THIS DOCUMENT IS A COPY OF THE PRELIMINARY
PROXY STATEMENT FILED ON APRIL 10, 1995.
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.
MS240473.MS
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. 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
MS240473.MS
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
MS240473.MS
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.
MS240473.MS
<TABLE>
NOMINEES
<CAPTION>
Approximate
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 *
MS240473.MS
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.
MS240473.MS
<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>
MS240473.MS
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.
All of the officers and Directors of the Company, as a group
(14 persons), beneficially owned, as of March 16, 1995, 2,956,370
shares (of which 46,900 shares are represented by options which
are exercisable within sixty days by members of the group under
the Company's Employee Stock Option Plan), constituting
approximately 18.9% 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
MS240473.MS
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. 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.
MS240473.MS
<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
<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; and James A. Bruno, 4,000.
</FN>
</TABLE>
MS240473.MS
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.
MS240473.MS
<TABLE>
COMPENSATION
<CAPTION>
Annual Compensation Long-Term All Other Compensation
Compensation
Name/ Year Salary Bonus Other No. of Profit Deferred Split
Position Annual Securities Sharing Compensa- Dollar
Compen- Underlying (2) sation Life
sation Options (3) Ins.
(1) (4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony 1995 $256,000 $ 98,000 -- -- $6,000 $20,000 $19,000
J.Bruno, 1994 244,000 125,000 -- -- 6,000 25,000 17,000
Chairman 1993 231,000 118,000 -- -- 7,000 80,000 15,000
of the
Board, CEO
Arthur M. 1995 205,000 79,000 $32,000 0 6,000 20,000 3,000
Jones, Sr., 1994 185,000 100,000 11,000 18,000 6,000 15,000 3,000
President, 1993 153,000 80,000 38,000 0 7,000 12,000 3,000
Chief Oper-
ating Officer
Vincent 1995 120,000 46,000 -- 0 6,000 18,000 3,000
J. Bruno, 1994 114,000 59,000 40,000 8,000 6,000 21,000 3,000
Senior 1993 106,000 55,000 12,000 0 5,000 13,000 3,000
Vice
President
of Merchan-
dising and
Advertising
James A. 1995 107,000 47,000 -- 0 5,000 2,000 2,000
Bruno, 1994 82,000 43,000 -- 7,000 4,000 2,000 2,000
Executive 1993 74,000 39,000 21,000 0 3,000 1,000 2,000
Vice
President;
Secretary
MS240473.MS
Bobby W. 1995 109,000 42,000 12,000 0 4,000 18,000 3,000
Little, 1994 101,000 53,000 -- 7,000 4,000 14,000 3,000
Senior 1993 95,000 49,000 5,000 0 4,000 13,000 3,000
Vice
President
of Store
Operations
Timothy 1995 109,000 42,000 -- 0 4,000 10,000 2,000
N.Burelle, 1994 101,000 53,000 -- 4,400 4,000 9,000 2,000
Vice 1993 95,000 49,000 15,000 0 4,000 7,000 2,000
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 the Company's contributions under its
Profit Sharing Plan.
<F3>
(3) The amounts listed in this column represent the amounts accrued by the Company under
Employment and Deferred Compensation Agreements to provide future deferred compensation
benefits for its executives.
<F4>
(4) The amounts listed in this column represent the annual premiums paid by the Company on
life insurance provided by the Company for the benefit of its executives.
</FN>
</TABLE>
MS240473.MS
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.
MS240473.MS
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
$100 invested at the close of trading in the last trading day
preceding the first day of the fifth preceding fiscal year in Big
B, Inc. Common Stock, the S&P 500, and the Peer Group. The
cumulative total return assumes reinvestment of dividends.
<TABLE>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Big B, Inc. 100.00 62.08 98.23 169.51 203.45 245.13
S&P 500 100.00 108.39 132.99 147.06 166.02 166.88
Peer Group 100.00 122.59 155.28 162.81 162.00 201.62
</TABLE>
STOCK OPTION GRANTS
No options to purchase Company Common Stock were granted
during the last fiscal year to the named executive officers
pursuant to the Company's Employee Stock Option Plan.
AGGREGATE OPTION EXERCISES AND OPTION VALUES
The following table shows information concerning the
exercise of stock options during the fiscal year 1995 by each of
the named executive officers and the fiscal year-end value of
unexercised options.
MS240473.MS
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Name Shares Value No. of No. of Value of Value of
acquired realized securities securities unexercised unexercised
on ($) 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 $469,000 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 83,400 0 $88,000 0
</TABLE>
MS240473.MS
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
MS240473.MS
$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. The total
annual minimum guaranteed rent for all five stores for the first,
second and third five-year segments of the initial terms of the
leases are, respectively, $1,068,695, $1,102,445, and $911,250.
During the last fiscal year, the Company's aggregate lease
payments under these leases totaled $235,000.
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.
MS240473.MS
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
MS240473.MS
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:___________________________
James A. Bruno
Secretary
MS240473.MS
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
MS240473.MS
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:
