,
Inc., an advertising agency, located in Birmingham, Alabama, of
which the spouse of James A. Bruno is a shareholder and employee.
In fiscal 1995, the Company paid to Perry Harper & Perry
approximately $222,000 of commissions for its services.
In the opinion of Management and a majority of the
disinterested members of the Board of Directors, the terms of each
of these leases and the Company's arrangement with its advertising
agency are no less favorable than terms that could have been
obtained from unaffiliated parties.
TRANSACTIONS WITH BRUNO'S, INC.
Joseph S. Bruno and Richard Cohn, Directors of the Company,
are also directors of Bruno's, Inc. A nephew of Joseph S. Bruno
and Anthony J. Bruno is Chairman, President and Chief Executive
Officer of Bruno's.
The following relates to certain transactions between Big B
and Bruno's:
The Company currently leases from Bruno's, Inc. 15 drug store
locations and one home health care store location. Payments by the
Company to Bruno's, Inc. under all of such leases for the last
fiscal year totaled $678,000 and for the current fiscal year will
total approximately $700,000. Future minimum lease payments under
operating leases having initial or remaining non-cancelable lease
terms in excess of one year payable by the Company to Bruno's, Inc.
are $2,751,000.
In the opinion of a majority of the disinterested members of
the Board of Directors, the terms of these leases are no less
favorable than terms that could have been obtained from
unaffiliated parties.
SHAREHOLDERS LIST
A complete list of the Shareholders entitled to vote at the
annual meeting of Shareholders to be held on May 30, 1995, will be
available for inspection during normal business hours at the
principal office of the Company for a period of at least 10 days
prior to the meeting, upon written request to the Company by a
Shareholder, and at all times during the annual meeting at the
place of the meeting.
SELECTION OF AUDITORS
Arthur Andersen LLP, independent certified public accountants,
have performed an examination of the financial statements of the
Company for the fiscal year ended January 28, 1995. Services
provided by Arthur Andersen LLP included work related to the
examination of the annual financial statements of the Company, its
Profit Sharing 401(k) Retirement Plan; reviews of unaudited
quarterly financial information; filings with the Securities and
Exchange Commission, and preparation of state and federal income
tax returns.
Arthur Andersen LLP, Suite 1500, 417 North 20th Street,
Birmingham, Alabama, is recommended for selection as independent
certified public accountants of the Company for the current fiscal
year. A representative of Arthur Andersen LLP is expected to
attend this meeting. He will be afforded the opportunity to make
a statement if he desires, and will be available to respond to
appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, Management knows of no
other business which will be presented for consideration at the
meeting.
BIG B, INC. WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, FOR ITS FISCAL YEAR ENDED JANUARY 28, 1995, TO
ANY BENEFICIAL OWNER OF BIG B, INC. COMMON STOCK AS OF APRIL 1,
1995, WHO REQUESTS IN WRITING A COPY OF SUCH FROM ITS CORPORATE
SECRETARY, JAMES A. BRUNO, C/O BIG B, INC., POST OFFICE BOX 10166,
BIRMINGHAM, ALABAMA 35202.
SHAREHOLDER PROPOSALS
SHAREHOLDER PROPOSALS TO BE PRESENTED FOR CONSIDERATION AT THE
NEXT ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY MUST BE RECEIVED
BY THE COMPANY NO LATER THAN DECEMBER 15, 1995.
INCORPORATION BY REFERENCE
The Consolidated Financial Statements of the Company and
Management's Discussion and Analysis of Financial Conditions and
Results of Operations, set forth in the Company's Annual Report to
Shareholders accompanying this Proxy Statement, are hereby
incorporated herein.
BIG B, INC.
By: /s/ James A. Bruno
James A. Bruno
Secretary
<PAGE>
BIG B, INC.
Birmingham, Alabama
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS ON THE 30TH DAY OF MAY, 1995.
The undersigned hereby appoints Joseph S. Bruno and Anthony J.
Bruno, and each of them, each with the power to appoint his
substitute, attorneys with the powers the undersigned would possess
if personally present to vote all of the Common Stock of Big B,
Inc. held of record by the undersigned on April 1, 1995, at the
annual meeting of the Shareholders to be held on the 30th day of
May, 1995, at the offices of the Company, 2600 Morgan Road, S.E.,
at Interstate 459, Bessemer, Alabama 35023, at 10:00 o'clock A.M.,
and at any adjournments thereof, upon the matters set forth below
and described in the notice and proxy statement for said meeting,
copies of which have been received by the undersigned; and, in
their discretion, upon all other matters which may come before the
meeting. Without otherwise limiting the general authorization
hereby given, said attorneys are instructed to vote as follows on
the matters set forth below:
(1) ELECTION OF DIRECTORS
FOR all nominees listed below [ ]
(except as marked to the contrary below)
WITHHOLD AUTHORITY [ ]
to vote for all nominees listed below
INSTRUCTION -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST BELOW.
Joseph S. Bruno, Anthony J. Bruno, Arthur M. Jones, Sr.,
Vincent J. Bruno, James A. Bruno, Richard Cohn, Charles A.
McCallum, D.M.D., M.D., Susan W. Matlock
(2) To ratify the engagement of the accounting firm of Arthur
Andersen LLP as independent public accountants for the current
fiscal year.
FOR: [ ] AGAINST: [ ] ABSTAIN: [ ]
(3) To approve an Amendment to the Certificate of Incorporation of
the Company which would increase the total number of shares which
the Company has authority to issue from Forty Million to One
Hundred Million shares of Common Stock of the par value of $0.001
per share, and to approve and authorize the execution and the
filing of any and all certificates and other instruments with all
governmental agencies necessary or desirable to effectuate the
foregoing matter.
FOR: [ ] AGAINST: [ ] ABSTAIN: [ ]
(4) In their discretion, upon such other matters as may properly
come before the meeting.
AUTHORIZED: [ ] NOT AUTHORIZED: [ ]
The shares represented by this proxy will be voted in
accordance with the specifications made by the undersigned herein.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF
EACH OF THE PROPOSALS HEREIN SPECIFIED AND AS DIRECTED BY THE
ATTORNEYS-IN-FACT AS TO ANY OTHER MATTERS WHICH MAY COME BEFORE THE
MEETING.
Please mark, sign, date and return this proxy in the enclosed
envelope as soon as possible, even though you plan to attend this
meeting.
To help our preparations for the meeting, please check here if
you plan to attend. [ ]
[SPACE FOR LABEL]
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ABOVE:
_____________________________________________
Date:
_____________________________________________
Date:
When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If
a partnership, please sign in partnership name by authorized
person.
If your address has changed, please note new address:
