<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
J.G. Industries, Inc.
- - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
__________________________
JG INDUSTRIES, INC.
1615 W. CHICAGO AVENUE
CHICAGO, ILLINOIS 60622
To the Shareholders of JG Industries, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of JG
Industries, Inc., an Illinois corporation (the "Company"), will be held at the
Bank of America, Conference Center, 13th Floor, 231 South LaSalle Street,
Chicago, Illinois on Tuesday, June 6, 1995 at 10:00 a.m., for the following
purposes:
Proposal 1: To elect ten persons to the Board of Directors;
Proposal 2: To approve appointment by the Board of Directors of Coopers &
Lybrand L.L.P. as auditors for the Company;
And to transact such other business as may properly come before the meeting.
Shareholders are cordially invited to attend the meeting in person. Whether or
not you presently intend to attend the Annual Meeting in person, the Board of
Directors asks you to complete, date and sign the enclosed proxy and return it
promptly by mail in the envelope provided.
Only shareholders of record on the books of the Company at the close of
business on April 28, 1995 will be entitled to notice of and to vote at the
meeting or any adjournment thereof. The stock transfer books will not be closed.
By order of the Board of Directors.
William M. Guzik
Secretary
May 16, 1995
<PAGE>
JG INDUSTRIES, INC.
1615 W. CHICAGO AVENUE
CHICAGO, ILLINOIS 60622
PROXY STATEMENT
INTRODUCTION
The enclosed proxy is solicited by and on behalf of the Board of Directors of
JG Industries, Inc. (the "Company"), to be used at the Annual Meeting of
Shareholders to be held at the Bank of America, Conference Center, 13th Floor,
231 South LaSalle Street, Chicago, Illinois, on Tuesday, June 6, 1995 at 10:00
a.m., and at any adjournments thereof. All shares represented by proxies will be
voted at the meeting in accordance with the specifications marked thereon or, if
no specifications are made, proxies will be voted in favor of all matters for
which proxies have been solicited. Any shareholder giving a proxy may revoke the
same at any time prior to the voting of such proxy by giving written notice of
revocation to the Secretary of the Company, by submitting a later dated proxy or
by attending the meeting and voting in person. This Proxy Statement and the
accompanying proxy are first being mailed to shareholders on or about May 16,
1995.
VOTING AT THE MEETING
The Board of Directors has fixed April 28, 1995 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
The Corporation has two classes of capital stock outstanding: common stock, no
par value (the "Common Stock"), and Series "A" 9% cumulative preferred stock, no
par value (the "Series A Preferred Stock"). Pursuant to the Certificate of
Designation setting forth the voting rights of the Series A Preferred Stock, the
holders of such stock have the right to vote only on certain specified matters.
The holders of the Series A Preferred Stock do not have the right to vote on any
of the proposals set forth in this Proxy Statement.
As of April 28, 1995, there were 7,054,649 shares of the Company's Common
Stock issued and outstanding. The holders of outstanding shares of Common Stock
are entitled to one vote per share on any question voted on at the meeting. The
By-Laws of the Company provide for cumulative voting for directors; accordingly,
every shareholder shall have the right to vote, in person or by proxy, the
number of shares owned by such shareholder for as many persons as there are
directors to be elected, or to accumulate said votes and give one candidate as
many votes as the number of directors multiplied by the number of owned shares
shall equal, or to distribute them on the same principle among as many
candidates as such shareholder shall think fit.
The Company has been advised by certain of its directors and officers and
Jupiter Industries, Inc., a Tennessee corporation ("Jupiter"), the holder of
approximately 55.0% of the issued and outstanding shares of Common Stock of the
Company, that such persons, having the aggregate power to vote 4,261,865 shares
of Common Stock, or 60.41% of the outstanding shares of Common Stock, intend to
vote (i) for the election of all the nominees of the Board of Directors to be
elected at the Annual Meeting, and (ii) for the approval of the appointment by
the Board of Directors of Coopers & Lybrand L.L.P. as auditors for the Company.
The presence in person or by proxy of the holders of a majority of the
Company's outstanding shares of Common Stock will constitute a quorum.
Abstentions and broker non-votes are counted for determining the presence or
absence of a quorum for the transaction of business. Abstentions are counted as
votes against a proposal in tabulating the votes cast on proposals presented to
shareholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved. The affirmative vote of a
majority of the shares of Common Stock represented at the meeting in person or
by proxy will be necessary for the election of directors and for the taking of
all other action at the meeting.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 14, 1995,
regarding the beneficial ownership of the Company's Common Stock by (i) all
persons who owned of record or, to the knowledge of the Company, beneficially,
5% or more of the outstanding shares of Common Stock, (ii) each director and
nominee for director, (iii) the Chief Executive Officer and the other executive
officers named in the Summary Compensation Table on page 3, and (iv) all
directors and executive officers as a group. All shares of Series A Preferred
Stock are owned by Jupiter.
<TABLE>
<CAPTION>
Number of Shares Approximate Percentage
Name of Beneficial Owner Beneficially Owned of Class
- - - - ------------------------ ------------------ ----------------------
<S> <C> <C>
Jupiter Industries, Inc. 3,879,773 55.0%
919 North Michigan Avenue
Chicago, Illinois 60611
Peter C. B. Bynoe+ 0 0
Sheldon Collen+ 0 0
Max Dressler+ 0 0
Lionel Goldblatt+* 182,489/(1)/ 2.6
William Hellman+* 275,000/(2)/ 3.8
Charles Jamison+ 0 0
Michael Kurzman+ 500 **
Philip Rootberg+* 39,715 **
Edward Ross+ 0 0
Wallace W. Schroeder+ 1,000 **
Clarence Farrar* 21,000/(3)/ **
All directors and executive officers
as a group (thirteen persons) 524,092/(4)/ 7.3
</TABLE>
- - - - -------------------------
/(1)/ This number includes 25,000 shares issuable upon exercise of
currently exercisable employee stock options.
/(2)/ This number includes 100,000 shares issuable upon exercise of
currently exercisable employee stock options.
/(3)/ This number includes 13,000 shares issuable upon exercise of
currently exercisable employee stock options.
/(4)/ This number includes 142,000 shares issuable upon exercise of
currently exercisable employee stock options.
/(+)/ Director and nominee for director
/(*)/ Executive Officer
/(**)/ Less than 1%
2
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid or accrued with respect to fiscal 1995, 1994 and 1993 by the Company and
its subsidiaries to the Chief Executive Officer and each of the other highest
compensated executive officers whose aggregate compensation for fiscal 1995
exceeded $100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($)/(1)/
------------------ ---- ---------- --------- ---------------------
<S> <C> <C> <C> <C>
William Hellman/(2)/ 1995 $324,616 $ 54,190 $ 819
Chairman and Chief 1994 290,002 --- 1,441
Executive Officer of 1993 295,579 124,000 816
the Company and President
of Goldblatt's
Lionel Goldblatt/(3)/ 1995 $135,000 $ 11,600 $1,298
Vice President of the 1994 135,000 --- 1,509
Company and Chairman 1993 137,058 30,000 1,344
of the Board of Goldblatt's
Clarence Farrar/(4)/ 1995 $168,615 $ 11,396 $2,608
President and Chief 1994 156,462 --- 2,362
Operating Officer of the 1993 132,500 32,000 2,243
Company, and Vice President
of Goldblatt's
Thomas Pabst/(5)/ 1995 $125,000 $ 10,800 $ 904
Former Vice President of the 1994 120,674 --- 1,364
Company and Executive Vice 1993 101,923 25,000 1,480
President of Goldblatt's
</TABLE>
- - - - -----------------------------
/(1)/ The amounts shown represent Company contributions to the account of the
named executive officer pursuant to the Company's 401(k) plan, the cost
of group term life insurance and reimbursement for medical expenses in
excess of that allowable to other employees pursuant to an executive
officer health insurance plan.
/(2)/ Mr. Hellman has entered into an Amended and Restated Employment
Agreement with the Company, effective as of June 1, 1983 and as
subsequently amended, providing for his employment as the President and
Chief Executive Officer of the Company and as Chairman of the Executive
Committee to serve through July 31, 1995. In addition, under the terms
of his Employment Agreement, Mr. Hellman receives a bonus equal to 5% of
the pre-tax profit of Goldblatt's Department Stores, Inc.
("Goldblatt's"), as adjusted for certain items, and reimbursement for
business expenses of up to $3,500 per month. Mr. Hellman deferred
$137,500 of compensation in 1983 which accrued interest as of August 1,
1986 (but not prior thereto) at the prime rate of interest. Such
deferred compensation, including accrued interest, in the amount of
$237,000 was paid to Mr. Hellman on August 1, 1992. As the interest
earned on this deferred compensation was not above market rates, it is
not included in the above table. Mr. Hellman has also entered into a
Consulting Agreement pursuant to which he has agreed to provide certain
services to the Company following the termination of his employment, and
he (or his estate) will be paid $171,600 per year for ten years. The
obligations of the Company pursuant to the Consulting Agreement are
secured by an annuity which has been purchased by the Company, pursuant
to a Pledge and Security Agreement dated as of January 25, 1991. Mr.
Hellman and the Compensation Committee are currently negotiating an
extension of his Employment Agreement beyond July 31, 1995.
3
<PAGE>
/(3)/ Mr. Goldblatt has entered into an Employment Agreement with the Company,
effective as of June 1, 1983 and as subsequently amended, providing for
his employment as a Vice President of the Company and as Chairman of
Goldblatt's through July 31, 1996, with his then effective salary and
other employee benefits to continue, as payment for certain consulting
services, for one year thereafter upon expiration of the Agreement or
termination thereof prior to expiration in certain events.
/(4)/ Mr. Farrar has entered into an Employment Agreement with the Company,
dated as of November 30, 1990 and as subsequently amended, providing for
his employment as President and Chief Operating Officer for one year
terms automatically renewable unless either party gives written notice
to the other of non-renewal. If the Company gives notice of non-renewal,
then Mr. Farrar is entitled to a sum equal to twelve months salary as
severance pay.
/(5)/ Mr. Pabst terminated his employment with the Company effective February
28, 1995. Pursuant to his Employment Agreement with the Company dated as
of November 30, 1990 Mr. Pabst will receive a sum equal to six months
salary as severance pay.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee is charged by the Board of Directors with
determining salary and bonus arrangements for all executive officers of the
Company with the exception of its Huffman Koos Inc. ("HKI") subsidiary.
Compensation arrangements with HKI's executive officers are the responsibility
of HKI's Compensation Committee. The Company's Compensation Committee is
composed of Mr. Jamison (Chairman), Mr. Dressler and Mr. Kurzman, all non-
employee directors. HKI's Compensation Committee is comprised of Mr. Hellman
(Chairman), Mr. Rootberg and Mr. Ross, all of whom are directors of both HKI
and the Company. The Company's Compensation Committee and HKI's Compensation
Committee each met once in fiscal year 1995.
Compensation consists of a base salary and a bonus. The base salary level is
established using experience, longevity and degree of responsibility as a
guideline. The Compensation Committee has not retained a consultant or
commissioned any surveys.
All bonuses are earned based on a pre-determined formula related to the profit
performance of the Company or its subsidiaries. The bonus of Mr. Hellman, the
Chief Executive Officer of the Company, is equal to 5% of the pre-tax profit of
Goldblatt's. The Committee feels that this contractual arrangement fairly
provides a productivity clause to the performance of Goldblatt's which is of
utmost importance to the stability of the Company. Mr. Hellman does not and has
not drawn a salary or bonus from any other division. Mr. Hellman is also the
Chairman of HKI, and was the President of Goldblatt's through most of the
1980's, and reassumed that position in 1993. Other than Mr. Hellman, the
executive officers of both Goldblatt's and HKI participated in a bonus pool
which is equal to 5% of the pre-tax profits, as adjusted, of the respective
subsidiary. Due to the high degree of responsibility for the overall performance
of these subsidiaries, Mr. Fred Berk, the chief executive officer of HKI, and
Mr. Lionel Goldblatt, the Chairman of Goldblatt's, received the largest share of
the respective executive officer bonus pools. These pools were of $288,000 and
$43,500, respectively. Mr. Farrar, the President and Chief Operating Officer of
the Company, shared in a $17,300 bonus pool with other officers of the Company,
excluding Mr. Hellman, which is based upon 1.5% of the Company's pre-tax income.
Management of the Company continues the process of turnaround and rebuilding.
These efforts have resulted in the Company reporting a profit for the current
fiscal year. The changes made to achieve this improvement have required
significant efforts on the part of current management. While both the Huffman
Koos furniture division and the Goldblatt's department store division reported
significant improvements this year, much remains to be done. Therefore, the
Compensation Committee believes that during this period of restructuring, it is
inappropriate to compare the Company's current year operating results and stock
price performance to changes in compensation of the CEO and other officers.
4
<PAGE>
The Committee also reviews and administers policies and programs with respect
to employment and other agreements with executives. The Committee believes these
arrangements with executives serve the important purpose of assuring continuing
loyalty and concentration.
Overall, the Company has maintained employee compensation programs designed to
compensate its officers, managers and other key employees in relationship to the
profitability of the Company as well as individual job performance. In addition,
stock options for officers, managers and other key employees are awarded at the
discretion of this committee after consultation with the CEO and approval by the
Board. The stock option program is designed to give additional incentive to key
employees, which in turn enhances the value of the Company to all shareholders.
The Compensation Committee
Charles Jamison Michael Kurzman Max Dressler
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISIONS
Mr. Jamison is an officer of Jupiter.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the Report of the Compensation Committee on Executive
Compensation and the Shareholder Return Performance Graph shall not be
incorporated by reference into any such filings.
DIRECTOR COMPENSATION
Each director who is not an officer of the Company or its subsidiaries
receives an annual fee of $5,000 plus $500 for each Board meeting attended, and
is also compensated for all committee meetings at a rate equal to one-half of
that set from time to time for Board meetings. Outside directors may also be
compensated for attendance at meetings with the executives of the Company and
for related services on behalf of the Company, in the discretion of the
Executive Committee.
5
<PAGE>
STOCK OPTION PLANS
The Company's 1983 Stock Option and Stock Appreciation Rights Plan, as amended
and restated, (the "1983 Plan"), authorized the issuance to salaried officers
and other key employees of incentive stock options, non-incentive stock options
and stock appreciation rights to acquire a maximum of 300,000 shares of the
Company's Common Stock (subject to adjustment as provided in the 1983 Plan). As
of April 14, 1995, 23,500 shares of the Company's Common Stock were subject to
outstanding options, and there were six participants under the 1983 Plan. The
average per share exercise price of all such options was $.50. As of April 14,
1995, 3,500 shares remained available for grants.
The Company's 1988 Stock Option Plan, as amended and restated (the "1988
Plan"), approved by the shareholders at the annual meeting on June 14, 1988, and
amended by the shareholders at the annual meeting on July 20, 1993, authorizes
the issuance of 320,000 shares of the Company's Common Stock to salaried
officers and other key employees of the Company and its subsidiaries. As of
April 14, 1995, 139,000 shares of the Company's Common Stock were subject to
outstanding options, and there were seven participants under the 1988 Plan. The
average per share exercise price of all such options was $.96. As of April 14,
1995, 179,000 shares under the 1988 Plan remained available for grants.
The Plan is administered by the Compensation Committee of the Board of
Directors which has sole authority to determine, among other things, the persons
to whom options will be granted and the time or times when options become
exercisable.
The following table provides certain information concerning individual grants
of stock options under the Company's 1988 Stock Option Plan made during the
fiscal year ended January 28, 1995 to each of the Named Executive Officers:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential
----------------------------------------------- Realizable
% of Total Value at
Number of Options Assumed Annual
Securities Granted to Exercise or Rates of Stock
Underlying Employees Base Price Price Appreciation
Options In Fiscal ($ Per Expiration For Option Term /(1)/
Name Granted Year Share) Date 5%($) 10%($)
---- ---------- ---------- ----------- ---------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
William Hellman 50,000 86.2% $1.625 5/26/04 $51,100 $129,500
Clarence Farrar 5,000 8.6% 1.625 5/13/04 5,100 12,950
</TABLE>
- - - - --------------------
/(1)/ Based upon the $1.625 per share market price on the dates of grants and
an annual appreciation at the rate stated of such market price through
May 2004, the expiration date of such options. Gains, if any, are
dependent upon the actual performance of the Common Stock. There is no
assurance that the stock price will appreciate at the rates shown in the
table. The potential realizable values indicated have not taken into
account amounts required to be paid as income tax under the Code and any
applicable state laws.
6
<PAGE>
The following table provides certain information concerning each exercise of
stock options under the Company's 1983 and 1988 Stock Option Plans during the
fiscal year ended January 28, 1995 by each of the Named Executive Officers and
the fiscal year-end value of unexercised options held by such persons under the
Company's Stock Option Plans:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of In-the-Money
Unexercised Options at Options at Fiscal
Shares Value Fiscal Year-End (#) Year-End ($)/(1)/
Acquired on Realized ------------------ ----------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------------ ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William Hellman
1983 Plan 0 -- 0 0 -- --
1988 Plan 0 -- 100,000 0 $81,750 --
Lionel Goldblatt
1983 Plan 0 -- 15,000 0 20,700 --
1988 Plan 0 -- 10,000 0 13,800 --
Clarence Farrar
1983 Plan 0 -- 0 0 -- --
1988 Plan 0 -- 13,000 0 12,315 --
Thomas Pabst
1983 Plan 0 -- 0 0 -- --
1988 Plan 0 -- 8,000 0 11,040 --
</TABLE>
CERTAIN RELATIONSHIPS AND
INTERESTS IN CERTAIN TRANSACTIONS
The Company leases an office from an affiliate of Jupiter with minimum rent of
approximately $75,000 through July, 1995.
Effective as of October 29, 1993, the Company, Sussex Group, Ltd., ("Sussex",
an indirect majority-owned subsidiary of the Company and the owner of
approximately 35.7% of the outstanding common stock of HKI) and Jupiter entered
into a Stock Purchase and Loan Agreement. Under the terms of the agreement, the
Company, through Sussex, borrowed $5,075,000 from Jupiter on October 29, 1993.
The note was repaid per the terms of the agreement on February 4, 1994 by the
transfer of 700,000 shares of HKI common stock from Sussex to Jupiter, along
with interest at the prime rate. Effective November 30, 1994, Sussex and Jupiter
entered into a Stock Purchase Agreement whereby Sussex sold an additional
100,000 shares of HKI common stock to Jupiter for $800,000.
The Stock Purchase and Loan Agreement and the Stock Purchase Agreement (the
"Agreements") contain an option which allows Sussex to repurchase any or all of
the 800,000 HKI shares on or prior to February 4, 1996 for a purchase price
ranging from $7.25 to $8.00 per share plus interest on such amount. The
Agreements also contain a provision which requires Jupiter to vote the 800,000
HKI shares for the election of a majority of the Board of Directors of HKI as
Sussex shall direct. As a result of this voting provision, the Company through
Sussex, retains effective control of HKI.
As a result of the transactions described above, the Company and Jupiter now
own 33.5% and 20.4%, respectively, of HKI's outstanding common stock based on
the number of HKI shares currently outstanding.
- - - - ------------------
/(1)/ Dollar values were calculated by determining the difference between the
fair market value of the underlying securities at year-end and the
exercise price of the options.
7
<PAGE>
SHAREHOLDER RETURN
PERFORMANCE GRAPH
Comparison of Five Year Cumulative
Total Return Among the Company, the NASDAQ --National Market System-United
States Issuers,
and the NASDAQ -- Retail Stocks
LEGEND
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
JG Industries, Inc. $ 100 $ 35.71 $ 57.14 $ 85.71 $ 80.36 $107.43
NASDAQ Stock Market $ 100 96.91 156.95 176.08 198.58 193.02
NASDAQ Retail Stocks $ 100 114.84 206.98 185.09 196.30 177.10
</TABLE>
The total return assumes that dividends were re-invested quarterly, and is
based on a $100 investment on January 27, 1990. The measurement point for each
year beginning 1991 is the end of the Company's fiscal year, which varied from
January 25 to January 30.
8
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES THEREOF
The Board of Directors has designated an Audit Committee, an Executive
Committee and a Compensation Committee, but not a Nominating Committee.
Currently, the members of the Audit Committee are Mr. Bynoe, Mr. Dressler and
Mr. Jamison (Chairman); and the members of the Executive Committee are Mr.
Hellman (Chairman), Mr. Rootberg and Mr. Ross.
The functions of the Audit Committee include reviewing the independent
auditors, recommending to the Board of Directors the engagement and discharge of
independent auditors, reviewing with the independent auditors the plan and
results of auditing engagements, approving or ratifying each professional
service provided by independent auditors and estimated by management to cost
more than 10% of the previous year's audit fee, considering the range of audit
and non-audit fees, reviewing the scope and results of the Company's procedures
for internal auditing and the adequacy of internal accounting controls and
directing and supervising special investigations. The Audit Committee met once
in fiscal 1995.
The Executive Committee is authorized to exercise the powers of the Board of
Directors in certain business transactions and affairs of the Company during the
intervals between meetings of the Board.
The Board of Directors held a total of five meetings in fiscal 1995. All
directors attended at least 80% of all Board meetings, and at least 80% of all
meetings of any committee of which such director was a member.
PROPOSAL 1
----------
ELECTION OF DIRECTORS
---------------------
It is the intention of the persons named in the enclosed proxy, in the absence
of contrary instructions, to vote for the election of the nominees named below,
each of whom has consented to serve as a director. If at the time of the
meeting, however, any of said nominees should be unable to serve as a director,
then the persons named in the enclosed proxy, or their substitutes, will, in
their discretion, vote for another nominee or nominees. Each of the nominees has
been previously elected as a director of the Company. All directors will hold
office until the next Annual Meeting of Shareholders and until their respective
successors shall have been duly elected and qualified.
9
<PAGE>
INFORMATION CONCERNING NOMINEES
FOR ELECTION AS DIRECTORS
The following table respecting the Company's nominees for election to the
Board of Directors sets forth the name and age of each nominee, the position or
positions held with the Company by each nominee, each nominee's principal
occupation or employment, other directorships held by each nominee, the year in
which each such person became a director, and the number of shares of Common
Stock beneficially owned, directly or indirectly, by each nominee or in which
such nominee had a beneficial interest as of April 14, 1995. Unless otherwise
indicated in the table or a footnote thereto, each nominee's principal
occupation has been held since at least January 1, 1990.
<TABLE>
<CAPTION>
Approximate
Name, Principal Shares of Common Stock Percent of
Occupation and Director of the Beneficially Owned On Class (if more
Other Directorships/(1)/ Age Company Since April 14, 1995 than 1%)
- - - - ------------------------ --- --------------- ---------------------- --------------
<S> <C> <C> <C> <C>
PETER C.B. BYNOE 44 1991 None ---
Attorney at Law, Rudnick
& Wolfe; Chairman and CEO
of Telemat, Ltd; Director
of Uniroyal Technology
Corporation; Director of
HKI since 1991.
SHELDON COLLEN 73 1993 None ---
Consultant and Attorney
at Law
MAX DRESSLER 87 1983 None ---
Attorney at Law,
Dressler, Goldsmith,
Shore & Milnamow, Ltd.
LIONEL GOLDBLATT 66 1959 182,489 2.6
Vice President of the
Company; Chairman of
Goldblatt's since
February 1986.
WILLIAM HELLMAN 74 1983 275,000 3.8
Chairman and Chief
Executive Officer of
the Company; President
of Goldblatt's since May
1993 and from February
1986 to October 1990;
Chairman and Chief
Executive Officer of
Sussex; Chairman of HKI
since February 1988;
Director of HKI since
September 1986.
CHARLES JAMISON 55 1986 None ---
President, Chief
Operating
Officer and Director
of Jupiter; Director of
Integon Corporation;
Director of HKI since
September 1986.
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Approximate
Name, Principal Shares of Common Stock Percent of
Occupation and Director of the Beneficially Owned On Class (if more
Other Directorships/(1)/ Age Company Since April 14, 1995 than 1%)
- - - - ------------------------ --- --------------- ---------------------- --------------
<S> <C> <C> <C> <C>
MICHAEL KURZMAN 56 1983 500 ---
Executive Vice President
and Treasurer of The
Lurie Company and its
subsidiaries and LaSalle
Security Systems, Inc.;
Director and President of
Lurie Century Associates,
Lurie Columbia Associates,
Inc., Randolph Jefferson,
Inc., and TLC Real Estate,
Inc.; Director of HKI
since April 1993.
PHILIP ROOTBERG/(2)/ 77 1983 39,715 ---
Vice President of the
Company; Senior Partner
of Philip Rootberg &
Company L.L.P., a public
accounting firm; Senior
Executive Vice President
and Director of Jupiter;
Vice President and
Treasurer of HKI since
1989; Director of HKI
since September 1986.
EDWARD ROSS/(2)/ 74 1983 None ---
Vice Chairman of the
Company; Chairman,
Chief Executive Officer
and Director of Jupiter;
Director of HKI since
September 1986.
WALLACE W. SCHROEDER 70 1992 1,000 ---
Director of HKI since June
1988; outside consultant
to HKI from September
1987 to May 1988; Vice
President-Chief Financial
Officer of HKI from July
1986 to September 1987.
</TABLE>
- - - - ------------------
/(1)/ Only directorships of issuers with a class of securities registered
pursuant to Section 12 of the Securities Act of 1934, as amended, or
subject to the requirements of Section 15(d) of that Act, or
directorships of issuers registered as investment companies under the
Investment Company Act of 1940 are listed in the above table.
/(2)/ Messrs. Rootberg and Ross are the beneficial owners of 17,990 and 36,960
shares, respectively, of Jupiter which represents 3.8% and 7.9%
respectively, of the outstanding shares of common stock of Jupiter. In
addition, Mr. Rootberg is the Co-Executor of The Estate of Jerrold
Wexler, which owns approximately 68.4% of the outstanding shares of
common stock of Jupiter.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION
OF THE NOMINEES LISTED ABOVE AS DIRECTORS OF THE COMPANY.
11
<PAGE>
PROPOSAL 2
----------
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Coopers & Lybrand L.L.P. as independent accountants for the Company to
audit its consolidated financial statements for the fiscal year ending January
27, 1996 and to perform audit-related services. Such services include review of
periodic reports and registration statements filed by the Company with the
Securities and Exchange Commission and consultation in connection with various
accounting and financial reporting matters. Coopers & Lybrand L.L.P. also
performs certain limited non-audit services for the Company.
The Board has directed that the appointment of Coopers & Lybrand L.L.P. be
submitted to the shareholders for approval. If the shareholders should not such
appointment, the Audit Committee and the Board would reconsider the appointment.
The Company has been advised by Coopers & Lybrand L.L.P. that it expects to
have a representative present at the Meeting and that such representative will
be available to respond to appropriate questions. Such representative will also
have the opportunity to make a statement if he or she desires to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS.
FINANCIAL STATEMENTS
The Company's Annual Report to Shareholders for fiscal 1995, including audited
financial statements, accompanies this Proxy Statement and shareholders are
urged to read such report in its entirety.
1996 ANNUAL MEETING OF SHAREHOLDERS
The 1996 Annual Meeting of Shareholders is presently scheduled to be held on
June 4, 1996. Any proposals of shareholders intended to be personally presented
at such meeting must be received by the Secretary of the Company no later than
February 6, 1996 for inclusion in the Company's Proxy Statement for such
meeting.
EXPENSES OF SOLICITATION
The cost of preparing and mailing the notice of meeting, proxy statement and
forms of proxy will be paid by the Company. In addition to the cost of mailing
copies of this material to shareholders, the Company will request banks and
brokers to forward copies of such materials to persons for whom they hold stock
of the Company and to request authority for execution of the proxies. The
Company will reimburse such banks and brokers for their reasonable out-of-pocket
expenses incurred in connection therewith, which expenses are estimated not to
exceed $5,000.
OTHER MATTERS
The only other business to be presented at the meeting, of which the directors
and officers have knowledge, will be the approval of the minutes of the last
meeting of shareholders, but it is not intended that action taken under the
proxies will constitute approval of the matters referred to in such minutes. If
any other matters are properly presented at the meeting for action, it is
intended that the shares represented by proxies will be voted on such matters in
the discretion of the persons named therein.
12
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder by the Securities and Exchange Commission
(the "SEC"), directors, officers and beneficial owners of more than 10% of the
Company's equity securities (each a "Reporting Person") must file certain
reports, known as Forms 3, 4 and 5, with the SEC upon the occurrence of certain
events, primarily the acquisition or disposition of shares of Common Stock (or
options to acquire Common Stock) by such persons.
Form 3 is an Initial Statement of Beneficial Ownership, and is required to be
filed within 10 days of a person becoming a Reporting Person. Jupiter
Industries, Inc., became an owner of more than 10% of the Company's Common Stock
on February 7, 1994, so its Form 3 was due February 17, 1994, but it was filed
with the SEC one day late on February 18, 1994.
Form 4 is a Statement of Changes in Beneficial Ownership, and is required to be
filed within 10 days of the end of a month in which a Reporting Person acquires
or disposes of common Stock. Philip Rootberg, an officer and director of the
Company, filed one Form 4 late in fiscal 1995, 13 days after such filing was
required.
Based solely on a review of the Forms 3, 4 and 5 filed with the Company and on
certain representations made to the Company, the Company does not know of any
failures to file a required form or of any late filings under Section 16(a) of
the Securities Exchange Act other than those set forth above.
13
<PAGE>
- - - - -------------------------------------------------------------------------------
P R O X Y
JG INDUSTRIES, INC.
1615 W. CHICAGO AVENUE
CHICAGO, ILLINOIS 60622
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints EVELYN P. EGAN and IRWIN S. SELIN and either of
them, as proxies, with power to appoint substitutes, and hereby authorizes them
to represent and to vote, as designated below, all shares of Common Stock of JG
Industries, Inc., held of record by the undersigned at the close of business on
April 28, 1995 at the Annual Meeting of Shareholders to be held on June 6, 1995
at 10:00 a.m., Chicago time, at the Bank of America, Conference Center, 13th
Floor, 231 South LaSalle Street, Chicago, Illinois, and any adjournment or ad-
journments thereof, as follows:
(change of address/comments)
Election of Directors, Nominees: -----------------------------------
Peter C.B. Bynoe, Sheldon Collen, Max
Dressler, Lionel Goldblatt, William -----------------------------------
Hellman, Charles Jamison, Michael
Kurzman, Philip Rootberg, Edward Ross, -----------------------------------
and Wallace W. Schroeder
-----------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this
card)
-------------
SEE REVERSE
SIDE
-------------
- - - - -------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------
Please mark your | 8119
[X] votes as in this ----- -----
example. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE DEEMED TO
CONSTITUTE DIRECTION TO VOTE "FOR" EACH OF THE PROPOSALS LISTED BELOW.
- - - - -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2 AND 3.
- - - - -------------------------------------------------------------------------------
1. Election of Directors
FOR WITHHELD
[_] [_]
For, except vote withheld from the following nominee(s):
- - - - --------------------------------------------------------
2. Proposal to approve the appointment of Coopers & Lybrand L.L.P. as the
independent public accountants of the Company:
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the Annual Meeting.
FOR AGAINST ABSTAIN
[_] [_] [_]
[_] Change of Address/Comments
on Reverse Side
- - - - -------------------------------------------------------------------------------
The signer hereby revokes all
proxies heretofore given by the
signer to vote at said meeting or
any adjournments thereof.
Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
-----------------------------------
-----------------------------------
SIGNATURE(S) DATE
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